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                                                                   EXHIBIT 10.29

                          REGISTRATION RIGHTS AGREEMENT




                               Dated June 4, 2001




                                      AMONG




                       FELCOR LODGING LIMITED PARTNERSHIP,

                        FELCOR LODGING TRUST INCORPORATED




                                       and




                        THE PLACEMENT AGENTS NAMED HEREIN



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                          REGISTRATION RIGHTS AGREEMENT

         THIS REGISTRATION RIGHTS AGREEMENT (this "AGREEMENT") is made and
entered into as of June 4, 2001, among FELCOR LODGING LIMITED PARTNERSHIP, a
Delaware limited partnership (the "OPERATING PARTNERSHIP"), FELCOR LODGING TRUST
INCORPORATED, a Maryland corporation ("FELCOR" and, together with the Operating
Partnership, the "COMPANY"), and DEUTSCHE BANC ALEX. BROWN INC., J.P. MORGAN
SECURITIES INC., BANC OF AMERICA SECURITIES LLC, SALOMON SMITH BARNEY INC.,
MORGAN STANLEY & CO. INCORPORATED, MERRILL LYNCH, PIERCE, FENNER & SMITH
INCORPORATED, SG COWEN SECURITIES CORPORATION, CREDIT LYONNAIS SECURITIES (USA)
INC., SCOTIA CAPITAL (USA) INC., BMO NESBITT BURNS CORP., FLEET SECURITIES,
INC., PNC CAPITAL MARKETS, INC. and WELLS FARGO BROKERAGE SERVICES, LLC, as
placement agents (collectively, the "PLACEMENT AGENTS").

         This Agreement is made pursuant to the Placement Agreement dated the
date hereof, between the Operating Partnership, FelCor and the Placement Agents
(the "PLACEMENT AGREEMENT"), which provides for the sale by the Operating
Partnership to the Placement Agents of $600,000,000 aggregate principal amount
of 8 1/2% Senior Notes due 2011 of the Operating Partnership (the "NOTES") to be
issued pursuant to the Indenture (as defined below). The Notes will be
guaranteed by FelCor and the Subsidiary Guarantors (as defined herein) so long
as they are obligors on other indebtedness of FelCor and the Operating
Partnership which is pari passu with or subordinated to the Notes. In order to
induce the Placement Agents to enter into the Placement Agreement, the Company
has agreed to provide to the Placement Agents and their direct and indirect
transferees the registration rights with respect to the Notes set forth in this
Agreement. The execution of this Agreement is a condition to the closing under
the Placement Agreement.

         In consideration of the foregoing, the parties hereto agree as follows:

         1. Definitions. As used in this Agreement, the following capitalized
defined terms shall have the following meanings:

         "1933 ACT" shall mean the Securities Act of 1933, as amended from time
to time.

         "1934 ACT" shall mean the Securities Exchange Act of 1934, as amended
from time to time.

         "CLOSING DATE" shall mean the Closing Date as defined in the Placement
Agreement.

         "COMPANY" shall have the meaning set forth in the preamble to this
Agreement and shall also include the Company's successors.

         "EXCHANGE NOTES" shall mean Notes issued by the Operating Partnership
under the Indenture containing terms identical to the Notes (except that (i)
interest thereon shall accrue from the last date on which interest was paid on
the Notes or, if no such interest has been paid, from June 4, 2001, (ii) the
Exchange Notes will not contain restrictions on transfer and (iii) certain
provisions relating to an increase in the stated rate of interest thereon shall
be eliminated) and to be offered to Holders of Notes in exchange for Notes
pursuant to the Exchange Offer.

         "EXCHANGE OFFER" shall mean the exchange offer by the Company of
Exchange Notes for Registrable Notes pursuant to Section 2(a) hereof.



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         "EXCHANGE OFFER REGISTRATION" shall mean a registration under the 1933
Act effected pursuant to Section 2(a) hereof.

         "EXCHANGE OFFER REGISTRATION STATEMENT" shall mean an exchange offer
registration statement on Form S-4 (or, if applicable, on another appropriate
form) and all amendments and supplements to such registration statement, in each
case including the Prospectus contained therein, all exhibits thereto and all
material incorporated by reference therein.

         "HOLDER" shall mean the Placement Agents, for so long as any of them
own any Registrable Notes, and their successors, assigns and direct and indirect
transferees who become registered owners of Registrable Notes under the
Indenture; provided that for purposes of Sections 4 and 5 of this Agreement, the
term "Holder" shall include Participating Broker-Dealers (as defined in Section
4(a)).

         "INDENTURE" shall mean the Indenture relating to the Notes dated as of
June 4, 2001 between the Operating Partnership, FelCor, the Subsidiary
Guarantors and SunTrust Bank, as trustee, and as the same may be amended from
time to time in accordance with the terms thereof.

         "MAJORITY HOLDERS" shall mean the Holders of a majority of the
aggregate principal amount of outstanding Registrable Notes; provided that
whenever the consent or approval of Holders of a specified percentage of
Registrable Notes is required hereunder, Registrable Notes held by the Company
or any of its affiliates (as such term is defined in Rule 405 under the 1933
Act) (other than the Placement Agents or subsequent holders of Registrable Notes
if such subsequent holders are deemed to be such affiliates solely by reason of
their holding of such Registrable Notes) shall not be counted in determining
whether such consent or approval was given by the Holders of such required
percentage or amount.

         "NOTES" shall have the meaning set forth in the second paragraph of
this Agreement.

         "PERSON" shall mean an individual, partnership, corporation, trust or
unincorporated organization, or a government or agency or political subdivision
thereof.

         "PLACEMENT AGENTS" shall have the meaning set forth in the preamble to
this Agreement.

         "PLACEMENT AGREEMENT" shall have the meaning set forth in the second
paragraph of this Agreement.

         "PROSPECTUS" shall mean the prospectus included in a Registration
Statement, including any preliminary prospectus, and any such prospectus as
amended or supplemented by any prospectus supplement, including a prospectus
supplement with respect to the terms of the offering of any portion of the
Registrable Notes covered by a Shelf Registration Statement, and by all other
amendments and supplements to such prospectus, including post-effective
amendments, and in each case including all material incorporated by reference
therein.

         "REGISTRABLE NOTES" shall mean the Notes other than the Exchanges
Notes; provided, however, that a Note shall cease to be a Registrable Note (i)
when a Registration Statement with respect to such Note shall have been declared
effective under the 1933 Act and such Note shall have been disposed of pursuant
to such Registration Statement, (ii) when such Note has been sold to the public
pursuant to Rule 144(k) (or any similar provision then in force, but not Rule
144A) under the 1933 Act or (iii) when such Note shall have ceased to be
outstanding.

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         "REGISTRATION EXPENSES" shall mean any and all expenses incident to
performance of or compliance by the Company with this Agreement, including
without limitation: (i) all SEC, stock exchange or National Association of
Securities Dealers, Inc. (the "NASD") registration and filing fees, (ii) all
fees and expenses incurred in connection with compliance with state securities
or blue sky laws (including reasonable fees and disbursements of counsel for any
underwriters or Holders in connection with blue sky qualification of any of the
Exchange Notes or Registrable Notes), (iii) all expenses of any Persons in
preparing or assisting in preparing, word processing, printing and distributing
any Registration Statement, any Prospectus, any amendments or supplements
thereto, any underwriting agreements, securities sales agreements and other
documents relating to the performance of and compliance with this Agreement,
(iv) all rating agency fees, (v) all fees and disbursements relating to the
qualification of the Indenture under applicable securities laws, (vi) the fees
and disbursements of the Trustee and its counsel, (vii) the fees and
disbursements of counsel for the Company and, in the case of a Shelf
Registration Statement, the reasonable fees and disbursements of one counsel for
the Holders (which counsel shall be selected by the Majority Holders and which
counsel may also be counsel for the Placement Agents) and (viii) the fees and
disbursements of the independent public accountants of the Company, including
the expenses of any special audits or "cold comfort" letters required by or
incident to such performance and compliance, but excluding fees and expenses of
counsel to the underwriters (other than reasonable fees and expenses set forth
in clause (ii) above) or the Holders and underwriting discounts and commissions
and transfer taxes, if any, relating to the sale or disposition of Registrable
Notes by a Holder.

         "REGISTRATION STATEMENT" shall mean any registration statement of
FelCor and the Operating Partnership that covers any of the Exchange Notes or
Registrable Notes pursuant to the provisions of this Agreement and all
amendments and supplements to any such Registration Statement, including
post-effective amendments, in each case including the Prospectus contained
therein, all exhibits thereto and all material incorporated by reference
therein.

         "SEC" shall mean the Securities and Exchange Commission.

         "SHELF REGISTRATION" shall mean a registration effected pursuant to
Section 2(b) hereof.

         "SHELF REGISTRATION STATEMENT" shall mean a "shelf" registration
statement of the Company pursuant to the provisions of Section 2(b) of this
Agreement which covers all of the Registrable Notes (but no other Notes unless
approved by the Holders whose Registrable Notes are covered by such Shelf
Registration Statement) on an appropriate form under Rule 415 under the 1933
Act, or any similar rule that may be adopted by the SEC, and all amendments and
supplements to such registration statement, including post-effective amendments,
in each case including the Prospectus contained therein, all exhibits thereto
and all material incorporated by reference therein.

         "SUBSIDIARY GUARANTORS" shall mean each of (i) FelCor/CSS Hotels,
L.L.C., a Delaware limited liability company, (ii) FelCor/LAX Hotels, L.L.C., a
Delaware limited liability company, (iii) FelCor/CSS Holdings, L.P., a Delaware
limited partnership, (iv) FelCor/St. Paul Holdings, L.P., a Delaware limited
partnership, (v) FelCor/LAX Holdings, L.P., a Delaware limited partnership, (vi)
FelCor Eight Hotels, L.L.C., a Delaware limited liability company, (vii) FelCor
Hotel Asset Company, L.L.C., a Delaware limited liability company, (viii) FelCor
Nevada Holdings L.L.C., a Nevada limited liability company, (ix) FHAC Nevada
Holdings, L.L.C., a Nevada limited liability company, (x) FHAC Texas Holdings,
L.P., a Texas limited partnership, (xi) FelCor Omaha Hotel Company, L.L.C., a
Delaware limited liability company, (xii) FelCor Country Villa Hotel, L.L.C., a
Delaware limited liability company, (xiii) FelCor Moline Hotel, L.L.C., a
Delaware limited liability company, and (xiv) FelCor Canada Co., a Nova Scotia
unlimited liability company, and each other entity that becomes a Subsidiary
Guarantor in accordance with the terms of the Indenture.



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         "TRUSTEE" shall mean the trustee with respect to the Notes under the
Indenture.

         "UNDERWRITTEN REGISTRATION" or "UNDERWRITTEN OFFERING" shall mean a
registration in which Registrable Notes are sold to an Underwriter (as
hereinafter defined) for reoffering to the public.

         2. Registration Under The 1933 Act. (a) To the extent not prohibited by
any applicable law or applicable interpretation of the Staff of the SEC, the
Company shall cause to be filed after the Closing Date an Exchange Offer
Registration Statement covering the offer by the Company to the Holders to
exchange all of the Registrable Notes for Exchange Notes, use its best efforts
to have such Registration Statement declared effective by the SEC, and to have
such Exchange Offer Registration Statement remain effective until the closing of
the Exchange Offer. The Company shall commence the Exchange Offer promptly after
the Exchange Offer Registration Statement has been declared effective by the SEC
and use its best efforts to have the Exchange Offer consummated not later than
180 days after the Closing Date. The Company shall commence the Exchange Offer
by mailing the related exchange offer Prospectus and accompanying documents to
each Holder stating, in addition to such other disclosures as are required by
applicable law:

               (i) that the Exchange Offer is being made pursuant to this
          Agreement and that all Registrable Notes validly tendered will be
          accepted for exchange;

               (ii) the dates of acceptance for exchange (which shall be a
          period of at least 20 business days from the date such notice is
          mailed) (the "EXCHANGE DATES");

               (iii) that any Registrable Note not tendered will remain
          outstanding and continue to accrue interest in accordance with the
          terms of the Notes, but will not retain any rights under this
          Registration Rights Agreement;

               (iv) that Holders electing to have a Registrable Note exchanged
          pursuant to the Exchange Offer will be required to surrender such
          Registrable Note, together with the enclosed letters of transmittal,
          to the institution and at the address located in the Borough of
          Manhattan, The City of New York, specified in the notice prior to the
          close of business on the last Exchange Date; and

               (v) that Holders will be entitled to withdraw their election, not
          later than the close of business on the last Exchange Date, by sending
          to the institution and at the address located in the Borough of
          Manhattan, The City of New York, specified in the notice a telegram,
          telex, facsimile transmission or letter setting forth the name of such
          Holder, the principal amount of Registrable Notes delivered for
          exchange and a statement that such Holder is withdrawing his election
          to have such Notes exchanged.

