FelCor Lodging LP Sample Contracts

1 EXHIBIT 10.2.1 SCHEDULE OF EXECUTED LEASE AGREEMENTS SHOWING MATERIAL VARIATIONS FROM FORM OF LEASE AGREEMENT (AS OF JUNE 30, 1998) (DOLLAR AMOUNTS IN THOUSANDS)
Lease Agreement • August 14th, 1998 • Felcor Lodging L P • Real estate investment trusts
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as Issuer, and U.S. BANK NATIONAL ASSOCIATION, as Trustee, Collateral Agent, Registrar and Paying Agent INDENTURE Dated as of December 17, 2012 5.625% Senior Secured Notes due 2023
Indenture • December 19th, 2012 • FelCor Lodging LP • Real estate investment trusts • New York

INDENTURE, dated as of December 17, 2012, between FelCor Lodging Limited Partnership, a Delaware limited partnership (“FelCor LP”), FelCor Lodging Trust Incorporated, a Maryland corporation, the Guarantors (as defined herein) and U.S. Bank National Association, a federal savings bank, as trustee (the “Trustee”), collateral agent (“Collateral Agent”), registrar (“Registrar”) and paying agent (“Paying Agent”).

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FORM OF
Agreement of Limited Partnership • July 20th, 2001 • Felcor Lodging L P • Real estate investment trusts • Delaware
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AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT Dated as of December 18, 2012 among FELCOR/JPM HOSPITALITY (SPE), L.L.C., DJONT/JPM HOSPITALITY LEASING (SPE), L.L.C., FELCOR/JPM BOCA RATON HOTEL, L.L.C., DJONT/JPM BOCA RATON LEASING, L.L.C., and MIAMI...
Revolving Credit Agreement • December 19th, 2012 • FelCor Lodging LP • Real estate investment trusts • New York

This AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT (“on Agreement”) is entered into as of December 18, 2012, among FELCOR/JPM HOSPITALITY (SPE), L.L.C., a Delaware limited liability company (“Hospitality Owner”), FELCOR/JPM BOCA RATON HOTEL, L.L.C., a Delaware limited liability company (“Dana Point Owner”), MIAMI AP HOTEL L.L.C., a Delaware limited liability company (“Miami Owner”, and with Hospitality Owner and Dana Point Owner, the “Owners”), DJONT/JPM HOSPITALITY LEASING (SPE), L.L.C., a Delaware limited liability company (“Hospitality Operating Lessee”) and DJONT/JPM BOCA RATON LEASING, L.L.C., a Delaware limited liability company (“Dana Point Operating Lessee” and with Hospitality Operating Lessee, the “Lessees”; Owners and Lessees to be referred to collectively as “Borrowers” and each a “Borrower”, each Lender (as defined below) and JPMORGAN CHASE BANK, N.A. (“JPMC”), as Administrative Agent, Swingline Lender and Issuing Bank.

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REGISTRATION RIGHTS AGREEMENT Dated December 17, 2012 AMONG FELCOR LODGING LIMITED PARTNERSHIP, FELCOR LODGING TRUST INCORPORATED, SUBSIDIARY GUARANTORS NAMED HEREIN, and
Registration Rights Agreement • December 19th, 2012 • FelCor Lodging LP • Real estate investment trusts • New York

This Agreement is made pursuant to the Purchase Agreement dated as of December 12, 2012, among the Operating Partnership, the Company, the Subsidiary Guarantors and the Initial Purchasers (the “Purchase Agreement”), which provides for the sale by the Operating Partnership to the Initial Purchasers of $525,000,000 aggregate principal amount of 5.625% Senior Secured Notes due 2023 of the Operating Partnership (the “Notes”) to be issued pursuant to the Indenture (as defined below).

