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                                                                EXHIBIT 10.31.4

             SECOND AMENDMENT TO NOTE, LOAN AGREEMENT, ENVIRONMENTAL
                  INDEMNITY AGREEMENT AND OTHER LOAN DOCUMENTS

         SECOND AMENDMENT TO NOTE, LOAN AGREEMENT, ENVIRONMENTAL INDEMNITY
AGREEMENT AND OTHER LOAN DOCUMENTS (this "Amendment") made the 23rd day of
October, 2003, by each of the entities identified on Schedule I attached hereto,
each having an address at c/o FelCor Lodging Trust Incorporated, 545 East John
Carpenter Freeway, Suite 1300, Irving, Texas 75062 (individually and
collectively, as the context may require, "Original Owner"), each of the
entities identified on Schedule II attached hereto, each having an address at
c/o FelCor Lodging Trust Incorporated, 545 East John Carpenter Freeway, Suite
1300, Irving, Texas 75062 (individually and collectively, as the context may
require, "Original Operating Lessee") (Original Owner and Original Operating
Lessee, individually and collectively, as the context may require, "Original
Loan Party"), each of the entities identified on Schedule III attached hereto,
each having an address at c/o FelCor Lodging Trust Incorporated, 545 East John
Carpenter Freeway, Suite 1300, Irving, Texas 75062 (individually and
collectively, as the context may require, "Additional Owner"), each of the
entities identified on Schedule IV attached hereto, each having an address at
c/o FelCor Lodging Trust Incorporated, 545 East John Carpenter Freeway, Suite
1300, Irving, Texas 75062 (individually and collectively, as the context may
require, "Additional Operating Lessee") (Additional Owner and Additional
Operating Lessee, individually and collectively, as the context may require,
"Additional Loan Party"), FELCOR LODGING LIMITED PARTNERSHIP, a Delaware limited
partnership, having an address at c/o FelCor Lodging Trust Incorporated, 545
East John Carpenter Freeway, Suite 1300, Irving, Texas 75062 ("FelCor Lodging";
Original Loan Party, FelCor Lodging and Additional Loan Party hereinafter
referred to, individually and collectively, as the context may require, as "Loan
Party"), and JPMORGAN CHASE BANK, a New York banking corporation, having an
address at 270 Park Avenue, New York, New York 10017 ("Lender").

                                    RECITALS:

         Lender has made a loan (the "Loan") to Original Owner and FELCOR/JPM
BWI HOTEL, L.L.C., a Delaware limited liability company ("FelCor BWI"; together
with Original Owner (other than FELCOR HOTEL ASSET COMPANY, L.L.C.),
individually and collectively, as the context may require, "Original Borrower")
in the principal amount of TWO HUNDRED MILLION AND 00/100 DOLLARS
($200,000,000.00), or so much thereof as may be advanced pursuant to a Loan
Facility Agreement, dated June 18, 2003, among Original Borrower, FCH/DT BWI
HOTEL, L.L.C., a Delaware limited liability company ("FCH BWI") and Lender (the
"Original Loan Agreement"), as amended by that certain First Amendment to Note,
Loan Agreement, Environmental Indemnity Agreement and Other Loan Documents,
dated July 31, 2003, among Original Loan Party, FelCor BWI, FCH BWI, FelCor
Lodging, certain affiliates of Original Loan Party and Lender (the "First
Amendment"; together with the Original Loan Agreement and as the same may be
amended, restated, replaced, supplemented or otherwise modified from time to
time, the "Loan Agreement"), which Loan is evidenced by the Note and secured by,
among other things, the Security Instruments. The Loan is further secured or
evidenced by that certain Environmental Indemnity Agreement, dated June 18,
2003, given by Original Loan Party and FelCor Lodging (individually and
collectively, as the context may require, "Indemnitor") to Lender (the
"Environmental Indemnity").

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         On the date hereof and pursuant to Section 2.9 of the Loan Agreement,
Additional Owner and Additional Operating Lessee are being added as additional
Borrowers and additional Operating Lessees, respectively, under the Loan
Agreement. Loan Party and Lender have agreed in the manner hereinafter set forth
to modify the terms and provisions of the Note, the Loan Agreement, the
Environmental Indemnity and the other Loan Documents to reflect the foregoing.
All capitalized terms not otherwise defined herein shall have the meaning
ascribed to them in the Loan Agreement.

         In consideration of the foregoing and other valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties hereto
consent and agree as follows:

         1.       Additional Owner does hereby, jointly and severally, assume
the Debt and all of the Obligations and agrees to pay the principal sum of the
Loan together with interest at the applicable interest rate in accordance with
the terms of the Loan Documents, as modified, and to observe, comply with and
perform all of the terms, covenants, conditions and indemnifications of the Loan
Documents on the part of Borrower to be performed arising from and after the
date hereof, as modified, with the same force and effect as if the Loan
Documents had originally been executed by Additional Owner. Additional Owner
hereby ratifies and confirms to Lender as of the date hereof that, except as
otherwise expressly and specifically modified by this Amendment, all of the
terms, representations, warranties, covenants, indemnifications and provisions
of the Loan Documents are and shall remain in full force and effect, and are
true and correct with respect to Additional Owner as Borrower and Indemnitor
thereunder, as of the date hereof.

         2.       Additional Operating Lessee does hereby, jointly and
severally, agree to observe, comply with and perform all of the terms,
covenants, conditions and indemnifications of the Loan Documents on the part of
Operating Lessee to be performed arising from and after the date hereof, as
modified, with the same force and effect as if the Loan Documents had originally
been executed by Additional Operating Lessee. Additional Operating Lessee hereby
ratifies and confirms to Lender as of the date hereof that, except as otherwise
expressly and specifically modified by this Amendment, all of the terms,
representations, warranties, covenants, indemnifications and provisions of the
Loan Documents are and shall remain in full force and effect, and are true and
correct with respect to Additional Operating Lessee as Operating Lessee and
Indemnitor thereunder, as of the date hereof.

         3.       Original Borrower and Additional Owner confirm that they are
jointly and severally liable for the payment in full of the Loan and all other
sums owing under any of the Loan Documents and the performance of all of the
Obligations. Notwithstanding anything to the contrary contained in this
Amendment, the liability of Original Borrower and Additional Owner, as Borrower
under the Loan Agreement, to pay the Debt and for the performance of the other
agreements, covenants and obligations contained herein and in the Note, the
Security Instruments, the Loan Agreement and the other Loan Documents shall be
limited as set forth in Section 9.4 of the Loan Agreement.

         4.       The Loan Documents are modified such that:

                  (a)      Wherever the term "Borrower" appears in the Loan
Documents, it shall be deemed to include Additional Owner; and

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                  (b)      Wherever the term "Operating Lessee" appears in the
Loan Documents, it shall be deemed to include Additional Operating Lessee.

         5.       The Environmental Indemnity is modified such that:

                  (a)      Wherever the term "Indemnitor" appears in the
Environmental Indemnity, it shall be deemed to include Additional Loan Party;

                  (b)      Wherever the term "Owner" appears in the
Environmental Indemnity, it shall be deemed to include Additional Owner; and

                  (c)      Wherever the term "Operating Lessee" appears in the
Environmental Indemnity, it shall be deemed to include Additional Operating
Lessee.

         6.       The following are hereby added as new definitions in Section
1.1 of the Loan Agreement entitled "DEFINITIONS":

                  "90/10 Properties" shall mean, collectively, the Austin
                  Property, the Denver Property, the Maryland Property, the Troy
                  Property and the Wilmington Property.

                  "Atlanta CP Property" shall mean that certain Property
                  commonly known as Atlanta Airport - Crowne Plaza located in
                  Atlanta, Georgia.

                  "Austin Town Lake Property" shall mean that certain Property
                  commonly known as Austin Town Lake - Holiday Inn located in
                  Austin, Texas.

                  "CMBS Concentration Account" shall have the meaning provided
                  in Section 9.1.5 hereof.

                  "CMBS Loan Agreement" shall have the meaning provided in
                  Section 9.1.5 hereof.

                  "Conversion Property" shall have the meaning provided in
                  Section 9.1.5 hereof.

                  "Denver Property" shall mean that certain Property commonly
                  known as DoubleTree Hotel - Denver located in Aurora,
                  Colorado.

                  "Hedging Losses" shall mean any actual losses incurred by
                  Lender in connection with the termination of any interest rate
                  hedging transaction entered into by Lender relating to the
                  portion of the Available Facility Amount attributable to such
                  Property; provided, however, that no Hedging Losses shall be
                  applicable in connection with the Floating Rate CMBS Loan.

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                  "LBV Property" shall mean that certain Property commonly known
                  as DoubleTree Guest Suites - Walt Disney World Resort located
                  in Lake Buena Vista, Florida.

                  "LBV Property Estoppel Work" shall have the meaning provided
                  in Section 5.6 hereof.

                  "LBV Property Estoppel Work Account" shall have the meaning
                  provided in Section 5.6 hereof.

                  "Lender's Floating Rate Conversion Notice" shall have the
                  meaning provided in Section 9.2.1(c)(i) hereof.

                  "Orlando International Drive Property" shall mean that certain
                  Property commonly known as Holiday Inn - International Drive
                  located in Orlando, Florida.

                  "Proposed Floating Rate CMBS Loan Properties" shall mean the
                  following Properties and no other Properties: (i) the Atlanta
                  CP Property, (ii) the Austin Town Lake Property, (iii) the LBV
                  Property, (iv) the Mandalay Beach Property, and (v) the
                  Orlando International Drive Property.

                  "Troy Property" shall mean that certain Property commonly
                  known as Embassy Suites Hotel - Troy located in Troy,
                  Michigan.

                  "Wilmington Property" shall mean that certain Property
                  commonly known as DoubleTree Hotel located in Wilmington,
                  Delaware.

         7.       The definition of "Available Facility Amount" in Section 1.1
of the Loan Agreement entitled "DEFINITIONS" is hereby deleted in its entirety
and replaced with the following text:

                  "Available Facility Amount" shall mean the sum of (A) with
                  respect to the Proposed Floating Rate CMBS Loan Properties,
                  that portion of the Facility Amount equal to the maximum
                  hypothetical loan amount applicable to the Floating Rate CMBS
                  Loan which satisfies (i) a loan to value ratio of forty-eight
                  percent (48%) and (ii) a Debt Service Coverage Ratio of
                  1.53:1.00, each as determined in the aggregate for all of the
                  Proposed Floating Rate CMBS Loan Properties and (B) with
                  respect to each of the Properties other than the Proposed
                  Floating Rate CMBS Loan Properties, that portion of the
                  Facility Amount equal to the aggregate maximum hypothetical
                  loan amounts applicable to each Fixed Rate CMBS Loan relating
                  to such Property which satisfies (i) a loan to value ratio of
                  sixty percent (60%) and (ii) a Debt Service Coverage Ratio of
                  1.30:1.00; provided, however, in no

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                  event shall the Available Facility Amount exceed the Facility
                  Amount.

         8.       The following text is hereby added as a new Section 5.5 of the
Loan Agreement:

                  Section 5.5 Troy Property Special Product Evaluation. Borrower
                  shall (a) comply with the requirements of Hilton Hotels
                  Corporation set forth in the Notice of Default & Termination
                  letter from Hilton Hotels Corporation, dated July 14, 2003,
                  relating to the Troy Property, within the time frames set
                  forth therein, (b) complete any work required by Hilton Hotels
                  Corporation in connection with such Notice of Default &
                  Termination letter in a good and workmanlike manner, on a
                  lien-free basis and within the time frames required of
                  Borrower, and (c) use its commercially reasonable efforts to
                  prevent the Troy Property from failing to achieve an overall
                  "Acceptable" score on the Special Product Evaluation scheduled
                  for December 1, 2003. Borrower shall deliver to Lender a
                  letter from Hilton Hotels Corporation confirming that the Troy
                  Property has achieved such "Acceptable" score no later than
                  the earlier of (A) two (2) Business Days following the receipt
                  of such letter from Hilton Hotels Corporation or (B) January
                  31, 2004. Failure to comply with any provision of this Section
                  5.5 shall, at Lender's option, be deemed an Event of Default
                  hereunder, the Troy Property shall be removed from the Loan
                  facility and Borrower shall within ten (10) Business Days of
                  any such failure, prepay the outstanding principal balance of
                  the Loan (together with any prepayment premiums and/or Hedging
                  Losses) by any amount by which the then outstanding principal
                  balance of the Loan exceeds the Available Facility Amount
                  calculated without the inclusion of the Troy Property as
                  security for the Loan.

