exv4w4



 





EXHIBIT 4.4




REGISTRATION RIGHTS AGREEMENT




Dated October 31, 2006




AMONG




FELCOR LODGING LIMITED PARTNERSHIP,




FELCOR LODGING TRUST INCORPORATED,




and




MERRILL LYNCH & CO.




MERRILL LYNCH, PIERCE, FENNER & SMITH

INCORPORATED










 



 




REGISTRATION RIGHTS AGREEMENT




          THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made and entered into as of October
31, 2006, among FELCOR LODGING LIMITED PARTNERSHIP, a Delaware limited partnership (the “Operating
Partnership”), FELCOR LODGING TRUST INCORPORATED, a Maryland corporation (“FelCor” and, together
with the Operating Partnership, the “Company”) and Merrill Lynch & Co. and Merrill Lynch, Pierce,
Fenner & Smith Incorporated, as initial purchaser (the “Initial Purchaser”).




          This Agreement is made pursuant to the Purchase Agreement dated as of October 19, 2006, among
the Operating Partnership, FelCor, the Subsidiary Guarantors and the Initial Purchaser (the
“Purchase Agreement”), which provides for the sale by the Operating Partnership to the Initial
Purchaser of $215,000,000 aggregate principal amount of Senior Secured Floating Rate Notes due 2011
of the Operating Partnership (the “Notes”) to be issued pursuant to the Indenture (as defined
below). The Notes will be guaranteed by FelCor and the Subsidiary Guarantors (as defined below) so
long as they are obligors on other indebtedness of FelCor and the Operating Partnership which is
pari passu with, or subordinated to, the Notes. In order to induce the Initial Purchaser to enter
into the Purchase Agreement, the Company has agreed to provide to the Initial Purchaser and their
direct and indirect transferees the registration rights with respect to the Notes set forth in this
Agreement. The execution of this Agreement is a condition to the closing under the Purchase
Agreement.




          In consideration of the foregoing, the parties hereto agree as follows:




          1. Definitions. As used in this Agreement, the following capitalized defined terms
shall have the following meanings:




          “1933 Act” shall mean the Securities Act of 1933, as amended from time to time.




          “1934 Act” shall mean the Securities Exchange Act of 1934, as amended from time to time.




          “Closing Date” shall mean the Closing Date as defined in the Purchase Agreement.




          “Company” shall have the meaning set forth in the preamble to this Agreement and shall also
include the Company’s successors.




          “Exchange Notes” shall mean Notes issued by the Operating Partnership under the Indenture
containing terms identical to the Notes (except that (i) interest thereon shall accrue from the
last date on which interest was paid on the Notes or, if no such interest has










 



 




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been paid, from October 31, 2006, (ii) the Exchange Notes will not contain restrictions on
transfer and (iii) certain provisions relating to an increase in the stated rate of interest
thereon shall be eliminated) and to be offered to Holders of Notes in exchange for Notes pursuant
to the Exchange Offer.




          “Exchange Offer” shall mean the exchange offer by the Company of Exchange Notes for
Registrable Notes pursuant to Section 2(a) hereof.




          “Exchange Offer Registration” shall mean a registration under the 1933 Act effected pursuant
to Section 2(a) hereof.




          “Exchange Offer Registration Statement” shall mean an exchange offer registration statement on
Form S-4 (or, if applicable, on another appropriate form) and all amendments and supplements to
such registration statement, in each case including the Prospectus contained therein, all exhibits
thereto and all material incorporated by reference therein.




          “Holder” shall mean the Initial Purchaser, for so long as it owns any Registrable Notes, and
its successors, assigns and direct and indirect transferees who become registered owners of
Registrable Notes under the Indenture; provided that for purposes of Sections 4 and 5 of this
Agreement, the term “Holder” shall include Participating Broker-Dealers (as defined in Section
4(a)).




          “Indenture” shall mean the Indenture relating to the Notes dated as of October 31, 2006
between the Operating Partnership, FelCor, the Subsidiary Guarantors and U.S. Bank National
Association, as trustee, and as the same may be amended or supplemented from time to time in
accordance with the terms thereof.




          “Initial Purchaser” shall have the meaning set forth in the preamble to this Agreement.




          “Majority Holders” shall mean the Holders of a majority of the aggregate principal amount of
outstanding Registrable Notes; provided that whenever the consent or approval of Holders of a
specified percentage of Registrable Notes is required hereunder, Registrable Notes held by the
Company or any of its affiliates (as such term is defined in Rule 405 under the 1933 Act) (other
than the Initial Purchaser or subsequent holders of Registrable Notes if such subsequent holders
are deemed to be such affiliates solely by reason of their holding of such Registrable Notes) shall
not be counted in determining whether such consent or approval was given by the Holders of such
required percentage or amount.




          “Notes” shall have the meaning set forth in the second paragraph of this Agreement.










 



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          “Person” shall mean an individual, partnership, corporation, trust or unincorporated
organization, or a government or agency or political subdivision thereof.




          “Prospectus” shall mean the prospectus included in a Registration Statement, including any
preliminary prospectus, and any such prospectus as amended or supplemented by any prospectus
supplement, including a prospectus supplement with respect to the terms of the offering of any
portion of the Registrable Notes covered by a Shelf Registration Statement, and by all other
amendments and supplements to such prospectus, including post-effective amendments, and in each
case including all material incorporated by reference therein.




          “Purchase Agreement” shall have the meaning set forth in the second paragraph of this
Agreement.




          “Registrable Notes” shall mean the Notes other than the Exchanges Notes; provided, however,
that a Note shall cease to be a Registrable Note (i) when a Registration Statement with respect to
such Note shall have been declared effective under the 1933 Act and such Note shall have been
disposed of pursuant to such Registration Statement, (ii) when such Note has been sold to the
public pursuant to Rule 144(k) (or any similar provision then in force, but not Rule 144A) under
the 1933 Act or (iii) when such Note shall have ceased to be outstanding.




