exv10w29w3



 





Exhibit 10.29.3



This Second Amended and Restated Promissory Note (the “Note”) is a “renewal note” as defined in
Section 201.09 of the Florida Statutes, which Note renews, amends and restates that certain
Promissory Note executed by WSRH VSP L.P. (“Prior Owner”) in favor of Column Financial, Inc.
(“Column”) dated June 23, 2005, in the original principal amount of Forty-Seven Million and No/100
Dollars ($47,000,000) (“Column Note”), as subsequently assigned by Column to Wells Fargo Bank,
N.A., as Trustee for the Credit Suisse First Boston Mortgage Securities Corp., Commercial Mortgage
Pass-Through Certificates, Series 2005-TFL2 (“Wells Fargo”) as thereafter assigned to Lender
(defined hereinbelow); which Column Note was amended, restated, and renewed in its entirety by that
certain Amended and Restated Promissory Note dated April 9, 2007 in the original principal amount
of Eighty-Nine Million Two Hundred Fifty Thousand and no/100 Dollars ($89,250,000.00) (“Original
Note”).



The Florida documentary stamp tax under F.S. §201 was paid in full on the $47,000,000 Column Note
at the time of recording that certain Leasehold Mortgage and Security Agreement dated June 23, 2005
recorded at O.R. Book 14420, Page 568 of the Public Records of Pinellas County, Florida (the
“Column Mortgage”), and said tax was also paid in full on the sum of $42,250,000 (the difference
between the $47,000,000 indebtedness under the Column Note and the $89,250,000 indebtedness under
Original Note) for the increased indebtedness represented by the Original Note, at the time of
recording that certain Amended and Restated Leasehold Mortgage and Security Agreement dated April
9, 2007 recorded at O.R. Book 15735, Page 1851 of the Public Records of Pinellas County, Florida
(“First A/R Mortgage”).



On even date herewith, Borrower hereunder has assumed Prior Owner’s obligations under the Original
Note, the outstanding principal balance of which is $89,250,000. In connection therewith, Borrower
has executed an Assumption Agreement, and Florida documentary stamp taxes in the amount of $312,375
are being paid at the time of the recording, on or about the date hereof, of a Memorandum of
Assumption Agreement in the public records of Pinellas County, Florida, memorializing the
assumption of the Original Note and First A/R Mortgage. Therefore, no additional documentary stamp
taxes are due hereon.




PRELIMINARY STATEMENTS:





	 	A.	 	A certain loan was made to WSRH VSP, L.P., a Delaware limited partnership
(“Prior Owner”) by Lender in the original aggregate principal amount of EIGHTY NINE
MILLION TWO HUNDRED FIFTY THOUSAND and NO/100 DOLLARS ($89,250,000.00) the repayment
of which is evidenced by that certain promissory note described on Schedule 1
attached hereto and made a part hereof (the “Original Note”).
	 
	 	B.	 	The Original Note is secured by, inter alia, Leasehold Mortgage and Security
Agreement dated June 23, 2005 and recorded June 30, 2005 in Official Records Book
14420, Page 568 of the Public Records of Pinellas County, Florida, as assigned by
Assignment of Leasehold Mortgage and Security Agreement dated April 9, 2007and recorded
in Official Records Book 15736, Page 1827 of the Public Records of Pinellas County,
Florida, as further assigned by Assignment of Leasehold Mortgage and Security Agreement
dated April 9, 2007 and recorded in Official Records Book 15735, Page 1829 of the
Public Records of Pinellas County, Florida, and as amended and restated in its entirety
by that certain Amended and Restated Leasehold Mortgage and Security Agreement dated
April 9, 2007 and recorded in Official Records Book 15735, Page 1851 of the Public
Records of Pinellas County, Florida (the “Original Mortgage”), encumbering that
certain




 









 






	 	 	 	Land (as defined in the Mortgage) and other Property (as defined in the Mortgage).






	 	D.	 	The Original Note is being renewed, amended and restated in its entirety
hereby.
	 
	 	E.	 	State of Florida Documentary Stamp Tax and Nonrecurring Intangible Tax were
paid on the Original Note.
	 
	 	F.	 	The Original Mortgage is concurrently being amended and restated in its
entirety pursuant to the terms of that certain Second Amended and Restated Leasehold
Mortgage, Security Agreement and Fixture Filing of even date herewith executed and
delivered by Borrower in favor of Lender (the “Mortgage”).





