exv4w9w2



 





Exhibit 4.9.2



 

 


FELCOR LODGING LIMITED PARTNERSHIP,



as Issuer,



FELCOR LODGING TRUST INCORPORATED

FELCOR/ST. PAUL HOLDINGS, L.P.

FELCOR/CSS HOLDINGS, L.P.

FELCOR HOTEL ASSET COMPANY, L.L.C.

FELCOR PENNSYLVANIA COMPANY, L.L.C.

FELCOR LODGING HOLDING COMPANY, L.L.C.

FELCOR CANADA CO.

FELCOR OMAHA HOTEL COMPANY, L.L.C.

FELCOR TRS HOLDINGS, L.L.C.

MYRTLE BEACH HOTELS, L.L.C.

FELCOR TRS BORROWER 1, L.P.

FELCOR TRS BORROWER 4, L.L.C.

FHAC TEXAS HOLDINGS, L.P.

FELCOR TRS GUARANTOR, L.P.

FELCOR LODGING COMPANY, L.L.C.,



as Guarantors,



AND



FELCOR HOLDINGS TRUST,



as Pledgor,



AND



U.S. BANK NATIONAL ASSOCIATION,



as Trustee




 




Second Supplemental Indenture



Dated as of August 16, 2007




 




Supplemental Indenture to the Indenture

dated as of October 31, 2006 as amended and supplemented

as of December 31, 2006

with respect to the

Senior Secured Floating Rate Notes due 2011



 

 


 








 





     Second Supplemental Indenture (this “Second Supplemental Indenture”), dated as of August 16,
2007 among FelCor Lodging Limited Partnership, a Delaware limited partnership (“FelCor LP”), FelCor
Lodging Trust Incorporated, a Maryland corporation (“FelCor”), FelCor/CSS Holdings, L.P., a
Delaware limited partnership, FelCor Hotel Asset Company, L.L.C., a Delaware limited liability
company, FelCor Pennsylvania Company, L.L.C., a Delaware limited liability company, FelCor Lodging
Holding Company, L.L.C., a Delaware limited liability company, FelCor TRS Holdings, L.L.C., a
Delaware limited liability company (as successor in interest to FelCor TRS Holdings, L.P.), FelCor
Canada Co., a Nova Scotia unlimited liability company, FelCor Omaha Hotel Company, L.L.C., a
Delaware limited liability company, Myrtle Beach Hotels, L.L.C., a Delaware limited liability
company, FelCor TRS Borrower 1, L.P., a Delaware limited partnership, FelCor TRS Borrower 4,
L.L.C., a Delaware limited liability company, FelCor/St. Paul Holdings, L.P., a Delaware limited
partnership, FHAC Texas Holdings, L.P., a Texas limited partnership, FelCor TRS Guarantor, L.P., a
Texas limited partnership and FelCor Lodging Company, L.L.C., a Delaware limited liability company,
FelCor Holdings Trust, a Massachusetts business trust (the “Pledgor”), and U.S. Bank National
Association, as trustee under the indenture referred to below (the “Trustee”).



W I T N E S S E T H



     WHEREAS, FelCor LP, FelCor, the Pledgor and the Subsidiary Guarantors have executed and
delivered to the Trustee an indenture dated as of October 31, 2006 (as amended, modified or
supplemented prior to the date hereof, the “Indenture”), pursuant to which FelCor LP issued and has
outstanding $215,000,000 aggregate principal amount of Senior Secured Floating Rate Notes due 2011
(the “Notes”);



     WHEREAS, each of FHAC Texas Holdings, L.P., a Texas limited partnership, FelCor TRS Guarantor,
L.P., a Delaware limited partnership and FelCor Lodging Company, L.L.C., a Delaware limited
liability company (collectively, the “Existing Guarantors”), is a party to the Indenture for the
purpose of providing its Subsidiary Guarantee of the Indenture;



     WHEREAS, the Guarantees of each of the Existing Guarantors of all Guaranteed Indebtedness has
been, or is being contemporaneously herewith, released and, pursuant to Section 11.07 of the
Indenture, each of the Existing Guarantors is automatically released and discharged from its
Subsidiary Guarantee upon the release of such Subsidiary Guarantor from its Guarantees of all
Guaranteed Indebtedness; and



     WHEREAS, this Second Supplemental Indenture is being executed and delivered pursuant to
Section 9.01 of the Indenture.



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     NOW THEREFORE, in consideration of the foregoing and for other good and valuable
consideration, the receipt of which is hereby acknowledged, FelCor, FelCor LP, the Pledgor, each
Subsidiary Guarantor and the Trustee mutually covenant and agree for the equal and ratable benefit
of the Holders of the Notes as follows:



     SECTION 1.     Definitions.     For all purposes of the Indenture and this Second
Supplemental Indenture, except as otherwise expressly provided or unless the context otherwise
requires:



     (a)     the words “herein,” “hereof” and “hereunder” and other words of similar import refer to
the Indenture and this Second Supplemental Indenture as a whole and not to any particular Article,
Section or subdivision; and



     (b)     capitalized terms used but not defined in this Second Supplemental Indenture shall have
the meanings assigned to them in the Indenture.



     SECTION 2.     Release of Certain Guarantors.     The parties hereto hereby confirm and
acknowledge the concurrent release and discharge of each of the Existing Guarantors from any and
all guaranty obligations arising under the Indenture.



     SECTION 3.     NEW YORK LAW TO GOVERN.     THE INTERNAL LAW OF THE STATE OF NEW YORK SHALL
GOVERN AND BE USED TO CONSTRUE THIS SECOND SUPPLEMENTAL INDENTURE BUT WITHOUT GIVING EFFECT TO
APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER
JURISDICTION WOULD BE REQUIRED THEREBY.