          “Registration Expenses” shall mean any and all expenses incident to performance of or
compliance by the Company with this Agreement, including without limitation: (i) all SEC, stock
exchange or National Association of Securities Dealers, Inc. (the “NASD”) registration and filing
fees, (ii) all fees and expenses incurred in connection with compliance with state securities or
blue sky laws (including reasonable fees and disbursements of counsel for any underwriters or
Holders in connection with blue sky qualification of any of the Exchange Notes or Registrable
Notes), (iii) all expenses of any Persons in preparing or assisting in preparing, word processing,
printing and distributing any Registration Statement, any Prospectus, any amendments or supplements
thereto, any underwriting agreements, securities sales agreements and other documents relating to
the performance of and compliance with this Agreement, (iv) all rating agency fees, (v) all fees
and disbursements relating to the qualification of the Indenture under applicable securities laws,
(vi) the fees and disbursements of the Trustee and its counsel, (vii) the fees and disbursements of
counsel for the Company and, in the case of a Shelf Registration Statement, the reasonable fees and
disbursements of one counsel for the Holders (which counsel shall be selected by the Majority
Holders and which counsel may also be counsel for the Initial Purchaser) and (viii) the fees and
disbursements of the independent public accountants of the Company, including the expenses of any
special audits or “cold comfort” letters required by or incident to such performance and
compliance, but excluding fees and expenses of counsel to the underwriters (other than reasonable
fees and expenses set forth in clause (ii) above) or the Holders
and










 



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underwriting discounts and commissions and transfer taxes, if any, relating to the sale or disposition
of Registrable Notes by a Holder.




          “Registration Statement” shall mean any registration statement of FelCor and the Operating
Partnership that covers any of the Exchange Notes or Registrable Notes pursuant to the provisions
of this Agreement and all amendments and supplements to any such Registration Statement, including
post-effective amendments, in each case including the Prospectus contained therein, all exhibits
thereto and all material incorporated by reference therein.




          “SEC” shall mean the Securities and Exchange Commission.




          “Shelf Registration” shall mean a registration effected pursuant to Section 2(b) hereof.




          “Shelf Registration Statement” shall mean a “shelf” registration statement of the Company
pursuant to the provisions of Section 2(b) of this Agreement which covers all of the Registrable
Notes (but no other Notes unless approved by the Holders whose Registrable Notes are covered by
such Shelf Registration Statement) on an appropriate form under Rule 415 under the 1933 Act, or any
similar rule that may be adopted by the SEC, and all amendments and supplements to such
registration statement, including post-effective amendments, in each case including the Prospectus
contained therein, all exhibits thereto and all material incorporated by reference therein.




          “Subsidiary Guarantors” shall mean each of (i) FelCor/CSS Holdings, L.P., a Delaware limited
partnership, (ii) FelCor Hotel Asset Company, L.L.C., a Delaware limited liability company, (iii)
FelCor Pennsylvania Company, L.L.C., a Delaware limited liability company, (iv) FelCor Lodging
Holding Company, L.L.C., a Delaware limited liability company, (v) FHAC Texas Holdings, L.P., a
Texas limited partnership, (vi) FelCor Canada Co., a Nova Scotia unlimited liability company, (vii)
FelCor Omaha Hotel Company, L.L.C., a Delaware limited liability company, (viii) FelCor TRS
Holdings, L.P., a Delaware limited partnership, (ix) Myrtle Beach Hotels, L.L.C., a Delaware
limited liability company, (x) FelCor TRS Borrower 1, L.P., a Delaware limited partnership, (xi)
FelCor TRS Guarantor, L.P., a Delaware limited partnership, (xii) Center City Hotel Associates, a
Pennsylvania limited partnership, (xiii) FelCor Lodging Company, L.L.C., a Delaware limited
liability company, (xiv) FelCor TRS Borrower 3, L.P., a Delaware limited partnership, and (xv)
FelCor TRS Borrower 4, L.L.C., a Delaware limited liability company, and each other entity that
becomes a Subsidiary Guarantor in accordance with the terms of the Indenture.




          “Trustee” shall mean the trustee with respect to the Notes under the Indenture.




          “Underwritten Registration” or “Underwritten Offering” shall mean a registration in which
Registrable Notes are sold to an Underwriter (as hereinafter defined) for reoffering to the public.










 



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          2. Registration Under The 1933 Act. (a) To the extent not prohibited by any applicable
law or applicable interpretation of the Staff of the SEC, the Company shall cause to be filed after
the Closing Date an Exchange Offer Registration Statement covering the offer by the Company to the
Holders to exchange all of the Registrable Notes for Exchange Notes, use its commercially
reasonable efforts to have such Registration Statement declared effective by the SEC, and to have
such Exchange Offer Registration Statement remain effective until the closing of the Exchange
Offer. The Company shall commence the Exchange Offer promptly after the Exchange Offer Registration
Statement has been declared effective by the SEC and use its commercially reasonable efforts to
have the Exchange Offer consummated not later than 180 days after the Closing Date. The Company
shall commence the Exchange Offer by mailing the related exchange offer Prospectus and accompanying
documents to each Holder stating, in addition to such other disclosures as are required by
applicable law:





     (i) that the Exchange Offer is being made pursuant to this Agreement and that all
Registrable Notes validly tendered will be accepted for exchange;




     (ii) the dates of acceptance for exchange (which shall be a period of at least 20
business days from the date such notice is mailed) (the “Exchange Dates”);




     (iii) that any Registrable Note not tendered will remain outstanding and continue to
accrue interest in accordance with the terms of the Notes, but will not retain any rights
under this Agreement;




     (iv) that Holders electing to have a Registrable Note exchanged pursuant to the
Exchange Offer will be required to surrender such Registrable Note, together with the
enclosed letters of transmittal, to the institution and at the address located in the
Borough of Manhattan, The City of New York, specified in the notice prior to the close of
business on the last Exchange Date; and




     (v) that Holders will be entitled to withdraw their election, not later than the close
of business on the last Exchange Date, by sending to the institution and at the address
located in the Borough of Manhattan, The City of New York, specified in the notice a telex,
facsimile transmission or letter setting forth the name of such Holder, the principal amount
of Registrable Notes delivered for exchange and a statement that such Holder is withdrawing
his election to have such Notes exchanged.




