EX-10 5 ex10_48-k8162007.htm EXHIBIT 10.4 REAFFIRMATION OF COLLATERAL

EXHIBIT 10.4

 

Reaffirmation of Collateral Agency Agreement

 

Each of the undersigned, JPMorgan Chase Bank, N.A., as collateral agent (in such capacity, the “Collateral Agent”) for the Secured Parties (as defined in the Collateral Agency Agreement) and as administrative agent (in such capacity, the “Administrative Agent”) for the Lenders (as defined herein), U.S. Bank National Association, as Trustee (the “New Trustee”), on behalf of holders of the New Debentures and U.S. Bank National Association, as successor to Suntrust Bank, as Trustee (the “Existing Trustee”), on behalf of the holders of the Existing Debentures pursuant to the Collateral Agency Agreement, dated as of October 31, 2006 (the “Collateral Agency Agreement”), by and among Collateral Agent, New Trustee, Existing Trustee, FelCor Holdings Trust (“Pledgor”), FelCor Lodging Trust Incorporated (“FelCor Trust”) and FelCor Lodging Limited Partnership (“FelCor Partnership”, together with FelCor Trust, the “Borrowers”), in connection with that certain Credit Agreement, dated as of December 12, 2005, as amended (the “Original Credit Agreement”), by and among Pledgor and Borrowers, Collateral Agent and each of the lenders party thereto (the “Lenders”) hereby (i) acknowledges the Amended and Restated Credit Agreement dated as of August 16, 2007, by and among Borrowers, Collateral Agent, Citicorp North America, Inc., as syndication agent and certain of the Lenders (the “Amended and Restated Credit Agreement”) which amends and restates the Original Credit Agreement in its entirety, and (ii) confirms that the Collateral Agency Agreement shall remain in full force and effect after giving effect to the Amended and Restated Credit Agreement. Capitalized terms used herein but not defined herein shall have the meanings ascribed to such terms in the Collateral Agency Agreement.

 

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A/72153219.4

Executed as of this 16th day of August, 2007.

 

JPMORGAN CHASE BANK, N.A., in its capacity as Agent and Collateral Agent

 

By:/s/Donald S. Shokrian

 

Name: Donald S. Shokrian

 

Title:

Managing Director

U.S. BANK NATIONAL ASSOCIATION, as Trustee under the New Indenture

 

By:/s/R. Prokosch

 

Name: Richard Prokosch

 

Title:

Vice President

U.S. BANK NATIONAL ASSOCIATION, as Trustee under the Existing Indentures

 

By:/s/R. Prokosch

 

Name: Richard Prokosch

 

Title:

Vice President

 

[Signature Page to Reaffirmation of Collateral Agency Agreement]

A/72153219.4

ACCEPTED AND AGREED TO:

FELCOR LODGING TRUST INCORPORATED

 

By:     /s/Andrew J. Welch 

 

Name: Andrew J. Welch

 

Title:

Executive Vice President

 

and Chief Financial Officer

 

FELCOR LODGING LIMITED PARTNERSHIP

By: FelCor Lodging Trust Incorporated,                its General Partner

By: /s/Andrew J. Welch 

 

Name:

Andrew J. Welch

 

Title:

Executive Vice President

 

and Chief Financial Officer

 

FELCOR HOLDINGS TRUST

By:     /s/Larry J. Mundy 

 

Name: Larry J. Mundy

 

Title:

Trustee

By:     /s/Lester C. Johnson 

 

Name: Lester C. Johnson

 

Title:

Trustee

 

 

 

 

[Signature Page to Reaffirmation of Collateral Agency Agreement]

A/72153219.4