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FELCOR LODGING LIMITED PARTNERSHIP - SUBSIDIARIES as of December 31, 2014
Exhibit • February 27th, 2015 • FelCor Lodging LP • Real estate investment trusts
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PLEDGE AGREEMENT
Pledge Agreement • December 19th, 2012 • FelCor Lodging LP • Real estate investment trusts • New York

This PLEDGE AGREEMENT (this “Agreement”), dated as of December 17, 2012, by FELCOR LODGING LIMITED PARTNERSHIP, a Delaware limited partnership (the “Partnership” or the “Assignor”), in favor of U.S. BANK NATIONAL ASSOCIATION, in its capacity as Collateral Agent for the Secured Parties (as defined below) (the “Assignee”).

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FORM OF] MORTGAGE, ASSIGNMENT OF LEASES AND RENTS, SECURITY AGREEMENT AND FIXTURE FILING between [GROUND LESSEE/FEE OWNER] AND [OPERATING LESSEE], as Mortgagor and
Mortgage, Assignment of Leases and Rents, Security Agreement and Fixture Filing • July 25th, 2014 • FelCor Lodging LP • Real estate investment trusts • New York

This Mortgage, Assignment of Leases and Rents, Security Agreement, and Fixture Filing (this “Security Instrument”) is made as of ______, 2014 (the “Effective Date”), by [________], a [______], and [_______________], a [_________] (together and together with their permitted successors and assigns, individually or collectively (as the context requires) referred to herein as “Mortgagor”), whose address is [_______________________], as mortgagor, for the benefit of DEUTSCHE BANK AG NEW YORK BRANCH, (“DB”) as Administrative Agent (defined below) for the benefit of the Lenders (defined below) from time to time parties to the Credit Agreement (defined below) (together with its successors and assigns, “Mortgagee”), whose address is 60 Wall Street, New York, New York 10005, as mortgagee. All capitalized terms not defined herein shall have the respective meanings set forth in the Credit Agreement (defined below).

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SECOND AMENDMENT TO LOAN AGREEMENT AND OTHER LOAN DOCUMENTS
Loan Agreement • March 6th, 2012 • FelCor Lodging LP • Real estate investment trusts

THIS SECOND AMENDMENT TO LOAN AGREEMENT AND OTHER LOAN DOCUMENTS (this “Agreement”) is made as of this 27th day of October, 2011 (the “Modification Date”), by and among FELCOR/JPM HOTELS, L.L.C., a Delaware limited liability company (“Hotels”), having an address at c/o FelCor Lodging Trust Incorporated, 545 E. John Carpenter Freeway, Suite 1300, Irving, Texas 75062, DJONT/JPM LEASING, L.L.C., a Delaware limited liability company (“Leasing”; Hotels and Leasing, individually and/or collectively, as the context may require, “Borrower”), having an address at c/o FelCor Lodging Trust Incorporated, 545 E. John Carpenter Freeway, Suite 1300, Irving, Texas 75062, FELCOR LODGING LIMITED PARTNERSHIP, a Delaware limited partnership (“Guarantor”), having an address at c/o FelCor Lodging Trust Incorporated, 545 E. John Carpenter Freeway, Suite 1300, Irving, Texas 75062, WELLS FARGO BANK, N.A., as trustee for Bear Stearns Commercial Mortgage Securities Trust 2007-BBA8 Commercial Mortgage Pass-Throug

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FELCOR LODGING LIMITED PARTNERSHIP - SUBSIDIARIES as of December 31, 2015
Exhibit 21.2 • February 26th, 2016 • FelCor Lodging LP • Real estate investment trusts
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THIRD AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF FELCOR LODGING LIMITED PARTNERSHIP
Limited Partnership Agreement • September 1st, 2017 • FelCor Lodging LP • Real estate investment trusts • Delaware

THIS THIRD AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP (this “Agreement”) of FelCor Lodging Limited Partnership (the “Partnership”), is made as of August 31, 2017 (the “Effective Date”), by and between Rangers General Partner, LLC, a Delaware limited liability company, as the sole general partner (the “General Partner”), and FelCor Holdings Trust, a Massachusetts business trust, as the limited partner (the “Limited Partner”). The General Partner and the Limited Partner are referred to herein collectively as the “Partners.”

