exv4w3



 





EXHIBIT 4.3




 

 






FELCOR LODGING LIMITED PARTNERSHIP,

as Issuer




AND




FELCOR LODGING TRUST INCORPORATED

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.

FHAC TEXAS HOLDINGS, L.P.

FELCOR CANADA CO.

FELCOR OMAHA HOTEL COMPANY, L.L.C.

FELCOR TRS HOLDINGS, L.P.

MYRTLE BEACH HOTELS, L.L.C.

FELCOR TRS BORROWER 1, L.P.

FELCOR TRS GUARANTOR, L.P.

CENTER CITY HOTEL ASSOCIATES

FELCOR LODGING COMPANY, L.L.C.

FELCOR TRS BORROWER 3, L.P.

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

as Guarantors




AND




U.S. BANK NATIONAL ASSOCIATION,

AS SUCCESSOR TO SUNTRUST BANK,

as Trustee




 






Second Supplemental Indenture

Dated as of October 31, 2006

 






Supplemental Indenture to the Indenture

dated as of May 26, 2004, as amended

and supplemented as of January 25, 2006

with respect to the

Senior Floating Rate Notes due 2011




 

 






 









 







Second
Supplemental Indenture (this “Second Supplemental Indenture”), dated as of October 31,
2006 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, FHAC Texas Holdings, L.P., a Texas
limited partnership, FelCor Canada Co., a Nova Scotia unlimited liability company, FelCor Omaha
Hotel Company, L.L.C., a Delaware limited liability company, FelCor TRS Holdings, L.P., a Delaware
limited partnership, Myrtle Beach Hotels, L.L.C., a Delaware limited liability company, FelCor TRS
Borrower 1, L.P., a Delaware limited partnership, FelCor TRS Guarantor, L.P., a Delaware limited
partnership, Center City Hotel Associates, a Pennsylvania limited partnership, FelCor Lodging
Company, L.L.C., a Delaware limited liability company, FelCor TRS Borrower 3, L.P., a Delaware
limited partnership, FelCor TRS Borrower 4, L.L.C., a Delaware limited liability company, and U.S.
Bank National Association, as successor to SunTrust Bank, as trustee under the indenture referred
to below (the “Trustee”).




W I T N E S S E T H




     WHEREAS, FelCor LP, FelCor and certain subsidiaries named therein have executed and delivered
to the Trustee an indenture dated as of May 26, 2004, as amended or supplemented prior to the date
hereof (the “Indenture”), pursuant to which FelCor LP issued $290,000,000 aggregate principal
amount of Senior Floating Rate Notes due 2011 (the “Notes”);



     WHEREAS, FelCor LP is making a tender offer (the “Tender Offer”) to purchase the Notes for
cash;



     WHEREAS, FelCor LP has solicited consents from Holders of the Notes to certain amendments to
the Indenture, which are contained in this Second Supplemental Indenture (the “Amendments”);



     WHEREAS, Section 9.02 of the Indenture provides that FelCor, FelCor LP, the Subsidiary
Guarantors and the Trustee, with the written consent of the Holders of at least a majority in
aggregate principal amount of the then outstanding Notes, may amend or supplement certain
provisions of the Indenture with respect to the Notes;



     WHEREAS, the Holders of not less than a majority in aggregate principal amount of the
outstanding Notes have consented to the Amendments; and



     WHEREAS, this Second Supplemental Indenture is effective as of the date upon which the
conditions set forth in Section 3 hereof are satisfied.



     NOW THEREFORE, in consideration of the foregoing and for other good and valuable
consideration, the receipt of which is hereby acknowledged, FelCor, FelCor LP, 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. Amendments. The Indenture is hereby amended with respect to the Notes as
follows:



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     (1) Section 4.03 of the Indenture is hereby eliminated in its entirety and replaced with the
words: “Section 4.03. INTENTIONALLY OMITTED.”



     (2) Section 4.04 of the Indenture is hereby eliminated in its entirety and replaced with the
words: “Section 4.04. INTENTIONALLY OMITTED.”



     (3) Section 4.05 of the Indenture is hereby eliminated in its entirety and replaced with the
words: “Section 4.05. INTENTIONALLY OMITTED.”



     (4) Section 4.06 of the Indenture is hereby eliminated in its entirety and replaced with the
words: “Section 4.06. INTENTIONALLY OMITTED.”



     (5) Section 4.07 of the Indenture is hereby eliminated in its entirety and replaced with the
words: “Section 4.07. INTENTIONALLY OMITTED.”



     (6) Section 4.08 of the Indenture is hereby eliminated in its entirety and replaced with the
words: “Section 4.08. INTENTIONALLY OMITTED.”



     (7) Section 4.09 of the Indenture is hereby eliminated in its entirety and replaced with the
words: “Section 4.09. INTENTIONALLY OMITTED.”



     (8) Section 4.10 of the Indenture is hereby eliminated in its entirety and replaced with the
words: “Section 4.10. INTENTIONALLY OMITTED.”



     (9) Section 4.11 of the Indenture is hereby eliminated in its entirety and replaced with the
words: “Section 4.11. INTENTIONALLY OMITTED.”



     (10) Section 4.12 of the Indenture is hereby eliminated in its entirety and replaced with the
words: “Section 4.12. INTENTIONALLY OMITTED.”



     (11) Section 4.13 of the Indenture is hereby eliminated in its entirety and replaced with the
words: “Section 4.13. INTENTIONALLY OMITTED.”



     (12) Section 4.14 of the Indenture is hereby eliminated in its entirety and replaced with the
words: “Section 4.14. INTENTIONALLY OMITTED.”



     (13) Section 4.15 of the Indenture is hereby eliminated in its entirety and replaced with the
words: “Section 4.15. INTENTIONALLY OMITTED.”



