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EXHIBIT 4.7.2
SECOND AMENDMENT TO INDENTURE
AND FIRST SUPPLEMENTAL INDENTURE
This Second Amendment to Indenture and First Supplemental Indenture
(this "Agreement") is entered into as of December 30, 1998, by and among (i)
FelCor Lodging Limited Partnership, formerly FelCor Suites Limited Partnership,
a Delaware limited partnership ("FelCor LP"), (ii) FelCor Lodging Trust
Incorporated, formerly 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"), (iv) FelCor
Hotel Asset Company, L.L.C., a Delaware limited liability company ("FHAC"),
FelCor Nevada Holdings, L.L.C., a Nevada limited liability company, FHAC Nevada
Holdings, L.L.C., a Nevada limited liability company, and FHAC Texas Holdings,
L.P., a Texas limited partnership, (collectively, the "New Guarantors"), and
(iv) SunTrust Bank, Atlanta, as Trustee ("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, as previously amended by that certain First
Amendment to Indenture dated as of February 5, 1998 (collectively, 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; and
WHEREAS, pursuant to Section 4.07 of the Indenture, the New Guarantors
are required to execute and deliver a supplemental indenture to the Indenture
providing for a Subsidiary Guaranty (as defined in the Indenture) by such New
Guarantor;
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. Section 9.01(2) of the Indenture is hereby amended to read in its
entirety as follows:
(2) to comply with Section 4.07 or Article Five;
2. Each of the New Guarantors hereby executes this Agreement as a
supplemental indenture to the Indenture for the purpose of providing a
guarantee of the Notes and of certain of FelCor LP's obligations under the
Indenture as set forth therein and agrees to assume and be subject to all of
the terms, conditions, waivers and covenants applicable to a Subsidiary
Guarantor under the Indenture, including without limitation, those set forth in
Article 11 thereof. Upon its execution hereof, each of the New Guarantors
hereby acknowledges that it shall be a Subsidiary Guarantor for all purposes as
defined and as set
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forth in the Indenture, effective as of July 28, 1998 in the case of FHAC, and
effective as of the date hereof in the case of the remaining New Guarantors.
Further, each New Guarantor hereby waives and shall not in any manner
whatsoever claim or take the benefit or advantage of, any rights of
reimbursement, indemnity, or subrogation or any other rights against FelCor LP,
FelCor or any other Restricted Subsidiary as a result of any payment by such
New Guarantor under its Subsidiary Guaranty.
3. 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 and supplemented hereby.
IN WITNESS WHEREOF, the parties hereto have executed and delivered
this Agreement as of the date first above written.
FELCOR LODGING LIMITED PARTNERSHIP
(formerly FelCor Suites Limited
Partnership), a Delaware limited
partnership
By: FelCor Lodging Trust Incorporated, a Maryland
corporation, its general partner
By: /s/ LAWRENCE D. ROBINSON
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Lawrence D. Robinson,
Senior Vice President
FELCOR LODGING TRUST INCORPORATED
(formerly 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
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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
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
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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
FELCOR HOTEL ASSET COMPANY, L.L.C.,
a Delaware limited liability company
By: /s/ LAWRENCE D. ROBINSON
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Lawrence D. Robinson, Senior Vice President
FELCOR NEVADA HOLDINGS, L.L.C.,
a Nevada limited liability company
By: /s/ LAWRENCE D. ROBINSON
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Lawrence D. Robinson, Senior Vice President
FHAC NEVADA HOLDINGS, L.L.C.,
a Nevada limited liability company
By: /s/ LAWRENCE D. ROBINSON
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Lawrence D. Robinson, Senior Vice President
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
By: /s/ LAWRENCE D. ROBINSON
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Lawrence D. Robinson, Senior Vice President
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SUNTRUST BANK, ATLANTA, as Trustee
By:
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Name:
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Title:
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By:
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Name:
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Title:
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