               NOW, THEREFORE, in consideration of the premises and other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, Borrower and Lender agree that the
Original Note is hereby renewed, amended and restated in its entirety as follows:



SECOND AMENDED AND RESTATED PROMISSORY NOTE




			
	 	 	 
	$89,250,000.00
	 	Chicago, Illinois

December 13, 2007






               FOR VALUE RECEIVED FELCOR ST. PETE (SPE), L.L.C., a Delaware limited liability company, having
its principal place of business at c/o FelCor Lodging Trust Incorporated, 545 E. John Carpenter
Freeway, Suite 1300, Irving, Texas 75062 (“Hotel Owner”) and FELCOR ST. PETE LEASING (SPE), L.L.C.,
a Delaware limited liability company, having its principal place of business at c/o FelCor Lodging
Trust Incorporated, 545 E. John Carpenter Freeway, Suite 1300, Irving, Texas 75062 (“Hotel
Operator”; Hotel Owner and Hotel Operator, individually and collectively, as the context requires,
with such determination to be made by Lender in its sole discretion, are referred to herein as
“Borrower”), hereby unconditionally promises to pay to the order of GREENWICH CAPITAL FINANCIAL
PRODUCTS, INC., a Delaware corporation, as lender, having an address at 600 Steamboat Road,
Greenwich, CT 06830 (“Lender”), or at such other place as the holder hereof may from time to time
designate in writing, the principal sum of EIGHTY NINE MILLION TWO HUNDRED FIFTY THOUSAND and
NO/100 DOLLARS ($89,250,000.00), in lawful money of the United States of America with interest
thereon to be computed from the date of this Note at the Applicable Interest Rate, and to be paid
in accordance with the terms of this Note and that certain Second Amended and Restated Loan
Agreement, dated the date hereof, between Borrower and Lender (as the same may be further amended,
restated, replaced, supplemented or otherwise modified from time to time, the “Loan Agreement”).
All capitalized terms not defined herein shall have the respective meanings set forth in the Loan
Agreement.



ARTICLE 1: PAYMENT TERMS




               Borrower agrees to pay the principal sum of this Note and interest on the unpaid principal
sum of this Note from time to time outstanding at the rates and at the times specified in
Article 2 of the Loan Agreement and the outstanding balance of the principal sum of this Note
and all accrued and unpaid interest thereon shall be due and payable on the Maturity Date.



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ARTICLE 2: DEFAULT AND ACCELERATION




               The Debt shall without notice become immediately due and payable at the option of Lender if
any payment required in this Note is not paid on or prior to the date when due (beyond the
expiration of any applicable grace periods) or if not paid on the Maturity Date or on the happening
and continuance of any other Event of Default.



ARTICLE 3: LOAN DOCUMENTS




               This Note is secured by the Mortgage and the other Loan Documents. All of the terms,
covenants and conditions contained in the Loan Agreement, the Mortgage and the other Loan Documents
are hereby made part of this Note to the same extent and with the same force as if they were fully
set forth herein. In the event of a conflict or inconsistency between the terms of this Note and
the Loan Agreement, the terms and provisions of the Loan Agreement shall govern.



ARTICLE 4: SAVINGS CLAUSE




               Notwithstanding anything to the contrary, (a) all agreements and communications between
Borrower and Lender are hereby and shall automatically be limited so that, after taking into
account all amounts deemed interest, the interest contracted for, charged or received by Lender
shall never exceed the Maximum Legal Rate, (b) in calculating whether any interest exceeds the
Maximum Legal Rate, all such interest shall be amortized, prorated, allocated and spread over the
full amount and term of all principal indebtedness of Borrower to Lender and (c) if through any
contingency or event Lender receives or is deemed to receive interest in excess of the Maximum
Legal Rate, any such excess shall be deemed to have been applied toward payment of the principal of
any and all then outstanding indebtedness of Borrower to Lender, or if there is no such
indebtedness, shall be immediately returned to Borrower.



ARTICLE 5: NO ORAL CHANGE




               This Note may not be modified, amended, waived, extended, changed, discharged or terminated
orally or by any act or failure to act on the part of Borrower or Lender, but only by an agreement
in writing signed by the party against whom enforcement of any modification, amendment, waiver,
extension, change, discharge or termination is sought.



