EXHIBIT 4.4.1
Supplement and Amendment to Deposit Agreement
This Supplement and Amendment to Deposit Agreement (this "Supplement")
is entered into by the Company and the Depositary as of April 4, 2002, to
supplement and amend the Deposit Agreement (the "Agreement") dated as of April
30, 1998 by and among FelCor Lodging Trust Incorporated, a Maryland corporation
formerly known as FelCor Suite Hotels Inc. (the "Company"), SunTrust Bank, a
Georgia banking corporation formerly known as SunTrust Bank, Atlanta (the
"Depositary"), and the holders (the "Holders") from time to time of the Receipts
(as defined below).
R E C I T A L S:
WHEREAS, in connection with the previous offering by the Company of
depositary shares (the "Depositary Shares"), each representing a fractional
interest of 1/100 of a share of Series B Cumulative Redeemable Preferred Stock
(the "Series B Preferred Stock") of the Company, the Depositary and the Holders
entered into the Agreement whereby the Company delivered to the Depositary
Series B Preferred Stock certificates (the "Certificates") registered in the
name of the Depositary evidencing 57,500 shares of Series B Preferred Stock,
along with such instruments of transfer and endorsement as required by the
Depositary, and the Depositary agreed to issue Depositary Receipts ("Receipts")
for each Depositary Share representing the Series B Preferred Stock as directed
by the Company pursuant to an order from the Company;
WHEREAS, the Company now proposes to offer and sell an additional
1,025,800 Depositary Shares representing 10,258 shares of Series B Preferred
Stock, for which the Company shall deliver Certificates, registered in the name
of the Depositary evidencing 10,258 shares of Series B Preferred Stock, to the
Depositary, and the Depositary agrees to issue Receipts for the additional
Depositary Shares as provided in this Supplement pursuant to the Agreement; and
WHEREAS, in accordance with Section 6.1 of the Agreement, the Company
and the Depositary desire to amend the Agreement without approval of the
Holders.
NOW, THEREFORE, for and in consideration of the premises and the mutual
covenants herein contained, the parties hereto agree as follows:
1. Amendment of Company Name. All references in the Agreement to
"FelCor Suite Hotels, Inc." shall be amended to read "FelCor Lodging Trust
Incorporated."
2. Amendment of Exhibit A. Exhibit A to the Agreement shall be amended
in its entirety to read as Exhibit A attached hereto.
3. Supplement for Additional Shares. The first paragraph of Section 2.2
of the Agreement provides as follows:
"Concurrently with the execution of this Deposit Agreement,
the Company is delivering to the Depositary a certificate or
certificates, registered in the name of the Depositary and evidencing
57,500 Preferred Shares, properly endorsed or accompanied, if required
by the Depositary, by a duly executed instrument of transfer or
endorsement, in form satisfactory to the Depositary, together with (i)
all such certifications as may be required by the Depositary in
accordance with the provisions of this Deposit Agreement and (ii) a
written order of the Company directing the Depositary to execute and
deliver to, or upon the written order of, the person or persons stated
in such order a Receipt or Receipts for the Depositary Shares
representing such deposited Preferred Shares. The Depositary
acknowledges receipt of the deposited Preferred Shares and related
documentation and agrees to hold such deposited Preferred Shares in an
account to be established by the Depositary at the Corporate Office or
at such other office as the Depositary shall determine. The Company
hereby appoints the Depositary as the Registrar and Transfer Agent for
Preferred Shares deposited hereunder and the Depositary hereby accepts
such appointment and, as such, will reflect changes in the number of
shares (including any fractional shares) of deposited Preferred Shares
held by it by notation, book-entry or other appropriate method."
As a supplement to the foregoing, the Depositary hereby agrees to accept and
hold an additional 10,258 shares of Series B Preferred Stock in the form of
Certificates, registered in the name of the Depositary, properly endorsed or
accompanied, if required by the Depositary, by a duly executed instrument of
transfer or endorsement, in form satisfactory to the Depositary, and to issue
Receipts for the additional Depositary Shares representing such additional
shares of Series B Preferred Stock upon instruction to be provided by the
Company, pursuant to Section 2.2 of the Agreement. The Company and the
Depositary hereby agree that such additional shares of Series B Preferred Stock,
such additional Depositary Shares and such additional Receipts shall, in all
respects, be governed by the terms and provisions of the Agreement, as amended
and supplemented hereby. The Depositary acknowledges receipt of the Certificates
for such additional shares of Series B Preferred Stock.
4. Defined Terms; Effect Upon Agreement. All initially capitalized
terms used without definition herein shall have the meanings set forth therefor
in the Agreement. Except as expressly amended hereby, the Agreement shall remain
in full force and effect and each of the parties hereto hereby reaffirms the
terms and provisions thereof.
[The remainder of this page intentionally left blank; signature page follows.]
IN WITNESS WHEREOF, the parties hereto have executed this Agreement to
be effective as of the date first written above.
FELCOR LODGING TRUST INCORPORATED
By:
--------------------------------------
Lawrence D. Robinson, Executive Vice
President
Attest:
--------------------------------------
Witness
SUNTRUST BANK
By:
--------------------------------------
Sue Hampton, Vice President
Attest:
--------------------------------------
Witness
Exhibit A
Form of Depositary Receipt