     As soon as practicable after the last Exchange Date, the Company shall:




     (i) accept for exchange Registrable Notes or portions thereof tendered and not validly
withdrawn pursuant to the Exchange Offer; and









 



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     (ii) deliver, or cause to be delivered, to the Trustee for cancellation all Registrable
Notes or portions thereof so accepted for exchange by the Company and issue, and cause the
Trustee to promptly authenticate and mail to each Holder, an Exchange Note equal in
principal amount to the principal amount of the Registrable Notes surrendered by such
Holder.


The Company shall use its commercially reasonable efforts to complete the Exchange Offer as
provided above and shall comply with the applicable requirements of the 1933 Act, the 1934 Act and
other applicable laws and regulations in connection with the Exchange Offer. The Exchange Offer
shall not be subject to any conditions, other than that the Exchange Offer does not violate
applicable law or any applicable interpretation of the Staff of the SEC. The Company shall inform
the Initial Purchaser, if requested by the Initial Purchaser, of the names and addresses of the
Holders to whom the Exchange Offer is made, and the Initial Purchaser shall have the right, subject
to applicable law, to contact such Holders and otherwise facilitate the tender of Registrable Notes
in the Exchange Offer.




          (b) In the event that (i) the Company determines that the Exchange Offer Registration provided
for in Section 2(a) above is not available or may not be consummated as soon as practicable after
the last Exchange Date because it would violate applicable law or the applicable interpretations of
the Staff of the SEC, (ii) the Exchange Offer is not for any other reason consummated on or prior
to 180 days after the Closing Date, or (iii) in the opinion of counsel for the Initial Purchaser a
Registration Statement must be filed and a Prospectus must be delivered by the Initial Purchaser in
connection with any offering or sale of Registrable Notes, the Company shall cause to be filed as
soon as practicable after such determination, date or notice of such opinion of counsel is given to
the Company, a Shelf Registration Statement providing for the sale by the Holders of all of the
Registrable Notes and use its commercially reasonable efforts to have such Shelf Registration
Statement declared effective by the SEC. In the event the Company is required to file a Shelf
Registration Statement solely as a result of the matters referred to in clause (iii) of the
preceding sentence, the Company shall file and use its commercially reasonable efforts to have
declared effective by the SEC both an Exchange Offer Registration Statement pursuant to Section
2(a) with respect to all Registrable Notes and a Shelf Registration Statement (which may be a
combined Registration Statement with the Exchange Offer Registration Statement) with respect to
offers and sales of Registrable Notes held by the Initial Purchaser after completion of the
Exchange Offer. The Company agrees to use its commercially reasonable efforts to keep the Shelf
Registration Statement continuously effective until the expiration of the period referred to in
Rule 144(k) with respect to all Registrable Notes covered by the Shelf Registration Statement or
such shorter period that will terminate when all of the Registrable Notes covered by the Shelf
Registration Statement have been sold pursuant to the Shelf Registration Statement. The Company
further agrees to supplement or amend the Shelf Registration Statement if required by the rules,
regulations or instructions applicable to the registration form used by the Company for such Shelf
Registration Statement or by the 1933 Act or by any other rules and regulations










 



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thereunder for shelf registration or if reasonably requested by a Holder with respect to
information relating to such Holder, and to use its commercially reasonable efforts to cause any
such amendment to become effective and such Shelf Registration Statement to become usable as soon
as thereafter practicable. The Company agrees to furnish to the Holders of Registrable Notes
copies of any such supplement or amendment promptly after its being used or filed with the SEC.




          (c) The Company shall pay all Registration Expenses in connection with the registration
pursuant to Section 2(a) or Section 2(b). Each Holder shall pay all underwriting discounts and
commissions and transfer taxes, if any, relating to the sale or disposition of such Holder’s
Registrable Notes pursuant to the Shelf Registration Statement.




          (d) An Exchange Offer Registration Statement pursuant to Section 2(a) hereof or a Shelf
Registration Statement pursuant to Section 2(b) hereof will not be deemed to have become effective
unless it has been declared effective by the SEC; provided, however, that, if, after it has been
declared effective, the offering of Registrable Notes pursuant to a Shelf Registration Statement is
interfered with by any stop order, injunction or other order or requirement of the SEC or any other
governmental agency or court, such Registration Statement will be deemed not to have become
effective during the period of such interference until the offering of Registrable Notes pursuant
to such Registration Statement may legally resume. As provided for in the Indenture, in the event
that the Exchange Offer is not consummated, and if a Shelf Registration Statement is required
hereby, the Shelf Registration Statement is not declared effective on or prior to 180 days after
the Closing Date, the interest rate on the Notes (and the Exchange Notes) will increase by 0.5% per
annum until the Exchange Offer is consummated or a Shelf Registration Statement is declared
effective.




          (e) Without limiting the remedies available to the Initial Purchaser and the Holders, the
Company acknowledges that any failure by the Company to comply with its obligations under Section
2(a) and Section 2(b) hereof may result in material irreparable injury to the Initial Purchaser or
the Holders for which there is no adequate remedy at law, that it will not be possible to measure
damages for such injuries precisely and that, in the event of any such failure, the Initial
Purchaser or any Holder may obtain such relief as may be required to specifically enforce the
Company’s obligations under Section 2(a) and Section 2(b) hereof.




          3. Registration Procedures. In connection with the obligations of the Company with
respect to the Registration Statements pursuant to Section 2(a) and Section 2(b) hereof, the
Company shall as expeditiously as possible:





     (a) prepare and file with the SEC a Registration Statement on the appropriate form
under the 1933 Act, which form (x) shall be selected by the Company and (y) shall, in the
case of a Shelf Registration, be available for the sale of the Registrable Notes by the
selling Holders thereof and (z) shall comply as to form in all material respects with the
requirements of the applicable form and include all financial statements









 



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required by the SEC to be filed therewith, and use its commercially reasonable
efforts to cause such Registration Statement to become effective and remain effective in
accordance with Section 2 hereof;




     (b) prepare and file with the SEC such amendments and post-effective amendments to each
Registration Statement as may be necessary to keep such Registration Statement effective for
the applicable period and cause each Prospectus to be supplemented by any required
prospectus supplement and, as so supplemented, to be filed pursuant to Rule 424 under the
1933 Act; to keep each Prospectus current during the period described under Section 4(3) and
Rule 174 under the 1933 Act that is applicable to transactions by brokers or dealers with
respect to the Registrable Notes or Exchanges Notes;




     (c) in the case of a Shelf Registration, furnish to each Holder of Registrable Notes,
to counsel for the Initial Purchaser, to counsel for the Holders and to each Underwriter of
an Underwritten Offering of Registrable Notes, if any, without charge, as many copies of
each Prospectus, including each preliminary Prospectus, and any amendment or supplement
thereto and such other documents as such Holder or Underwriter may reasonably request, in
order to facilitate the public sale or other disposition of the Registrable Notes; and the
Company consents to the use of such Prospectus and any amendment or supplement thereto in
accordance with applicable law by each of the selling Holders of Registrable Notes and any
such Underwriters in connection with the offering and sale of the Registrable Notes covered
by and in the manner described in such Prospectus or any amendment or supplement thereto in
accordance with applicable law;




     (d) use its commercially reasonable efforts to register or qualify the Registrable
Notes under all applicable state securities or “blue sky” laws of such jurisdictions as any
Holder of Registrable Notes covered by a Registration Statement shall reasonably request in
writing by the time the applicable Registration Statement is declared effective by the SEC,
to cooperate with such Holders in connection with any filings required to be made with the
NASD and do any and all other acts and things which may be reasonably necessary or advisable
to enable such Holder to consummate the disposition in each such jurisdiction of such
Registrable Notes owned by such Holder; provided, however, that the Company shall not be
required to (i) qualify as a foreign corporation or as a broker or dealer in securities in
any jurisdiction where it would not otherwise be required to qualify but for this Section
3(d), (ii) file any general consent to service of process or (iii) subject itself to
taxation in any such jurisdiction that it is already not so subject;




     (e) in the case of a Shelf Registration, notify each Holder of Registrable Notes,
counsel for the Holders and counsel for the Initial Purchaser promptly and, if









 



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requested by any such Holder or counsel, confirm such advice in writing (i) when such
Registration Statement has become effective and when any post-effective amendment thereto
has been filed and becomes effective, (ii) of any request by the SEC or any state securities
authority for amendments and supplements to such Registration Statement and Prospectus or
for additional information after such Registration Statement has become effective, (iii) of
the issuance by the SEC or any state securities authority of any stop order suspending the
effectiveness of such Registration Statement or the initiation of any proceedings for that
purpose, (iv) if, between the effective date of such Registration Statement and the closing
of any sale of Registrable Notes covered thereby, the representations and warranties of the
Company contained in any underwriting agreement, securities sales agreement or other similar
agreement, if any, relating to the offering cease to be true and correct in any material
respect or if the Company receives any notification with respect to the suspension of the
qualification of the Registrable Notes for sale in any jurisdiction or the initiation of any
proceeding for such purpose, (v) of the happening of any event during the period a Shelf
Registration Statement is effective such that such Registration Statement or the related
Prospectus contains an untrue statement of a material fact or omits to state a material fact
required to be stated therein or necessary to make statements therein not misleading and
(vi) of any determination by the Company that a post-effective amendment to such
Registration Statement would be appropriate;




     (f) make every reasonable effort to obtain the withdrawal of any order suspending the
effectiveness of a Registration Statement at the earliest possible moment and provide
immediate notice to each Holder of the withdrawal of any such order;




     (g) in the case of a Shelf Registration, furnish to each Holder of Registrable Notes,
without charge, at least one conformed copy of each Registration Statement and any
post-effective amendment thereto (without documents incorporated therein by reference or
exhibits thereto, unless requested);




     (h) in the case of a Shelf Registration, cooperate with the selling Holders of
Registrable Notes to facilitate the timely preparation and delivery of certificates
representing Registrable Notes to be sold and not bearing any restrictive legends and enable
such Registrable Notes to be in such denominations (consistent with the provisions of the
Indenture) and registered in such names as the selling Holders may reasonably request at
least one business day prior to the closing of any sale of Registrable Notes;




     (i) in the case of a Shelf Registration, upon the occurrence of any event contemplated
by Section 3(e)(v) or (vi) hereof, use its commercially reasonable efforts to prepare and
file with the SEC a supplement or post-effective amendment to a Registration Statement or
the related Prospectus or any document incorporated therein by reference or file any other
required document so that, as thereafter delivered to the









 



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purchasers of the Registrable Notes, such Prospectus will not contain any untrue
statement of a material fact or omit to state a material fact necessary to make the
statements therein, in the light of the circumstances under which they were made, not
misleading. The Company agrees to notify the Holders to suspend use of the Prospectus as
promptly as practicable after the occurrence of such an event, and the Holders hereby agree
to suspend use of the Prospectus upon receipt of such notice until the Company has amended
or supplemented the Prospectus to correct such misstatement or omission;




     (j) a reasonable time prior to the filing of any Registration Statement, any
Prospectus, any amendment to a Registration Statement or amendment or supplement to a
Prospectus or any document which is to be incorporated by reference into a Registration
Statement or a Prospectus after initial filing of a Registration Statement, provide copies
of such document to the Initial Purchaser and its counsel, upon request, (and, in the case
of a Shelf Registration Statement, the Holders and their counsel) and make such of the
representatives of the Company as shall be reasonably requested by the Initial Purchaser or
its counsel (and, in the case of a Shelf Registration Statement, the Holders or their
counsel) available for discussion of such document, and shall not at any time file or make
any amendment to the Registration Statement, any Prospectus or any amendment of or
supplement to a Registration Statement or a Prospectus or any document which is to be
incorporated by reference into a Registration Statement or a Prospectus, of which the
Initial Purchaser and its counsel (and, in the case of a Shelf Registration Statement, the
Holders and their counsel) shall not have previously been advised and furnished a copy or to
which the Initial Purchaser or its counsel (and, in the case of a Shelf Registration
Statement, the Holders or their counsel) shall reasonably object;




     (k) cause the Indenture to be qualified under the Trust Indenture Act of 1939, as
amended (the “TIA”), in connection with the registration of the Exchange Notes or
Registrable Notes, as the case may be, cooperate with the Trustee and the Holders to effect
such changes to the Indenture as may be required for the Indenture to be so qualified in
accordance with the terms of the TIA and execute, and use its commercially reasonable
efforts to cause the Trustee to execute, all documents as may be required to effect such
changes and all other forms and documents required to be filed with the SEC to enable the
Indenture to be so qualified in a timely manner;




     (l) in the case of a Shelf Registration, make available for inspection by a
representative of the Holders of the Registrable Notes, any Underwriter participating in any
disposition pursuant to such Shelf Registration Statement, and attorneys and accountants
designated by the Holders, at reasonable times and in a reasonable manner, all financial and
other records, pertinent documents and properties of the Company, and cause the respective
officers, directors and employees of the Company to supply









 



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all information reasonably requested by any such representative, Underwriter, attorney
or accountant in connection with a Shelf Registration Statement;




     (m) in the case of a Shelf Registration, use its commercially reasonable efforts to
cause all Registrable Notes to be listed on any securities exchange or any automated system
on which similar securities issued by FelCor or the Operating Partnership are then listed if
requested by the Majority Holders, to the extent such Registrable Notes satisfy applicable
listing requirements;




     (n) use its commercially reasonable efforts to cause the Exchange Notes or Registrable
Notes, as the case may be, to be rated by two nationally recognized statistical rating
organizations (as such term is defined in Rule 436(g)(2) under the 1933 Act);




     (o) if reasonably requested by any Holder of Registrable Notes covered by a
Registration Statement in order to accurately reflect information regarding such Holder or
such Holder’s plan of distribution as required by such Registration Statement, (i) promptly
incorporate in a Prospectus supplement or post-effective amendment such required information
with respect to such Holder as such Holder reasonably requests to be included therein and
(ii) make all required filings of such Prospectus supplement or such post-effective
amendment as soon as the Company has received notification of the matters to be incorporated
in such filing; and




     (p) in the case of a Shelf Registration, use its commercially reasonable efforts to
enter into such customary agreements and take all such other actions in connection therewith
(including those requested by the Holders of a majority of the Registrable Notes being sold)
in order to expedite or facilitate the disposition of such Registrable Notes including, but
not limited to, an Underwritten Offering and in such connection, (i) to the extent possible,
make such representations and warranties to the Holders and any Underwriters of such
Registrable Notes with respect to the business of the Company and its subsidiaries, the
Registration Statement, Prospectus and documents incorporated by reference or deemed
incorporated by reference, if any, in each case, in form, substance and scope as are
customarily made by issuers to underwriters in Underwritten Offerings (but in no event more
onerous to the Company than those contained in the Purchase Agreement), and confirm the same
if and when requested, (ii) obtain opinions of counsel to the Company (which counsel and
opinions, in form, scope and substance, shall be reasonably satisfactory to the Holders and
such Underwriters and their respective counsel) addressed to each selling Holder and
Underwriter of Registrable Notes covering the matters customarily covered in opinions
requested in Underwritten Offerings (but in no event more onerous to the Company than those
opinions required in the Purchase Agreement), (iii) obtain “cold comfort” letters from the
independent certified public accountants of FelCor and the Operating









 



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Partnership (and, if necessary, any other certified public accountant of any subsidiary
of the Company, or of any business acquired by the Company for which financial statements
and financial data are or are required to be included in the Registration Statement)
addressed to each selling Holder and Underwriter of Registrable Notes, such letters to be in
customary form and covering matters of the type customarily covered in “cold comfort”
letters in connection with Underwritten Offerings, and (iv) deliver such documents and
certificates as may be reasonably requested by the Holders of a majority in principal amount
of the Registrable Notes being sold or the Underwriters, and which are customarily delivered
in Underwritten Offerings, to evidence the continued validity of the representations and
warranties of the Company made pursuant to clause (i) above and to evidence compliance with
any customary conditions contained in an underwriting agreement.



          In the case of a Shelf Registration Statement, the Company may require each Holder of
Registrable Notes to furnish to the Company such information regarding such Holder and the proposed
distribution by such Holder of such Registrable Notes as the Company may from time to time
reasonably request in writing.




          In the case of a Shelf Registration Statement, each Holder agrees that, upon receipt of any
notice from the Company of the happening of any event of the kind described in Section 3(e)(v) or
(vi) hereof, such Holder will forthwith discontinue disposition of Registrable Notes pursuant to a
Registration Statement until such Holder’s receipt of the copies of the supplemented or amended
Prospectus contemplated by Section 3(i) hereof, and, if so directed by the Company, such Holder
will deliver to the Company (at its expense) all copies in its possession, other than permanent
file copies then in such Holder’s possession, of the Prospectus covering such Registrable Notes
current at the time of receipt of such notice. The Company may suspend the availability of any
Shelf Registration Statement for not more than two times during any 365 day period and any such
suspensions may not exceed 30 days for each suspension. If the Company shall give any such notice
to suspend the disposition of Registrable Notes pursuant to a Registration Statement, the Company
shall extend the period during which the Registration Statement shall be maintained effective
pursuant to this Agreement by the number of days during the period from and including the date of
the giving of such notice to and including the date when the Company shall have made available to
the Holders copies of the supplemented or amended Prospectus necessary to resume such dispositions.