ARTICLE 6: WAIVERS




               Borrower and all others who may become liable for the payment of all or any part of the Debt
do hereby severally waive presentment and demand for payment, notice of dishonor, notice of
intention to accelerate, notice of acceleration, protest and notice of protest and nonpayment and,
except as expressly provided in the Loan Documents, all other notices of any kind. No release of
any security for the Debt or extension of time for payment of this Note or any installment hereof,
and no alteration, amendment or waiver of any provision of this Note, the Loan Agreement or the
other Loan Documents made by agreement between Lender or any other Person shall release, modify,
amend, waive, extend, change, discharge, terminate or affect the liability of Borrower, and any
other Person who may become liable for the payment of all or any



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part of the Debt, under this Note, the Loan Agreement or the other Loan Documents. No notice
to or demand on Borrower shall be deemed to be a waiver of the obligation of Borrower or of the
right of Lender to take further action without further notice or demand as provided for in this
Note, the Loan Agreement or the other Loan Documents. If Borrower is a partnership, the agreements
herein contained shall remain in force and be applicable, notwithstanding any changes in the
individuals or entities comprising the partnership, and the term “Borrower,” as used herein, shall
include any alternate or successor partnership, but any predecessor partnership and their partners
shall not thereby be released from any liability. If Borrower is a corporation, the agreements
contained herein shall remain in full force and be applicable notwithstanding any changes in the
shareholders comprising, or the officers and directors relating to, the corporation, and the term
“Borrower” as used herein, shall include any alternative or successor corporation, but any
predecessor corporation shall not be relieved of liability hereunder. If any Borrower is a limited
liability company, the agreements herein contained shall remain in force and be applicable,
notwithstanding any changes in the members comprising the limited liability company, and the term
“Borrower” as used herein, shall include any alternate or successor limited liability company, but
any predecessor limited liability company and their members shall not thereby be released from any
liability. Nothing in the foregoing three sentences shall be construed as a consent to, or a
waiver of, any prohibition or restriction on transfers of interests in such partnership,
corporation or limited liability company, as applicable, which may be set forth in the Loan
Agreement or any other Loan Document.



ARTICLE 7: TRANSFER




               Upon the transfer of this Note, Borrower hereby waiving notice of any such transfer, Lender
may deliver all the collateral mortgaged, granted, pledged or assigned pursuant to the Loan
Documents, or any part thereof, to the transferee who shall thereupon become vested with all the
rights herein or under applicable law given to Lender with respect thereto, and Lender shall
thereafter forever be relieved and fully discharged from any liability or responsibility in the
matter; but Lender shall retain all rights hereby given to it with respect to any liabilities and
the collateral not so transferred. Notwithstanding the foregoing, Lender shall endeavor in good
faith (without liability for the failure to do so) to provide Borrower with notification of any
change in the Person servicing the Loan; provided, however, it shall not constitute a default or
Event of Default hereunder if due to such failure Borrower sends any payments required to be made
hereunder to Lender or any predecessor Person servicing the Loan.



ARTICLE 8: EXCULPATION




               The provisions of Section 9.4 of the Loan Agreement are hereby incorporated by reference into
this Note to the same extent and with the same force as if fully set forth herein.



ARTICLE 9: GOVERNING LAW




               Governing Law. (A) THE PARTIES HEREBY AGREE AND IRREVOCABLY ELECT THAT, IN ALL
RESPECTS, INCLUDING, WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, MATTERS OF CONSTRUCTION,
VALIDITY AND PERFORMANCE, THIS NOTE AND THE



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OBLIGATIONS ARISING HEREUNDER SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS
OF THE STATE OF NEW YORK APPLICABLE TO CONTRACTS MADE AND PERFORMED IN SUCH STATE (WITHOUT REGARD
TO PRINCIPLES OF CONFLICTS OF LAWS) AND ANY APPLICABLE LAW OF THE UNITED STATES OF AMERICA. TO THE
FULLEST EXTENT PERMITTED BY LAW, BORROWER HEREBY UNCONDITIONALLY AND IRREVOCABLY WAIVES ANY CLAIM
TO ASSERT THAT THE LAW OF ANY OTHER JURISDICTION GOVERNS THIS NOTE AND THIS NOTE SHALL BE GOVERNED
BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK PURSUANT TO SECTION 5-1401 OF
THE NEW YORK GENERAL OBLIGATIONS LAW.