         9.       The following text is hereby added as a new Section 5.6 of the
Loan Agreement:

                  Section 5.6 LBV Property Estoppel Work Requirements. (a)
                  Borrower shall (i) comply with the requirements of Walt Disney
                  World Hospitality & Recreation Corporation set forth in the
                  Ground Lessor Estoppel and Agreement given by Walt Disney
                  World Hospitality & Recreation Corporation, dated October 23,
                  2003, relating to the LBV Property, within the time frames set
                  forth therein and (ii) complete the work described on Exhibit
                  D to such Ground Lessor Estoppel and Agreement (the "LBV
                  Property Estoppel Work") in a good and workmanlike manner, on
                  a lien-free basis and within the time frames set forth in such
                  Exhibit D. Within ten (10) days of written request from
                  Lender, Borrower shall deliver to Lender evidence satisfactory
                  to Lender in all respects that the LBV Property Estoppel Work
                  required to be

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                  completed as of such written request date has either been (x)
                  completed in a good and workmanlike, on a lien-free basis and
                  within the time frames set forth in such Exhibit D or (y)
                  waived by Walt Disney World Hospitality & Recreation
                  Corporation. Failure to comply with any provision of this
                  Section 5.6 shall, at Lender's option, be deemed an Event of
                  Default hereunder, the LBV Property shall be removed from the
                  Loan facility and Borrower shall within ten (10) Business Days
                  of any such failure, prepay the outstanding principal balance
                  of the Loan (together with any prepayment premiums and/or
                  Hedging Losses) by any amount by which the then outstanding
                  principal balance of the Loan exceeds the Available Facility
                  Amount calculated without the inclusion of the LBV Property as
                  security for the Loan.

                  (b)      In connection with the LBV Property Estoppel Work, at
                  Lender's option at the time of the Floating Rate CMBS
                  Conversion, Borrower shall deposit into an escrow account with
                  Lender (the "LBV Property Estoppel Work Account"), an amount
                  which is one-hundred twenty five percent (125%) of the amount
                  reasonably determined by Lender to be necessary to complete
                  the LBV Property Estoppel Work. Amounts so deposited with
                  Lender shall be held by Lender in accordance with Section 7.7
                  hereof. Amounts deposited in the LBV Property Estoppel Work
                  Account shall be held as additional collateral for the Loan
                  and Borrower shall be entitled to receive a disbursement of
                  all of the amounts contained in such LBV Property Estoppel
                  Work Account upon delivery to Lender of evidence satisfactory
                  to Lender in all respects that the LBV Property Estoppel Work
                  has been completed in a good and workmanlike, on a lien-free
                  basis and within the time frames set forth in such Exhibit D.
                  The provisions of this Section 5.6(b) shall be incorporated
                  into the Floating Rate Conversion Documents applicable to the
                  LBV Property.

         10.      The following text is hereby added as a new Section 9.1.4 of
the Loan Agreement:

                  Section 9.1.4. Troy Property. Notwithstanding anything to the
                  contrary contained in Section 9.1 hereof, in the event that
                  the Troy Property is selected to be the Fixed Rate CMBS
                  Collateral for a Fixed Rate CMBS Loan but such Fixed Rate CMBS
                  Loan is removed from a Securitization involving such Fixed
                  Rate CMBS Loan due to investor rejection of such Fixed Rate
                  CMBS Loan, Borrower shall either (i) within ten (10) Business
                  Days of notice from Lender of such rejection, prepay (without
                  the payment of any prepayment premium) the outstanding
                  principal balance of such Fixed Rate CMBS Loan or (ii) within
                  the time period set forth below, cause the release of the Troy
                  Property from the Lien of its applicable Security Instrument
                  and substitute therefor another hotel

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                  property in accordance with Section 2.5 hereof (including,
                  without limitation, obtaining the approval of Lender's
                  internal credit committee(s)), provided, however, in
                  connection with such release and substitution, the Substitute
                  Property shall not be counted towards the three (3) Property
                  limitation set forth in subsection (a) thereof and the time
                  period set forth in subsection (b) thereof in which to
                  identify a proposed Substitute Property shall be reduced to
                  ten (10) Business Days.

                  If Borrower elects to release the Troy Property in accordance
                  with subsection (ii) above, (A) Borrower shall promptly
                  identify a proposed Substitute Property for Lender's
                  preliminary approval together with a statement of Net Cash
                  Flow and historical operating statistics for such proposed
                  Substitute Property and any additional information reasonably
                  requested by Lender; (B) Lender shall notify Borrower of its
                  preliminary approval or disapproval of such proposed
                  Substitute Property within two (2) Business Days following
                  Lender's receipt of the statements and information referenced
                  in (A) above, which such approval or disapproval shall be
                  based upon Lender's reasonable discretion in accordance with
                  Lender's then current Commercial Lending Program Criteria; and
                  (C) if Lender has given its preliminary disapproval of such
                  proposed Substitute Property, Borrower shall promptly identify
                  another proposed Substitute Property for Lender's preliminary
                  approval in accordance with (A) and (B) above and this process
                  shall continue until the earlier of (x) Lender's preliminary
                  approval of a proposed Substitute Property or (y) ten (10)
                  Business Days of notice from Lender of the rejection of the
                  Fixed Rate CMBS Loan involving the Troy Property.

                  If Borrower fails to receive Lender's preliminary approval of
                  a proposed Substitute Property within such ten (10) Business
                  Day period, Borrower shall no longer be permitted to release
                  the Troy Property in accordance with subsection (ii) above and
                  shall instead, within ten (10) Business Days following the
                  expiration of such preliminary approval period, prepay
                  (without the payment of any prepayment premium) the
                  outstanding principal balance of such Fixed Rate CMBS Loan. If
                  Borrower shall have received Lender's preliminary approval of
                  a proposed Substitute Property within such ten (10) Business
                  Day period but shall have failed to cause the release of the
                  Troy Property from the Lien of its applicable Security
                  Instrument and substitute therefor such proposed Substitute
                  Property in accordance with Section 2.5 hereof within
                  forty-five (45) days of notice from Lender of the rejection of
                  the Fixed Rate CMBS Loan involving the Troy Property, Borrower
                  shall no longer be permitted to release the Troy Property in
                  accordance with subsection (ii) above and shall instead,
                  within ten

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                  (10) Business Days following such forty-five (45) day period,
                  prepay (without the payment of any prepayment premium) the
                  outstanding principal balance of such Fixed Rate CMBS Loan.
                  During such forty-five (45) day period, Lender agrees that it
                  shall not unreasonably delay or withhold any consents or
                  approvals required by Borrower pursuant to Section 2.5 hereof
                  nor unreasonably delay in ordering or obtaining any
                  third-party reports or other documents required to be ordered
                  or obtained by Lender pursuant to Section 2.5 hereof.

                  In the event that the (x) removal of the Fixed Rate CMBS Loan
                  involving the Troy Property from a Securitization due to
                  investor rejection, (y) prepayment referenced in subsection
                  (i) above or (z) release and substitution of the Troy Property
                  in accordance with subsection (ii) above, results in Lender
                  incurring any Hedging Losses, Borrower agrees to pay to
                  Lender, upon demand, the amount of such Hedging Losses.