          The Holders of Registrable Notes covered by a Shelf Registration Statement who desire to do so
may sell such Registrable Notes in an Underwritten Offering; provided that the Company shall be
required to use its commercially reasonable efforts to make an Underwritten Offering only upon the
request of Holders of at least 25% of the Registrable Notes outstanding at the time such request is
delivered to the Company. In the case of any Underwritten Offering, the Company shall (x) provide
written notice to the Holders of all Registrable Notes of such Underwritten Offering at least 30
days prior to the filing of a prospectus for










 



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such Underwritten Offering, (y) specify a date, which shall be no earlier than 10 days
following the date of such notice, by which each such Holder must inform the Company of its intent
to participate in such Underwritten Offering and (z) include reasonable procedures that are
customary to underwritten offerings of the type contemplated herein that such Holder must follow in
order to participate in such Underwritten Offering. In any such Underwritten Offering, the
investment banker or investment bankers and manager or managers (the “Underwriters”) that will
administer the offering will be selected by the Majority Holders of the Registrable Notes included
in such offering and shall be approved by the Company, which approval shall not be unreasonably
withheld.




          4. Participation of Broker-Dealers In Exchange Offer. (a) The Staff of the SEC has
taken the position that any broker-dealer that receives Exchange Notes for its own account in the
Exchange Offer in exchange for Notes that were acquired by such broker-dealer as a result of
market-making or other trading activities (a “Participating Broker-Dealer”), may be deemed to be an
“underwriter” within the meaning of the 1933 Act and must deliver a prospectus meeting the
requirements of the 1933 Act in connection with any resale of such Exchanges Notes.




          The Company understands that it is the Staff’s position that if the Prospectus contained in
the Exchange Offer Registration Statement includes a plan of distribution containing a statement to
the above effect and the means by which Participating Broker-Dealers may resell the Exchange Notes,
without naming the Participating Broker-Dealers or specifying the amount of Exchange Notes owned by
them, such Prospectus may be delivered by Participating Broker-Dealers to satisfy their prospectus
delivery obligation under the 1933 Act in connection with resales of Exchange Notes for their own
accounts, so long as the Prospectus otherwise meets the requirements of the 1933 Act.




          (a) In light of the above, notwithstanding the other provisions of this Agreement, the Company
agrees that the provisions of this Agreement as they relate to a Shelf Registration shall also
apply to an Exchange Offer Registration to the extent, and with such reasonable modifications
thereto as may be, reasonably requested by the Initial Purchaser or by one or more Participating
Broker-Dealers, in each case as provided in clause (ii) below, in order to expedite or facilitate
the disposition of any Exchange Notes by Participating Broker-Dealers consistent with the positions
of the Staff recited in Section 4(a) above; provided that:





     (i) the Company shall not be required to amend or supplement the Prospectus contained
in the Exchange Offer Registration Statement, as would otherwise be contemplated by Section
3(i), for a period exceeding 180 days after the last Exchange Date (as such period may be
extended pursuant to the penultimate paragraph of Section 3 of this Agreement) and
Participating Broker-Dealers shall not be authorized









 



-14-



by the Company to deliver and shall not deliver such Prospectus after such period in
connection with the resales contemplated by this Section 4; and




     (ii) the application of the Shelf Registration procedures set forth in Section 3 of
this Agreement to an Exchange Offer Registration, to the extent not required by the
positions of the Staff of the SEC or the 1933 Act and the rules and regulations thereunder,
will be in conformity with the reasonable request to the Company by the Initial Purchaser or
with the reasonable request in writing to the Company by one or more broker-dealers who
certify to the Initial Purchaser and the Company in writing that they anticipate that they
will be Participating Broker-Dealers; and provided further that, in connection with such
application of the Shelf Registration procedures set forth in Section 3 to an Exchange Offer
Registration, the Company shall be obligated (x) to deal only with one entity representing
the Participating Broker-Dealers, which shall be the Initial Purchaser unless it elects not
to act as such representative, (y) to pay the fees and expenses of only one counsel
representing the Participating Broker-Dealers, which shall be counsel to the Initial
Purchaser unless such counsel elects not to so act and (z) to cause to be delivered only
one, if any, “cold comfort” letter with respect to the Prospectus in the form existing on
the last Exchange Date and with respect to each subsequent amendment or supplement, if any,
effected during the period specified in clause (i) above.



          (c) The Initial Purchaser shall have no liability to the Company or any Holder with respect to
any request that it may make pursuant to Section 4(b) above.




          5. Indemnification and Contribution. (a) The Company agrees to indemnify and hold
harmless the Initial Purchaser, each Holder and each person, if any, who controls the Initial
Purchaser or any Holder within the meaning of either Section 15 of the 1933 Act or Section 20 of
the 1934 Act, or is under common control with, or is controlled by, the Initial Purchaser or any
Holder, from and against all losses, claims, damages and liabilities (including, without
limitation, any legal or other expenses reasonably incurred by the Initial Purchaser, any Holder or
any such controlling or affiliated person in connection with defending or investigating any such
action or claim) caused by any untrue statement or alleged untrue statement of a material fact
contained in any Registration Statement (or any amendment thereto) pursuant to which Exchange Notes
or Registrable Notes were registered under the 1933 Act, including all documents incorporated
therein by reference, or caused by any omission or alleged omission to state therein a material
fact required to be stated therein or necessary to make the statements therein not misleading, or
caused by any untrue statement or alleged untrue statement of a material fact contained in any
Prospectus (as amended or supplemented if the Company shall have furnished any amendments or
supplements thereto), or caused by any omission or alleged omission to state therein a material
fact necessary to make the statements therein in the light of the circumstances under which they
were made not misleading, except insofar as such losses, claims, damages or liabilities are caused
by any such










 



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untrue statement or omission or alleged untrue statement or omission based upon information
relating to the Initial Purchaser or any Holder furnished to the Company in writing by the Initial
Purchaser or such Holder expressly for use therein. In connection with any Underwritten Offering
permitted by Section 3, the Company will also indemnify the Underwriters, if any, their officers
and directors and each Person who controls such Persons (within the meaning of the Securities Act
and the Exchange Act) to the same extent as provided above with respect to the indemnification of
the Holders, if requested in connection with any Registration Statement.




