Exhibit 10.34.2**SUBSIDIARY GUARANTY**     SubsidiaryGuaranty, dated as of January 27, 2006 by and among the undersigned and such otherPersons which may become party hereto from time to time by executing a joinder (in the form of*Appendix 1*hereto) (each a “***Subsidiary Guarantor***” and collectively the “***Subsidiary Guarantors***”), infavor of each of the Lenders (as defined herein) and JPMorgan Chase Bank, N.A., as administrativeagent (in such capacity, the “***Administrative Agent***”) for itself and for the other financialinstitutions (collectively, the “***Lenders***”) which are or may become parties to the Credit Agreementdated as of December 12, 2005, among FelCor Lodging Trust Incorporated and FelCor Lodging LimitedPartnership (the “***Borrowers***”), the Administrative Agent, and the Lenders (as amended or modified,the “***Credit Agreement***”). Capitalized terms used herein without definition shall have the meaningsascribed to them in the Credit Agreement.     **WHEREAS**, the Borrowers, the Administrative Agent, the Lenders and the other parties theretohave entered into the Credit Agreement;     **WHEREAS**, the Borrowers and each Subsidiary Guarantor are members of a group of relatedentities, the success of each of which is dependent in part on the success of the other members ofsuch group;     **WHEREAS**, each Subsidiary Guarantor expects to receive substantial direct and indirect benefitsfrom the Revolving Loans made by each Lender to the Borrowers pursuant to the Credit Agreement(which benefits are hereby acknowledged);     **WHEREAS**, the Borrowers have covenanted and agreed with the Lenders, that pursuant to Section5.13 of the Credit Agreement, the undersigned Subsidiary Guarantors shall execute and deliver thisSubsidiary Guaranty; and     **WHEREAS**, each Subsidiary Guarantor wishes to guaranty the Borrowers’ obligations to theLenders and the Administrative Agent under and in respect of the Credit Agreement as hereinprovided.     **NOW, THEREFORE**, in consideration of the foregoing, and for other good and valuableconsideration, the receipt and sufficiency of which are hereby acknowledged, the parties herebyagree as follows:     1. Guaranty of Payment and Performance of Obligations. In consideration of theLenders’ extending credit, or otherwise, in their discretion, giving time, financial or bankingfacilities or accommodations to the Borrowers, each Subsidiary Guarantor hereby jointly andseverally, absolutely, irrevocably and unconditionally guarantees to the Administrative Agent andeach Lender that the Borrowers will duly and punctually pay or perform, at the place specifiedtherefor, or if no place is specified, at the Administrative Agent’s head office, (i) allindebtedness, obligations and liabilities of the Borrowers to any of the Lenders and theAdministrative Agent, individually or
 

 
collectively, under the Credit Agreement or any of the otherLoan Documents or in respect of any of the Loans or the Notes or other instruments at any timeevidencing any obligations thereunder, whether existing on the date of the Credit Agreement or arising orincurred thereafter, direct or indirect, secured or unsecured, joint or several, absolute orcontingent, matured or unmatured, liquidated or unliquidated, arising by contract, operation of lawor otherwise, including all such which would become due but for the operation of the automatic staypursuant to §362(a) of the Federal Bankruptcy Code and the operation of §§502(b) and 506(b) of theFederal Bankruptcy Code; and (ii) without limitation of the foregoing, all reasonable fees, costsand expenses incurred by the Administrative Agent or the Lenders in attempting to collect orenforce any of the foregoing, accrued in each case to the date of payment thereof (collectively the“***Obligations***” and individually an “***Obligation***”). This Subsidiary Guaranty is an absolute,unconditional and continuing guaranty of the full and punctual payment and performance by theBorrowers of the Obligations and not of their collectibility only and is in no way conditioned uponany requirement that any Lender or the Administrative Agent first attempt to collect any of theObligations from the Borrowers or resort to any security or other means of obtaining payment of anyof the Obligations which any Lender or the Administrative Agent now has or may acquire after thedate hereof or upon any other contingency whatsoever. Upon any Event of Default which iscontinuing by the Borrowers in the full and punctual payment and performance of the Obligations,the liabilities and obligations of each Subsidiary Guarantor hereunder shall, at the option of theAdministrative Agent, become forthwith due and payable to the Administrative Agent and to theLender or Lenders owed the same without demand or notice of any nature, all of which are expresslywaived by each Subsidiary Guarantor, except for notices required to be given to the Borrowers underthe Loan Documents. Payments by the Subsidiary Guarantors hereunder may be required by any Lenderor the Administrative Agent on any number of occasions.     