FIRST AMENDMENT TO JUNIOR MEZZANINE LOAN AGREEMENT Dated as of January 7, 2003 Between WHP JUNIOR MEZZ BORROWER-1, L.L.C. and WHP JUNIOR MEZZ BORROWER-2, L.L.C., collectively, as Borrower, and CTMPII FC WESTBROOK (GCM), as Lender

Exhibit 10.6.1

FIRST AMENDMENT TO

JUNIOR MEZZANINE LOAN AGREEMENT

Dated as of January 7, 2003

Between

WHP JUNIOR MEZZ BORROWER-1, L.L.C.

and

WHP JUNIOR MEZZ BORROWER-2, L.L.C.,

collectively, as Borrower,

and

CTMPII XX XXXXXXXXX (GCM),

as Lender

FIRST AMENDMENT TO JUNIOR MEZZANINE LOAN AGREEMENT

THIS FIRST AMENDMENT TO JUNIOR MEZZANINE LOAN AGREEMENT, dated as of January 7, 2003 (this “Amendment”), between CTMPII XX XXXXXXXXX (GCM), a Cayman Islands exempted company, the assignee of Bear Xxxxxxx Commercial Mortgage, Inc. (“Lender”), WHP JUNIOR MEZZ BORROWER-1, L.L.C., a Delaware limited liability company (“Borrower 1”), and WHP JUNIOR MEZZ BORROWER-2, L.L.C., a Delaware limited liability company (“Borrower 2”), each having its principal place of business at 000 Xxxxx Xxxxxxxx, Xxxxx 000, Xxx Xxxxxxxx, Xxxxxxxxxx 00000 (Borrower 1 and Borrower 2, each, an “Individual Borrower” and, collectively, “Borrower”).

W I T N E S S E T H:

WHEREAS, Lender loaned the principal sum of $50,000,000.00 (the “Original Loan”) to Borrower pursuant to the terms and conditions of that certain Loan Agreement, dated as of December 5, 2002 (the “Loan Agreement”) and evidenced by that certain Promissory Note, dated December 5, 2002, made by Borrower in favor of Lender (such Promissory Note, together with all extensions, renewals, replacements, restatements or modifications thereof being hereinafter referred to collectively as the “Original Note”); and

WHEREAS, pursuant to Section 9.1.2 of the Loan Agreement, Lender now wishes to amend the Loan Agreement, and Borrower consents to such amendment, in order to, among other things, resize the Original Loan and reallocate a portion of the Original Loan to the Mezzanine Loan in an amount equal to $6,000,000 such that the Original Loan is hereby resized to an outstanding principal amount of $44,000,000 as evidenced by that certain Amended and Restated Promissory Note, dated as of the date hereof, made by Borrower in favor of Lender (the “Amended Note”).

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is acknowledged, the parties hereto hereby covenant, agree, represent and warrant that the Loan Agreement is hereby amended as follows:

I. MODIFICATIONS TO LOAN TERMS

Section 1.1 Schedule I attached to the Loan Agreement is hereby deleted in its entirety and replaced with Schedule I attached hereto.

Section 1.2 The words “Four Million Five Hundred Thousand Dollars ($4,500,000)” regarding the amount of the Mezzanine Loan are hereby deleted from the Recitals of the Loan Agreement and are hereby replaced by the words “Ten Million Five Hundred Thousand Dollars ($10,500,000)”.

Section 1.3 The words “Fifty Million Dollars ($50,000,000)” regarding the amount of the Loan are hereby deleted from the Recitals of the Loan Agreement and are hereby replaced by the words “Forty Four Million Dollars ($44,000,000)”.

II. MISCELLANEOUS

Section 2.1 Except as specifically modified and amended herein, all other terms, conditions and covenants contained in the Loan Agreement shall remain in full force and effect.

Section 2.2 Whenever the term “Note” is used in the Loan Agreement or in any of the other Loan Documents, such term shall be deemed to refer to the Amended Note, in the outstanding principal amount of $44,000,000.00.

Section 2.3 Whenever the term “Loan” is used in any Loan Document or any other document relating to the Loan to which Borrower, Guarantor or Limited Guarantor is a party including, but not limited to, Borrower’s organizational documents or in the organizational documents of Guarantor, such term shall be deemed to refer to the Loan as resized in the outstanding principal amount of $44,000,000.00.

Section 2.4 All references in the Loan Documents to the Loan Agreement shall mean the Loan Agreement as hereby modified.

Section 2.5 Unless otherwise defined in this Amendment, capitalized terms used herein shall have the meanings assigned to such terms in the Loan Agreement.

Section 2.6 This Amendment may be executed in any number of counterparts with the same effect as if all parties hereto had signed the same document. All such counterparts shall be construed together and shall constitute one instrument, but in making proof hereof it shall only be necessary to produce one such counterpart.

Section 2.7 This Amendment shall be binding upon and inure to the benefit of the parties and their respective heirs, legal representatives, successors and assigns.

Section 2.8 This Amendment shall be governed by, and construed in accordance with, the laws of the State of New York, without regard to principles of conflict laws and any applicable law of the United States of America.

Section 2.9 No modification, amendment, extension, discharge, termination or waiver of any provision of the Loan Agreement or of any other Loan Document, nor consent to any departure by Borrower therefrom, shall in any event be effective unless the same shall be in a writing signed by the party against whom enforcement is sought, and then such waiver or consent shall be effective only in the specific instance, and for the purpose, for which given.

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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed by their duly authorized representatives, all as of the day and year first above written.

BORROWER:

WHP JUNIOR MEZZ BORROWER-1, L.L.C., a Delaware limited liability company

By:

Name:

Title:

WHP JUNIOR MEZZ BORROWER-2, L.L.C., a Delaware limited liability company

By:

Name:

Title:

LENDER:

CTMPII XX XXXXXXXXX (GCM), a Cayman Islands exempted company

By:

Name:

Title:

SCHEDULE I

(Properties – Release Amounts)

SCH. I-1