**Exhibit 4.2**

 

**SUPPLEMENTAL INDENTURE**

 

 

Dated as of June 9, 1997

 

Between

 

**CNL ROSE ACQUISITION CORP.,****RFS PARTNERSHIP, L.P.,****and RFS 2002 FINANCING, INC.**

 

 

and

 

 

**USBANK NATIONAL ASSOCIATION,**

 

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**SUPPLEMENTAL INDENTURE**

 

SupplementalIndenture (this “Supplemental Indenture”), dated as of July 10, 2003, among CNLRose Acquisition Corp., a Delaware corporation (the “Surviving Entity”), RFSPartnership, L.P., a Tennessee limited partnership (an “Issuer”), RFS 2002Financing, Inc., a Tennessee corporation, 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,RFS Hotel Investors, Inc., a Tennessee corporation and predecessor-by-merger tothe Surviving Entity (“RFS Hotel Investors”), has heretofore executed anddelivered to the Trustee, as guarantor, an indenture (the “Indenture”), datedas of February 26, 2002, providing for the issuance by the Issuer, asubsidiary of Surviving Entity, of 9.75% Senior Notes due 2012 (the “Notes”);

 

WHEREAS,the Indenture provides that under certain circumstances and pursuant to Section5.1 of the Indenture, the Surviving Entity shall execute and deliver to theTrustee a Supplemental Indenture pursuant to which it expressly assumes all ofRFS Hotel Investors’ obligations in connection with the guarantee of Parent forpayment of the Notes by the Parent; and

 

WHEREAS,Surviving Entity and Issuer are parties to that certain merger agreement, datedas of May 8, 2003, as amended on May 22, 2003, by and among CNL HospitalityProperties, Inc., Surviving Entity, RFS Hotel Investors, CNL Rose AcquisitionOP, LP, and Issuer, pursuant to which, RFS Hotel Investors will, simultaneouslywith the execution of this Supplemental Indenture, merge with and intoSurviving Entity and RFS Hotel Investors separate corporate existence will,simultaneously with the execution of this Supplemental Indenture, cease; and

 

WHEREAS,pursuant to Section 9.1 of the Indenture, the Trustee is authorized to executeand deliver this Supplemental Indenture.

 

NOWTHEREFORE, in consideration of the foregoing and for other good and valuableconsideration, the receipt of which is hereby acknowledged, the SurvivingEntity and the Trustee mutually covenant and agree as follows;

 

1.*        **Capitalized Terms.*   Capitalized terms used herein withoutdefinition shall have the meanings assigned to them in the Indenture.

 

2.         *Agreement to AssumeObligations.*   The Surviving Entity irrevocably andunconditionally assumes the punctual performance of all obligations of RFSHotel Investors pursuant to the terms of the Indenture, and this SupplementalIndenture.

 

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Nopast, present or future partner, director, officer, employee, incorporator orstockholder (direct or indirect) of the Surviving Entity (or any such successorentity), as such, shall have any liability for any obligations of the SurvivingEntity under this Supplemental Indenture or the Indenture or for any claimbased on, in respect of, or by reason of, such obligations or their creation,except in their capacity as an obligor or Guarantor of the Notes in accordancewith the Indenture.

 

3.         *NEW YORK LAW TOGOVERN.  *THE INTERNAL LAW OF THE STATE OF NEW YORKSHALL GOVERN AND BE USED TO CONSTRUE THIS SUPPLEMENTAL INDENTURE, INCLUDING,WITHOUT LIMITATION, SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONSLAW.

 

4.         *Counterparts.  *The parties may sign any number of copies of this SupplementalIndenture. Each signed copy shall be an original, but all of them togetherrepresent the same agreement.

 

5.         *Effect of Headings.*   TheSection headings herein are for convenience only and shall not affect theconstruction hereof. 

 

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INWITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture tobe duly executed and attested, all as of the date first above written. 

 
|   | RFS  PARTNERSHIP, L.P.          |
|--------|---------------------------------|
|   |                            |
|   | By:                             | CNL  Rose GP Corp., |
|   | Its:                            | General  Partner |
|   |                            |   |
|   | By:                             |  /s/ Marcel  Verbaas |   |
|   |                            | Name: | Marcel  Verbaas |
|   |                            | *Title: **Senior Vice President* |
|   |                            |
|   | RFS  2002 FINANCING, INC.       |
|   |                            |
|   | By:                             |   /s/ Marcel  Verbaas |   |
|   |                            | Name: Marcel  Verbaas |
|   |                            | *Title: Senior Vice President* |
|   |                            |
|   | CNL  ROSE ACQUISITION  CORP.    |
|   |                            |
|   | By:                             |   /s/ Marcel  Verbaas |   |
|   |                            | Name: Marcel  Verbaas |   |
|   |                            | *Title: Senior Vice President* |   |
|   |                            |
|   | **THE TRUSTEE:**                |
|   | U.S  BANK NATIONAL  ASSOCIATION |
|   |                            |
|   | By:                             |   /s/  Frank P. Leslie III |   |
|   |                            | Name: Frank  P. Leslie III |   |
|   |                            | *Title: Vice President* |   |
|        |                                 |  |  |  |  |  |  |

 

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