          (b) Each Holder agrees, severally and not jointly, to indemnify and hold harmless the Company,
the Initial Purchaser and the other selling Holders, and each of their respective directors,
officers who sign the Registration Statement and each person, if any, who controls the Company, the
Initial Purchaser and any other selling Holder within the meaning of either Section 15 of the 1933
Act or Section 20 of the 1934 Act to the same extent as the foregoing indemnity from the Company to
the Initial Purchaser and the Holders, but only with reference to information relating to such
Holder furnished to the Company in writing by such Holder expressly for use in any Registration
Statement (or any amendment thereto) or any Prospectus (or any amendment or supplement thereto).




          (c) In case any proceeding (including any governmental investigation) shall be instituted
involving any person in respect of which indemnity may be sought pursuant to either paragraph (a)
or paragraph (b) above, such person (the “indemnified party”) shall promptly notify the person
against whom such indemnity may be sought (the “indemnifying party”) in writing and the
indemnifying party, upon request of the indemnified party, shall retain counsel reasonably
satisfactory to the indemnified party to represent the indemnified party and any others the
indemnifying party may designate in such proceeding and shall pay the reasonable fees and
disbursements of such counsel related to such proceeding. In any such proceeding, any indemnified
party shall have the right to retain its own counsel, but the fees and expenses of such counsel
shall be at the expense of such indemnified party unless (i) the indemnifying party and the
indemnified party shall have mutually agreed to the retention of such counsel, (ii) the named
parties to any such proceeding (including any impleaded parties) include both the indemnifying
party and the indemnified party and representation of both parties by the same counsel would be
inappropriate due to actual or potential differing interests between them or (iii) the indemnifying
party does not, within a reasonable period of time after request of such indemnified party, retain
counsel to represent such indemnified party. It is understood that the indemnifying party shall
not, in connection with any proceeding or related proceedings in the same jurisdiction, be liable
for (A) the reasonable fees and expenses of more than one separate firm (in addition to any local
counsel) for the Initial Purchaser and all persons, if any, who control the Initial Purchaser
within the meaning of either Section 15 of the 1933 Act or Section 20 of the 1934 Act, (B) the
reasonable fees and expenses of more than one separate firm (in addition to any local counsel) for
the Company, its directors and officers who sign the Registration Statement and each person, if
any, who










 



-16-



controls the Company within the meaning of either such Section and (C) the fees and expenses of
more than one separate firm (in addition to any local counsel) for all Holders and all persons, if
any, who control any Holders within the meaning of either such Section, and that all such fees and
expenses shall be reimbursed as they are incurred. In such case involving the Initial Purchaser
and persons who control the Initial Purchaser, such firm shall be designated in writing by the
Initial Purchaser. In such case involving the Holders and such persons who control Holders, such
firm shall be designated in writing by the Majority Holders. In all other cases, such firm shall
be designated by the Company. The indemnifying party shall not be liable for any settlement of any
proceeding effected without its written consent but, if settled with such consent or if there be a
final judgment for the plaintiff, the indemnifying party agrees to indemnify the indemnified party
from and against any loss or liability by reason of such settlement or judgment. Notwithstanding
the foregoing sentence, if at any time an indemnified party shall have requested an indemnifying
party to reimburse the indemnified party for reasonable fees and expenses of counsel as
contemplated by the second and third sentences of this paragraph, the indemnifying party agrees
that it shall be liable for any settlement of any proceeding effected without its written consent
if (i) such settlement is entered into more than 45 days after receipt by such indemnifying party
of the aforesaid request and (ii) such indemnifying party shall not have reimbursed the indemnified
party for such fees and expenses of counsel in accordance with such request prior to the date of
such settlement. No indemnifying party shall, without the prior written consent of the indemnified
party, effect any settlement of any pending or threatened proceeding in respect of which such
indemnified party is or could have been a party and indemnity could have been sought hereunder by
such indemnified party, unless such settlement includes an unconditional release of such
indemnified party from all liability on claims that are the subject matter of such proceeding.




          (d) If the indemnification provided for in paragraph (a) or paragraph (b) of this Section 5 is
unavailable to an indemnified party or insufficient in respect of any losses, claims, damages or
liabilities, then each indemnifying party under such paragraph, in lieu of indemnifying such
indemnified party thereunder, shall contribute to the amount paid or payable by such indemnified
party as a result of such losses, claims, damages or liabilities in such proportion as is
appropriate to reflect the relative fault of the indemnifying party or parties on the one hand and
of the indemnified party or parties on the other hand in connection with the statements or
omissions that resulted in such losses, claims, damages or liabilities, as well as any other
relevant equitable considerations. The relative fault of the Company and the Holders shall be
determined by reference to, among other things, whether the untrue or alleged untrue statement of a
material fact or the omission or alleged omission to state a material fact relates to information
supplied by the Company or by the Holders and the parties’ relative intent, knowledge, access to
information and opportunity to correct or prevent such statement or omission. The Holders’
respective obligations to contribute pursuant to this Section 5(d) are several in proportion to the
respective number of Registrable Notes of such Holder that were registered pursuant to a
Registration Statement.










 



-17-




          (e) The Company and each Holder agree that it would not be just or equitable if contribution
pursuant to this Section 5 were determined by pro rata allocation or by any other method of
allocation that does not take account of the equitable considerations referred to in paragraph (d)
above. The amount paid or payable by an indemnified party as a result of the losses, claims,
damages and liabilities referred to in paragraph (d) above shall be deemed to include, subject to
the limitations set forth above, any legal or other expenses reasonably incurred by such
indemnified party in connection with investigating or defending any such action or claim.
Notwithstanding the provisions of this Section 5, no Holder shall be required to indemnify or
contribute any amount in excess of the amount by which the total price at which Registrable Notes
were sold by such Holder exceeds the amount of any damages that such Holder has otherwise been
required to pay by reason of such untrue or alleged untrue statement or omission or alleged
omission. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of
the 1933 Act) shall be entitled to contribution from any person who was not guilty of such
fraudulent misrepresentation. The remedies provided for in this Section 5 are not exclusive and
shall not limit any rights or remedies which may otherwise be available to any indemnified party at
law or in equity.




