Third Supplemental Indenture

Third Supplemental Indenture, dated as of September 29, 2009 (this “ Third Supplemental Indenture ”), by and 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, FelCor TRS Holdings, L.L.C., a Delaware limited liability company, FelCor Canada Co., a Nova Scotia unlimited liability company, FelCor Omaha Hotel Company, L.L.C., a Delaware limited liability company, Myrtle Beach Hotels, L.L.C., a Delaware limited liability company, FelCor TRS Borrower 1, L.P., a Delaware limited partnership, FelCor TRS Borrower 4, L.L.C., a Delaware limited liability company, FelCor/St. Paul Holdings, L.P., a Delaware limited partnership, and FelCor Holdings Trust, a Massachusetts business trust (the “ Pledgor ”), and U.S. Bank National Association, as trustee (the “ Trustee ”), under the Indenture (as defined below).

WHEREAS , FelCor LP, FelCor, the Pledgor and certain subsidiaries named therein previously executed and delivered to the Trustee an indenture, dated as of October 31, 2006, as amended or supplemented prior to the date hereof (the “ Indenture ”), pursuant to which FelCor LP issued $215,000,000 aggregate principal amount of Senior Secured Floating Rate Notes due 2011 (the “ Notes ”);

WHEREAS , Section 9.02 of the Indenture provides that FelCor, FelCor LP, the Subsidiary Guarantors, the Pledgor and the Trustee may, with the written consent of the Holders of at least a majority in aggregate principal amount of the Notes then outstanding, enter into a supplemental indenture for the purpose of amending the Indenture, including, without limitation, consents obtained in connection with a tender offer or exchange offer for, or purchase, of the Notes;

WHEREAS , FelCor LP has made a tender offer (the “ Tender Offer ”) to each registered Holder of Notes to purchase, upon the terms and subject to the conditions set forth in the Offer to Purchase and Consent Solicitation Statement, dated September 17, 2009, as amended, modified or supplemented  (the “ Offer to Purchase ”), any and all of such Holder’s outstanding Notes for an amount in cash equal to $980 for each $1,000 principal amount of the Notes so tendered and accepted for purchase (the “ Tender Offer Consideration ”);

WHEREAS , in conjunction with the Tender Offer, FelCor LP has also solicited consents from the Holders for certain proposed amendments (the “ Proposed Amendments ”) to the Indenture, which Proposed Amendment are contained in this Third Supplemental Indenture;

WHEREAS , subject to the terms and conditions set forth in the Offer to Purchase, FelCor LP has also offered to pay each Holder who validly consents to the Proposed Amendments and validly tenders Notes at or prior to the Consent Date (as defined in the Offer to Purchase), in addition to the Tender Offer Consideration, an amount in cash equal to approximately $20.00 for each $1,000 principal amount of Notes so tendered and accepted for

purchase (the “ Consent Payment ” and together with the Tender Offer Consideration, the “ Total Consideration ”);

WHEREAS , the Holders of not less than a majority in aggregate principal amount of the outstanding Notes have consented to the Proposed Amendments; and

WHEREAS , this Third Supplemental Indenture is effective as of the date upon which the conditions set forth in Section 3 hereof are satisfied.

NOW THEREFORE , in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, FelCor, FelCor LP, each Subsidiary Guarantor, the Pledgor and the Trustee mutually covenant and agree for the equal and ratable benefit of the Holders of the Notes as follows:

SECTION 1.   Definitions . For all purposes of the Indenture and this Third Supplemental Indenture, except as otherwise expressly provided or unless the context otherwise requires:

(1)   the words “herein,” “hereof” and “hereunder” and other words of similar import refer to the Indenture and this Third Supplemental Indenture as a whole and not to any particular Article, Section or subdivision; and

(2)   capitalized terms used but not defined in this Third Supplemental Indenture shall have the meanings assigned to them in the Indenture.

SECTION 2.   Amendments .  The Indenture is hereby amended with respect to the Notes as follows:

(1)   Section 4.03 of the Indenture is hereby eliminated in its entirety and replaced with the words: “ Section 4.03 , INTENTIONALLY OMITTED.”

(2)   Section 4.04 of the Indenture is hereby eliminated in its entirety and replaced with the words: “ Section 4.04 , INTENTIONALLY OMITTED.”

(3)   Sect