         11.      The following text is hereby added as a new Section 9.1.5 of
the Loan Agreement:

                  Section 9.1.5. Revised Cash Management. At the request of
                  Borrower, and in connection with any Property serving as
                  collateral to a Fixed Rate CMBS Loan (a "Conversion Property")
                  and if such Fixed Rate CMBS Loan requires the establishment
                  and implementation of a cash management system, Lender shall
                  cooperate with Borrower to revise the cash management
                  provisions of the loan agreement to such Fixed Rate CMBS Loan
                  (the "CMBS Loan Agreement") to provide that: (i) Borrower may
                  establish a Concentration Account (the "CMBS Concentration
                  Account") in connection with any Conversion Property; (ii) any
                  funds contained in the Property Account for such Conversion
                  Property shall be transferred from the Property Account into
                  such CMBS Concentration Account; and (iii) the Manager for
                  such Property may make withdrawals from such CMBS
                  Concentration Account as if such CMBS Concentration Account
                  were the Property Account under the form of loan agreement
                  attached to the Loan Agreement as Exhibit BB.

         12.      The text of Section 9.2.1(a)(v) of the Loan Agreement entitled
"Floating Rate Conversion" is hereby deleted in its entirety and replaced with
the following text:

                  (v)      the original principal balance of the Floating Rate
                  CMBS Loan shall be equal to the maximum amount in order for
                  the Floating Rate CMBS Loan to achieve (i) a loan to value
                  ratio of forty-eight percent (48%) and (ii) a Debt Service
                  Coverage Ratio of 1.53:1.00, each as determined in the
                  aggregate for all of the Proposed Floating Rate CMBS Loan
                  Properties; provided,

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                  however, if Lender determines an original principal balance
                  for the Floating Rate CMBS Loan of less than $75,000,000.00,
                  Borrower may add any one or two Properties (other than the
                  Proposed Floating Rate CMBS Loan Properties, the 90/10
                  Properties or any Property which is selected to be Fixed Rate
                  CMBS Collateral) as additional collateral for the Floating
                  Rate CMBS Loan, provided, that Borrower shall not be entitled
                  to add any Properties if Lender, in its reasonable discretion,
                  determines that the addition of one or both Properties would
                  adversely affect the value, marketability and/or pricing of
                  such Floating Rate CMBS Loan. In the event that Lender
                  determines that one or both Properties can be added as
                  collateral for the Floating Rate CMBS Loan, Lender shall
                  re-determine the original principal balance for the Floating
                  Rate CMBS Loan factoring in such additional Property or
                  Properties in accordance with the provisions of this Section
                  9.2.1(a)(v), provided, however such original principal balance
                  shall not be greater than $75,000,000.00;

         13.      The text of Section 9.2.1(a)(vi) of the Loan Agreement
entitled "Floating Rate Conversion" is hereby deleted in its entirety and
replaced with the following text:

                  (vi)     Lender shall determine in its reasonable discretion
                  that the last dollar of such Floating Rate CMBS Loan shall be
                  rated no less than Investment Grade from each of the Rating
                  Agencies applying the then current standards of such Rating
                  Agencies in evaluating floating rate CMBS loans;

         14.      The following text is hereby added as new Sections 9.2.1(c)
and (d) of the Loan Agreement:

                  (c)      On or before the Maturity Date, Lender may engage in
                  a Floating Rate CMBS Conversion subject to the terms and
                  conditions set forth below. Upon Lender's exercise of the
                  Floating Rate CMBS Conversion and execution of the Floating
                  Rate Conversion Documents, the portion of the Loan that is the
                  subject of such Floating Rate CMBS Conversion shall
                  automatically convert into a Floating Rate CMBS Loan and the
                  Property secured thereby shall no longer be deemed a Property
                  hereunder. Lender shall not have the right to exercise the
                  Floating Rate CMBS Conversion unless and until the conditions
                  in subsection (i), (ii) and (iv) below have been satisfied:

                  (i)      Lender shall have given notice (the "Lender's
                  Floating Rate Conversion Notice") to Borrower of the Floating
                  Rate Conversion Date; which notice shall be given to Borrower
                  at least thirty (30) days prior to the Floating Rate
                  Conversion Date unless Lender has waived Borrower's obligation
                  to comply with the provisions of

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                  Section 9.2.1(c)(v) below (as it relates to 9.1.1(iv)(A), (C)
                  and (D) hereof and as they relating to the Floating Rate CMBS
                  Collateral); and provided, however, that Lender agrees not to
                  give the Lender's Floating Rate Conversion Notice unless the
                  then outstanding principal balance of the Loan is equal to or
                  greater than the proposed original principal balance of the
                  Floating Rate CMBS Loan calculated pursuant to Section
                  9.2.1(c)(ii) below.

                  (ii)     The original principal balance of the Floating Rate
                  CMBS Loan shall be equal to the maximum amount in order for
                  the Floating Rate CMBS Loan to achieve (i) a loan to value
                  ratio of forty-eight percent (48%) and (ii) a Debt Service
                  Coverage Ratio of 1.53:1.00, each as determined in the
                  aggregate for all of the Proposed Floating Rate CMBS Loan
                  Properties (subject to Lender's right to adjust such original
                  principal balance in accordance with Section 9.2.2(d) hereof);
                  provided, however, if Lender determines an original principal
                  balance for the Floating Rate CMBS Loan of less than
                  $75,000,000.00, Borrower may add any one or two Properties
                  (other than the Proposed Floating Rate CMBS Loan Properties,
                  the 90/10 Properties or any Property which is selected to be
                  Fixed Rate CMBS Collateral) as additional collateral for the
                  Floating Rate CMBS Loan, provided, that Borrower shall not be
                  entitled to add any Properties if Lender, in its reasonable
                  discretion, determines that the addition of one or both
                  Properties would adversely affect the value, marketability
                  and/or pricing of such Floating Rate CMBS Loan. In the event
                  that Lender determines that one or both Properties can be
                  added as collateral for the Floating Rate CMBS Loan, Lender
                  shall re-determine the original principal balance for the
                  Floating Rate CMBS Loan factoring in such additional Property
                  or Properties in accordance with the provisions of this
                  Section 9.2.1(c)(ii), provided, however such original
                  principal balance shall not be greater than $75,000,000.00.

                  (iii)    Lender shall determine in its reasonable discretion
                  that the last dollar of such Floating Rate CMBS Loan shall be
                  rated no less than Investment Grade from each of the Rating
                  Agencies applying the then current standards of such Rating
                  Agencies in evaluating floating rate CMBS loans.

