exv10w3



 





Exhibit 10.3




AMENDMENT NO. 4 TO CREDIT AGREEMENT




     This
AMENDMENT NO. 4 TO CREDIT AGREEMENT (this “Amendment No. 4 ”) is made as of October 26,
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. 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 Credit
Agreement, dated as of December 12, 2005, as amended by Amendment No. 1 to Credit Agreement, dated
as of January 12, 2006, Amendment No. 2 to Credit Agreement, dated as of January 25, 2005, and
Amendment No. 3 to Credit Agreement dated as of March 31, 2006 (as so amended, the “Credit
Agreement”), pursuant to which the Lenders have 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 Credit
Agreement, and the Lenders party hereto are willing to so amend certain provisions of the Credit
Agreement on the terms and conditions set forth herein.



     NOW, THEREFORE, in consideration of the foregoing premises, and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, and fully intending to
be legally bound by this Amendment No. 4, the parties hereto agree as follows:



     1. Definitions. Capitalized terms used herein without definition shall have the
meanings assigned to such terms in the Credit Agreement.



     2. Amendment to the Credit Agreement. As of the Effective Date (as defined in Section
4 hereof), the Credit Agreement is hereby amended as follows:




     2.1. The definition of “Loan Documents” set forth in Section 1.1 of the Credit
Agreement is amended by inserting the words “, including without limitation the Collateral
Documents (as defined in SECTION 6.2(f))” at the end of such definition immediately after
the word “thereto”.




     2.2. The definition of “Secured Indebtedness” set forth in Section 1.1 of the Credit
Agreement is restated in its entirety to read as follows:




     ”‘Secured Indebtedness’ means Indebtedness of a Borrower or any
Subsidiary secured by a Lien, other than the Liens described in SECTION 6.2(f).”




     2.3. The definition of “Unencumbered Assets” set forth in Section 1.1 of the Credit
Agreement is amended by restating clause (3) thereof in its entirety to read as follows:
“(3) free of (and if owned by a Subsidiary or a Joint Venture, the Equity



 









 







Interests of such Subsidiary or Joint Venture are free of) all Liens and negative
pledges (other than those permitted by clauses (a) through (f) of SECTION 6.2)”.




     2.4. Section 3.3 of the Credit Agreement is amended by (a) inserting the words “and
except for filings or recordings that may be necessary to perfect, or maintain the
perfection of the security interests created by the Collateral Documents (as defined in
SECTION 6.2(f))” at the end of subclause (a) of such Section 3.3 immediately after the word
“effect” on the third line, and (b) inserting the words “except for those Liens created by
the Collateral Documents” at the end of subclause (d) of such Section 3.3 immediately after
the word “Subsidiaries” on the tenth line.




     2.5. Section 3.13 of the Credit Agreement is amended by deleting the words “clauses (a)
through (e) of SECTION 6.2” on the eleventh line thereof and substituting the words “clauses
(a) through (f) of SECTION 6.2” in place thereof.




     2.6. Section 5.3 of the Credit Agreement is amended by deleting the words “SECTION
6.2(a)” in the fifth line thereof and substituting the words “SECTION 6.3(a)” in place
thereof.




     2.7. Section 6.2 of the Credit Agreement is amended by:




     (a) deleting the word “or” at the end of clause (e) thereof, and




     (b) replacing clause (f) thereof in its entirety with the following new clauses
(f) and (g):




     ”(f) Liens consisting of (i) the pledge by FelCor Trust or its
Subsidiary of its limited partner interest in FelCor Partnership, (ii) a
negative pledge on FelCor Trust’s general partner interest in FelCor
Partnership and on the Borrowers’ Equity Interests in the Subsidiaries, and
(iii) an option to purchase FelCor Trust’s general partner interest in
FelCor Partnership if the pledge on the limited partner interests in FelCor
Partnership is foreclosed or enforced (and not any real property or other
tangible personal property of the Borrowers or any Subsidiary); all of which
shall secure the Obligations, any or all of the Senior Unsecured Notes, and
the Senior Floating Rate Notes due 2011 to be issued on or about October 31,
2006 (the “New Floating Rate Notes”) on an equal and ratable basis pursuant
to the indenture governing the New Floating Rate Notes, and in accordance
with pledge agreements, option agreements and intercreditor arrangements
(collectively, the “Collateral Documents”) in form and substance
satisfactory to the Administrative Agent; provided that such pledge,
negative pledges and option shall no longer be required if the New Floating
Rate Notes are repaid in full or if the pledge of such collateral shall not
be required under the indenture governing the New Floating Rate Notes for
any other reason, and the Liens on such collateral securing the Obligations
shall be automatically released so long as all



