0000912057-02-010031 Sample Contracts

RFS PARTNERSHIP, L.P. RFS 2002 FINANCING, INC. (as Issuers) RFS HOTEL INVESTORS, INC. RFS LEASING VII, INC. (each a Guarantor) 9.75% Senior Notes due 2012
RFS Partnership Lp • March 15th, 2002 • Real estate investment trusts • New York

INDENTURE, dated as of February 26, 2002, among RFS Partnership, L.P., a Tennessee limited partnership (the "Company") and RFS 2002 Financing, Inc., a Tennessee corporation ("Finance" and together with the Company, the "Issuers"), the Guarantors (as defined), and U.S. Bank National Association, as trustee (the "Trustee").

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125,000,000 RFS PARTNERSHIP, L.P. RFS 2002 FINANCING, INC. 9.75% Senior Notes due 2012 REGISTRATION RIGHTS AGREEMENT
RFS Partnership Lp • March 15th, 2002 • Real estate investment trusts • New York

Credit Suisse First Boston Corporation Banc of America Securities LLC c/o Credit Suisse First Boston Corporation Eleven Madison Avenue New York, New York 10010-3629

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