                  (iv)     Lender shall have provided Borrower with all of the
                  Floating Rate Conversion Documents not later than five (5)
                  Business Days prior to the Floating Rate Conversion Date.

                  (v)      Borrower shall have provided Lender with all of the
                  Conversion Documents (relating to the Floating Rate CMBS Loan)

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                  not later than five (5) Business Days prior to the Floating
                  Rate Conversion Date.

                  (vi)     Lender shall have received evidence that no
                  circumstances or conditions regarding the Floating Rate CMBS
                  Collateral, Borrower, FelCor, Manager, Franchisor or Operating
                  Lessee or any tenant under a Major Lease exist that could
                  reasonably be expected to (A) cause the Floating Rate CMBS
                  Loan to become in default or (B) adversely affect the value or
                  marketability of the Floating Rate CMBS Loan.

                  (vii)    Borrower and, if applicable, FelCor shall have
                  executed and delivered to Lender the Floating Rate Conversion
                  Documents; provided, however, in the event of any
                  inconsistencies between the terms and conditions of the
                  Floating Rate Conversion Documents and the provisions of the
                  then current Commercial Lending Program Criteria, the terms
                  and conditions of the then current Commercial Lending Program
                  Criteria shall control and be binding, except with respect to
                  the determination of the applicable interest rate and the CMBS
                  Loan Amount for which the terms and conditions of the Floating
                  Rate Conversion Documents shall control and be binding. The
                  Floating Rate Conversion Documents will require, among other
                  things, (A) reserves and/or escrow as reasonably determined by
                  Lender, including, without limitation, tax and insurance
                  escrows, replacement reserves and required repair reserves,
                  (B) full cash management provisions and (C) that the financial
                  statements of Borrower and/or Operating Lessee be audited by a
                  certified public accountant.

                  (viii)   Lender shall have received (A) an opinion of counsel
                  with respect to the execution, delivery and enforceability of
                  the Floating Rate Conversion Documents and (B) an update or
                  revised Insolvency Opinion, each such opinion shall be in
                  form, scope and from counsel reasonably acceptable to Lender.

                  (ix)     Borrower shall have paid to Lender the origination
                  fee required pursuant to Section 9.2.2(a)(iv) hereof.

                  (d)      Borrower shall have satisfied, or caused the
                  satisfaction of, such other requirements and/or conditions as
                  are then reasonably being required by Lender with respect to
                  floating rate loans being made by Lender for the purpose of
                  resale into the secondary mortgage market (including, without
                  limitation, the execution and delivery by Borrower of any
                  supplemental documentation then being reasonably required by
                  Lender).

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         15.      The following text is hereby added as a new Section 9.2.1(e)
of the Loan Agreement:

                  (e)      Notwithstanding anything to the contrary contained in
                  Sections 9.1 or 9.2 to the contrary, the collateral for the
                  Floating Rate CMBS Loan shall be the Proposed Floating Rate
                  CMBS Loan Properties and the additional Property or
                  Properties, if any, selected to be collateral for the Floating
                  Rate CMBS Loan pursuant to Section 9.2.1(a)(v) hereof or
                  Section 9.2.1(c)(ii) hereof.

         16.      The following text is hereby added as a new Section 9.2.2(d)
of the Loan Agreement:

                  (d)      Upon Borrower's request to Lender, on or subsequent
                  to the giving of a Floating Rate Conversion Notice or the
                  receipt of Lender's Floating Rate Conversion Notice but prior
                  to the Floating Rate Conversion Date, the holder of the direct
                  interest in Borrower may obtain mezzanine financing in the
                  event that Lender has reasonably determined that such
                  mezzanine financing satisfies Lender's then current and
                  customary underwriting standards for mezzanine financings and
                  Lender's then current Commercial Lending Program Criteria,
                  including, without limitation, (i) the identity of the
                  proposed mezzanine lender, (ii) the amount of the proposed
                  mezzanine financing, (iii) the maturity date of the proposed
                  mezzanine financing, (iv) the interest rate of the proposed
                  mezzanine financing, (v) any other material terms of the
                  proposed mezzanine financing, (vi) the probability of
                  obtaining a suitable intercreditor agreement, and (vii) the
                  marketability and/or pricing of CMBS mortgage loans with
                  underlying mezzanine financing. In connection with the
                  approval of any such mezzanine financing, Lender shall have
                  the right to adjust the original principal balance of the
                  Floating Rate CMBS Loan accordingly taking into consideration,
                  among other things, any or all of the above criteria and/or
                  the effect of such proposed mezzanine financing on the
                  origination, value, marketability and/or pricing of such
                  Floating Rate CMBS Loan.

         17.      The following text is hereby added as a new Section
9.4(b)(xiv) to the Loan Agreement and shall be incorporated into the Conversion
Amended Loan Documents or the Floating Rate Conversion Documents (including any
guaranty in connection therewith) applicable to the Austin Town Lake Property
(with such conforming revisions as may be necessary in connection therewith):

                  (xiv)    any Loss resulting from the Austin Town Lake
                  Property's failure to comply with all applicable zoning laws
                  and ordinances relating to the number of parking spaces;
                  provided, however, Borrower shall have no liability pursuant
                  to this Section 9.4(b)(xiv)

                                     - 12 -
<PAGE>

                  from and after the date Borrower has delivered to Lender
                  evidence acceptable to Lender that the Austin Town Lake
                  Property complies with all applicable zoning laws and
                  ordinances relating to the number of parking spaces.

         18.      The following text is hereby added as a new Section 9.4(b)(xv)
to the Loan Agreement:

                  (xv)     any Loss resulting from Borrower's failure to (1)
                  prepay the Loan, if required, pursuant to the provisions of
                  Section 9.1.4 hereof (which such Loss shall, at a minimum, be
                  deemed to be equal to the amount of the prepayment due in
                  connection with such Section 9.1.4) and (2) pay the Hedging
                  Losses, if any were required to have been paid pursuant to the
                  provisions of such Section 9.1.4

         19.      The following text is hereby added as a new Section
9.4(b)(xvi) to the Loan Agreement and shall be incorporated into the Conversion
Amended Loan Documents (including any guaranty in connection therewith)
applicable to the Troy Property (with such conforming revisions as may be
necessary in connection therewith):

                  (xvi)    any Loss resulting from Borrower's failure to (1)
                  prepay the Loan, if required, pursuant to the provisions of
                  Section 5.5 hereof (which such Loss shall, at a minimum, be
                  deemed to be equal to the amount of the prepayment due in
                  connection with such Section 5.5) and (2) pay the Hedging
                  Losses, if any were required to have been paid pursuant to the
                  provisions of such Section 5.5

         20.      The following text is hereby added as a new Section
9.4(b)(xvii) to the Loan Agreement and shall be incorporated into the Floating
Rate Conversion Documents (including any guaranty in connection therewith)
applicable to the LBV Property (with such conforming revisions as may be
necessary in connection therewith):

                  (xvii)   any Loss resulting from Borrower's failure to prepay
                  the Loan, if required, pursuant to the provisions of Section
                  5.6 hereof (which such Loss shall, at a minimum, be deemed to
                  be equal to the amount of the prepayment due in connection
                  with such Section 5.6)

         21.      Effective as of the date hereof, the Available Facility Amount
is $176,172,018.00 and the Facility Amount is $200,000,000.00.

         22.      The Amended and Restated Letter Agreement, dated July 31,
2003, is hereby terminated and of no further force and effect.

         23.      Lender acknowledges that, with respect to the Ground Lease
applicable to the Atlanta CP Property only, Borrower's failure to comply with
the representations contained in Section 4.1.42(g) of the Loan Agreement shall
not constitute an Event of Default under the Loan Documents.

                                     - 13 -
<PAGE>

         24.      Attached as Schedule V hereto is a true, correct and complete
list of all of the Properties currently encumbered by the lien of a Security
Instrument or contemplated to be encumbered by the lien of a Security Instrument
pursuant to this Amendment.

         25.      FelCor Lodging hereby ratifies and confirms that it absolutely
and unconditionally guarantees to Lender the prompt and unconditional payment of
all obligations and liabilities of Borrower for which Borrower shall be
personally liable pursuant to Section 9.4 of the Loan Agreement, as amended by
this Amendment.

         26.      Loan Party acknowledges that, except as expressly set forth
herein, nothing contained herein shall be construed to relieve Loan Party from
its respective obligations under the Note, the Loan Agreement, the Security
Instruments, the Environmental Indemnity and the other Loan Documents.

         27.      Loan Party ratifies and confirms to Lender as of the date
hereof that, except as otherwise expressly and specifically modified by this
Amendment, all of the terms, covenants, indemnifications and provisions of the
Note, the Loan Agreement, the Security Instruments, the Environmental Indemnity
and the other Loan Documents are and shall remain in full force and effect
without change except as otherwise expressly and specifically modified by this
Amendment.

         28.      Loan Party represents, warrants and covenants that Loan Party
has full power, authority and legal right to execute this Amendment and to keep
and observe all of the terms of this Amendment on its part to be observed or
performed.

         29.      In the event of any conflict or ambiguity between the terms,
covenants and provisions of this Amendment and those of the Loan Agreement and
the other Loan Documents, the terms, covenants and provisions of this Amendment
shall control.

         30.      This Amendment may not be modified, amended, waived, changed
or terminated orally, but only by an agreement in writing signed by the party
against whom the enforcement of the modification, amendment, waiver, change or
termination is sought.

         31.      This Amendment shall be binding upon and inure to the benefit
of Loan Party, Lender and their respective successors and assigns.

         32.      This Amendment maybe executed in any number of duplicate
originals and each such duplicate original shall be deemed to constitute but one
and the same instrument.

         33.      If any term, covenant or condition of this Amendment shall be
held to be invalid, illegal or unenforceable in any respect, this Amendment
shall be construed without such provision.

         34.      This Amendment shall be governed by and construed in
accordance with the terms and provisions of Section 10.3 of the Loan Agreement.

                         [NO FURTHER TEXT ON THIS PAGE]

                                     - 14 -
<PAGE>

         IN WITNESS WHEREOF, Loan Party and Lender have executed this Amendment
the day and year first above written.

                                    ORIGINAL OWNER:

                                    FelCor/JPM Atlanta CP Hotel, L.L.C., a
                                    Delaware limited liability company

                                    By: /s/ Joel M. Eastman
                                        ----------------------------------------
                                        Joel M. Eastman
                                        Vice President

                                    FELCOR/JPM ATLANTA ES HOTEL, L.L.C., a
                                    Delaware limited liability company

                                    By: /s/ Joel M. Eastman
                                        ----------------------------------------
                                        Joel M. Eastman
                                        Vice President

                                    FELCOR/JPM AUSTIN HOLDINGS, L.P., a Delaware
                                    limited partnership

                                    By: FELCOR/JPM AUSTIN HOTEL, L.L.C., a
                                        Delaware limited liability company,
                                        its general partner

                                        By: /s/ Joel M. Eastman
                                            -----------------------------------
                                            Joel M. Eastman
                                            Vice President

                                    FELCOR/JPM MANDALAY HOTEL, L.L.C., a
                                    Delaware limited liability company

                                    By: /s/ Joel M. Eastman
                                        ----------------------------------------
                                        Joel M. Eastman
                                        Vice President

<PAGE>

                                    FELCOR/JPM ORLANDO HOTEL, L.L.C., a Delaware
                                    limited liability company

                                    By: /s/ Joel M. Eastman
                                        ----------------------------------------
                                        Joel M. Eastman
                                        Vice President

                                    FELCOR/JPM PHOENIX HOTEL, L.L.C., a Delaware
                                    limited liability company

                                    By: /s/ Joel M. Eastman
                                        ----------------------------------------
                                        Joel M. Eastman
                                        Vice President

                                    FELCOR/JPM WILMINGTON HOTEL, L.L.C., a
                                    Delaware limited liability company

                                    By: /s/ Joel M. Eastman
                                        ----------------------------------------
                                        Joel M. Eastman
                                        Vice President

<PAGE>

                                    ORIGINAL OPERATING LESSEE:

                                    DJONT/JPM ATLANTA CP LEASING, L.L.C., a
                                    Delaware limited liability company

                                    By: /s/ Joel M. Eastman
                                        ----------------------------------------
                                        Joel M. Eastman
                                        Vice President

                                    DJONT/JPM ATLANTA ES LEASING, L.L.C., a
                                    Delaware limited liability company

                                    By: /s/ Joel M. Eastman
                                        ----------------------------------------
                                        Joel M. Eastman
                                        Vice President

                                    DJONT/JPM AUSTIN LEASING, L.P., a Delaware
                                    limited partnership

                                    By: DJONT/JPM AUSTIN TENANT CO., L.L.C., a
                                        Delaware limited liability
                                        company, its general partner

                                        By: /s/ Joel M. Eastman
                                            -----------------------------------
                                            Joel M. Eastman
                                            Vice President

                                    DJONT/JPM MANDALAY LEASING, L.L.C., a
                                    Delaware limited liability company

                                    By: /s/ Joel M. Eastman
                                        ----------------------------------------
                                        Joel M. Eastman
                                        Vice President

<PAGE>

                                    DJONT/JPM ORLANDO LEASING, L.L.C., a
                                    Delaware limited liability company

                                    By: /s/ Joel M. Eastman
                                        ----------------------------------------
                                        Joel M. Eastman
                                        Vice President

                                    DJONT/JPM PHOENIX LEASING, L.L.C., a
                                    Delaware limited liability company

                                    By: /s/ Joel M. Eastman
                                        ----------------------------------------
                                        Joel M. Eastman
                                        Vice President

                                    DJONT/JPM WILMINGTON LEASING, L.L.C., a
                                    Delaware limited liability company

                                    By: /s/ Joel M. Eastman
                                        ----------------------------------------
                                        Joel M. Eastman
                                        Vice President

                                    DJONT/JPM BWI LEASING, L.L.C., a Delaware
                                    limited liability company

                                    By: /s/ Joel M. Eastman
                                        ----------------------------------------
                                        Joel M. Eastman
                                        Vice President

<PAGE>

                                    FELCOR LODGING:

                                    FELCOR LODGING LIMITED PARTNERSHIP, a
                                    Delaware limited partnership

                                    By: FELCOR LODGING TRUST INCORPORATED, a
                                    Maryland corporation, its general
                                        partner

                                        By: /s/ Joel M. Eastman
                                            -----------------------------------
                                            Joel M. Eastman
                                            Vice President

                                    FELCOR BWI:

                                    FELCOR/JPM BWI HOTEL, L.L.C., a Delaware
                                    limited liability company

                                    By: /s/ Joel M. Eastman
                                        ----------------------------------------
                                        Joel M. Eastman
                                        Vice President

<PAGE>

                                    ADDITIONAL OWNER:

                                    FELCOR/JPM AUSTIN HI HOLDINGS, L.P., a
                                    Delaware limited partnership

                                    By: FELCOR/JPM AUSTIN HI HOTEL, L.L.C., a
                                        Delaware limited liability
                                        company, its general partner

                                        By: /s/ Joel M. Eastman
                                            -----------------------------------
                                            Joel M. Eastman
                                            Vice President

                                    FELCOR/JPM BOCA RATON HOTEL, L.L.C., a
                                    Delaware limited liability company

                                    By: /s/ Joel M. Eastman
                                        ----------------------------------------
                                        Joel M. Eastman
                                        Vice President

                                    FELCOR/JPM DENVER HOTEL, L.L.C., a Delaware
                                    limited liability company

                                    By: /s/ Joel M. Eastman
                                        ----------------------------------------
                                        Joel M. Eastman
                                        Vice President

                                    FELCOR/JPM LBV HOTEL, L.L.C., a Delaware
                                    limited liability company

                                    By: /s/ Joel M. Eastman
                                        ----------------------------------------
                                        Joel M. Eastman
                                        Vice President

<PAGE>

                                    FELCOR/JPM ORLANDO I-DRIVE HOTEL, L.L.C., a
                                    Delaware limited liability company

                                    By: /s/ Joel M. Eastman
                                        ----------------------------------------
                                        Joel M. Eastman
                                        Vice President

                                    FELCOR/JPM TROY HOTEL, L.L.C., a Delaware
                                    limited liability company

                                    By: /s/ Joel M. Eastman
                                        ----------------------------------------
                                        Joel M. Eastman
                                        Vice President

<PAGE>

                                    ADDITIONAL OPERATING LESSEE:

                                    DJONT/JPM AUSTIN HI LEASING, L.P., a
                                    Delaware limited partnership

                                    By: DJONT/JPM AUSTIN HI TENANT CO., L.L.C.,
                                        a Delaware limited liability company,
                                        its general partner

                                        By: /s/ Joel M. Eastman
                                            -----------------------------------
                                            Joel M. Eastman
                                            Vice President

                                    DJONT/JPM BOCA RATON LEASING, L.L.C., a
                                    Delaware limited liability company

                                    By: /s/ Joel M. Eastman
                                        ----------------------------------------
                                        Joel M. Eastman
                                        Vice President

                                    DJONT/JPM DENVER LEASING, L.L.C., a Delaware
                                    limited liability company

                                    By: /s/ Joel M. Eastman
                                        ----------------------------------------
                                        Joel M. Eastman
                                        Vice President

                                    DJONT/JPM LBV LEASING, L.L.C., a Delaware
                                    limited liability company

                                    By: /s/ Joel M. Eastman
                                        ----------------------------------------
                                        Joel M. Eastman
                                        Vice President

<PAGE>

                                    DJONT/JPM ORLANDO I-DRIVE LEASING, L.L.C., a
                                    Delaware limited liability company

                                    By: /s/ Joel M. Eastman
                                        ----------------------------------------
                                        Joel M. Eastman
                                        Vice President

                                    DJONT/JPM TROY LEASING, L.L.C., a Delaware
                                    limited liability company

                                    By: /s/ Joel M. Eastman
                                        ----------------------------------------
                                        Joel M. Eastman
                                        Vice President

<PAGE>

                                    FCH/DT BWI HOTEL, L.L.C., a Delaware limited
                                    liability company

                                    By: /s/ Joel M. Eastman
                                        ----------------------------------------
                                        Joel M. Eastman
                                        Vice President

                                    FCH/DT BWI HOLDINGS, L.P., a Delaware
                                    limited partnership

                                    By: FCH/DT HOTELS, L.L.C., a Delaware
                                        limited liability company, its general
                                        partner

                                        By: /s/ Joel M. Eastman
                                            -----------------------------------
                                            Joel M. Eastman
                                            Vice President

<PAGE>

                                    ACKNOWLEDGED AND AGREED:

                                    FELCOR HOTEL ASSET COMPANY, L.L.C., a
                                    Delaware limited liability company

                                    By: /s/ Joel M. Eastman
                                        ----------------------------------------
                                        Joel M. Eastman
                                        Vice President

<PAGE>

                                    LENDER:

                                    JPMORGAN CHASE BANK, a New York banking
                                    corporation

                                    By:  /s/ Michael Mesard
                                        ----------------------------------------
                                        Name:  Michael Mesard
                                        Title: Vice President

<PAGE>

                                   SCHEDULE I

                                 ORIGINAL OWNER

1.       FelCor/JPM Atlanta CP Hotel, L.L.C., a Delaware limited liability
         company

2.       FelCor/JPM Atlanta ES Hotel, L.L.C., a Delaware limited liability
         company

3.       FelCor/JPM Austin Holdings, L.P., a Delaware limited partnership

4.       FelCor/JPM Mandalay Hotel, L.L.C., a Delaware limited liability company

5.       FelCor/JPM Nashville Hotel, L.L.C., a Delaware limited liability
         company (1)

6.       FelCor/JPM Orlando Hotel, L.L.C., a Delaware limited liability company

7.       FelCor/JPM Phoenix Hotel, L.L.C., a Delaware limited liability company

8.       FelCor/JPM Wilmington Hotel, L.L.C., a Delaware limited liability
         company

9.       FelCor Hotel Asset Company, L.L.C., a Delaware limited liability
         company (2)

---------------
(1) Original party to the Original Loan Agreement. Released of all liability
under the Original Loan Agreement pursuant to the First Amendment.