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other creditors with Liens on such collateral have released or are
simultaneously releasing their respective Liens; or




     (g) Liens on assets securing Secured Indebtedness, so long as (i) the
incurrence of such Secured Indebtedness is not prohibited by Article VI and
(ii) if such Lien is on an Unencumbered Property (other than a Lien
permitted by SECTION 6.2(f)), the Borrowers comply with SECTION 5.9 and no
Default or Event of Default exists or would exist after giving effect
thereto.”




     2.8. Section 6.7 of the Credit is amended by restating clause (i) thereof in its
entirety to read as follows: “(i) containing any provision prohibiting or restricting the
creation or assumption of any Lien upon its properties (other than (a) mechanics Liens or
judgment liens more than 30 days past due, (b) with respect to prohibitions on Liens set
forth in a mortgage on a particular property and (c) restrictions on Liens set forth in the
indenture and/or related documents for the New Floating Rate Notes (as defined in SECTION
6.2(f)) which require that any collateral granted for the Obligations (other than
Obligations not in excess of $100,000,000) must equally and ratably secure the New Floating
Rate Notes and which prohibit Liens on the general partner interest in FelCor Partnership or
the Equity Interests of the Subsidiary Guarantors unless the New Floating Rate Notes are
equally and ratably secured by such Liens), revenues, or assets, whether now owned or
hereafter acquired”.



     3. Provisions of General Application.




     3.1. Representations and Warranties. The Borrowers hereby represent and warrant
as of the date hereof that (a) each of the representations and warranties of the Borrowers
contained in the Credit Agreement, the other Loan Documents or in any document or instrument
delivered pursuant to or in connection with the Credit Agreement or this Amendment No. 4 are
true as of the date as of which they were made and are true at and as of the date of this
Amendment No. 4 (except to the extent that such representations and warranties expressly
speak as of a different date), (b) no Default or Event of Default exists on the date hereof,
(c) the organizational documents of each of the Borrowers attached to the Secretary’s
Certificate dated as of January 27, 2006 remain in full force and effect and, except for
such certified copies of amendments or modifications to organizational documents provided to
the Administrative Agent and counsel thereto, such organizational documents have not been
amended, modified, annulled, rescinded or revoked since January 27, 2006, (d) the
organizational documents of each of the Subsidiary Guarantors attached to the Assistant
Secretary’s Certificates, each dated as of January 27, 2006, remain in full force and effect
and, except for such certified copies of amendments or modifications to organizational
documents provided to the Administrative Agent and counsel thereto, such organizational
documents have not been amended, modified, annulled, rescinded or revoked since January 27,
2006, and (e) this Amendment No. 4 has been duly authorized, executed and delivered by each
of the Borrowers and is in full force and effect as of the Effective Date, and the
agreements and obligations of each of the Borrowers contained herein constitute the legal,
valid and binding obligations of each of



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the Borrowers, enforceable against it in accordance with their respective terms, except
to the extent that the enforcement thereof or the availability of equitable remedies may be
limited by applicable bankruptcy, reorganization, insolvency, moratorium, fraudulent
transfer, fraudulent conveyance or similar laws now or hereafter in effect relating to or
affecting creditors, rights generally or by general principles of equity, or by the
discretion of any court in awarding equitable remedies, regardless of whether such
enforcement is considered in a preceding in equity or at law.




     3.2. No Other Changes. Except as otherwise expressly provided or contemplated
by this Amendment No. 4, all of the terms, conditions and provisions of the Credit Agreement
remain unaltered and in full force and effect. The Credit Agreement and this Amendment No.
4 shall be read and construed as one agreement.




     3.3. Governing Law. THIS AMENDMENT NO. 4 SHALL BE CONSTRUED IN ACCORDANCE
WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK.




     3.4. Assignment. This Amendment No. 4 shall be binding upon and inure to
the benefit of each of the parties hereto and their respective permitted successors and
assigns.




