Exhibit 10.34.1.2**AMENDMENT NO. 2 TO CREDIT AGREEMENT**     This AMENDMENT NO. 2 TO CREDIT AGREEMENT (this “***Amendment No. 2****”)*is made as of January 25,2006 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, as amended by Amendment No. 1 dated as of January 12,2006 (the “***Credit Agreement***”), pursuant to which the Lenders have agreed to make loans to theBorrowers 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. 2, 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 as follows:     (a) Section 4.1(h) of the Credit Agreement is amended by restating such section in itsentirety to read as follows:     ”(h) The Administrative Agent shall have received satisfactory evidence thatthe Borrower’s Term Credit Agreement dated as of October 18, 2005 among the FelCorPartnership and certain of its Subsidiaries, Citicorp North America, Inc., asadministrative agent and certain other parties shall be repaid in full andterminated with the proceeds of the initial Loans hereunder.”
 

 
     (b) Section 5.13(a) of the Credit Agreement is amended by restating the proviso in thefirst sentence of such section in its entirety as follows:     ”; provided that a wholly-owned Subsidiary that owns or ground-leases anUnencumbered Asset shall not be required to execute and deliver a SubsidiaryGuaranty so long as the aggregate book value of all Unencumbered Assets owned orground leased by wholly-owned Subsidiaries that are not Subsidiary Guarantors doesnot exceed 2% of Total Unencumbered Assets.”     **3.****Provisions Of General Application****.**     **3.1.****No Other Changes****.**Except as otherwise expressly provided or contemplatedby this Amendment No. 2, all of the terms, conditions and provisions of the CreditAgreement remain unaltered and in full force and effect. The Credit Agreement and thisAmendment No. 2 shall be read and construed as one agreement.     **3.2.****Governing Law****.**THIS AMENDMENT NO. 2 SHALL BE CONSTRUED INACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK.     **3.3.****Assignment****.**This Amendment No. 2 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. 2 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. 2, 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. 2****.**This Amendment No. 2 shall become effectiveon (the “***Effective Date***”) the date of execution anddelivery to the Administrative Agent by each of the Required Lenders, the Borrowers, and theAdministrative Agent of this Amendment No. 2.*[Remainder of page left blank intentionally]*
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     IN WITNESS WHEREOF, the undersigned have duly executed and delivered this Amendment No. 2 asof the date first set forth above.     **BORROWERS**:            FELCOR LODGING TRUST INCORPORATED