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EXHIBIT 4.7.3
THIRD AMENDMENT TO INDENTURE
This Third Amendment to Indenture (this "Agreement") is entered into as
of this 30th day of March, 1999, 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, FelCor
Eight Hotels, L.L.C., a Delaware limited liability company, FelCor Hotel Asset
Company, L.L.C., a Delaware limited liability company, 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, "Subsidiary Guarantors"), and (iv) SunTrust Bank,
Atlanta, as Trustee ("Trustee").
WHEREAS, FelCor LP, as Issuer, FelCor and certain of 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 and that certain
Second Amendment to Indenture and First Supplemental Indenture dated as of
December 30, 1998 (collectively, the "Indenture"); and
WHEREAS, accordingly, the parties to the Indenture desire to amend the
Indenture as provided herein in accordance with Section 9.01(5) of the
Indenture; and
WHEREAS, the Board of Directors of FelCor has determined in its good
faith opinion that this Amendment will not materially and adversely affect the
rights of any holder of the Notes;
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 "Secured Indebtedness" in Section 1.01 of the
Indenture is hereby amended to read in its entirety as follows:
"Secured Indebtedness" means any Indebtedness secured by a
Lien upon the property of FelCor LP or FelCor or any of their
respective Restricted Subsidiaries, other than Indebtedness secured
solely by Liens shared equally and ratably with the Holders pursuant to
the equal and ratable provisions referred to in Section 4.09.
2. 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.
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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
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
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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
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
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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
SUNTRUST BANK, ATLANTA,
as Trustee
By: /s/ RONALD C. PAINTER
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Name: Ronald C. Painter
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Title: Group Vice President
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By: /s/ OLGA G. WARREN
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Name: Olga G. Warren
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Title: Vice President
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