     3.5. Counterparts. This Amendment No. 4 may be executed in any number of
counterparts, but all such counterparts shall together constitute but one and the same
agreement. In making proof of this Amendment No. 4, it shall not be necessary to produce or
account for more than one counterpart thereof signed by each of the parties hereto.




     3.6 Loan Documents. This Amendment No. 4 shall be deemed to be a Loan Document
under the Credit Agreement.




     3.7 Credit Agreement References. On and after to the Effective Date, each
reference in the Credit Agreement to “this Agreement”, “hereunder”, “hereof” or words of
like import, and each reference to the Credit Agreement by the words “thereunder”, “thereof”
or words of like import in any Loan Document or other document executed in connection with
the Credit Agreement, shall mean and be a reference to the Credit Agreement, as amended to
by this Amendment No. 4 and any other amendments effective prior to the date hereof.



     4. Effectiveness of this Amendment No. 4. This Amendment No. 4 shall become effective
on the date on which the following conditions precedent are satisfied (the “Effective Date”)



     (a) execution and delivery to the Administrative Agent by each of the Required Lenders, the
Borrowers, and the Administrative Agent of this Amendment No. 4;



     (b) execution and delivery to the Administrative Agent by each of the Subsidiary Guarantors of
a reaffirmation of guaranty in form and substance satisfactory to the Administrative Agent; and



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     (c) delivery by the Borrowers to the Administrative Agent of an incumbency certificate of the
Borrowers and the Subsidiary Guarantors.



[Remainder of page left blank intentionally]




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     IN WITNESS WHEREOF, the undersigned have duly executed and delivered this Amendment No. 4 as
of the date first set forth above.



	 	 	 	 	 	 	 	 	 	 
	BORROWERS:	 	FELCOR LODGING TRUST INCORPORATED	 
	 
	 	 	 	 	 	 	 	 	 
	 

	 	By:	 	/s/ Michael Hughes	 
	 	 	 	 	 	 
	 	 	 	 	Name:	 	Michael Hughes	 
	 	 	 	 	Title:	 	Vice President, Finance	 
	 
	 	 	 	 	 	 	 	 	 
	 	 	FELCOR LODGING LIMITED PARTNERSHIP	 
	 
	 	 	 	 	 	 	 	 	 
	 	 	By:	 	FelCor Lodging Trust Incorporated,

its General Partner	 
	 
	 	 	 	 	 	 	 	 	 
	 

	 	 	 	By	 	/s/ Michael Hughes	 
	 

	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Name:	 	Michael Hughes	 
	 

	 	 	 	 	 	Title:
	 	Vice President, Finance	 






 









 





	 	 	 	 	 
	LENDERS: 	 JPMORGAN CHASE BANK, N.A.,

individually and as Swingline Lender, Issuing

Bank and Administrative Agent,

 	 
	 	By:  	
/s/ Donald Shokrian	 
	 	 	Name:  	Donald Shokrian	 
	 	 	Title:  	Managing Director	 
	 
	 	CITICORP NORTH AMERICA, INC.

 	 
	 	By:  	/s/
Ricardo James	 
	 	 	Name:  	Ricardo James	 
	 	 	Title:  	Director	 
	 



	 	 	 	 	 
	 	MERRILL LYNCH CAPITAL CORPORATION

 	 
	 	By:  	/s/
John C. Rowland	 
	 	 	Name:  	John C. Rowland	 
	 	 	Title:  	Vice President	 
	 



	 	 	 	 	 
	 	BANK OF AMERICA, N.A.

 	 
	 	By:  	/s/
Roger C. Davis	 
	 	 	Name:  	Roger C. Davis	 
	 	 	Title:  	Senior Vice President	 
	 



	 	 	 	 	 
	 	DEUTSCHE BANK TRUST COMPANY AMERICAS

 	 
	 	By:  	/s/
Brenda Casey	 
	 	 	Name:  	Brenda Casey	 
	 	 	Title:  	Director	 
	 
	 	 	 
	 	By:  	
/s/ Joanna Soliman	 
	 	 	Name:  	Joanna Soliman	 
	 	 	Title:  	Assistant Vice President	 
	 




 









 





	 	 	 	 	 
	 	MORGAN STANLEY SENIOR FUNDING, INC.

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title: