exv10w33w2






Exhibit 10.33.2




PROMISSORY NOTE




			
	$212,000,000.00
	 	[                    ], 20[                    ]






          THIS PROMISSORY NOTE (this “Note”), is made on [                    ], 20[                    ], by FELCOR/CMB BUCKHEAD
HOTEL, L.L.C., FELCOR/CMB MARLBOROUGH HOTEL, L.L.C., FELCOR S-4 HOTELS (SPE), L.L.C., DJONT/CMB
BUCKHEAD LEASING, L.L.C., DJONT/CMB FCOAM, L.L.C., DJONT/CMB CORPUS LEASING, L.L.C., DJONT/CMB
ORSOUTH LEASING, L.L.C., DJONT/CMB SSF LEASING, L.L.C., and FELCOR S-4 LEASING (SPE), L.L.C., each
a Delaware limited liability company, FELCOR/CMB ORSOUTH HOLDINGS, L.P., FELCOR/CMB CORPUS
HOLDINGS, L.P., and FELCOR/CMB SSF HOLDINGS, L.P., each a Delaware limited partnership, each having
an address c/o FelCor Lodging Trust Incorporated, 545 E. John Carpenter Freeway, Suite 1300,
Irving, Texas 75062 (individually and collectively, “Maker”), as maker, in favor of [FORTRESS
CREDIT CORP., a Delaware corporation] (herein, in such capacity, together with any subsequent
holder hereof, called the “Payee”), having an address at [c/o Drawbridge Special Opportunities Fund
LP, 1345 Avenue of the Americas, 46th Floor, New York, New York 10105], for the account of its
applicable lending office, as payee.




          FOR VALUE RECEIVED, Maker promises to pay to the order of Payee, the principal sum of [TWO
HUNDRED TWELVE MILLION and No/100 DOLLARS ($212,000,000.00)] (the “Principal Balance”), in lawful
money of the United States of America, with interest on the unpaid principal balance from time to
time outstanding to be computed in the manner, at the times and, subject to the provisions of
Article II of the Loan Agreement (as hereinafter defined), at the Applicable Interest Rate provided
in that certain Credit Agreement, dated as of May 3, 2010, by and among Maker, FCH/SH Leasing II,
L.L.C., Fortress Credit Corp., in its capacity as Administrative Agent (in such capacity,
"Administrative Agent”) and Fortress Credit Corp., in its capacity as the initial Lender, and
certain other Persons, collectively, as lenders (collectively, the “Lenders”), as modified by that
certain Letter Agreement dated as of May 3, 2010, by and among Borrower, Fortress Credit Corp., in
its capacity as Administrative Agent, and Fortress Credit Corp., in its capacity as the initial
Lender, and FelCor Lodging Limited Partnership (as so amended, and as the same may be further
amended, modified, restated, consolidated, replaced or supplemented from time to time, the “Loan
Agreement”). Capitalized terms used but not defined herein shall have the respective meanings
given such terms in the Loan Agreement.




     1. Payment Terms. Maker shall pay to Payee the monthly interest on the unpaid
Principal Balance in the manner and at the times specified in Article II of the Loan Agreement,
which payments shall be applied in accordance with said Article II. Maker shall also pay to Payee
interest at the Default Rate, and all other amounts due and payable as and when provided for in the
Loan Agreement. The balance of the Principal Balance, together with all accrued and unpaid interest
thereon, and all other amounts payable to Payee hereunder, under the Loan Agreement and under the
other Loan Documents shall be due and payable on the Maturity Date. All payments of principal and
interest shall be made in lawful money of the United States of



 









 




America in immediately available funds at the applicable office of the Administrative Agent
for payments specified in the Loan Agreement.




     2. Loan Documents. This Note is evidence of all or a portion of that certain loan
made by Lenders to Maker on May 3, 2010, and is executed pursuant to the terms and conditions of
the Loan Agreement. This Note is secured by and entitled to the benefits of, among other things,
certain mortgages, deeds of trust and deeds to secure debt which encumber Maker’s interest in the
Collateral Properties, and the other Loan Documents. Reference is made to the Loan Agreement and
other Loan Documents for a description of the nature and extent of the security afforded thereby,
the rights of the holder hereof in respect of such security, the terms and conditions upon which
this Note is secured and the rights and duties of the holder of this Note. All of the agreements,
conditions, covenants, provisions and stipulations contained in the Loan Documents to be kept and
performed by Maker are by this reference hereby made part of this Note to the same extent and with
the same force and effect as if they were fully set forth in this Note, and Maker covenants and
agrees to keep and perform the same, or cause the same to be kept and performed, in accordance with
their terms.



