FELCOR LODGING TRUST INC
2ND AMENDMENT TO CREDIT AGREEMENT
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<TYPE>EX-10.18.2
<SEQUENCE>3
<FILENAME>d98118exv10w18w2.txt
<DESCRIPTION>2ND AMENDMENT TO CREDIT AGREEMENT
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                                                                 EXHIBIT 10.18.2

                                SECOND AMENDMENT


         SECOND AMENDMENT (the "Second Amendment"), dated as of June 17, 2002,
among FELCOR LODGING TRUST INCORPORATED (f/k/a FelCor Suite Hotels, Inc.), a
Maryland corporation ("FelCor"), FELCOR LODGING LIMITED PARTNERSHIP (f/k/a
FelCor Suites Limited Partnership), a Delaware limited partnership ("FelCor LP"
and collectively with FelCor, the "US Borrower"), FELCOR CANADA CO., a Nova
Scotia unlimited liability company (the "Canadian Borrower" and collectively
with the US Borrower, the "Borrower"), the Lenders from time to time party
thereto, DEUTSCHE BANK TRUST COMPANY AMERICAS (f/k/a Bankers Trust Company), as
Syndication Agent (the "Syndication Agent") and JPMORGAN CHASE BANK (f/k/a The
Chase Manhattan Bank) ("JPMCB") and J.P. MORGAN BANK CANADA (f/k/a The Chase
Manhattan Bank of Canada) ("JPM Canada") as Administrative Agent for the
Lenders. Unless otherwise defined herein, capitalized terms used herein and
defined in the Credit Agreement referred to below are used herein as so defined.


                                  WITNESSETH:


         WHEREAS, the Borrower, the Lenders, the Syndication Agent and the
Administrative Agent are party to the Seventh Amended and Restated Credit
Agreement, dated as of July 26, 2001 (as the same has been amended, modified or
supplemented to, but not including, the date hereof, the "Credit Agreement");
and

         WHEREAS, subject to the terms and conditions set forth below, the
parties hereto wish to amend certain provisions the Credit Agreement as provided
herein;

         NOW, THEREFORE, it is agreed;

I.       Amendments

         1. Section 1.1 of the Credit Agreement is hereby amended by (i)
deleting the definitions "Specified Acquisition Amount" and "Specified
Discretionary Capital Expenditure Amount" in their entirety and (ii) amending
the definition "Specified Investment Amount" to read in its entirety as follows:

                  "Specified Investment Amount" shall mean (A) the sum of (i)
         $20,000,000, (ii) the aggregate amount of net cash proceeds received
         from any Asset Sale consummated during the period from the First
         Amendment Effective Date to September 30, 2004, up to an aggregate
         amount not to exceed $20,000,000 and (iii) the aggregate amount of the
         net cash proceeds received from the sale or issuance of equity by
         FelCor LP during the period from the First Amendment Effective Date to
         September 30, 2004, less (B) the aggregate amount of any investment in
         any Joint Enterprise during the period from First Amendment Effective
         Date through September 30, 2004.



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         2. The definition of "Qualified Preferred Stock" appearing in Section
1.1 of the Credit Agreement is hereby amended by inserting the following text
immediately preceding the period at the end of said definition ",
notwithstanding the foregoing, preferred stock that is convertible solely into
the common stock of the issuer within five years from the date of issuance of
such preferred stock and meets the requirements of this definition (other than
clause (ii)(x)), shall be "Qualified Preferred Stock" for the purposes hereof".

         3. Section 1.1 of the Credit Agreement is hereby further amended by
inserting in the appropriate alphabetical order the following new definitions:

                  "Consolidated Total Revenue" shall mean, for any period, the
         aggregate stated amount of all revenue of the US Borrower and its
         Subsidiaries on a consolidated basis as determined in accordance with
         GAAP.

                  "Second Amendment" shall mean the Second Amendment, dated as
         of June 17, 2002, among the Borrowers, the Lenders party thereto, the
         Syndication Agent and the Administrative Agent.

