REGISTRATION RIGHTS AGREEMENT Dated October 31, 2006 AMONG FELCOR LODGING LIMITED PARTNERSHIP, FELCOR LODGING TRUST INCORPORATED, and MERRILL LYNCH & CO. MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATEDRegistration Rights Agreement • November 1st, 2006 • FelCor Lodging Trust Inc • Real estate investment trusts • New York
This Agreement is made pursuant to the Purchase Agreement dated as of October 19, 2006, among the Operating Partnership, FelCor, the Subsidiary Guarantors and the Initial Purchaser (the “Purchase Agreement”), which provides for the sale by the Operating Partnership to the Initial Purchaser of $215,000,000 aggregate principal amount of Senior Secured Floating Rate Notes due 2011 of the Operating Partnership (the “Notes”) to be issued pursuant to the Indenture (as defined below). The Notes will be guaranteed by FelCor and the Subsidiary Guarantors (as defined below) so long as they are obligors on other indebtedness of FelCor and the Operating Partnership which is pari passu with, or subordinated to, the Notes. In order to induce the Initial Purchaser to enter into the Purchase Agreement, the Company has agreed to provide to the Initial Purchaser and their direct and indirect transferees the registration rights with respect to the Notes set forth in this Agreement. The execution of this
PLEDGE AGREEMENTPledge Agreement • November 1st, 2006 • FelCor Lodging Trust Inc • Real estate investment trusts • New York
This PLEDGE AGREEMENT (this “Agreement”), dated as of October 31, 2006, from FELCOR HOLDINGS TRUST, a Massachusetts business trust (the “Assignor”) in favor of JPMORGAN CHASE BANK, N.A. (“JPMC”), in its capacity as Collateral Agent for the Secured Parties (as defined below) (the “Assignee”).
COLLATERAL AGENCY AGREEMENT DATED as of October 31, 2006 among JPMORGAN CHASE BANK, N.A., and FELCOR LODGING TRUST INCORPORATED AND FELCOR LODGING LIMITED PARTNERSHIPCollateral Agency Agreement • November 1st, 2006 • FelCor Lodging Trust Inc • Real estate investment trusts • New York
This COLLATERAL AGENCY AGREEMENT (this “Agreement”) is made as of October 31, 2006, among (a) JPMORGAN CHASE BANK, N.A., as collateral agent (in such capacity, the “Collateral Agent”) for the Secured Parties (as hereinafter defined) and as Administrative Agent (the “Agent”) for the Lenders (as hereinafter defined), (b) U.S. BANK NATIONAL ASSOCIATION, as Trustee (the “New Trustee”) on behalf of the holders of New Debentures (as defined below), (c) U.S. BANK NATIONAL ASSOCIATION, AS SUCCESSOR TO SUNTRUST BANK, as Trustee (the “Existing Trustee”) on behalf of the holders of the Existing Debentures (as defined below), (d) FELCOR LODGING TRUST INCORPORATED (“FelCor Trust”) and FELCOR LODGING LIMITED PARTNERSHIP (“FelCor Partnership”) (collectively, the “Borrowers”) and (e) FELCOR HOLDINGS TRUST (the “Pledgor”).
AMENDMENT NO. 4 TO CREDIT AGREEMENTCredit Agreement • November 1st, 2006 • FelCor Lodging Trust Inc • Real estate investment trusts • New York
This AMENDMENT NO. 4 TO CREDIT AGREEMENT (this “Amendment No. 4 ”) is made as of October 26, 2006 among (a) FelCor Lodging Trust Incorporated and FelCor Lodging Limited Partnership (collectively, the “Borrowers”), (b) the Lenders party hereto, and (c) JPMorgan Chase Bank, N.A. as Administrative Agent (in such capacity, the “Administrative Agent”) for the Lenders.
FELCOR LODGING LIMITED PARTNERSHIP, as Issuer AND FELCOR LODGING TRUST INCORPORATED FELCOR/CSS HOLDINGS, L.P. FELCOR HOTEL ASSET COMPANY, L.L.C. FELCOR PENNSYLVANIA COMPANY, L.L.C. FELCOR LODGING HOLDING COMPANY, L.L.C. FHAC TEXAS HOLDINGS, L.P....Sixth Supplemental Indenture • November 1st, 2006 • FelCor Lodging Trust Inc • Real estate investment trusts • New York
Sixth Supplemental Indenture (this “Sixth Supplemental Indenture”), dated as of October 31, 2006 among FelCor Lodging Limited Partnership, formerly FelCor Suites Limited Partnership, a Delaware limited partnership (“FelCor LP”), FelCor Lodging Trust Incorporated, formerly FelCor Suite Hotels, Inc., a Maryland corporation (“Felcor”), FelCor/CSS Holdings, L.P., a Delaware limited partnership, 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, FHAC Texas Holdings, L.P., a Texas limited partnership, 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, Myrtle Beach Hotels, L.L.C., a Delaware limited liability company, FelCor TRS Borrower 1, L.P., a Delaware limited partnership,
FELCOR LODGING LIMITED PARTNERSHIP, as Issuer AND FELCOR LODGING TRUST INCORPORATED FELCOR/CSS HOLDINGS, L.P. FELCOR HOTEL ASSET COMPANY, L.L.C. FELCOR PENNSYLVANIA COMPANY, L.L.C. FELCOR LODGING HOLDING COMPANY, L.L.C. FHAC TEXAS HOLDINGS, L.P....FelCor Lodging Trust Inc • November 1st, 2006 • Real estate investment trusts • New York
Second Supplemental Indenture (this “Second Supplemental Indenture”), dated as of October 31, 2006 among FelCor Lodging Limited Partnership, a Delaware limited partnership (“FelCor LP”), FelCor Lodging Trust Incorporated, a Maryland corporation (“Felcor”), FelCor/CSS Holdings, L.P., a Delaware limited partnership, 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, FHAC Texas Holdings, L.P., a Texas limited partnership, 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, Myrtle Beach Hotels, L.L.C., a Delaware limited liability company, FelCor TRS Borrower 1, L.P., a Delaware limited partnership, FelCor TRS Guarantor, L.P., a Delaware limited partnership, Center City Hotel