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Contract
Change in Control and Severance Agreement • February 26th, 2016 • FelCor Lodging LP • Real estate investment trusts
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FELCOR LODGING LIMITED PARTNERSHIP - SUBSIDIARIES as of December 31, 2016
Subsidiaries List • February 24th, 2017 • FelCor Lodging LP • Real estate investment trusts
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First Supplemental Indenture Dated as of January 7, 2013 Supplemental Indenture to the Indenture dated as of December 17, 2012 with respect to the
First Supplemental Indenture • January 9th, 2013 • FelCor Lodging LP • Real estate investment trusts • New York

First Supplemental Indenture (this “First Supplemental Indenture”), dated as of January 7, 2013 among FelCor Lodging Trust Incorporated, a Maryland corporation (“FelCor”), FelCor Lodging Limited Partnership, a Delaware limited partnership (“FelCor LP”), the entities listed on Schedule I hereto (the “Additional Subsidiary Guarantors”) and U.S. Bank National Association, as trustee (the “Trustee”) and collateral agent (the “Collateral Agent”).

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REVOLVING CREDIT AGREEMENT
Revolving Credit Agreement • August 20th, 2014 • FelCor Lodging LP • Real estate investment trusts • New York

This AMENDMENT No. 3 TO AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT (this “Amendment No. 3”) is made as of August 15, 2014, among (a) Miami AP Hotel, L.L.C., FelCor/JPM Hospitality (SPE), L.L.C., DJONT/JPM Hospitality Leasing (SPE), L.L.C. and Charleston Mills House Hotel, L.L.C. (collectively, “Existing Borrowers”), (b) FelCor Myrtle Kingston Hotel, L.L.C., a Delaware limited liability company (“Myrtle Beach Owner”) and FelCor Myrtle Kingston Lessee, L.L.C., a Delaware limited liability company (“Myrtle Beach Operating Lessee”; and together with the Myrtle Beach Owner, the “New Borrowers”, and together with the Existing Borrowers, the “Borrowers”), (c) JPMorgan Chase Bank, N.A., as Administrative Agent (in such capacity, “Administrative Agent”) for the Lenders and (d) the Lenders.

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Contract
Employment Agreement • November 2nd, 2012 • FelCor Lodging LP • Real estate investment trusts
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AMENDMENT No. 1 TO AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT
Revolving Credit Agreement • May 6th, 2013 • FelCor Lodging LP • Real estate investment trusts • New York

This AMENDMENT No. 1 TO AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT (this “Amendment No. 1”) is made as of March 1, 2013 among (a) Miami AP Hotel, L.L.C., FelCor/JPM Hospitality (SPE), L.L.C., DJONT/JPM Hospitality Leasing (SPE), L.L.C., FelCor/JPM Boca Raton Hotel, L.L.C. and DJONT/JPM Boca Raton Leasing, L.L.C. (collectively, “Existing Borrowers”), (b) Charleston Mills House Hotel, L.L.C., (the “New Borrower”, and together with the Existing Borrowers, the “Borrowers”), and (c) JPMorgan Chase Bank, N.A., as Administrative Agent (in such capacity, “Administrative Agent”) for the Lenders.

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PERFORMANCE EQUITY GRANT AGREEMENT (Financial Performance)
Performance Equity Grant Agreement • July 29th, 2016 • FelCor Lodging LP • Real estate investment trusts • Maryland

This Performance Equity Grant Agreement (this “Agreement”), dated as of the date shown on the signature page attached hereto, is made and entered into effective between FelCor Lodging Trust Incorporated, a Maryland corporation (the “Company”), and the undersigned executive officer of the Company (“Grantee”).