                  "Second Amendment Effective Date" shall have the meaning
         provided in the Second Amendment.

         4. Section 5.1 of the Credit Agreement is hereby amended to read in its
entirety as follows:

                  "5.1. Unsecured Interest Expense Coverage. The US Borrower
         shall maintain at the end of each Fiscal Quarter, commencing with the
         Fiscal Quarter ending on June 30, 2000, a ratio of (a) Unencumbered NOI
         to (b) Unsecured Interest Expense, in each case determined on the basis
         of the four (4) Fiscal Quarters ending on the date of determination, of
         not less than 1.90:1.0, provided that, the minimum ratio set forth
         above shall be (i) 1.50:1.0 for the Fiscal Quarter ending June 30,
         2002, (ii) 1.55:1.0 for the Fiscal Quarter ending September 30, 2002,
         (iii) 1.60:1.0 for the Fiscal Quarter ending on December 31, 2002, (iv)
         1.70:1.0 for the Fiscal Quarter ending March 31, 2003 and (v) 1.80:1.0
         for the Fiscal Quarters ending June 30, 2003 through September 30,
         2004."

         5. Section 5.2 of the Credit Agreement is hereby amended to read in its
entirety as follows:

                  "5.2. Fixed Charge Coverage Ratio. The US Borrower shall
         maintain at the end of each Fiscal Quarter, commencing with the Fiscal
         Quarter ending on June 30, 2000, a ratio of (a) Adjusted EDITDA to (b)
         Fixed Charges, in each case determined on the basis of the four (4)
         Fiscal Quarters ending on the date of determination, of not less than
         1.50:1.0, provided that, the minimum ratio set forth above shall be (i)
         1.25:1.0 for the Fiscal Quarters ending June 30, 2002 and September 30,
         2002, (ii) 1.30:1.0 for the Fiscal Quarters ending December 31, 2002
         and March 31, 2003, (iii) 1.40:1.0 for the Fiscal Quarters ending June
         30, 2003 and September 30, 2003 and (iv) 1:45:1.0 for the Fiscal
         Quarter ending December 31, 2003."



                                      -2-
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         6. Section 5.4 of the Credit Agreement is hereby amended to read in its
entirety as follows:

                  "5.4. Limitations on Total Indebtedness. The US Borrower shall
         not, during each Fiscal Quarter on a consolidated basis, permit the
         Total Indebtedness (including, without limitation, the Obligations and
         all Capitalized Lease Obligations) of the US Borrower for borrowed
         money to exceed (i) 65% of Total Value from and including the First
         Amendment Effective Date through December 31, 2002, (ii) 62.5% of Total
         Value from and including January 1, 2003 through June 30, 2003, (iii)
         60% of Total Value from and including July 1, 2003 through September
         30, 2004 and (iv) 55% of Total Value at all other times."

         7. Section 7.5(d) of the Credit Agreement is hereby amended by deleting
said clause in its entirety and inserting the following new clause (d), in lieu
thereof:

