FIFTH SUPPLEMENTAL INDENTURE
Exhibit 4.8.7
FIFTH SUPPLEMENTAL INDENTURE
This Fifth Supplemental Indenture (this “Agreement”) is entered into as of January 25, 2006,
by and among (i) FelCor Lodging Limited Partnership, a Delaware limited partnership (“FelCor LP”),
(ii) FelCor Lodging Trust Incorporated, a Maryland corporation (“FelCor”), (iii) each of the
entities listed on Schedule 1 attached hereto (collectively, the “New Subsidiary
Guarantors”), and (iv) SunTrust Bank, as Trustee (“Trustee”).
WHEREAS, FelCor LP, as Issuer, FelCor and certain of its subsidiaries names therein, as
Guarantors, and Trustee, as Trustee, entered into that certain Indenture dated as of October 1,
1997, as amended and supplemented to date (the “Indenture”);
WHEREAS, each of the subsidiary guarantors listed on Schedule 2 attached hereto (the
“Former Guarantors”), were guarantors of the Line of Credit (as defined in the Indenture) and,
pursuant to Section 4.07 of the Indenture, executed and delivered Subsidiary Guarantees under and
as defined in the Indenture;
WHEREAS, the Line of Credit was fully paid, discharged and terminated in March, 2004, and,
pursuant to Section 4.07 of the Indenture, each of the Former Guarantors was automatically released
and discharged from its Subsidiary Guarantee upon the release and discharge of the Guarantee (as
defined in the Indenture) which resulted in the creation of such Subsidiary Guarantee; and
WHEREAS, on or about the date hereof, FelCor LP and FelCor are entering into a new Line of
Credit which will be guaranteed by the New Subsidiary Guarantors and, pursuant to Section 4.07 of
the Indenture, the New Subsidiary Guarantors are required to execute and deliver a supplemental
indenture to the Indenture providing for a Subsidiary Guarantee by such New Subsidiary 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. Each of the New Subsidiary Guarantors 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 XI thereof. Upon its execution hereof, each of the New Subsidiary
Guarantors 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, each New Subsidiary
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
Subsidiary Guarantor under its Subsidiary Guarantee.
2. The parties hereto hereby confirm and acknowledge the prior release and discharge of each
of the Former Guarantors from any and all guaranty obligations arising under the Indenture.
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.
4. This Agreement may be executed in any number of counterparts, but all such counterparts
shall together constitute but one and the same agreement. In making proof of this Agreement, it
shall not be necessary to produce or account for more than one counterpart thereof signed by each
of the parties hereto.
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 | |||
| By: | /s/ Xxxxxxxx X. Xxxxxxxx | |||||
| Name: | ||||||
| Title: | Executive Vice President | |||||
| FELCOR LODGING TRUST INCORPORATED, | ||||||
| a Maryland corporation | ||||||
| By: | /s/ Xxxxxxxx X. Xxxxxxxx | |||||
| Name: | ||||||
| Title: | Executive 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 | |||||
| FELCOR HOTEL ASSET COMPANY, L.L.C., a Delaware limited liability company | ||||||
| FELCOR PENNSYLVANIA COMPANY, L.L.C., a Delaware limited liability company | ||||||
| FELCOR LODGING HOLDING COMPANY, L.L.C., a Delaware limited liability company | ||||||
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| 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 | |||
| FELCOR CANADA CO., a Nova Scotia unlimited liability company | ||||
| FELCOR OMAHA HOTEL COMPANY, L.L.C., a Delaware limited liability company | ||||
| FELCOR TRS HOLDINGS, L.P., a Delaware limited partnership | ||||
| By: | FelCor TRS I, L.L.C., a Delaware limited liability company, its general partner | |||