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EQUITY GRANT AGREEMENT (Time-Vesting)
Equity Grant Agreement • July 29th, 2016 • FelCor Lodging LP • Real estate investment trusts • Maryland

This Equity Grant Agreement (this “Agreement”), dated as of the date shown on the signature page attached hereto, is made and entered into effective between FelCor Lodging Trust Incorporated, a Maryland corporation (the “Company”), and the undersigned executive officer of the Company (“Grantee”).

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FEE AND] LEASEHOLD DEED OF TRUST, ASSIGNMENT OF LEASES AND RENTS,
Deed of Trust • May 6th, 2013 • FelCor Lodging LP • Real estate investment trusts

THIS [FEE AND] LEASEHOLD DEED OF TRUST, ASSIGNMENT OF LEASES AND RENTS, SECURITY AGREEMENT AND FIXTURE FILING (this “Security Instrument”) is entered into this [__] day of [________], 2013 to be effective as of January [ ], 2013 (the “Effective Date”), by [____________] a [________] [_________] (“Owner”), and [______________], a [_________] [_______] (“Operator”) (Owner and Operator are collectively and together with their permitted successors and assigns, individually or collectively (as the context requires) referred to herein as “Grantor”), whose address is c/o FelCor Lodging Trust Incorporated, 545 E. John Carpenter Freeway, Suite 1300, Irving, Texas 75062, Attention: General Counsel, as grantor[, to [______________] (together with its successors and assigns, “Trustee”), whose address is [______________], as trustee,] for the benefit of U.S. BANK NATIONAL ASSOCIATION (“U.S. Bank”), as Collateral Agent (“Collateral Agent”) under the Indenture for its benefit and the benefit of the S

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PERFORMANCE EQUITY GRANT AGREEMENT
Performance Equity Grant Agreement • November 2nd, 2012 • FelCor Lodging LP • Real estate investment trusts • Maryland

This Performance Equity Grant Agreement (this “Agreement”), dated as of the date shown on the signature page attached hereto, is made and entered into effective between FelCor Lodging Trust Incorporated, a Maryland corporation (the “Company”), and the undersigned executive officer of the Company (“Grantee”).

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GUARANTY OF PAYMENT
Guaranty of Payment • March 6th, 2012 • FelCor Lodging LP • Real estate investment trusts

FOR VALUE RECEIVED, and to induce WELLS FARGO BANK, N.A., as trustee for Bear Stearns Commercial Mortgage Securities Trust 2007-BBA8 Commercial Mortgage Pass-Through Certificates Series 2007-BBA8, for itself and as Servicing Lender pursuant to Intercreditor and Servicing Agreement dated November 10, 2006 (together with its successors and/or assigns, “Lender” or “Note A-1 Holder”) and the other Noteholders (as defined in the Modification Agreement (defined below)) to modify and extend that certain Loan made to FELCOR/JPM HOTELS, L.L.C., a Delaware limited liability company (“Hotels”), having an address at c/o FelCor Lodging Trust Incorporated, 545 E. John Carpenter Freeway, Suite 1300, Irving, Texas 75062, DJONT/JPM LEASING, L.L.C., a Delaware limited liability company (“Leasing”; Hotels and Leasing, individually and/or collectively, as the context may require, “Borrower”), having an address at c/o FelCor Lodging Trust Incorporated, 545 E. John Carpenter Freeway, Suite 1300, Irving, Tex

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CREDIT AGREEMENT Dated as of July 21, 2014 among FELCOR UNION SQUARE HOTEL, L.L.C. FELCOR/JPM PHOENIX HOTEL, L.L.C. FELCOR FQ HOTEL, L.L.C. FELCOR FQ LESSEE, L.L.C. FELCOR UNION SQUARE LESSEE, L.L.C. DJONT/JPM PHOENIX LEASING, L.L.C., each as a...
Credit Agreement • July 25th, 2014 • FelCor Lodging LP • Real estate investment trusts • New York

