FIRST AMENDMENT TO LOAN AGREEMENT AND OTHER LOAN DOCUMENTSLoan Agreement • March 1st, 2007 • FelCor Lodging Trust Inc • Real estate investment trusts
THIS FIRST AMENDMENT TO LOAN AGREEMENT AND OTHER LOAN DOCUMENTS (this “Agreement”) is made as of this 31st day of January, 2007, between BANK OF AMERICA, N.A., a national banking association, having an address at Hearst Tower, 214 North Tryon Street, Charlotte, North Carolina 28255 (“Lender”) and FELCOR/JPM HOTELS, L.L.C., a Delaware limited liability company, and DJONT/JPM LEASING, L.L.C. a Delaware limited liability company, each having its principal place of business at c/o FelCor Lodging Trust Incorporated, 545 E. John Carpenter Freeway, Suite 1300, Irving, Texas 75062 (individually and collectively, as the context may require, “Borrower”).
FELCOR LODGING LIMITED PARTNERSHIP, as Issuer AND FELCOR LODGING TRUST INCORPORATED FELCOR/ST. PAUL HOLDINGS, L.P. FELCOR/CSS HOLDINGS, L.P. FELCOR HOTEL ASSET COMPANY, L.L.C. FELCOR PENNSYLVANIA COMPANY, L.L.C. FELCOR LODGING HOLDING COMPANY, L.L.C....Exhibit • March 1st, 2007 • FelCor Lodging Trust Inc • Real estate investment trusts • New York
Fourth Supplemental Indenture (this “Fourth Supplemental Indenture”), dated as of December 31, 2006 among FelCor Lodging Limited Partnership, a Delaware limited partnership (“FelCor LP”), FelCor Lodging Trust Incorporated, a Maryland corporation (“FelCor”), FelCor/St. Paul Holdings, L.P., a Delaware limited partnership (the “New Guarantor”), FelCor/CSS Holdings, L.P., a Delaware limited partnership, FelCor Hotel Asset Company, L.L.C., a Delaware limited liability company, FelCor Pennsylvania Company, L.L.C., a Delaware limited liability company, FelCor Lodging Holding Company, L.L.C., a Delaware limited liability company, FHAC Texas Holdings, L.P., a Texas limited partnership, FelCor Canada Co., a Nova Scotia unlimited liability company, FelCor Omaha Hotel Company, L.L.C., a Delaware limited liability company, FelCor TRS Holdings, L.P., a Delaware limited partnership, Myrtle Beach Hotels, L.L.C., a Delaware limited liability company, FelCor TRS Borrower 1, L.P., a Delaware limited part
Space above for Recorder’s UseDeed of Trust • March 1st, 2007 • FelCor Lodging Trust Inc • Real estate investment trusts
THIS DEED OF TRUST COVERS GOODS WHICH ARE OR ARE TO BECOME FIXTURES AND IS TO BE RECORDED IN THE REAL ESTATE RECORDS AS A FIXTURE FILING
FELCOR LODGING LIMITED PARTNERSHIP, as Issuer, FELCOR LODGING TRUST INCORPORATED FELCOR/ST. PAUL HOLDINGS, L.P. FELCOR/CSS HOLDINGS, L.P. FELCOR HOTEL ASSET COMPANY, L.L.C. FELCOR PENNSYLVANIA COMPANY, L.L.C. FELCOR LODGING HOLDING COMPANY, L.L.C....Exhibit • March 1st, 2007 • FelCor Lodging Trust Inc • Real estate investment trusts • New York
First Supplemental Indenture (this “First Supplemental Indenture”), dated as of December 31, 2006 among FelCor Lodging Limited Partnership, a Delaware limited partnership (“FelCor LP”), FelCor Lodging Trust Incorporated, a Maryland corporation (“FelCor”), FelCor/St. Paul Holdings, L.P., a Delaware limited partnership (the “New Guarantor”), FelCor/CSS Holdings, L.P., a Delaware limited partnership, FelCor Hotel Asset Company, L.L.C., a Delaware limited liability company, FelCor Pennsylvania Company, L.L.C., a Delaware limited liability company, FelCor Lodging Holding Company, L.L.C., a Delaware limited liability company, FHAC Texas Holdings, L.P., a Texas limited partnership, FelCor Canada Co., a Nova Scotia unlimited liability company, FelCor Omaha Hotel Company, L.L.C., a Delaware limited liability company, FelCor TRS Holdings, L.P., a Delaware limited partnership, Myrtle Beach Hotels, L.L.C., a Delaware limited liability company, FelCor TRS Borrower 1, L.P., a Delaware limited partne
Re: Amended and Restated Change in Control and Severance AgreementChange in Control and Severance Agreement • March 1st, 2007 • FelCor Lodging Trust Inc • Real estate investment trusts • Texas
FelCor Lodging Trust Incorporated, a Maryland corporation (“FelCor”), and FelCor Lodging Limited Partnership, a Delaware limited partnership (“FelCor LP”), and their respective subsidiaries (collectively, the “Company”), consider it essential and in the best interests of FelCor’s shareholders and the partners of FelCor LP to foster the continued employment of key management personnel. In this connection, the Board of Directors of FelCor (the “Board”) recognizes that, as is the case with many publicly held corporations, the possibility of a change of control may exist and that such possibility, and the uncertainty and questions which it may raise among management, may result in the departure or distraction of management personnel to the detriment of the Company and its shareholders and/or partners.
LOAN AGREEMENT Dated as of November 10, 2006 Between FELCOR/JPM HOTELS, L.L.C. and DJONT/JPM LEASING, L.L.C., individually and collectively, as Borrower and BANK OF AMERICA, N.A., as LenderLoan Agreement • March 1st, 2007 • FelCor Lodging Trust Inc • Real estate investment trusts
JOINDER AGREEMENT (SUBSIDIARY GUARANTY) Dated as of December 31, 2006Joinder Agreement (Subsidiary Guaranty) • March 1st, 2007 • FelCor Lodging Trust Inc • Real estate investment trusts • New York
Reference is hereby made to (a) the Credit Agreement, dated as of December 12, 2005, as amended by Amendment No. 1 dated as of January 12, 2006, Amendment No. 2 dated as of January 25, 2006, Amendment No. 3 dated as of March 31, 2006 and Amendment No. 4 dated as of October 26, 2006 (as amended and in effect from time to time, the “Credit Agreement”), by and among FELCOR LODGING TRUST INCORPORATED and FELCOR LODGING LIMITED PARTNERSHIP (the “Borrowers”), the Lenders party thereto and JPMORGAN CHASE BANK, N.A., as Administrative Agent for itself and the Lenders (the “Administrative Agent”), (b) the Subsidiary Guaranty dated as of January 27, 2006 (the “Subsidiary Guaranty”) from certain subsidiaries of the Borrowers to the Lenders and the Administrative Agent. Terms not otherwise defined herein which are defined in the Credit Agreement shall have the respective meanings given thereto in the Credit Agreement.