          The indemnity and contribution provisions contained in this Section 5 shall remain operative
and in full force and effect regardless of (i) any termination of this Agreement, (ii) any
investigation made by or on behalf of the Initial Purchaser, any Holder or any person controlling
the Initial Purchaser or any Holder, or by or on behalf of the Company, its officers or directors
or any person controlling the Company, (iii) acceptance of any of the Exchange Notes and (iv) any
sale of Registrable Notes pursuant to a Shelf Registration Statement.




          6. Miscellaneous.




          (a) No Inconsistent Agreements. The Company has not entered into, and on or after the
date of this Agreement will not enter into, any agreement which is inconsistent with the rights
granted to the Holders of Registrable Notes in this Agreement or otherwise conflicts with the
provisions hereof. The rights granted to the Holders hereunder do not in any way conflict with and
are not inconsistent with the rights granted to the holders of the Company’s other issued and
outstanding securities under any such agreements.




          (b) Amendments and Waivers. The provisions of this Agreement, including the
provisions of this sentence, may not be amended, modified or supplemented, and waivers or consents
to departures from the provisions hereof may not be given unless the Company has obtained the
written consent of Holders of at least a majority in aggregate principal amount of the outstanding
Registrable Notes affected by such amendment, modification, supplement, waiver or consent;
provided, however, that no amendment, modification, supplement, waiver or consents to any departure
from the provisions of Section 5 hereof shall be










 



-18-



effective as against any Holder of Registrable Notes unless consented to in writing by such
Holder.




          (c) Notices. All notices and other communications provided for or permitted hereunder
shall be made in writing by hand-delivery, registered first-class mail, facsimile or any courier
guaranteeing overnight delivery (i) if to a Holder, at the most current address given by such
Holder to the Company by means of a notice given in accordance with the provisions of this Section
6(c), which address initially is, with respect to the Initial Purchaser, the address set forth in
the Purchase Agreement; and (ii) if to the Company, initially at the Company’s address set forth in
the Purchase Agreement and thereafter at such other address, notice of which is given in accordance
with the provisions of this Section 6(c).




          All such notices and communications shall be deemed to have been duly given: at the time
delivered by hand, if personally delivered; five business days after being deposited in the mail,
postage prepaid, if mailed; when receipt is confirmed, if faxed; and on the next business day if
timely delivered to an air courier guaranteeing overnight delivery.




          Copies of all such notices, demands, or other communications shall be concurrently delivered
by the person giving the same to the Trustee, at the address specified in the Indenture.




          (d) Successors and Assigns. This Agreement shall inure to the benefit of and be
binding upon the successors, assigns and transferees of each of the parties, including, without
limitation and without the need for an express assignment, subsequent Holders; provided that
nothing herein shall be deemed to permit any assignment, transfer or other disposition of
Registrable Notes in violation of the terms of the Purchase Agreement. If any transferee of any
Holder shall acquire Registrable Notes, in any manner, whether by operation of law or otherwise,
such Registrable Notes shall be held subject to all of the terms of this Agreement, and by taking
and holding such Registrable Notes such person shall be conclusively deemed to have agreed to be
bound by and to perform all of the terms and provisions of this Agreement and such person shall be
entitled to receive the benefits hereof. The Initial Purchaser (in its capacity as Initial
Purchaser) shall have no liability or obligation to the Company with respect to any failure by a
Holder to comply with, or any breach by any Holder of, any of the obligations of such Holder under
this Agreement.




          (e) Purchases and Sales of Notes. The Company shall not, and shall use its
commercially reasonable efforts to cause its affiliates (as defined in Rule 405 under the 1933 Act)
not to, purchase and then resell or otherwise transfer any Notes other than Notes acquired and
cancelled.




          (f) Third Party Beneficiary. The Holders shall be third party beneficiaries to the
agreements made hereunder between the Company, on the one hand, and the Initial Purchaser, on the
other hand, and shall have the right to enforce such agreements directly to










 



-19-



the extent it deems such enforcement necessary or advisable to protect its rights or the
rights of Holders hereunder.




          (g) Counterparts. This Agreement may be executed in any number of counterparts and by
the parties hereto in separate counterparts, each of which when so executed shall be deemed to be
an original and all of which taken together shall constitute one and the same agreement.




          (h) Headings. The headings in this Agreement are for convenience of reference only
and shall not limit or otherwise affect the meaning hereof.




          (i) Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE
WITH THE INTERNAL LAWS OF THE STATE OF NEW YORK.




          (j) Severability. In the event that any one or more of the provisions contained
herein, or the application thereof in any circumstance, is held invalid, illegal or unenforceable,
the validity, legality and enforceability of any such provision in every other respect and of the
remaining provisions contained herein shall not be affected or impaired thereby.










 





          IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written
above.




	 	 	 	 	 	 	 
	 	 	FELCOR LODGING TRUST INCORPORATED
	 
	 	 	 	 	 	 
	 

	 	 	 	By:	 	/s/ Jonathan H. Yellen
	 

	 	 	 	 	 	 
	 

	 	 	 	 	 	Name: Jonathan H. Yellen
	 

	 	 	 	 	 	Title: Executive Vice President,
General Counsel and Secretary
	 
	 	 	 	 	 	 
	 	 	FELCOR LODGING LIMITED PARTNERSHIP
	 
	 	 	 	 	 	 
	 	 	By:	 	FelCor Lodging Trust Incorporated, as its
General Partner
	 
	 	 	 	 	 	 
	 

	 	 	 	By:	 	/s/ Jonathan H. Yellen
	 

	 	 	 	 	 	 
	 

	 	 	 	 	 	Name: Jonathan H. Yellen
	 

	 	 	 	 	 	Title: Executive Vice President,
General Counsel and Secretary





S-1








 




The foregoing Registration Rights Agreement
is hereby confirmed and accepted as of the
date hereof by:




MERRILL LYNCH & CO.

MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED




	 	 	 	 	 
	By:

	 	MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED	 	 
	 

	 	 	 	 
	By:
	 	
/s/ Scott Tolchin	 	 
	 

	 	 

Name: Scott Tolchin
	 
	 

	 	Title: Managing Director	 	 







S-2