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EXHIBIT 4.2.5
THIRD SUPPLEMENTAL INDENTURE
This Third Supplemental Indenture (this "Agreement") is entered into as
of July 26, 2001, 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 (collectively, the
"Subsidiary Guarantors"), (iv) FelCor TRS Holdings, L.P., a Delaware limited
partnership, and Kingston Plantation Development Corp., a Delaware corporation
(collectively, the "New Guarantors"), 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 October 1, 1997, as amended by that certain First Amendment to Indenture
dated as of February 5, 1998, that certain Second Amendment to Indenture and
First Supplemental Indenture dated December 30, 1998, that certain Third
Amendment to Indenture dated March 30, 1999, and that certain Second
Supplemental Indenture dated August 1, 2000 (collectively, 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 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. 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, 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, each of the
New Guarantors hereby acknowledges that it shall be a Subsidiary Guarantor for
all purposes as defined and as set forth in the Indenture, effective
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as of the date hereof. 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 Guarantee.
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 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:
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Name: Xxxxxxxx X. Xxxxxxxx
Title: Executive Vice President
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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:
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Name: Xxxxxxxx X. Xxxxxxxx
Title: Senior Vice President
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SUNTRUST BANK,
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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