This CREDIT AGREEMENT (this “Agreement”) is entered into as of July 21, 2014, among FELCOR UNION SQUARE HOTEL, L.L.C., a Delaware limited liability company (“FelCor Union Square Hotel”); FELCOR/JPM PHOENIX HOTEL, L.L.C., a Delaware limited liability company (“FelCor Phoenix Hotel”); FELCOR FQ HOTEL, L.L.C., a Delaware limited liability company (“FelCor FQ Hotel”); FELCOR FQ LESSEE, L.L.C., a Delaware limited liability company (“FelCor FQ Lessee”); FELCOR UNION SQUARE LESSEE, L.L.C., a Delaware limited liability company (“FelCor Union Square Lessee”); and DJONT/JPM PHOENIX LEASING, L.L.C., a Delaware limited liability company (“DJONT Phoenix”) (collectively, “Borrowers” and each, a “Borrower”), each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”) and DEUTSCHE BANK AG NEW YORK BRANCH, as Administrative Agent.

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FIRST AMENDMENT TO MORTGAGE AND SECURITY AGREEMENT
Mortgage and Security Agreement • March 6th, 2012 • FelCor Lodging LP • Real estate investment trusts • New York

THIS FIRST AMENDMENT TO MORTGAGE AND SECURITY AGREEMENT (this “Agreement”) is made as of the 27th day of October, 2011, among FELCOR LODGING LIMITED PARTNERSHIP, a Delaware limited partnership, having an address at c/o FelCor Lodging Trust Incorporated, 545 E. John Carpenter Freeway, Suite 1300, Irving, Texas 75062, as mortgagor (“Owner”), FELCOR/JPM HOTELS, L.L.C., a Delaware limited liability company, having an address at c/o FelCor Lodging Trust Incorporated, 545 E. John Carpenter Freeway, Suite 1300, Irving, Texas 75062, as mortgagor (“Ground Lessee”) and DJONT/JPM LEASING, L.L.C., a Delaware limited liability company, having an address at c/o FelCor Lodging Trust Incorporated, 545 E. John Carpenter Freeway, Suite 1300, Irving, Texas 75062, as mortgagor (“Operating Lessee”; Owner, Ground Lessee and Operating Lessee, individually and/or collectively, as the context may require, “Mortgagor”; Ground Lessee and Operating Lessee, individually and/or collectively, as the context may requ

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REVOLVING CREDIT AGREEMENT
Revolving Credit Agreement • August 1st, 2014 • FelCor Lodging LP • Real estate investment trusts • New York

This AMENDMENT No. 2 TO AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT (this “Amendment No. 2”) is made as of May 23, 2014 among (a) Miami AP Hotel, L.L.C., FelCor/JPM Hospitality (SPE), L.L.C., DJONT/JPM Hospitality Leasing (SPE), L.L.C., FelCor/JPM Boca Raton Hotel, L.L.C., DJONT/JPM Boca Raton Leasing, L.L.C. and Charleston Mills House Hotel, L.L.C. (collectively, the “Borrowers”), (b) JPMorgan Chase Bank, N.A., as Administrative Agent (in such capacity, “Administrative Agent”) for the Lenders, and (c) the Lenders signatory hereto.

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FORM OF GUARANTY
Guaranty • July 25th, 2014 • FelCor Lodging LP • Real estate investment trusts • New York

GUARANTY (as amended, modified, restated and/or supplemented from time to time, this “Guaranty”), dated as of __, 2014, made by and between each of the undersigned guarantors (each, a “Guarantor” and, collectively, the “Guarantors”) in favor of Deutsche Bank AG New York Branch, as Administrative Agent (together with any successor administrative agent, the “Administrative Agent”), for the benefit of the Creditors (as defined below). Except as otherwise defined herein, all capitalized terms used herein and defined in the Credit Agreement (as defined below) shall be used herein as therein defined.

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Sixth Supplemental Indenture Dated as of January 7, 2013 Supplemental Indenture to the Indenture dated as of October 1, 2009 with respect to the
Sixth Supplemental Indenture • January 9th, 2013 • FelCor Lodging LP • Real estate investment trusts • New York

This Sixth Supplemental Indenture (this “Sixth Supplemental Indenture”), dated as of January 7, 2013, is by and among FelCor Lodging Limited Partnership, a Delaware limited partnership (“FelCor LP”), FelCor Lodging Trust Incorporated, a Maryland corporation (“FelCor”), FelCor Hotel Asset Company, L.L.C., a Delaware limited liability company, FelCor Lodging Holding Company, L.L.C., a Delaware limited liability company, FelCor Canada Co., a Nova Scotia unlimited liability company, FelCor TRS Borrower 4, L.L.C., a Delaware limited liability company, FelCor/CSS Holdings, L.P., a Delaware limited partnership, FelCor TRS Holdings, L.L.C., a Delaware limited liability company, FelCor Copley Plaza, L.L.C., a Delaware limited liability company, FelCor St. Pete (SPE), L.L.C., a Delaware limited liability company, FelCor Esmeralda (SPE), L.L.C., a Delaware limited liability company, Los Angeles International Airport Hotel Associates, a Texas limited partnership, Madison 237 Hotel, L.L.C., a Delaw

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Second Supplemental Indenture
Second Supplemental Indenture • January 9th, 2013 • FelCor Lodging LP • Real estate investment trusts • New York

This Second Supplemental Indenture (this “Second Supplemental Indenture”), dated as of January 7, 2013, is by and among FelCor Lodging Limited Partnership, a Delaware limited partnership (“FelCor LP”), FelCor Lodging Trust Incorporated, a Maryland corporation (“FelCor”), FelCor Hotel Asset Company, L.L.C., a Delaware limited liability company, FelCor Lodging Holding Company, L.L.C., a Delaware limited liability company, FelCor Canada Co., a Nova Scotia unlimited liability company, FelCor TRS Borrower 4, L.L.C., a Delaware limited liability company, FelCor/CSS Holdings, L.P., a Delaware limited partnership, FelCor TRS Holdings, L.L.C., a Delaware limited liability company, FelCor Copley Plaza, L.L.C., a Delaware limited liability company, FelCor St. Pete (SPE), L.L.C., a Delaware limited liability company, FelCor Esmeralda (SPE), L.L.C., a Delaware limited liability company, Los Angeles International Airport Hotel Associates, a Texas limited partnership, Madison 237 Hotel, L.L.C., a Del

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PERFORMANCE EQUITY GRANT AGREEMENT (Market Performance)
Performance Equity Grant Agreement • July 29th, 2016 • FelCor Lodging LP • Real estate investment trusts • Maryland

This Performance Equity Grant Agreement (this “Agreement”), dated as of the date shown on the signature page attached hereto, is made and entered into effective between FelCor Lodging Trust Incorporated, a Maryland corporation (the “Company”), and the undersigned executive officer of the Company (“Grantee”).

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AMENDED AND RESTATED GUARANTY Agreement
Guaranty Agreement • December 19th, 2012 • FelCor Lodging LP • Real estate investment trusts • New York

THIS AMENDED AND RESTATED GUARANTY (this “Guaranty”) is entered into as of December 18, 2012, by FELCOR LODGING TRUST INCORPORATED, a Maryland corporation (“FelCor Trust”), and FELCOR LODGING LIMITED PARTNERSHIP, a Delaware limited partnership (jointly and severally referred to herein with FelCor Trust as “Guarantors”), in favor of JPMORGAN CHASE BANK, N.A., as administrative agent (in such capacity, “Administrative Agent”) for the banks and other financial institutions (“Lenders”) that are parties to the Credit Agreement described below.

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