| MYRTLE BEACH HOTELS, L.L.C., a Delaware limited liability company | ||||
| FELCOR TRS BORROWER 1, L.P., a Delaware limited partnership | ||||
| By: | FelCor TRS Borrower GP 1, L.L.C., a Delaware limited liability company, its general partner | |||
| FELCOR TRS GUARANTOR, L.P., a Delaware limited partnership | ||||
| By: | FelCor TRS Guarantor GP, L.L.C., a Delaware limited liability company, its general partner | |||
| CENTER CITY HOTEL ASSOCIATES, a Pennsylvania limited partnership |
||||
| By: | FelCor Philadelphia Center, L.L.C., a Delaware limited liability company its general partner | |||
| FELCOR LODGING COMPANY, L.L.C., a Delaware limited liability company | ||||
| FELCOR TRS BORROWER 3, L.P., a Delaware limited partnership | ||||
| By: | FelCor TRS Borrower GP 3, L.L.C., a Delaware limited liability company, its general partner | |||
| FELCOR TRS BORROWER 4, L.L.C., a Delaware limited liability company | ||||
| By: | /s/ Xxxxxxxx X. Xxxxxxxx | |||||
| Name: | ||||||
| Title: | Executive Vice President |
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| SUNTRUST BANK, as Trustee | ||||||||
| By: | /s/ Xxxxxx Xxxxx | |||||||
| Name: | Xxxxxx Xxxxx | |||||||
| Title: | ||||||||
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SCHEDULE 1
NEW SUBSIDIARY GUARANTORS
| 1. | FelCor/CSS Holdings, L.P., a Delaware limited partnership | |
| 2. | FelCor Hotel Asset Company, L.L.C., a Delaware limited liability company | |
| 3. | FelCor Pennsylvania Company, L.L.C., a Delaware limited liability company | |
| 4. | FelCor Lodging Holding Company, L.L.C., a Delaware limited liability company | |
| 5. | FHAC Texas Holdings, L.P., a Texas limited partnership | |
| 6. | FelCor Canada Co., a Nova Scotia unlimited liability company | |
| 7. | FelCor Omaha Hotel Company, L.L.C., a Delaware limited liability company | |
| 8. | FelCor TRS Holdings, L.P., a Delaware limited partnership | |
| 9. | Myrtle Beach Hotels, L.L.C., a Delaware limited liability company | |
| 10. | FelCor TRS Borrower 1, L.P., a Delaware limited partnership | |
| 11. | FelCor TRS Guarantor, L.P., a Delaware limited partnership | |
| 12. | Center City Hotel Associates, a Pennsylvania limited partnership | |
| 13. | FelCor Lodging Company, L.L.C., a Delaware limited liability company | |
| 14. | FelCor TRS Borrower 3, L.P., a Delaware limited partnership | |
| 15. | FelCor TRS Borrower 4, L.L.C., a Delaware limited liability company |
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SCHEDULE 2
FORMER GUARANTORS
| 1. | FelCor/CSS Hotels, L.L.C., a Delaware limited liability company | |
| 2. | FelCor/LAX Hotels, L.L.C., a Delaware limited liability company | |
| 3. | FelCor/CSS Holdings, L.P., a Delaware limited partnership | |
| 4. | FelCor/St. Xxxx Holdings, L.P., a Delaware limited partnership | |
| 5. | FelCor/LAX Holdings, L.P., a Delaware limited partnership | |
| 6. | FelCor Eight Hotels, L.L.C., a Delaware limited liability company | |
| 7. | FelCor Hotel Asset Company, L.L.C., a Delaware limited liability company | |
| 8. | FelCor Nevada Holdings, L.L.C., a Nevada limited liability company | |
| 9. | FHAC Nevada Holdings, L.L.C., a Nevada limited liability company | |
| 10. | FHAC Texas Holdings, L.P., a Texas limited partnership | |
| 11. | FelCor Omaha Hotel Company, L.L.C., a Delaware limited liability company | |
| 12. | FelCor Country Villa Hotel, L.L.C., a Delaware limited liability company | |
| 13. | FelCor Moline Hotel, L.L.C., a Delaware limited liability company | |
| 14. | FelCor Canada Co., a Nova Scotia unlimited liability company | |
| 15. | FelCor TRS Holdings, L.P., a Delaware limited partnership | |
| 16. | Kingston Plantation Development Corp., a Delaware corporation | |
| 17. | FelCor Holdings Trust, a Massachusetts business trust |
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