Supplemental Indenture

Assumption of Obligations under Senior Secured Notes and Related Indenture. On October 13, 2009, FelCor Lodging Trust Incorporated (the "Company"), its subsidiary FelCor Lodging Limited Partnership ("FelCor LP"), certain subsidiaries of the Company and FelCor LP, as guarantors (the "Subsidiary Guarantors"), FelCor Escrow Holdings, L.L.C., as original issuer (the "FelCor Escrow Sub"), and FelCor Holdings Trust, as pledgor ("FHT"), entered into a Second Supplemental Indenture with U.S. Bank National Association, as trustee ("Trustee"), in connection with FelCor LP's assumption of all of the rights and obligations under the Indenture, dated as of October 1, 2009, by and between FelCor Escrow Sub and Trustee (as supplemented through the October 13, 2009, the "Indenture") governing the issuance of $636 million of senior secured floating rate notes due 2011 (the "Notes") on October 1, 2009. The Notes bear a fixed interest rate of ten percent per year and mature on October 1, 2014. The Notes were offered to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the "Securities Act"), and to persons outside the United States under Regulation S of the Securities Act.

Security. The Notes are secured by a pledge of the limited partner interests in FelCor LP owned now or hereafter by FHT (the "LP Interests") and are expected to be further secured by a combination of first lien mortgages and related security interests on up to 14 hotels and pledges of equity interests in certain subsidiaries of FelCor LP (the "Equity Pledges"). The Trustee also has the right to purchase on behalf of the holders of the Notes, the general partner interests in FelCor LP owned by FelCor for an exercise price of $1.00, which right is only exercisable in connection with foreclosure on the pledged FelCor LP limited partner interest following an event of default under the Indenture. With respect to the first lien mortgages, FelCor and FelCor LP have agreed to use their commercially reasonable efforts to complete those actions required to create and perfect liens on the collateral hotels as soon as reasonably practicable and in any event within 180 days of the closing date.

Covenants and other Provisions. The Indenture contains certain covenants limiting or prohibiting the ability of the FelCor LP to: (i) pay dividends and other distributions with respect to equity interests and purchase, redeem or retire equity interests; (ii) incur incremental indebtedness or issue preferred equity interests; (iii) enter into certain asset sales; (iv) enter into transactions with affiliates; (v) incur liens on assets to secure certain debt; and (vi) engage in certain mergers or consolidations and transfers of assets. The Indenture also contains customary event of default provisions. The Indenture, as supplemented, provides that FelCor LP would repurchase the Notes upon a change of control at a purchase price equal to 101% of the debt outstanding under the Notes. FelCor LP may redeem the Notes, in whole or in part, at a redemption price of 100% of the principal amount of the Notes, plus a make-whole premium, plus accrued and unpaid interest on the Notes to the date of redemption. Under certain circumstances, upon the occurrence of an event of default, the holders of the Notes or the Trustee may declare the outstanding debt due and payable.

On October 12, 2009, FelCor Escrow Sub and the Trustee entered into the First Supplemental Indenture that provided additional flexibility with respect to the incurrence of indebtedness by FelCor LP upon its assumption of the obligations under the Indenture. Copies of the First Supplemental Indenture and the Second Supplemental Indenture are attached hereto as Exhibits 4.1 and 4.2, respectively, which are incorporated herein by reference.

Registration Rights Agreement

In connection with the issuance of the Notes, the Company and FelCor LP entered into a registration rights agreement (the "Registration Rights Agreement") dated October 1, 2009, that became effective when FelCor LP assumed FelCor Escrow Sub's obligations under the Indenture on October 13, 2009, with J.P. Morgan Securities Inc. on its own behalf and as representative of the other initial purchasers of the Notes. The Company and FelCor LP have agreed to use their commercially reasonable efforts, at their cost, to file and cause to become effective, an exchange offer registration statement with respect to an offer to exchange the Notes for notes identical to the Notes (except that the exchanged notes will not have restrictions on transfer), or, under certain circumstances to file a shelf registration statement to cover the resale of the Notes. The Registration Rights Agreement provides that the exchange offer will remain open for at least 20 business days after notice is mailed to the holders of the Notes. If the Company and FelCor LP fail to file a registration statement required by the Registration Rights Agreement within the prescribed time periods, or any such registration statement is not declared effective within the prescribed time periods, FelCor LP will be required to pay additional interest to the holders of the Notes. A copy of the Registration Rights Agreement is attached hereto as Exhibit 4.3 and is incorporated herein by reference.

Pledge Agreement

. . .

See "Supplemental Indenture" under Item 1.01 above, which is incorporated herein by reference.

See "Supplemental Indenture" under Item 1.01 above, which is incorporated herein by reference.

On October 7, 2009, FelCor and FelCor LP announced that FelCor Escrow Sub had commenced a solicitation of consents to a proposed amendment to the Indenture governing the Notes that would provide additional flexibility with respect to the incurrence of indebtedness by FelCor LP, once FelCor LP had assumed the obligations under the Indenture. On October 12, 2009, FelCor and FelCor LP announced that FelCor Escrow Sub had received consents from the holders of a majority in principal amount of the Notes required to amend the Indenture and thus enter into the First Supplemental Indenture. A copy of the press release relating to the commencement of the consent solicitation is attached hereto as Exhibit 99.1. A copy of the press release relating to the receipt of the requisite consents to amend the Indenture is attached hereto as Exhibit 99.2.

On October 13, 2009, FelCor LP announced that it had assumed the obligations of FelCor Escrow Sub under the Indenture and that, consequently, the previously announced sale of the Notes was completed. A copy of the press release related to the closing of the sale of the Notes by FelCor LP is attached hereto as Exhibit 99.3. On October 16, 2009, FelCor LP announced that it had completed the tender offers.

(d) Exhibits

Exhibit
Number    Description of Exhibit

4.1       First Supplemental Indenture dated as of October
          12, 2009, by and between FelCor Escrow Holdings,
          L.L.C. and U.S. Bank National Association.
4.2       Second Supplemental Indenture dated as of October
          13, 2009, by and among FelCor Lodging Trust
          Incorporated, FelCor Lodging Limited Partnership,
          certain subsidiary guarantors named therein, FelCor
          Holdings Trust, FelCor Escrow Holdings, L.L.C. and
          U.S. Bank National Association.
4.3       Registration Rights Agreement dated October 1, 2009
          to be effective as of October 13, 2009, by and
          among FelCor Lodging Trust Incorporated, FelCor
          Lodging Limited Partnership, certain subsidiary
          guarantors named therein, and J.P. Morgan
          Securities Inc. on behalf of itself and the initial
          purchasers.
10.1      Pledge Agreement dated October 13, 2009, by and
          among FelCor Lodging Trust Incorporated, FelCor
          Lodging Limited Partnership, certain subsidiary
          pledgors named therein, FelCor Holdings Trust, and
          U.S. Bank National Association.
99.1      Press release dated October 7, 2009, relating to
          the commencement of the consent solicitation.
99.2      Press release dated October 12, 2009, relating to
          the receipt of the requisite consents to amend the
          Indenture.
99.3      Press release dated October 13, 2009, relating to
          the completion of the offering, sale and assumption
          of the Notes by FelCor Lodging Limited Partnership.
99.4      Press release dated October 16, 2009, relating to
          the completion of the tender offers.