EXHIBIT 4.9.2
SECOND SUPPLEMENTAL INDENTURE
This Second Supplemental Indenture (this "Agreement") is entered into
as of October 1, 2002, by and among (i) FelCor Lodging Limited Partnership, a
Delaware limited partnership ("FelCor LP"), (ii) FelCor Lodging Trust
Incorporated, 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. Xxxx 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, FHAC Texas Holdings, L.P., a Texas limited
partnership, FelCor Country Villa Hotel, L.L.C., a Delaware limited liability
company, FelCor Moline Hotel, L.L.C., a Delaware limited liability company,
FelCor Omaha Hotel Company, L.L.C., a Delaware limited liability company and
FelCor Canada Co., a Nova Scotia unlimited liability company, FelCor TRS
Holdings, L.P., a Delaware limited partnership, and Kingston Plantation
Development Corp., a Delaware corporation (collectively, the "Subsidiary
Guarantors"), (iv) FelCor Holdings Trust, a Massachusetts business trust (the
"New Guarantor"), and (v) SunTrust Bank, 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 June 4, 2001, as supplemented by that certain First Supplemental Indenture
dated as of July 26, 2001 (collectively, the "Indenture"); and
WHEREAS, pursuant to Section 4.07 of the Indenture, the New Guarantor
is required to execute and deliver a supplemental indenture to the Indenture
providing for a Subsidiary Guarantee (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. The New Guarantor hereby executes this Agreement as a supplemental
indenture to the Indenture for the purpose of providing a guarantee of the
Notes, as that term is defined in the Indenture, 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, the New Guarantor
hereby acknowledges that it shall be a Subsidiary Guarantor for all purposes as
defined and as set forth in the Indenture, effective as of the date hereof.
Further, the 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 Guarantee.
2. The New Guarantor has been formed under the laws of the Commonwealth
of Massachusetts pursuant to a Declaration of Trust dated as of July 31, 2002.
In accordance with the Declaration of Trust, none of the shareholders, trustees
or officers of the New Guarantor shall be personally liable for New Guarantor's
obligations as a Subsidiary Guarantor arising under the Indenture, and the
Trustee shall look solely to the trust estate comprising the New Guarantor for
the payment of any claim under such obligations or for the performance of such
obligations.
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 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,
a Delaware limited partnership
By: FelCor Lodging Trust Incorporated, a Maryland
corporation, its general partner
FELCOR LODGING TRUST INCORPORATED,
a Maryland corporation
By: /s/ XXXXXXXX X. XXXXXXXX
-------------------------------
Name: Xxxxxxxx X. Xxxxxxxx
Title: Executive Vice President
-2-
FELCOR/CSS HOTELS, L.L.C., a Delaware limited
liability company, for itself and as general partner of
FelCor/CSS Holdings, L.P., a Delaware limited
partnership, and FelCor/St. Xxxx Holdings, L.P., a
Delaware limited partnership;
FELCOR/LAX HOTELS, L.L.C., a Delaware limited
liability company, for itself and as general partner of
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, for itself and as
general partner of FHAC Texas Holdings, L.P., a
Texas limited partnership;
FELCOR NEVADA HOLDINGS, L.L.C., a Nevada
limited liability company;
FHAC NEVADA HOLDINGS, L.L.C., a Nevada
limited liability company;
FELCOR COUNTRY VILLA HOTEL, L.L.C.,
a Delaware limited liability company;
FELCOR MOLINE HOTEL, L.L.C., a Delaware
limited liability company;
FELCOR OMAHA HOTEL COMPANY, L.L.C.,
a Delaware limited liability company;
FELCOR CANADA CO., a Nova Scotia unlimited
liability company;
FELCOR TRS HOLDINGS, L.P., a Delaware limited
partnership, by its general partner FelCor TRS I,
L.L.C., a Delaware limited liability company; and
KINGSTON PLANTATION DEVELOPMENT
CORP., a Delaware corporation
By: /s/ XXXXXXXX X. XXXXXXXX
----------------------------
Name: Xxxxxxxx X. Xxxxxxxx
Title: Senior Vice President
-3-
FELCOR HOLDINGS TRUST, a Massachusetts
business trust
By: /s/ XXXXXX X. XXXXXXXX, XX.
----------------------------
Name: Xxxxxx X. Xxxxxxxx, Xx.
Title: Trustee
By: /s/ XXXXXXX X. X'XXXXX
----------------------------
Name: Xxxxxxx X. X'Xxxxx
Title: Trustee
By: /s/ XXXXXX X. XXXXXXX
----------------------------
Name: Xxxxxx X. Xxxxxxx
Title: Trustee
SUNTRUST BANK,
as Trustee
By:
----------------------------
Name:
----------------------------
Title:
----------------------------
By:
----------------------------
Name:
----------------------------
Title:
----------------------------
-4-