2. Subsidiary Guarantor’s Further Agreements to Pay. Each Subsidiary Guarantorfurther jointly and severally agrees, as the principal obligor and not as a guarantor only, to payto each Lender and the Administrative Agent forthwith upon demand, in funds immediately availableto such Lender or the Administrative Agent, all costs and expenses (including court costs and legalfees and expenses) incurred or expended by the Administrative Agent or such Lender in connectionwith this Subsidiary Guaranty and the enforcement hereof, together with interest on amountsrecoverable under this Subsidiary Guaranty from the time after such amounts become due at thedefault rate of interest set forth in the Credit Agreement; *provided*that if such interest exceedsthe maximum amount permitted to be paid under applicable law, then such interest shall be reducedto such maximum permitted amount.     3. Payments. Each Subsidiary Guarantor jointly and severally covenants and agreesthat the Obligations will be paid strictly in accordance with their respective terms regardless ofany law, regulation or order now or hereafter in effect in any jurisdiction affecting any of suchterms or the rights of the Administrative Agent or any Lender with respect thereto. Withoutlimiting the generality of the foregoing, each Subsidiary Guarantor’s obligations hereunder withrespect to any Obligation shall not be discharged
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by a payment in a currency other than the currency in which the Obligation is denominated (the “***Obligation Currency***”) or at a place otherthan the place specified for the payment of the Obligation, whether pursuant to a judgment or otherwise, to the extent thatthe amount so paid on conversion to the Obligation Currency and transferred to New York, New York,U.S.A., under normal banking procedures does not yield the amount of Obligation Currency duethereunder.     4. Taxes. All payments hereunder shall be made without any counterclaim or set-off,free and clear of, and without reduction for any Indemnified Taxes or Other Taxes, which are now ormay hereafter be imposed, levied or assessed by any Governmental Authority on payments hereunder,all of which will be for the account of and paid by the Subsidiary Guarantors. If for any reason,any such reduction is made or any Taxes are paid by the Administrative Agent or any Lender (exceptfor taxes on income or profits of such Administrative Agent or Lender), each Subsidiary Guarantorjointly and severally agrees to pay to the Administrative Agent or such Lender such additionalamounts as may be necessary to ensure that the Administrative Agent or such Lender receives thesame net amount which it would have received had no such reduction been made or Taxes paid.     5. Consent to Jurisdiction. Each Subsidiary Guarantor agrees that any suit for theenforcement of this Subsidiary Guaranty or any of the other Loan Documents may be brought in thecourts of the State of New York sitting in New York, New York or any federal court sitting in NewYork, New York and consents to the non-exclusive jurisdiction of such courts and the service ofprocess in any such suit being made upon such Subsidiary Guarantor by mail at the address specifiedherein. Except to the extent such waiver is expressly prohibited by law, each Subsidiary Guarantorhereby waives any objection that it may now or hereafter have to the venue of any such suit or anysuch court or that such suit is brought in an inconvenient court.     6. Liability of each Subsidiary Guarantor. The Administrative Agent and each Lenderhave and shall have the absolute right to enforce the liability of each Subsidiary Guarantorhereunder without resort to any other right or remedy including any right or remedy under any otherguaranty or against any other Subsidiary Guarantor, and the release or discharge of any SubsidiaryGuarantor or other guarantor of any Obligations shall not affect the continuing liability of eachSubsidiary Guarantor hereunder that has not been released or discharged.     It is the intention and agreement of each Subsidiary Guarantor, the Administrative Agent andthe Lenders that the obligations of each Subsidiary Guarantor under this Subsidiary Guaranty shallbe joint and several and valid and enforceable against each Subsidiary Guarantor to the maximumextent permitted by applicable law. Accordingly, if any provision of this Subsidiary Guarantycreating any obligation of any Subsidiary Guarantor in favor of the Administrative Agent and theLenders shall be declared to be invalid or unenforceable in any respect or to any extent, it is thestated intention and agreement of the Subsidiary Guarantors, the Administrative Agent and theLenders that any balance of the obligation created by such provision and all other obligations ofeach
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of the other Subsidiary Guarantors to the Administrative Agent and the Lenders created byother provisions of this Subsidiary Guaranty shall remain valid and enforceable.Likewise, if by final order a court of competent jurisdiction shall declare any sums which theAdministrative Agent or the Lenders may be otherwise entitled to collect from any SubsidiaryGuarantor under this Subsidiary Guaranty to be in excess of those permitted under any law(including any federal or state fraudulent conveyance or like statute or rule of law) applicable tosuch Subsidiary Guarantor’s obligations under this Subsidiary Guaranty, it is the stated intentionand agreement of the Subsidiary Guarantors, the Administrative Agent and the Lenders that all sumsnot in excess of those permitted under such applicable law shall remain fully collectible by theAdministrative Agent and the Lenders from each of the other Subsidiary Guarantors, jointly andseverally.     