(2) Fee owner of the Holiday Inn Select - Orlando Airport property. Not a
borrower under the Note but an Indemnitor under the Environmental Indemnity.

<PAGE>

                                   SCHEDULE II

                            ORIGINAL OPERATING LESSEE

1.       DJONT/JPM Atlanta CP Leasing, L.L.C., a Delaware limited liability
         company

2.       DJONT/JPM Atlanta ES Leasing, L.L.C., a Delaware limited liability
         company

3.       DJONT/JPM Austin Leasing, L.P., a Delaware limited partnership

4.       DJONT/JPM BWI Leasing, L.L.C., a Delaware limited liability company

5.       DJONT/JPM Mandalay Leasing, L.L.C., a Delaware limited liability
         company

6.       DJONT/JPM Orlando Leasing, L.L.C., a Delaware limited liability company

7.       DJONT/JPM Phoenix Leasing, L.L.C., a Delaware limited liability company

8.       DJONT/JPM Wilmington Leasing, L.L.C., a Delaware limited liability
         company

<PAGE>

                                  SCHEDULE III

                                ADDITIONAL OWNER

1.       FelCor/JPM Austin HI Holdings, L.P., a Delaware limited partnership

2.       FelCor/JPM Boca Raton Hotel, L.L.C., a Delaware limited liability
         company

3.       FelCor/JPM Denver Hotel, L.L.C., a Delaware limited liability company

4.       FelCor/JPM LBV Hotel, L.L.C., a Delaware limited liability company

5.       FelCor/JPM Orlando I-Drive Hotel, L.L.C., a Delaware limited liability
         company

6.       FelCor/JPM Troy Hotel, L.L.C., a Delaware limited liability company

7.       FelCor Hotel Asset Company, L.L.C., a Delaware limited liability
         company(3)

-------------------
(3) Fee owner of the Embassy Suites Hotel - Boca Raton property and the Holiday
Inn Orlando International Drive Resort property. Not a borrower under the Note
but an Indemnitor under the Environmental Indemnity.

<PAGE>

                                   SCHEDULE IV

                           ADDITIONAL OPERATING LESSEE

1.       DJONT/JPM Austin HI Leasing, L.P., a Delaware limited partnership

2.       DJONT/JPM Boca Raton Leasing, L.L.C., a Delaware limited liability
         company

3.       DJONT/JPM Denver Leasing, L.L.C., a Delaware limited liability company

4.       DJONT/JPM LBV Leasing, L.L.C., a Delaware limited liability company

5.       DJONT/JPM Orlando I-Drive Leasing, L.L.C., a Delaware limited liability
         company

6.       DJONT/JPM Troy Leasing, L.L.C., a Delaware limited liability company

<PAGE>

                                   SCHEDULE V

                               LIST OF PROPERTIES

<TABLE>
<CAPTION>
                 Property Name               Property Address             Type           County             City          State
-------------------------------------------------------------------------------------------------------------------------------
<S>     <C>                              <C>                           <C>           <C>               <C>                <C>
1       Phoenix Biltmore Embassy Suites  2630 East Camelback           Fee           Maricopa          Phoenix             AZ
-------------------------------------------------------------------------------------------------------------------------------
2       Embassy Suites Mandalay Beach    2101 Mandalay Beach Road      Fee           Ventura           Oxnard              CA
-------------------------------------------------------------------------------------------------------------------------------
3       DoubleTree Hotel - Denver        13696 E. Iliff Place          Fee           Arapahoe          Aurora              CO
-------------------------------------------------------------------------------------------------------------------------------
4       DoubleTree Hotel                 4727 Concord Pike             Fee           New Castle        Wilmington          DE
-------------------------------------------------------------------------------------------------------------------------------
5       Holiday Inn Select               5750 T.G. Lee Boulevard       Acc. Fee /    Orange            Orlando             FL
        - Orlando Airport                                              Lease
-------------------------------------------------------------------------------------------------------------------------------
6       DoubleTree Guest Suites - Walt   2305 Hotel Plaza Boulevard    Lease         Orange            Lake Buena Vista    FL
        Disney World Resort
-------------------------------------------------------------------------------------------------------------------------------
7       Embassy Suites Hotel             661 N.W. 53rd Street          Acc. Fee /    Palm Beach        Boca Raton          FL
        - Boca Raton                                                   Lease
-------------------------------------------------------------------------------------------------------------------------------
8       Holiday Inn Orlando              6515 International Drive      Acc. Fee /    Orange            Orlando             FL
        International Drive Resort                                     Lease
-------------------------------------------------------------------------------------------------------------------------------
9       Atlanta Airport                  4700 Southport Road           Fee           13(th)            College Park        GA
        - Embassy Suites                                                             District-Fulton
-------------------------------------------------------------------------------------------------------------------------------
10      Atlanta Airport                  1325 Virginia Avenue          Fee / Lease   14th              Atlanta             GA
        - Crowne Plaza                                                               District-Fulton
-------------------------------------------------------------------------------------------------------------------------------
11      Embassy Suites BWI               1300 Concourse Drive          Acc. Fee /    Anne              Linthicum           MD
                                                                       Lease         Arundel
-------------------------------------------------------------------------------------------------------------------------------
12      Embassy Suites Hotel - Troy      850 Tower Drive               Fee           Oakland           Troy                MI
-------------------------------------------------------------------------------------------------------------------------------
13      DoubleTree Guest Suites          303 West 15th Street          Fee           Travis            Austin              TX
-------------------------------------------------------------------------------------------------------------------------------
14      Austin Town Lake -               20 North Interregional        Fee / Lease   Travis            Austin              TX
        Holiday Inn                      Highway (I35)
-------------------------------------------------------------------------------------------------------------------------------
</TABLE>

         Shaded Properties denote Properties added pursuant to the Second
Amendment.