exv10w35w1w1



 





Exhibit 10.35.1.1




FIRST AMENDMENT TO LOAN AGREEMENT AND OTHER LOAN DOCUMENTS




     THIS FIRST AMENDMENT TO LOAN AGREEMENT AND OTHER LOAN DOCUMENTS (this “Agreement”) is made as
of this
31st day of January, 2007, between BANK OF AMERICA, N.A., a national banking association,
having an address at Hearst Tower, 214 North Tryon Street, Charlotte, North Carolina 28255
(“Lender”) and FELCOR/JPM HOTELS, L.L.C., a Delaware limited liability company, and DJONT/JPM
LEASING, L.L.C. a Delaware limited liability company, each having its principal place of business
at c/o FelCor Lodging Trust Incorporated, 545 E. John Carpenter Freeway, Suite 1300, Irving, Texas
75062 (individually and collectively, as the context may require, “Borrower”).



RECITALS:




     A. As of November 10, 2006, Lender made a mortgage loan to Borrower in the original principal
sum of $250,000,000 (the “Loan”), which Loan is evidenced by, among other things, the Note (as
defined in the Loan Agreement (defined below)) and is secured by, among other things, the Security
Instruments (as defined in the Loan Agreement) and that certain Loan Agreement executed by Borrower
and Lender and dated as of November 10, 2006 (the “Loan Agreement”).



     B. As of the date hereof, Borrower and Lender desire to, in accordance with the terms hereof,
amend each of (i) the Loan Agreement and (ii) each of the other Loan Documents (as defined in the
Loan Agreement).



AGREEMENT:




          For the mutual promises contained herein and for other good and valuable consideration, the
receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows:




          1. Definitions. All capitalized terms not defined herein shall have the meaning
ascribed to them in the Loan Agreement.




          2. Defined Terms. The following defined terms in the Loan Agreement shall have the
meanings set forth below:





“Note A-1” shall mean that certain Amended and Restated Promissory Note A-1 dated as of
January 31, 2007 in the original principal amount of NINETY-SIX MILLION TWO HUNDRED
THOUSAND AND 00/100 DOLLARS ($96,200,000) made by Borrower in favor of Lender, as the same
may be assigned, amended, restated, replaced, extended, renewed, supplemented, severed,
split, or otherwise modified from time to time.




“Note A-2” shall mean that certain Amended and Restated Promissory Note A-2 dated as of
January 31, 2007 in the original principal amount of EIGHTY-EIGHT MILLION EIGHT HUNDRED
THOUSAND AND 00/100 DOLLARS ($88,800,000) made by Borrower in favor of JPMorgan Chase Bank,
N.A., as the same may be assigned,



 









 






amended, restated, replaced, extended, renewed, supplemented, severed, split, or otherwise
modified from time to time.




“Note A Eurodollar Rate” shall mean with respect to any Interest Period, an interest rate
per annum equal to LIBOR plus 0.6945945945945950% per annum.




“Note B-1” shall mean that certain Amended and Restated Promissory Note B-1 dated as of
January 31, 2007 in the original principal amount of THIRTY-THREE MILLION EIGHT HUNDRED
THOUSAND AND 00/100 DOLLARS ($33,800,000) made by Borrower in favor of Lender, as the same
may be assigned, amended, restated, replaced, extended, renewed, supplemented, severed,
split, or otherwise modified from time to time.




“Note B-2” shall mean that certain Amended and Restated Promissory Note B-2 dated as of
January 31, 2007 in the original principal amount of THIRTY-ONE MILLION TWO HUNDRED
THOUSAND AND 00/100 DOLLARS ($31,200,000) made by Borrower in favor of JPMorgan Chase Bank,
N.A., as the same may be assigned, amended, restated, replaced, extended, renewed,
supplemented, severed, split, or otherwise modified from time to time.



     “Note B Eurodollar Rate” shall mean with respect to any Interest Period, an interest rate
per annum equal to LIBOR plus 1.60 % per annum.



          3. Amendment to Other Loan Documents. Notwithstanding anything to the contrary
contained in any Loan Document other than the Note and the Loan Agreement (as amended hereby) (such
other Loan Documents, collectively, the “Other Loan Documents”), the Other Loan Documents are each
hereby modified such that (i) all references therein to the "Note” shall be deemed to refer to the
“Note” as defined in the Loan Agreement, as such Loan Agreement has been amended pursuant to the
terms hereof, and (ii) all references therein to the “Loan Agreement” shall be deemed to refer to
the Loan Agreement as amended hereby.




          4. No Offsets, Counterclaims/Due Authority. Borrower represents, warrants, and
covenants, that there are no offsets, counterclaims or defenses against the Debt, this Agreement,
the Security Instruments, the Loan Agreement (as amended hereby), or the Note, and that Borrower
(and the undersigned representative of Borrower, if any) has full power, authority, and legal right
to execute this Agreement and to keep and observe all of the terms of this Agreement on Borrower’s
part to be observed or performed.




          5. Conflicts. Except as expressly modified pursuant to this Agreement, all of the
terms, covenants and provisions of the Loan Agreement and the other Loan Documents shall continue
in full force and effect. In the event of any conflict or ambiguity between the terms, covenants,
and provisions of this Agreement and those of the Loan Agreement or the other Loan Documents, the
terms, covenants, and provisions of this Agreement shall control.