7. Representations and Warranties; Covenants. (a) Each Subsidiary Guarantor herebymakes and confirms the representations and warranties made on its behalf by the Borrowers pursuantto §3 of the Credit Agreement, as if such representations and warranties were set forth herein.Each Subsidiary Guarantor hereby agrees to perform the covenants set forth in §§5 and 6 of theCredit Agreement (to the extent such covenants expressly apply to such Subsidiary Guarantor) as ifsuch covenants were set forth herein. Each Subsidiary Guarantor acknowledges that it is, on acollective basis with the Borrowers and all other Subsidiary Guarantors, bound by the financialcovenants and other covenants set forth in §6.1 of the Credit Agreement. Each Subsidiary Guarantorhereby confirms that it shall be bound by all acts or omissions of the Borrowers pursuant to theCredit Agreement.          (b) Each Subsidiary Guarantor is a limited liability company, limited partnership,corporation, or other legal entity, as applicable, duly formed or organized, validly existing andin good standing under the laws of the state of its formation or organization; each SubsidiaryGuarantor has all requisite limited liability company, limited partnership, corporate or otherlegal entity power, as applicable, to own its respective properties and conduct its respectivebusiness as now conducted and as presently contemplated; and such Subsidiary Guarantor is in goodstanding as a foreign entity and is duly authorized to do business in the jurisdictions where theproperties and Unencumbered Assets owned or ground-leased by it are located and in each otherjurisdiction where such qualification is necessary except where a failure to be so qualified insuch other jurisdiction would not have a Material Adverse Effect. The execution, delivery andperformance of this Subsidiary Guaranty and the transactions contemplated hereby (i) are within theauthority of such Subsidiary Guarantor, (ii) have been duly authorized by all necessary proceedingson the part of such Subsidiary Guarantor and any member, manager, or other controlling Personthereof, (iii) do not conflict with or result in any breach or contravention of any provision oflaw, statute, rule or regulation to which such Subsidiary Guarantor is subject or any judgment,order, writ, injunction, license or permit applicable to such Subsidiary Guarantor, (iv) do notconflict with any provision of the Certificate of Organization or Formation, the limited liabilitycompany agreement, articles of incorporation, bylaws, or other authority documents of suchSubsidiary Guarantor or the authority documents of any controlling Person thereof, and (v) do notcontravene any provisions of, or constitute a default, Default or Event of
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Default or a failure to comply with any term, condition or provision of, any other agreement, instrument, judgment, order,decree, permit, license or undertaking binding upon or applicable to such Subsidiary Guarantor or any of such Subsidiary Guarantor’sproperties (except for any such failure to comply under any such other agreement, instrument,judgment, order, decree, permit, license, or undertaking as would not have a Material AdverseEffect) or result in the creation of any mortgage, pledge, security interest, lien, encumbrance orcharge upon any of the properties or assets of such Subsidiary Guarantor.          (c) The Guaranty has been duly executed and delivered and constitutes the legal, valid andbinding obligations of each Subsidiary Guarantor, subject only to applicable bankruptcy,insolvency, fraudulent conveyance, reorganization, moratorium or other laws relating to oraffecting generally the enforcement of creditors’ rights and to the fact that the availability ofthe remedy of specific performance or injunctive relief is subject to the discretion of the courtbefore which any proceeding therefor may be brought.          (d) The execution, delivery and performance by each Subsidiary Guarantor of this SubsidiaryGuaranty and the transactions contemplated hereby do not require (i) the approval or consent of anygovernmental agency or authority other than those already obtained, or (ii) filing with anygovernmental agency or authority, other than filings which will be made with the SEC when and asrequired by law.     8. Effectiveness. The obligations of each Subsidiary Guarantor under this SubsidiaryGuaranty shall continue in full force and effect and shall remain in operation until all of theObligations shall have been paid in full or otherwise fully satisfied, and continue to be effectiveor be reinstated, as the case may be, if at any time payment or other satisfaction of any of theObligations is rescinded or must otherwise be restored or returned upon the bankruptcy, insolvency,or reorganization of a Borrower, or otherwise, as though such payment had not been made or othersatisfaction occurred. No invalidity, irregularity or unenforceability of the Obligations byreason of applicable bankruptcy laws or any other similar law, or by reason of any law or order ofany government or agency thereof purporting to reduce, amend or otherwise affect the Obligations,shall impair, affect, be a defense to or claim against the obligations of any Subsidiary Guarantorunder this Subsidiary Guaranty.     