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Joinder Agreement To Subsidiary Guaranty

This is an actual contract by Felcor Lodging Trust.

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Sectors: Real Estate
Governing Law: New York, View New York State Laws
Effective Date: December 12, 2005
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(SUBSIDIARY GUARANTY) Dated as of December 31, 2006JPMorgan Chase Bank, N.A.,
as Administrative Agent
277 Park Avenue
New York, New York 10172
Attention: Donald Shokrian (Fax: 646-534-0574)Ladies and Gentlemen: 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. 1. Joinder to Subsidiary Guaranty. The Undersigned, FelCor/St. Paul Holdings, L.P., a Delaware limited partnership, (the " Undersigned" ) hereby joins the Subsidiary Guaranty as a Subsidiary Guarantor and agrees to comply with and be bound by all of the terms, conditions and covenants of the Subsidiary Guaranty. Without limiting the generality of the preceding sentence, the Undersigned agrees that it shall be jointly and severally liable, together with the other Subsidiary Guarantors thereunder, for the guaranty of the payment and performance of all obligations of the Borrowers under the Credit Agreement as further set forth therein. From and after the Effective Date hereof (as hereinafter defined), all references in the Loan Documents to the " Subsidiary Guarantors" shall for all purposes be deemed to include the Undersigned. 2. New Subsidiary Guarantor' s Representations and Warranties. The Undersigned represents and warrants to the Administrative Agent and the Lenders that:

a. it is capable of complying with and is in compliance with all of the provisions of the Subsidiary Guaranty, the Credit Agreement and the other Loan Documents applicable to it; b. each of the representations and warranties set forth in a73 of the Credit Agreement made on its behalf by the Borrowers, except as set forth on Schedule 2(b) attached hereto and each of the representations and warranties set forth in a77 of the Subsidiary Guaranty is true and correct in all material respects with respect to the Undersigned as of the date hereof (except to the extent that such representations and warranties relate expressly to an earlier date); c. Schedule 2(c) attached hereto sets forth a true and accurate description of the Subsidiary Guarantors and the revised Schedule 3.15 attached hereto sets forth a true and accurate list of the properties and Unencumbered Assets. d. upon the execution of this Joinder Agreement, the Undersigned will be jointly and severally liable, together with the other Subsidiary Guarantors, for the payment and performance of all obligations of the Borrowers under the Credit Agreement as set forth in the Subsidiary Guaranty. 3. Delivery of Documents. The Undersigned hereby agrees that it shall comply with the requirements of a75.13 of the Credit Agreement and shall deliver the items referenced therein to the Administrative Agent concurrently with this Joinder Agreement (the date on which all such documents shall have been delivered to the Administrative Agent being hereinafter referred to as the " Effective Date" ), each of which shall be in form and substance reasonably satisfactory to the Administrative Agent. Notwithstanding anything to the contrary set forth herein, the parties agree that upon satisfaction of all conditions, the joinder of the Undersigned shall be deemed effective as of the date of the Subsidiary Guaranty. [Remainder of Page Intentionally Left Blank]

This Joinder Agreement shall be governed by and construed in accordance with the laws of the State of New York. Very truly yours, FELCOR/ST. PAUL HOLDINGS, L.P. By: FelCor/CSS Hotels, L.L.C., its general partner By: /s/ JONATHAN H. YELLEN Name: JONATHAN H. YELLEN
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