          6. No Waiver or Modification. The parties hereto agree that, except as specifically
set forth herein, this Agreement does not amend, waive, satisfy, terminate, diminish or otherwise
modify any of the terms, conditions, provisions and/or agreements contained in the Loan Documents,
and Borrower hereby acknowledges and agrees that said Loan Documents are in full force and effect
as amended hereby.




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          7. Governing Law. This Agreement shall be deemed to be a contract entered into
pursuant to the laws of the State of New York and shall in all respects be governed, construed,
applied and enforced in accordance with the laws of the State of New York.




          8. No Oral Change. This Agreement may not be modified in any manner or terminated
except by an instrument in writing executed by the parties hereto.




          9. Liability; Successors and Assigns. If any party hereto consists of more than one
person, the obligations and liabilities of each such person hereunder shall be joint and several.
This Agreement shall be binding upon and inure to the benefit of the parties hereto and their
respective successors and assigns forever.




          10. Inapplicable Provisions. If any term, covenant or condition of this Agreement is
held to be invalid, illegal or unenforceable in any respect, this Agreement shall be construed
without such provision.




          11. Headings, etc. The headings and captions of various paragraphs of this Agreement
are for convenience of reference only and are not to be construed as defining or limiting, in any
way, the scope or intent of the provisions hereof




          12. Duplicate Originals; Counterparts. This Agreement may be executed in any number
of duplicate originals and each duplicate original shall be deemed to be an original. This
Agreement may be executed in several counterparts, each of which counterparts shall be deemed an
original instrument and all of which together shall constitute a single Agreement. The failure of
any party hereto to execute this Agreement, or any counterpart hereof, shall not relieve the other
signatories from their obligations hereunder.




          13. Number and Gender. Whenever the context may require, any pronouns used herein
shall include the corresponding masculine, feminine or neuter forms, and the singular form of nouns
and pronouns shall include the plural and vice versa.




          14. Entire Agreement. This Agreement embodies the entire agreement and understanding
among the parties hereto and supercedes all prior agreements and understandings among the parties
hereto relating to the subject matter hereof. Accordingly, this Agreement may not be contradicted
by evidence of prior, contemporaneous, or subsequent oral agreements of the parties hereto. There
are no unwritten or oral agreements between the parties hereto.




          15. Guaranty. Guarantor hereby agrees and confirms that this Amendment shall not in
any manner affect and/or modify their respective obligations as Guarantor pursuant to the terms and
provisions of the Guaranty.




[NO FURTHER TEXT ON THIS PAGE]




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     IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed by their
duly authorized representatives, all as of the day and year first above written.



	 	 	 	 	 
	 	BORROWER:



FELCOR/JPM HOTELS, L.L.C., a Delaware limited

liability company

 	 
	 	By:  	/s/ Joel M. Eastman
 	 
	 	 	Name:  	Joel M. Eastman 	 
	 	 	Title:  	Vice President 	 
	 



	 	 	 	 	 
	 	DJONT/JPM LEASING, L.L.C., a Delaware limited

liability company

 	 
	 	By:  	/s/ Joel M. Eastman
 	 
	 	 	Name:  	Joel M. Eastman 	 
	 	 	Title:  	Vice President 	 
	 



	 	 	 	 	 
	 	LENDER:



BANK OF AMERICA, N.A., a national banking association

 	 
	 	By:  	/s/ Michael S. Birajiclian
 	 
	 	 	Name:  	Michael S. Birajiclian 	 
	 	 	Title:  	Principal 	 
	 




 









 





     The undersigned, as holder of Note A-2 and Note B-2 signs below to acknowledge and consent to
the terms of this Agreement.



	 	 	 	 	 
	 	JPMORGAN CHASE BANK, N.A., a national banking association

 	 
	 	By:  	/s/ Julio C. Martinez
 	 
	 	 	Name:  	Julio C. Martinez 	 
	 	 	Title:  	Attorney In Fact 	 



 









 






	 	 	 	 	 



CONSENT AND ACKNOWLEDGMENT




          The undersigned hereby (i) consents to the terms and conditions of (a) this Agreement and (b)
each of Note A-1, Note A-2, Note B-1 and Note B-2 (each as defined in this Agreement), copies of
which have been received by the undersigned and (ii) acknowledges that its obligations and
liabilities under that certain Guaranty (as defined in the Loan Agreement) between the undersigned
and Lender, as well as any obligations or liabilities it has in connection with the Loan shall in
no way be limited or impaired as a result of this Agreement or the amendment and restatement of
Note A-1, Note A-2, Note B-1 or Note B-2 as described therein, and such Guaranty and any such
obligations and liabilities shall continue in full force and effect.




	 	 	 	 	 
	 	 	GUARANTOR:
	 
	 	 	 	 
	 	 	FELCOR LODGING LIMITED PARTNERSHIP, a Delaware

limited partnership
	 
	 	 	 	 
	 

	 	By:
	 	FelCor Lodging Trust Incorporated, a
	 

	 	 	 	Maryland corporation, its general partner






	 	 	 	 	 
	 	 	 
	 	By:  	/s/
Andrew J. Welch
 	 
	 	 	Name:  	Andrew J. Welch	 
	 	 	Title:  	Executive Vice President