9. Freedom of Lender to Deal with Borrowers and Other Parties. The AdministrativeAgent and each Lender shall be at liberty, without giving notice to or obtaining the assent of anySubsidiary Guarantor and without relieving any Subsidiary Guarantor of any liability hereunder, todeal with the Borrowers and with each other party who now is or after the date hereof becomesliable in any manner for any of the Obligations, in such manner as the Administrative Agent or suchLender in its sole discretion deems fit, and to this end each Subsidiary Guarantor gives to theAdministrative Agent and each Lender full authority in its sole discretion to do any or all of thefollowing things: (a) extend credit, make loans and afford other financial accommodations to theBorrowers at such times, in such amounts and on such terms as
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the Administrative Agent or such Lender may approve, (b) vary the terms and grant extensions of any present or future indebtednessor obligation of the Borrowers or of any other party to the Administrative Agent or such Lender, (c) grant time, waivers and otherindulgences in respect thereto, (d) vary, exchange, release or discharge, wholly or partially, ordelay in or abstain from perfecting and enforcing any security or guaranty or other means ofobtaining payment of any of the Obligations which the Administrative Agent or any Lender now has ormay acquire after the date hereof, (e) accept partial payments from the Borrowers or any such otherparty, (f) release or discharge, wholly or partially, any endorser or guarantor, and (g) compromiseor make any settlement or other arrangement with the Borrowers or any such other party.     10. Unenforceability of Obligations Against Borrowers; Invalidity of Security or OtherGuaranties. If for any reason a Borrower has no legal existence or is under no legalobligation to discharge any of the Obligations undertaken or purported to be undertaken by it or onits behalf, or if any of the moneys included in the Obligations have become irrecoverable from aBorrower by operation of law or for any other reason, this Subsidiary Guaranty shall neverthelessbe binding on each Subsidiary Guarantor to the same extent as if such Subsidiary Guarantor at alltimes had been the principal debtor on all such Obligations. This Subsidiary Guaranty shall be inaddition to any other guaranty or other security for the Obligations, and it shall not beprejudiced or rendered unenforceable by the invalidity of any such other guaranty or security.     11. Waivers by Subsidiary Guarantor. Each Subsidiary Guarantor waives notice ofacceptance hereof, notice of any action taken or omitted by the Administrative Agent or any Lenderin reliance hereon, and any requirement that the Administrative Agent or any Lender be diligent orprompt in making demands hereunder, giving notice of any default by the Borrowers or asserting anyother rights of the Administrative Agent or any Lender hereunder. Each Subsidiary Guarantor alsoirrevocably waives, to the fullest extent permitted by law, all defenses in the nature ofsuretyship that at any time may be available in respect of such Subsidiary Guarantor’s obligationshereunder by virtue of any statute of limitations, valuation, stay, moratorium law or other similarlaw now or hereafter in effect.     12. Restriction on Subrogation and Contribution Rights. Notwithstanding any otherprovision to the contrary contained herein or provided by applicable law, unless and until all ofthe Obligations have been indefeasibly paid in full in cash and satisfied in full, each SubsidiaryGuarantor hereby irrevocably defers and agrees not to enforce any and all rights it may have at anytime (whether arising directly or indirectly, by operation of law or by contract) to assert anyclaim against the Borrowers on account of payments made under this Subsidiary Guaranty, including,without limitation, any and all rights of or claim for subrogation, contribution, reimbursement,exoneration and indemnity, and further waives any benefit of and any right to participate in anycollateral which may be held by the Administrative Agent or any Lender or any affiliate of theAdministrative Agent or any Lender. In addition, each Subsidiary Guarantor will not claim anyset-off or counterclaim against the Borrowers in respect of any liability it may have to the
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Borrowers unless and until all of the Obligations have been indefeasibly paid in full in cash andsatisfied in full.     Subject to the foregoing and the indefeasible performance and payment in full of theObligations, each Subsidiary Guarantor acknowledges that all other Subsidiary Guarantors shall havecontribution rights against such Subsidiary Guarantor in accordance with applicable law and inaccordance with each such Person’s benefits received under the Credit Agreement and the Loans.     13. Demands. Any demand on or notice made or required to be given pursuant to thisSubsidiary Guaranty shall be in writing and shall be delivered in hand, mailed by United Statesregistered or certified first class mail, postage prepaid, return receipt requested, sent byovernight courier, or sent by telegraph, telecopy, telefax or telex and confirmed by delivery viacourier or postal service, addressed as follows:(a) if to the Subsidiary Guarantors, atc/o FelCor Lodging Trust Incorporated