     SECTION 4.     The Trustee.     The Trustee shall not be responsible in any manner
whatsoever for or in respect of the validity or sufficiency of this Second Supplemental Indenture
or for or in respect of the recitals contained herein, all of which recitals are made solely by
FelCor, FelCor LP and the Subsidiary Guarantors.



     SECTION 5.     Successors and Assigns.     All agreements of FelCor, FelCor LP, the Pledgor
and the Subsidiary Guarantors in this Second Supplemental Indenture shall bind their respective
successors and assigns. All agreements of the Trustee in this Second Supplemental Indenture shall
bind its successors.



     SECTION 6.     Separability.     In case any provision of this Second Supplemental Indenture
shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the
remaining provisions shall not in any way be affected or impaired thereby.



     SECTION 7.     Effect of Headings.     The Section headings herein are for convenience only
and shall not affect the construction hereof.



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     SECTION 8.     Counterparts.     The parties may sign any number of copies of this First
Supplemental Indenture. Each signed copy shall be an original, but all of them together represent
the same agreement.



[Signature Page Follows]



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     IN WITNESS WHEREOF, the parties hereto have caused this First Supplemental Indenture to be
duly executed as of the date first above written.



	 	 	 	 	 
	 	FELCOR LODGING LIMITED PARTNERSHIP, a Delaware

limited partnership

 	 
	 	By:  	FELCOR LODGING TRUST INCORPORATED, as its general partner
 	 



	 	 	 	 	 
	 	           By:  	                                                           /s/ Jonathan H. Yellen
 	 
	 	 	Jonathan H. Yellen 	 
	 	 	Executive Vice President 	 
	 



	 	 	 	 	 
	 	FELCOR LODGING TRUST INCORPORATED, a Maryland

corporation

 	 
	 	By:  	/s/ Jonathan H. Yellen
 	 
	 	 	Jonathan H. Yellen 	 
	 	 	Executive Vice President 	 
	 



	 	 	 	 	 
	 	FELCOR/CSS HOLDINGS, L.P., a Delaware limited

partnership, and FELCOR/ST. PAUL HOLDINGS,

L.P., a Delaware limited partnership

 	 
	 	By:  	FELCOR/CSS HOTELS, L.L.C., as general partner of each entity
 	 



	 	 	 	 	 
	 	           By:  	                                                            /s/ Jonathan H. Yellen
 	 
	 	 	Jonathan H. Yellen 	 
	 	 	Executive Vice President 	 



Signature Page to the Second Supplemental Indenture



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	 	FELCOR HOTEL ASSET COMPANY, L.L.C., a Delaware

limited liability company,

FELCOR PENNSYLVANIA COMPANY, L.L.C., a

Delaware limited liability company,

FELCOR LODGING HOLDING COMPANY, L.L.C., a

Delaware limited liability company,

FELCOR OMAHA HOTEL COMPANY, L.L.C., a Delaware

limited liability company,

FELCOR TRS HOLDINGS, L.L.C., a Delaware

limited liability company

MYRTLE BEACH HOTELS, L.L.C., a Delaware

limited liability company,

FELCOR LODGING COMPANY, L.L.C., a Delaware

limited liability company,

FELCOR TRS BORROWER 4, L.L.C., a Delaware

limited liability company, and FELCOR CANADA

CO., a Nova Scotia unlimited liability company

 	 
	 	By:  	/s/ Jonathan H. Yellen
 	 
	 	 	Jonathan H. Yellen 	 
	 	 	Executive Vice President 	 
	 



	 	 	 	 	 
	 	FHAC TEXAS HOLDINGS, L.P., a Texas limited

partnership

 	 
	 	By:  	FelCor Hotel Asset Company, L.L.C., as its general partner 	 



	 	 	 	 	 
	 	           By:  	                                                             /s/ Jonathan H. Yellen
 	 
	 	 	Jonathan H. Yellen 	 
	 	 	Executive Vice President 	 
	 



	 	 	 	 	 
	 	FELCOR TRS BORROWER 1, L.P., a Delaware

limited partnership

 	 
	 	By:  	FelCor TRS Borrower GP 1, L.L.C., a Delaware limited liability company, as its general partner
 	 



	 	 	 	 	 
	 	           By:  	                                                           /s/ Jonathan H. Yellen
 	 
	 	 	Jonathan H. Yellen 	 
	 	 	Executive Vice President: 	 
	 



	 	 	 	 	 
	 	FELCOR TRS GUARANTOR, L.P., a Delaware limited

partnership

 	 
	 	By:  	FelCor TRS Guarantor GP, L.L.C., a Delaware limited liability company, as its general partner
 	 



	 	 	 	 	 
	 	           By:  	                                                           /s/ Jonathan H. Yellen
 	 
	 	 	Jonathan H. Yellen 	 
	 	 	Executive Vice President 	 



Signature Page to the Second Supplemental Indenture



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	 	FELCOR HOLDINGS TRUST, a Massachusetts

business trust

 	 
	 	By:  	/s/ Jonathan H. Yellen
 	 
	 	 	Name:  	Jonathan H. Yellen 	 
	 	 	Title:  	Executive Vice President General Counsel and Secretary 	 
	 



	 	 	 	 	 
	 	 	 
	 	By:  	                                                     /s/ Andrew J. Welch
 	 
	 	 	Name:  	Andrew J. Welch 	 
	 	 	Title:  	Executive Vice President and Chief Financial Officer 	 
	 



	 	 	 	 	 
	 	U.S. BANK NATIONAL ASSOCIATION, as Trustee

 	 
	 	By:  	/s/ Richard Prokosch
 	 
	 	 	Name:  	Richard Prokosch 	 
	 	 	Title:  	Vice President 	 
	 



Signature Page to the Second Supplemental Indenture



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