     3. Loan Acceleration; Prepayment. The unpaid Principal Balance, and all other
Obligations, shall, without notice, become immediately due and payable at the option of Payee upon
the happening of any Event of Default, after any applicable notice and cure periods, as provided in
the Loan Agreement. This Note may not be prepaid except as otherwise expressly provided in, and
subject to the terms and conditions of, the Loan Agreement.



     4. Revival. To the extent that Maker makes a payment or Payee receives any payment or
proceeds for Maker’s benefit, which are subsequently invalidated, declared to be fraudulent or
preferential, set aside or required to be repaid to a trustee, debtor in possession, receiver,
custodian or any other party under the Debtor Relief Laws or any other bankruptcy law, common law
or equitable cause, then, to such extent, the obligations of Maker hereunder intended to be
satisfied shall be revived and continue as if such payment or proceeds had not been received by
Payee.



     5. Amendments. 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 Maker or Payee, 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. Whenever used, the
singular number shall include the plural, the plural the singular, and the words “Payee” and
"Maker” shall include their respective successors, assigns, heirs, executors and administrators.



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     6. Waiver. Maker and all others who may become liable for the payment of all or any
part of the Obligations do hereby severally waive presentment and demand for payment, notice of
dishonor, protest, notice of protest, notice of nonpayment, notice of intent to accelerate the
maturity hereof and of acceleration except as otherwise expressly provided in the Loan Documents.
No release of any security for the Obligations or any Person liable for payment of the Obligations,
no extension of time for payment of this Note or any installment hereof, and no alteration,
amendment or waiver of any provision of the Loan Documents made by agreement between Payee and any
other person or party shall release, modify, amend, waive, extend, change, discharge, terminate or
affect the liability of Maker, and any other Person or party who may become liable under the Loan
Documents, for the payment of all or any part of the Obligations.



     In addition, by initialing below, DJONT/CMB SSF LEASING, L.L.C., a Delaware limited liability
company, and FELCOR/CMB SSF HOLDINGS, L.P., a Delaware limited partnership, waive any right under
California Civil Code §2954.10 or otherwise to prepay the Obligations, in whole or in part, without
a prepayment charge, fee, or penalty. DJONT/CMB SSF LEASING, L.L.C. and FELCOR/CMB SSF HOLDINGS,
L.P. acknowledge that prepayment of the Obligations (whether voluntary or involuntary) may result
in Payees’ incurring additional losses, costs, expenses, and liabilities, including, but not
limited to, lost revenue and lost profits. DJONT/CMB SSF LEASING, L.L.C. and FELCOR/CMB SSF
HOLDINGS, L.P. therefore agree to pay any prepayment charges on the terms and conditions provided
herein or in the Loan Agreement, including, without limitation, upon any Event of Default
attributable to the transfer or conveyance of any right, title, or interest in the Property.



     DJONT/CMB SSF LEASING, L.L.C. and FELCOR/CMB SSF HOLDINGS, L.P. AGREE THAT LENDERS’
WILLINGNESS TO MAKE THE LOAN AT THE INTEREST RATE AND FOR THE TERM SET FORTH IN THIS NOTE IS
ADEQUATE CONSIDERATION, GIVEN INDIVIDUAL WEIGHT BY DJONT/CMB SSF LEASING, L.L.C., FOR THIS WAIVER
AND AGREEMENT.



	 	 	 	 	 	 	 
	 
	 

	 	 

DJONT/CMB SSF LEASING, L.L.C.
	 	 

FELCOR/CMB SSF HOLDINGS, L.P.
	 	 






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     7. Exculpation. It is expressly agreed that recourse against Maker for failure to
perform and observe its obligations contained in this Note shall be limited as and to the extent
provided in Section 12.9 of the Loan Agreement.



     8. Notices. All notices or other communications required or permitted to be given
pursuant hereto shall be given in the manner specified in Section 12.2 of the Loan Agreement
directed to the parties at their respective addresses as provided therein.



     9. Joint and Several. If more than one Person constitutes Maker, each Person
constituting Maker hereunder shall have joint and several liability for the obligations of Maker
hereunder.



