 | 545 E. John Carpenter Freeway, Suite 1300 Irving, TX 75062 ph: 972-444-4900 f: 972-444-4949 www.felcor.com nyse: fch |
September 30, 2011
Via EDGAR
Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Mail Stop 3561
Washington, D.C. 20549
| Re: | FelCor Lodging Limited Partnership |
Registration Statement on Form S-4
Filed August 29, 2011
File No. 333-176527-11
Ladies and Gentlemen:
FelCor Lodging Limited Partnership, a Delaware limited partnership (the “Partnership”), and each of the guarantors listed on Appendix A attached hereto (collectively, the “Guarantors”), pursuant to Rule 461 under the Securities Act of 1933, as amended, respectfully request the effective date for the above-captioned Registration Statement be accelerated to September 30, 2011 at 4:00 p.m. Washington, D.C. time or as soon thereafter as practicable.
The Partnership and the Guarantors hereby acknowledge that:
| 1. | Should the Securities and Exchange Commission (the “Commission”) or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing; |
| 2. | The action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Partnership and the Guarantors from their full responsibility for the adequacy and accuracy of the disclosure in the filing; and |
| 3. | The Partnership and the Guarantors may not assert staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States. |
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September 30, 2011
Securities and Exchange Commission
If you have any questions, or require any additional information, please do not hesitate to call me at (972) 444-4900 or Robert W. Dockery at Akin Gump Strauss Hauer & Feld LLP at (214) 969-4316.
| Very truly yours, | ||||||
| FELCOR LODGING LIMITED PARTNERSHIP | ||||||
| By: | FelCor Lodging Trust Incorporated, | |||||
| its general partner | ||||||
| By: | /s/Jonathan H. Yellen | |||||
| Jonathan H. Yellen | ||||||
| Executive Vice President and General Counsel | ||||||
Appendix A
GUARANTORS
| Name | State of Incorporation or Organization | I.R.S. Employer Identification Number | ||
| FelCor Lodging Trust Incorporated | Maryland | 72-2541756 | ||
| FelCor/CSS Holdings, L.P. | Delaware | 75-2620463 | ||
| FelCor/St. Paul Holdings, L.P. | Delaware | 75-2624292 | ||
| FelCor Canada Co. | Nova Scotia | 75-2773637 | ||
| FelCor Hotel Asset Company, L.L.C. | Delaware | 75-2770156 | ||
| FelCor Lodging Holding Company, L.L.C. | Delaware | 75-2773621 | ||
| FelCor TRS Borrower 1, L.P. | Delaware | 20-3526128 | ||
| FelCor TRS Borrower 4, L.L.C. | Delaware | 20-3900525 | ||
| FelCor TRS Holdings, L.L.C. | Delaware | 75-2916176 | ||
| FelCor Copley Plaza, L.L.C. | Delaware | 27-3158742 | ||
| FelCor Esmeralda (SPE), L.L.C. | Delaware | 26-1439076 | ||
| FelCor St. Pete (SPE), L.L.C. | Delaware | 26-1438830 | ||
| Los Angeles International Airport Hotel Associates, a Texas limited partnership | Texas | 75-2656593 | ||
| Madison 237 Hotel, L.L.C. | Delaware | 45-1137528 | ||
| Royalton 44 Hotel, L.L.C. | Delaware | 45-1137592 | ||