Exhibit 10.34.1.1**AMENDMENT NO. 1 TO CREDIT AGREEMENT**     This AMENDMENT NO. 1 TO CREDIT AGREEMENT (this “***Amendment No. 1****”)*is made as of January 12,2006 among (a) FelCor Lodging Trust Incorporated and FelCor Lodging Limited Partnership(collectively, the “***Borrowers***”), (b) the Lenders party hereto, and (c) JPMorgan Chase Bank, N.A.(“**JPMCB**”) as Administrative Agent (in such capacity, the “***Administrative Agent***”) for the Lenders.     WHEREAS, the Borrowers, the Lenders and the Administrative Agent are parties to a CreditAgreement, dated as of December 12, 2005 (the “***Credit Agreement***”), pursuant to which the Lendershave agreed to make loans to the Borrowers on the terms and conditions set forth therein; and     WHEREAS, the Borrowers have requested that the Lenders amend certain provisions of the CreditAgreement, and the Lenders party hereto are willing to so amend certain provisions of the CreditAgreement on the terms and conditions set forth herein;     NOW, THEREFORE, in consideration of the foregoing premises, and for other good and valuableconsideration, the receipt and sufficiency of which are hereby acknowledged, and fully intending tobe legally bound by this Amendment No. 1, the parties hereto agree as follows:     **1. ****Definitions****.**Capitalized terms used herein without definition shall have themeanings assigned to such terms in the Credit Agreement.     **2. ****Amendments to Credit Agreement****.**As of the Effective Date (as defined in Section 4hereof) the Credit Agreement is amended by deleting the date “January 15, 2006” set forth in thelast paragraph of Section 4.1 and substituting the date “February 15, 2006” in place thereof:     **3.****Provisions Of General Application****.**     **3.1.****No Other Changes****.**Except as otherwise expressly provided or contemplatedby this Amendment No. 1, all of the terms, conditions and provisions of the CreditAgreement remain unaltered and in full force and effect. The Credit Agreement and thisAmendment No. 1 shall be read and construed as one agreement.
 

 
     **3.2.****Governing Law****.**THIS AMENDMENT NO. 1 SHALL BE CONSTRUED INACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK.     **3.3.****Assignment****.**This Amendment No. 1 shall be binding upon and inure tothe benefit of each of the parties hereto and their respective permitted successors andassigns.     **3.4.****Counterparts****.**This Amendment No. 1 may be executed in any number ofcounterparts, but all such counterparts shall together constitute but one and the sameagreement. In making proof of this Amendment No. 1, it shall not be necessary to produceor account for more than one counterpart thereof signed by each of the parties hereto.     **4. ****Effectiveness of this Amendment No. 1****.**This Amendment No. 1 shall become effectiveon (the “***Effective Date***”) the date of execution and delivery to the Administrative Agent by each ofthe Lenders, the Borrowers, and the Administrative Agent of this Amendment No. 1.*[Remainder of page left blank intentionally]*
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     IN WITNESS WHEREOF, the undersigned have duly executed and delivered this Amendment No. 1 asof the date first set forth above.     **BORROWERS**:       **FELCOR LODGING TRUST INCORPORATED**