     10. Governing Law. THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH
THE LAWS OF THE STATE OF NEW YORK (WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAWS EXCEPT THAT IT
IS THE INTENT OF MAKER THAT THE PROVISIONS OF SECTION 5-1401 OF THE GENERAL OBLIGATIONS LAW OF THE
STATE OF NEW YORK SHALL APPLY TO THIS NOTE) AND THE APPLICABLE LAWS OF THE UNITED STATES OF
AMERICA, WHICH LAWS OF THE UNITED STATES OF AMERICA SHALL, TO THE EXTENT THE SAME PREEMPT SUCH
STATE LAWS, GOVERN AND BE CONTROLLING.



     11. Interest Rate Limitation. Notwithstanding anything to the contrary contained in
this Note or any other Loan Document, the interest paid or agreed to be paid under this Note shall
not exceed the maximum rate of non-usurious interest permitted by applicable Law (the “Maximum
Rate”). If Payee shall receive interest in an amount that exceeds the Maximum Rate, the excess
interest shall be applied to the principal of the Loan or, if it exceeds such unpaid principal,
refunded to Maker. In determining whether the interest contracted for, charged, or received by
Payee exceeds the Maximum Rate, such Person may, to the extent permitted by applicable Law, (a)
characterize any payment that is not principal as an expense, fee, or premium rather than interest,
(b) exclude voluntary prepayments and the effects thereof, and (c) amortize, prorate, allocate, and
spread in equal or unequal parts the total amount of interest throughout the contemplated term of
the Obligations hereunder.



     12. Severability. If any provision of this Note or the other Loan Documents is held
to be illegal, invalid or unenforceable, (a) the legality, validity and enforceability of the
remaining provisions of this Note and the other Loan Documents shall not be affected or impaired
thereby and (b) the parties shall endeavor in good faith negotiations to replace the illegal,
invalid or unenforceable provisions with valid provisions the economic effect of which comes as
close as possible to that of the illegal, invalid or unenforceable provisions. The invalidity of a
provision in a particular jurisdiction shall not invalidate or render unenforceable such provision
in any other jurisdiction.



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THIS NOTE WAS EXECUTED OUTSIDE OF THE STATE OF FLORIDA. DOCUMENTARY STAMP TAXES WERE PAID UPON THE
RECORDING OF THOSE CERTAIN FEE, LEASEHOLD AND SUBLEASEHOLD MORTGAGES, FIXTURE FILINGS AND SECURITY
AGREEMENTS RECORDED ON OR ABOUT THE DATE HEREOF IN THE PUBLIC RECORDS OF BROWARD COUNTY, FLORIDA
AND ORANGE COUNTY, FLORIDA.




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     IN WITNESS WHEREOF, Maker has executed this Note as of the date first written above.







	 	 	 

	Signed, sealed and delivered
	 	 
	in presence of:
	 	 
	 
	 	 
	 
	 	 
	 
	 	 
	 

Name:

	 	 
	 
	 	 
	Signed, sealed and delivered
	 	 
	in presence of:
	 	 
	 
	 	 
	 
	 	 
	 
	 	 
	 

Name:

	 	 
	 
	 	 
	Signed, sealed and delivered
	 	 
	in presence of:
	 	 
	 
	 	 
	 
	 	 
	 
	 	 
	 

Name:

	 	 
	 
	 	 
	Signed, sealed and delivered
	 	 
	in presence of:
	 	 
	 
	 	 
	 
	 	 
	 
	 	 
	 

Name:

	 	 
	 
	 	 
	Signed, sealed and delivered
	 	 
	in presence of:
	 	 
	 
	 	 
	 
	 	 
	 
	 	 
	 

Name:

	 	 









	 	 	 	 	 

	MAKER:



FELCOR/CMB BUCKHEAD HOTEL, L.L.C.
	 
	 	 	 	 
	By:
	 	 	 	 
	

	 	 
Name:
	 	 
	
	 	Title: 	 	 
	 
	 	 	 	 
	FELCOR/CMB MARLBOROUGH
HOTEL, L.L.C.
	 
	 	 	 	 
	By:
	 	 	 	 
	

	 	 
Name:
	 	 
	
	 	Title: 	 	 






	 	 	 	 	 	 	 	 	 

	FELCOR/CMB CORPUS HOLDINGS, L.P.	 	 
	 