               (B) ANY LEGAL SUIT, ACTION OR PROCEEDING AGAINST LENDER OR BORROWER ARISING OUT OF OR RELATING
TO THIS NOTE MAY AT LENDER’S OPTION BE INSTITUTED IN ANY FEDERAL OR STATE COURT IN THE CITY OF NEW
YORK, COUNTY OF NEW YORK, PURSUANT TO SECTION 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW AND
BORROWER WAIVES ANY OBJECTIONS WHICH IT MAY NOW OR HEREAFTER HAVE BASED ON VENUE AND/OR FORUM NON
CONVENIENS OF ANY SUCH SUIT, ACTION OR PROCEEDING, AND BORROWER HEREBY IRREVOCABLY SUBMITS TO THE
JURISDICTION OF ANY SUCH COURT IN ANY SUIT, ACTION OR PROCEEDING. BORROWER DOES HEREBY DESIGNATE
AND APPOINT:


CT CORPORATION SYSTEM

111 EIGHTH AVENUE, 13th FLOOR

NEW YORK, NEW YORK 10011




               AS ITS AUTHORIZED AGENT TO ACCEPT AND ACKNOWLEDGE ON ITS BEHALF SERVICE OF ANY AND ALL PROCESS
WHICH MAY BE SERVED IN ANY SUCH SUIT, ACTION OR PROCEEDING IN ANY FEDERAL OR STATE COURT IN NEW
YORK, NEW YORK, AND AGREES THAT SERVICE OF PROCESS UPON SAID AGENT AT SAID ADDRESS AND NOTICE OF
SAID SERVICE MAILED OR DELIVERED TO BORROWER IN THE MANNER PROVIDED HEREIN SHALL BE DEEMED IN EVERY
RESPECT EFFECTIVE SERVICE OF PROCESS UPON BORROWER IN ANY SUCH SUIT, ACTION OR PROCEEDING IN THE
STATE OF NEW YORK. BORROWER (I) SHALL GIVE PROMPT NOTICE TO LENDER OF ANY CHANGED ADDRESS OF ITS
AUTHORIZED AGENT HEREUNDER, (II) MAY AT ANY TIME AND FROM TIME TO TIME DESIGNATE A SUBSTITUTE
AUTHORIZED AGENT WITH AN OFFICE IN NEW YORK, NEW YORK (WHICH SUBSTITUTE AGENT AND OFFICE SHALL BE
DESIGNATED AS THE PERSON AND ADDRESS FOR SERVICE OF PROCESS), AND (III) SHALL PROMPTLY DESIGNATE
SUCH A SUBSTITUTE IF ITS AUTHORIZED AGENT CEASES TO HAVE AN OFFICE IN NEW YORK, NEW YORK OR IS
DISSOLVED WITHOUT LEAVING A SUCCESSOR.



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ARTICLE 10: NOTICES




               All notices or other written communications hereunder shall be delivered in accordance with
Section 10.6 of the Loan Agreement.



[NO FURTHER TEXT ON THIS PAGE]




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               IN WITNESS WHEREOF, Borrower has duly executed this Note as of the day and year first above
written.



	 	 	 	 	 
	BORROWER:	 	 
	 
	 	 	 	 
	FELCOR ST. PETE (SPE), L.L.C.,

a Delaware limited liability company	 	 
	 
	 	 	 	 
	By: 

Name:

	 	/s/ Charles N. Nye
 

Charles N. Nye
	 	 
	Title:

	 	Vice President	 	 
	 
	 	 	 	 
	FELCOR ST. PETE LEASING (SPE), L.L.C.,

a Delaware limited liability company	 	 
	 
	 	 	 	 
	By: 

Name:

	 	/s/ Charles N. Nye
 

Charles N. Nye
	 	 
	Title:

	 	Vice President	 	 






 









 






SCHEDULE 1




Original Note





	1.	 	That certain Promissory Note dated June 23, 2005, in the original aggregate principal amount
of FORTY SEVEN MILLION AND No/100 DOLLARS ($47,000,000.00) (“Column Note”) made by Prior Owner
in favor of Column Financial, Inc., a Delaware corporation, as thereafter assigned to WELLS
FARGO BANK, N.A., AS TRUSTEE FOR THE CREDIT SUISSE FIRST BOSTON MORTGAGE SECURITIES CORP.,
COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2005-TFL2 as thereafter assigned to
Lender by pursuant to that certain allonge in favor of Lender dated as of April 9, 2007 and
amended, restated and renewed in its entirety by that certain Amended and Restated Promissory
Note dated April 9, 2007, in the original aggregate principal amount of EIGHTY NINE MILLION
TWO HUNDRED FIFTY THOUSAND and NO/100 DOLLARS ($89,250,000.00) by Prior Owner in favor of
Lender. Prior to April 9, 2007, the Column Note was lost. Accordingly, a lost note affidavit
has been obtained in connection with the Column Note verifying said status thereof. Said lost
note affidavit respecting the Column Note was attached to the Original Note.