     (14) Section 4.16 of the Indenture is hereby eliminated in its entirety and replaced with the
words: “Section 4.16. INTENTIONALLY OMITTED.”



     (15) Section 4.17 of the Indenture is hereby eliminated in its entirety and replaced with the
words: “Section 4.17. INTENTIONALLY OMITTED.”



     (16) Section 4.18 of the Indenture is hereby eliminated in its entirety and replaced with the
words: “Section 4.18. INTENTIONALLY OMITTED.”



     (17) Section 4.19 of the Indenture is hereby eliminated in its entirety and replaced with the
words: “Section 4.19. INTENTIONALLY OMITTED.”



     (18) Section 4.20 of the Indenture is hereby eliminated in its entirety and replaced with the
words: “Section 4.20. INTENTIONALLY OMITTED.”



     (19) Section 4.21 of the Indenture is hereby eliminated in its entirety and replaced with the
words: “Section 4.21. INTENTIONALLY OMITTED.”



     (20) Section 5.01 of the Indenture is hereby eliminated in its entirety and replaced with the
following: “Section 5.01. Consolidation, Merger and Sale of Assets. Neither FelCor LP nor FelCor
will merge with or into, or sell, convey, transfer, lease or otherwise dispose of all or
substantially all of its property and assets (as an entirety or substantially as an entirety in one
transaction or a series of related



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transactions) to, any Person or permit any Person to merge with or into FelCor LP or FelCor unless:



          (i) FelCor LP or FelCor shall be the continuing Person, or the Person (if other than FelCor LP
or FelCor) formed by such consolidation or into which FelCor LP or FelCor is merged or that
acquired or leased such property and assets of FelCor LP or FelCor shall be an entity organized and
validly existing under the laws of the United States of America or any state or jurisdiction
thereof and shall expressly assume, by a supplemental indenture, executed and delivered to the
Trustee, all of the obligations of FelCor LP or FelCor on the Notes and under this Indenture; and




          (ii) immediately after giving effect to such transaction, no Default or Event of Default shall
have occurred and be continuing.”




     (21) Section 6.01 of the Indenture is hereby amended to delete the text in subsections
6.01(c), 6.01(d), 6.01(e) and 6.01(f) and to replace the text thereof with the text “INTENTIONALLY
OMITTED.”



     SECTION 3. Effectiveness. This Second Supplemental Indenture amends and supplements
the Indenture with respect to the Notes and shall be a part and subject to all of the terms
thereof. Except as amended and supplemented hereby, the Indenture shall continue in full force and
effect.



     The Amendments effected by this Second Supplemental Indenture shall take effect on the date
hereof; provided that each of the parties hereto shall have executed and delivered this Second
Supplemental Indenture; provided, however, that the Amendments set forth in Section 2 hereof shall
be operative only upon and simultaneously with and shall have no force and effect prior to, the
acceptance for purchase and payment of the Notes that are tendered and not withdrawn pursuant to
the Tender Offer prior to the date hereof.



     SECTION 4. 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 5. 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 6. Successors and Assigns. All agreements of FelCor, FelCor LP 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 7. 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 8. Effect of Headings. The Section headings herein are for convenience only
and shall not affect the construction hereof.



     SECTION 9. Counterparts. The parties may sign any number of copies of this Second
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 Second 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

general partner




	 	 	 	 	 
	 

	 	By:	 	/s/ Jonathan H. Yellen
	 

	 	 	 	 
	 

	 	Name:	 	Jonathan H. Yellen
	 

	 	Title:	 	Executive Vice President,
General Counsel and Secretary






FELCOR LODGING TRUST INCORPORATED, a Maryland

corporation




	 	 	 	 	 
	 

	 	By:	 	/s/ Jonathan H. Yellen
	 

	 	 	 	 
	 

	 	Name:	 	Jonathan H. Yellen
	 

	 	Title:	 	Executive Vice President,
General Counsel and Secretary






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

partnership

By: FelCor CSS Hotels, L.L.C., a Delaware

limited liability company, its general partner

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

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

By: FelCor Hotel Asset Company, L.L.C., a

Delaware limited liability company, its
general partner

FELCOR CANADA CO., a Nova Scotia unlimited

liability company

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

limited liability company

FELCOR TRS HOLDINGS, L.P., a Delaware limited
partnership

By: FelCor TRS I, L.L.C., a Delaware limited

liability company, its general partner

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

limited liability company




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

limited partnership

By: FelCor TRS Borrower GP 1, L.L.C., a

Delaware limited liability company, its general partner

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

partnership

By: FelCor TRS Guarantor GP, L.L.C., a

Delaware limited liability company, its
general partner

CENTER CITY HOTEL ASSOCIATES, a Pennsylvania

limited
partnership

By: FelCor Philadelphia Center, L.L.C., a

Delaware limited liability company, its
general partner

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

limited liability company

FELCOR TRS BORROWER 3, L.P., a Delaware

limited partnership

By: FelCor TRS Borrower GP 3, L.L.C., a

Delaware limited liability company, its
general partner

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

limited liability company




	 	 	 	 	 
	 

	 	By:	 	/s/ Jonathan H. Yellen
	 

	 	 	 	 
	 

	 	Name:	 	Jonathan H. Yellen
	 

	 	Title:	 	Executive Vice President,
General Counsel and Secretary






U.S. BANK NATIONAL ASSOCIATION, AS SUCCESSOR

TO SUNTRUST BANK, as Trustee




	 	 	 	 	 
	 

	 	By:	 	/s/ George Hogan
	 

	 	 	 	 
	 

	 	Name:	 	George Hogan
	 

	 	Title:	 	Vice President
	 

	 	By:	 	 
	 

	 	 	 	 
	 

	 	Name:	 	 
	 

	 	Title:	 	 







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