	 	 	 	 	 	 	 	 
	By:	 	 	 	FelCor/CMB Corpus Hotel, L.L.C.,	 	 
	 	 	 	 	its general partner	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	By:	 	 	 	 
	 

	 	 	 	
	 	 
Name:
	 	 
	 

	 	 	 		 	Title:	 	 
	 
	 	 	 	 	 	 	 	 
	FELCOR/CMB ORSOUTH HOLDINGS, L.P.	 	 
	 
	 	 	 	 	 	 	 	 
	By:	 	 	 	FelCor/CMB Orsouth Hotel, L.L.C.,	 	 
	 	 	 	 	its general partner	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	By:	 	 	 	 
	 

	 	 	 	
	 	 
Name:
	 	 
	 

	 	 	 		 	Title:	 	 






	 	 	 	 	 

	FELCOR S-4 HOTELS (SPE), L.L.C.
	 
	By:
	 	 	 	 
	

	 	 
Name:
	 	 
	
	 	Title: 	 	 











 








 







	 	 	 

	Signed, sealed and delivered
	 	 
	in presence of:
	 	 
	 
	 	 
	 
	 	 
	 
	 	 
	 

Name:

	 	 
	 
	 	 
	Signed, sealed and delivered
	 	 
	in presence of:
	 	 
	 
	 	 
	 
	 	 
	 
	 	 
	 

Name:

	 	 
	 
	 	 
	Signed, sealed and delivered
	 	 
	in presence of:
	 	 
	 
	 	 
	 
	 	 
	 
	 	 
	 

Name:

	 	 
	 
	 	 
	Signed, sealed and delivered
	 	 
	in presence of:
	 	 
	 
	 	 
	 
	 	 
	 
	 	 
	 

Name:

	 	 
	 
	 	 
	Signed, sealed and delivered
	 	 
	in presence of:
	 	 
	 
	 	 
	 
	 	 
	 
	 	 
	 

Name:

	 	 
	 
	 	 
	Signed, sealed and delivered
	 	 
	in presence of:
	 	 
	 
	 	 
	 
	 	 
	 
	 	 
	 

Name:

	 	 
	 
	 	 
	Signed, sealed and delivered
	 	 
	in presence of:
	 	 
	 
	 	 
	 
	 	 
	 
	 	 
	 

Name:

	 	 









	 	 	 	 	 

	DJONT/CMB BUCKHEAD LEASING, L.L.C.
	 
	 	 	 	 
	By:
	 	 	 	 
	

	 	 
Name:
	 	 
	
	 	Title:	 	 
	 
	 	 	 	 
	 
	 	 	 	 
	DJONT/CMB FCOAM, L.L.C.
	 
	 	 	 	 
	By:
	 	 	 	 
	

	 	 
Name:
	 	 
	
	 	Title:	 	 
	 
	 	 	 	 
	 
	 	 	 	 
	DJONT/CMB CORPUS LEASING, L.L.C.
	 
	 	 	 	 
	By:
	 	 	 	 
	

	 	 
Name:
	 	 
	
	 	Title:	 	 
	 
	 	 	 	 
	 
	 	 	 	 
	DJONT/CMB ORSOUTH LEASING, L.L.C.
	 
	 	 	 	 
	By:
	 	 	 	 
	

	 	 
Name:
	 	 
	
	 	Title:	 	 
	 
	 	 	 	 
	 
	 	 	 	 
	DJONT/CMB SSF LEASING, L.L.C.
	 
	 	 	 	 
	By:
	 	 	 	 
	

	 	 
Name:
	 	 
	
	 	Title:	 	 
	 
	 	 	 	 
	 
	 	 	 	 
	FELCOR S-4 LEASING (SPE), L.L.C.
	 
	 	 	 	 
	By:
	 	 	 	 
	

	 	 
Name:
	 	 
	
	 	Title:	 	 
	 
	 	 	 	 
	 
	 	 	 	 
	FELCOR/CMB SSF HOLDINGS, L.P.

	 
	 	 	 	 
	By:

	 	FelCor/CMB SSF Hotel, L.L.C.,
	 

	 	its general partner	 	 











	 	 	 	 	 

	 

	 	By:	 	 	 	 
	 

	 	
	 	 
Name:
	 	 
	 

	 	 	 	Title: