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EXHIBIT 4.2
FIRST AMENDMENT TO INDENTURE
This First Amendment to Indenture (this "Amendment") is entered into as of
February 5, 1998, by and among (i) FelCor Suites Limited Partnership, a
Delaware limited partnership ("FelCor LP"), (ii) FelCor Suite Hotels, Inc., a
Maryland corporation ("FelCor"), (iii) FelCor/CSS Hotels, L.L.C., a Delaware
limited liability company, FelCor/LAX Hotels, L.L.C., a Delaware limited
liability company, FelCor/CSS Holdings, L.P., a Delaware limited partnership,
FelCor/St. Paul Holdings, L.P., a Delaware limited partnership, FelCor/LAX
Holdings, L.P., a Delaware limited partnership, and FelCor Eight Hotels, L.L.C.,
a Delaware limited liability company, (collectively, "Subsidiary Guarantors"),
and (iv) SunTrust Bank, Atlanta, a Georgia banking corporation ("Trustee").
WHEREAS, FelCor LP, as Issuer, FelCor and the Subsidiary Guarantors, as
Guarantors, and Trustee, as Trustee, entered into that certain Indenture dated
as of October 1, 1997 (the "Indenture"); and
WHEREAS, the parties to the Indenture desire to amend certain terms in the
Indenture as provided herein in accordance with Section 9.01 of the Indenture;
NOW, THEREFORE, for and in consideration of the mutual promises and
covenants herein contained and other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties agree as
follows:
1. The definition of "Guarantors" in Section 1.01 of the Indenture is
hereby amended to read in its entirety as follows:
"Guarantors" means FelCor and the Subsidiary Guarantors, collectively.
2. The definition of "Subsidiary Guarantee" in Section 1.01 of the
Indenture is hereby amended to read in its entirety as follows:
"Subsidiary Guarantee" means a Guarantee by each Subsidiary Guarantor
for payment of the Notes by such Subsidiary Guarantor. The Subsidiary
Guarantee will be an unsecured senior obligation of each Subsidiary
Guarantor and will be unconditional regardless of the enforceability of the
Notes and the Indenture. Notwithstanding the foregoing, each Subsidiary
Guarantee by a Subsidiary Guarantor shall provide by its terms that it
shall be automatically and unconditionally released and discharged upon any
sale, exchange or transfer, to any Person not an Affiliate of FelCor LP or
FelCor, of all of the Capital Stock owned by FelCor LP, FelCor and their
respective Restricted Subsidiaries in, or all or substantially all the
assets of, such Restricted Subsidiary (which sale, exchange or transfer is
not then prohibited by the Indenture).
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3. The first paragraph of Section 11.02 of the Indenture is hereby
amended to read in its entirety as follows:
SECTION 11.02 OBLIGATIONS OF GUARANTOR UNCONDITIONAL. Nothing
contained in this Article Eleven or elsewhere in this Indenture or in the
Notes is intended to or shall impair, as among each Guarantor and the
holders of the Notes, the obligation of each Guarantor, which is absolute
and unconditional, upon failure by FelCor LP, to pay to the holders of the
Notes and principal of, premium, if any, and interest on the Notes as and
when the same shall become due and payable in accordance with their terms,
or is intended to or shall affect the relative rights of the holders of the
Notes and creditors of each Guarantor, nor shall anything herein or therein
prevent the holder of any Note or the Trustee on their behalf from
exercising all remedies otherwise permitted by applicable law upon default
under this Indenture.
4. Section 11.07 of the Indenture is hereby amended to read in its
entirety as follows:
SECTION 11.07 RELEASE OF GUARANTEE. The Guarantee provided pursuant to
this Article 11 by each Subsidiary Guarantor shall be automatically and
unconditionally released and discharged upon any sale, exchange or
transfer, to any Person not an Affiliate of FelCor LP or FelCor, of all of
the Capital Stock owned by FelCor LP, FelCor and their respective
Restricted Subsidiaries in, or all or substantially all the assets of such
Subsidiary Guarantor; provided such transfer is permitted by this
Indenture.
5. The parties hereto hereby confirm and acknowledge that the Indenture
shall continue in full force and effect according to its original terms, except
as expressly as amended hereby.
IN WITNESS WHEREOF, the parties hereto have executed and delivered this
Amendment as of the date first above written.
FELCOR SUITES LIMITED PARTNERSHIP,
a Delaware limited partnership
By: FelCor Suite Hotels, Inc., a Maryland
corporation, its general partner
By: /s/ LAWRENCE D. ROBINSON
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Lawrence D. Robinson,
Senior Vice President
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FELCOR SUITE HOTELS, INC.,
a Maryland corporation
By: /s/ LAWRENCE D. ROBINSON
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Lawrence D. Robinson, Senior Vice President
FELCOR/CSS HOTELS, L.L.C.,
a Delaware limited liability company
By: /s/ LAWRENCE D. ROBINSON
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Lawrence D. Robinson, Senior Vice President
FELCOR/LAX HOTELS, L.L.C.,
a Delaware limited liability company
By: /s/ LAWRENCE D. ROBINSON
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Lawrence D. Robinson, Senior Vice President
FELCOR/CSS HOLDINGS, L.P.,
a Delaware limited partnership
By: FelCor/CSS Hotels, L.L.C., a Delaware limited
liability company, its general partner
By: /s/ LAWRENCE D. ROBINSON
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Lawrence D. Robinson,
Senior Vice President
FELCOR/ST. PAUL HOLDINGS, L.P.,
a Delaware limited partnership
By: FelCor/CSS Hotels, L.L.C., a Delaware limited
liability company, its general partner
By: /s/ LAWRENCE D. ROBINSON
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Lawrence D. Robinson,
Senior Vice President
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FELCOR/LAX HOLDINGS, L.P.,
a Delaware limited partnership
By: FelCor/LAX Hotels, L.L.C., a Delaware limited
liability company, its general partner
By: /s/ LAWRENCE D. ROBINSON
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Lawrence D. Robinson,
Senior Vice President
FELCOR EIGHT HOTELS, L.L.C.,
a Delaware limited liability company
By: /s/ LAWRENCE D. ROBINSON
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Lawrence D. Robinson, Senior Vice President
SUNTRUST BANK, ATLANTA,
a Georgia banking corporation
By: /s/ DAVID M. KAYE
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Name: David M. Kaye
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Title: Group Vice President
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