                  "(d) Notwithstanding anything to the contrary contained in
         this Agreement, for the period from the Second Amendment Effective Date
         through September 30, 2004, the US Borrower may acquire existing Hotel
         properties, so long as (I) the Total Indebtedness for borrowed money of
         the US Borrower does not exceed 60% of Total Value both before and
         after giving effect to such acquisition and (II) at least 10 Business
         Days prior to the consummation of any such acquisition the US Borrower
         shall deliver to the Administrative Agent a certificate of the US
         Borrower's chief financial officer or treasurer certifying (and showing
         calculations in reasonable detail) that the US Borrower would have been
         in compliance with the financial covenants set forth in Sections 5.1,
         5.2, 5.3, 5.4, 5.5, 5.6 and 5.7, as amended hereby, for the most
         recently ended four (4) Fiscal Quarters prior to the date of such
         acquisition, in each case with such financial covenants to be
         determined on a pro forma basis as if such acquisition had been
         consummated on the first day of such four (4) Fiscal Quarter period
         (and assuming that any Indebtedness incurred, issued, assumed or repaid
         in connection therewith had been incurred, issued, assumed or repaid on
         the first day of such four (4) Fiscal Quarter period); provided that to
         the extent that the US Borrower's Total Indebtedness for borrowed money
         exceeds 60% of Total Value before such acquisition, the US Borrower may
         acquire existing Hotel properties at such time, so long as (I) the US
         Borrower's Total Indebtedness for borrowed money as a percentage of
         Total Value after giving effect to such acquisition is equal to or less
         than the US Borrower's Total Indebtedness for borrowed money as a
         percentage of Total Value immediately prior to such acquisition and
         (II) at least 10 Business Days prior to the consummation of any such
         acquisition, the US Borrower shall deliver to the Administrative Agent
         a certificate of the US Borrower's chief financial officer or treasurer
         certifying (and showing calculations in reasonable detail) that the US
         Borrower would have been in compliance with the financial covenants set
         forth in Sections 5.1, 5.2, 5.3, 5.4, 5.5, 5.6 and 5.7, as amended
         hereby, for the most recently ended (4) Fiscal Quarters prior to the
         date of such acquisition, in each case with such financial covenants to
         be determined on a pro forma basis as if such acquisition had been
         consummated on the first day of such (4) Fiscal Quarter period (and
         assuming that any Indebtedness incurred, issued, assumed or repaid in
         connection therewith had been incurred, issued, assumed or repaid on
         the first day of such four (4) Fiscal Quarter period)."



                                      -3-
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         8. Section 7.13(b) of the Credit Agreement is hereby amended by
deleting such clause in its entirety and inserting the following new clause (b)
in lieu thereof:

                  "(b) Notwithstanding anything to the contrary contained in
         this Agreement, for the period from the Second Amendment Effective Date
         until September 30, 2004, the US Borrower may invest in Joint
         Enterprises to the extent such investment is otherwise permitted
         pursuant to Section 7.13(a), so long as (I) the Total Indebtedness for
         borrowed money of the US Borrower does not exceed 60% of Total Value
         both before and after giving effect to such investment and (II) at
         least 10 Business Days prior to the consummation of any such investment
         the US Borrower shall deliver to the Administrative Agent a certificate
         of the US Borrower's chief financial officer or treasurer certifying
         (and showing calculations in reasonable detail) that the US Borrower
         would have been in compliance with the financial covenants set forth in
         Sections 5.1, 5.2, 5.3, 5.4, 5.5, 5.6, and 5.7, as amended hereby, for
         the most recently ended four (4) Fiscal Quarters prior to the date of
         such investment, in each case with such financial covenants to be
         determined on a pro forma basis as if such investment had been
         consummated on the first day of such four (4) Fiscal Quarter period
         (and assuming that any Indebtedness incurred, issued, assumed or repaid
         in connection therewith had been incurred, issued, assumed or repaid on
         the first day of such four (4) Fiscal Quarter period); provided that to
         the extent that the US Borrower's Total Indebtedness for borrowed money
         exceeds 60% of Total Value either at the time of or after giving effect
         to such investment, the US Borrower may only invest in Joint
         Enterprises in an aggregate amount not to exceed the Specified
         Investment Amount at the time of such investment."

         9. Section 7 of the Credit Agreement is hereby further amended by
deleting Section 7.17 in its entirety and inserting the following new Section
7.17 in lieu thereof:

                  "7.17. Limitation on Capital Expenditures. The US Borrower
         shall not, and shall not permit any of its Subsidiaries or Eligible
         Joint Ventures to, incur any Discretionary Capital Expenditures, except
         that during any consecutive four (4) Fiscal Quarter period, beginning
         with the four (4) consecutive Fiscal Quarters ending June 30, 2002, the
         US Borrower and its Subsidiaries and Eligible Joint Ventures may make
         Discretionary Capital Expenditures during such consecutive four (4)
         Fiscal Quarter period for the expansion or renovation of Hotels in a
         aggregate amount not to exceed 4.5% of Consolidated Total Revenue
         during such four (4) consecutive Fiscal Quarter period."

II.      Miscellaneous Provisions

         1. In order to induce the Lenders to enter into this Second Amendment,
each Borrower hereby represents and warrants on behalf of itself and its
respective Subsidiaries that (i) the representations and warranties of contained
in Article IV of the Credit Agreement are true and correct in all material
respects on and as of the Second Amendment Effective Date (as defined below)
(except with respect to any representations and warranties limited by their
terms to a specific date, which shall be true and correct in all material
respects as of such date), and (ii) there exists no Default or Event of Default
under the Credit Agreement on the Second Amendment Effective Date, in each case
both before and after giving effect to this Second Amendment.



                                      -4-
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         2. The US Borrower hereby agrees to pay each Lender which delivers an
executed copy of this Second Amendment (by hard copy or facsimile) to the
Administrative Agent by no later than 5:00 p.m. (New York time) on June 24,
2002, a fee (the "Amendment Fee") in an amount equal to 0.125% of such Lender's
Revolving Credit Commitment, which Amendment Fee shall be due and payable on the
first Business Day following the date on which the Super Majority Lenders shall
have executed and delivered this Second Amendment.

         3. This Second Amendment is limited as specified and shall not
constitute an amendment, modification, acceptance or waiver of any other
provision of the Credit Agreement or any other Loan Document.

         4. THIS SECOND AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES
HEREUNDER SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE
STATE OF NEW YORK.

         5. This Second Amendment shall become effective on the date (the
"Second Amendment Effective Date") when each Borrower and the Super Majority
Lenders shall have signed a counterpart hereof (whether the same or different
counterparts) and shall have delivered (including by way of telecopier) the same
to the Administrative Agent.

         6. From and after the Second Amendment Effective Date, all references
in the Credit Agreement and in the other Loan Documents shall be deemed to be
referenced to the Credit Agreement as modified hereby.


                                      * * *



                                      -5-
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                                          FELCOR LODGING TRUST
                                           INCORPORATED


                                          By: /s/ ANDREW J. WELCH
                                             -------------------------------
                                             Name:  Andrew J. Welch
                                             Title: Senior Vice President


                                          FELCOR LODGING LIMITED
                                           PARTNERSHIP


                                          By: FelCor Lodging Trust Incorporated,
                                              its general partner


                                          By: /s/ ANDREW J. WELCH
                                             -----------------------------------
                                             Name:  Andrew J. Welch
                                             Title: Senior Vice President


                                           FELCOR CANADA, CO.


                                           By: /s/ ANDREW J. WELCH
                                              ----------------------------------
                                              Name:  Andrew J. Welch
                                              Title: Senior Vice President


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                                         JPMORGAN CHASE BANK (f/k/a The Chase
                                            Manhattan Bank), Individually and as
                                            Administrative Agent


                                         By: /s/ CHARLES E. HOAGLAND
                                            ------------------------------------
                                            Name:  Charles E. Hoagland
                                            Title: Vice President


                                         J.P. MORGAN BANK CANADA (f/k/a The
                                              Chase Manhattan Bank of Canada),
                                              as Administrative Agent


                                         By: /s/ CHRISTINE CHAN
                                            ------------------------------------
                                            Name:  Christine Chan
                                            Title: Vice President


                                         By: /s/ DREW McDONA
                                            ------------------------------------
                                            Name:  DREW McDONA
                                            Title: Vice President


                                         JPMORGAN CHASE BANK, TORONTO
                                           BRANCH (f/k/a The Chase Manhattan
                                           BANK, TORONTO BRANCH)


                                         By: /s/ CHRISTINE CHAN
                                            ------------------------------------
                                            Name:  Christine Chan
                                            Title: Vice President


                                         By: /s/ DREW McDONA
                                            ------------------------------------
                                            Name:  DREW McDONA
                                            Title: Vice President


                                   Remainder of Signatures Intentionally Omitted

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