**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 asof this31st 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/JPMLEASING, L.L.C. a Delaware limited liability company, each having its principal place of businessat c/o FelCor Lodging Trust Incorporated, 545 E. John Carpenter Freeway, Suite 1300, Irving, Texas75062 (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 principalsum of $250,000,000 (the “Loan”), which Loan is evidenced by, among other things, the Note (asdefined in the Loan Agreement (defined below)) and is secured by, among other things, the SecurityInstruments (as defined in the Loan Agreement) and that certain Loan Agreement executed by Borrowerand 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 theLoan Agreement).AGREEMENT:          For the mutual promises contained herein and for other good and valuable consideration, thereceipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows:          1. Definitions. All capitalized terms not defined herein shall have the meaningascribed to them in the Loan Agreement.          2. Defined Terms. The following defined terms in the Loan Agreement shall have themeanings set forth below:“Note A-1” shall mean that certain Amended and Restated Promissory Note A-1 dated as ofJanuary 31, 2007 in the original principal amount of NINETY-SIX MILLION TWO HUNDREDTHOUSAND AND 00/100 DOLLARS ($96,200,000) made by Borrower in favor of Lender, as the samemay 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 ofJanuary 31, 2007 in the original principal amount of EIGHTY-EIGHT MILLION EIGHT HUNDREDTHOUSAND 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 otherwisemodified from time to time.“Note A Eurodollar Rate” shall mean with respect to any Interest Period, an interest rateper 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 ofJanuary 31, 2007 in the original principal amount of THIRTY-THREE MILLION EIGHT HUNDREDTHOUSAND AND 00/100 DOLLARS ($33,800,000) made by Borrower in favor of Lender, as the samemay 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 ofJanuary 31, 2007 in the original principal amount of THIRTY-ONE MILLION TWO HUNDREDTHOUSAND 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 rateper annum equal to LIBOR plus 1.60 % per annum.          3. Amendment to Other Loan Documents. Notwithstanding anything to the contrarycontained in any Loan Document other than the Note and the Loan Agreement (as amended hereby) (suchother Loan Documents, collectively, the “Other Loan Documents”), the Other Loan Documents are eachhereby 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 theterms hereof, and (ii) all references therein to the “Loan Agreement” shall be deemed to refer tothe Loan Agreement as amended hereby.          4. No Offsets, Counterclaims/Due Authority. Borrower represents, warrants, andcovenants, 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 rightto execute this Agreement and to keep and observe all of the terms of this Agreement on Borrower’spart to be observed or performed.          5. Conflicts. Except as expressly modified pursuant to this Agreement, all of theterms, covenants and provisions of the Loan Agreement and the other Loan Documents shall continuein 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, theterms, covenants, and provisions of this Agreement shall control.          6. No Waiver or Modification. The parties hereto agree that, except as specificallyset forth herein, this Agreement does not amend, waive, satisfy, terminate, diminish or otherwisemodify 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 effectas amended hereby.
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          7. Governing Law. This Agreement shall be deemed to be a contract entered intopursuant 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 terminatedexcept by an instrument in writing executed by the parties hereto.          9. Liability; Successors and Assigns. If any party hereto consists of more than oneperson, 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 theirrespective successors and assigns forever.          10. Inapplicable Provisions. If any term, covenant or condition of this Agreement isheld to be invalid, illegal or unenforceable in any respect, this Agreement shall be construedwithout such provision.          11. Headings, etc. The headings and captions of various paragraphs of this Agreementare for convenience of reference only and are not to be construed as defining or limiting, in anyway, the scope or intent of the provisions hereof          12. Duplicate Originals; Counterparts. This Agreement may be executed in any numberof duplicate originals and each duplicate original shall be deemed to be an original. ThisAgreement may be executed in several counterparts, each of which counterparts shall be deemed anoriginal instrument and all of which together shall constitute a single Agreement. The failure ofany party hereto to execute this Agreement, or any counterpart hereof, shall not relieve the othersignatories from their obligations hereunder.          13. Number and Gender. Whenever the context may require, any pronouns used hereinshall include the corresponding masculine, feminine or neuter forms, and the singular form of nounsand pronouns shall include the plural and vice versa.          14. Entire Agreement. This Agreement embodies the entire agreement and understandingamong the parties hereto and supercedes all prior agreements and understandings among the partieshereto relating to the subject matter hereof. Accordingly, this Agreement may not be contradictedby evidence of prior, contemporaneous, or subsequent oral agreements of the parties hereto. Thereare no unwritten or oral agreements between the parties hereto.          15. Guaranty. Guarantor hereby agrees and confirms that this Amendment shall not inany manner affect and/or modify their respective obligations as Guarantor pursuant to the terms andprovisions 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 theirduly authorized representatives, all as of the day and year first above written.      **BORROWER**: