EXHIBIT 4.11.2
SUPPLEMENT AND AMENDMENT TO
DEPOSIT AGREEMENT
This Supplement and Amendment to
Deposit Agreement (this “Supplement”) is entered into
by FelCor Lodging Trust Incorporated, a Maryland corporation (the
“Company”), and SunTrust Bank, a Georgia banking
corporation (the “Depositary”), as of August 30, 2005,
to supplement and amend the Deposit Agreement (the
“Agreement”), dated as of April 7, 2005, by and among
the Company, the Depositary and the holders (the
“Holders”) from time to time of the Receipts (as
defined below).
R E C I T A L S:
WHEREAS, in connection with the
previous offering by the Company of depositary shares (the
“Depositary Shares”), each representing a fractional
interest of 1/100 of a share of Series C Cumulative Redeemable
Preferred Stock (the “Series C Preferred Stock”) of the
Company, the Company, the Depositary and the Holders entered into
the Agreement whereby the Company delivered to the Depositary
Series C Preferred Stock certificates (the
“Certificates”) registered in the name of the
Depositary evidencing 54,000 shares of Series C Preferred Stock,
along with such instruments of transfer and endorsement as required
by the Depositary, and the Depositary agreed to issue Depositary
Receipts (“Receipts”) for each Depositary Share
representing the Series C Preferred Stock as directed by the
Company pursuant to an order from the Company;
WHEREAS, the Company now proposes to
offer and sell an additional 1,398,000 Depositary Shares
representing 13,980 shares of Series C Preferred Stock, for which
the Company shall deliver Certificates, registered in the name of
the Depositary evidencing 13,980 shares of Series C Preferred
Stock, to the Depositary, and the Depositary agrees to issue
Receipts for the additional Depositary Shares as provided in this
Supplement pursuant to the Agreement; and
WHEREAS, in accordance with Section
7.1 of the Agreement, the Company and the Depositary desire to
amend the Agreement without the approval of the Holders.
NOW, THEREFORE, for and in
consideration of the premises and the mutual covenants herein
contained, the parti
