EX-4.4.1 5 d87988a1ex4-4_1.txt FIRST SUPPLEMENTAL INDENTURE 1 EXHIBIT 4.4.1 FIRST SUPPLEMENTAL INDENTURE This First 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. Paul 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 June 4, 2001 (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 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 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: ------------------------------- Name: Lawrence D. Robinson Title: Executive Vice President -2- 3 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. Paul 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: ----------------------------------- Name: Lawrence D. Robinson Title: Senior Vice President -3- 4 SUNTRUST BANK, as Trustee By: ----------------------------------- Name: ---------------------------------- Title: --------------------------------- By: ----------------------------------- Name: ---------------------------------- Title: --------------------------------- -4-