          As soon as practicable after the last Exchange Date, the Company
          shall:

               (i) accept for exchange Registrable Notes or portions thereof
          tendered and not validly withdrawn pursuant to the Exchange Offer; and

               (ii) deliver, or cause to be delivered, to the Trustee for
          cancellation all Registrable Notes or portions thereof so accepted for
          exchange by the Company and issue, and cause the Trustee to promptly
          authenticate and mail to each Holder, an Exchange Note equal in
          principal amount to the principal amount of the Registrable Notes
          surrendered by such Holder.



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The Company shall use its best efforts to complete the Exchange Offer as
provided above and shall comply with the applicable requirements of the 1933
Act, the 1934 Act and other applicable laws and regulations in connection with
the Exchange Offer. The Exchange Offer shall not be subject to any conditions,
other than that the Exchange Offer does not violate applicable law or any
applicable interpretation of the Staff of the SEC. The Company shall inform the
Placement Agents, if requested by the Placement Agents, of the names and
addresses of the Holders to whom the Exchange Offer is made, and the Placement
Agents shall have the right, subject to applicable law, to contact such Holders
and otherwise facilitate the tender of Registrable Notes in the Exchange Offer.

                  (b) In the event that (i) the Company determines that the
Exchange Offer Registration provided for in Section 2(a) above is not available
or may not be consummated as soon as practicable after the last Exchange Date
because it would violate applicable law or the applicable interpretations of the
Staff of the SEC, (ii) the Exchange Offer is not for any other reason
consummated on or prior to 180 days after the Closing Date, or (iii) in the
opinion of counsel for the Placement Agents a Registration Statement must be
filed and a Prospectus must be delivered by the Placement Agents in connection
with any offering or sale of Registrable Notes, the Company shall cause to be
filed as soon as practicable after such determination, date or notice of such
opinion of counsel is given to the Company, a Shelf Registration Statement
providing for the sale by the Holders of all of the Registrable Notes and use
its best efforts to have such Shelf Registration Statement declared effective by
the SEC. In the event the Company is required to file a Shelf Registration
Statement solely as a result of the matters referred to in clause (iii) of the
preceding sentence, the Company shall file and use its best efforts to have
declared effective by the SEC both an Exchange Offer Registration Statement
pursuant to Section 2(a) with respect to all Registrable Notes and a Shelf
Registration Statement (which may be a combined Registration Statement with the
Exchange Offer Registration Statement) with respect to offers and sales of
Registrable Notes held by such Placement Agents after completion of the Exchange
Offer. The Company agrees to use its best efforts to keep the Shelf Registration
Statement continuously effective until the expiration of the period referred to
in Rule 144(k) with respect to all Registrable Notes covered by the Shelf
Registration Statement or such shorter period that will terminate when all of
the Registrable Notes covered by the Shelf Registration Statement have been sold
pursuant to the Shelf Registration Statement. The Company further agrees to
supplement or amend the Shelf Registration Statement if required by the rules,
regulations or instructions applicable to the registration form used by the
Company for such Shelf Registration Statement or by the 1933 Act or by any other
rules and regulations thereunder for shelf registration or if reasonably
requested by a Holder with respect to information relating to such Holder, and
to use its best efforts to cause any such amendment to become effective and such
Shelf Registration Statement to become usable as soon as thereafter practicable.
The Company agrees to furnish to the Holders of Registrable Notes copies of any
such supplement or amendment promptly after its being used or filed with the
SEC.

                  (c) The Company shall pay all Registration Expenses in
connection with the registration pursuant to Section 2(a) or Section 2(b). Each
Holder shall pay all underwriting discounts and commissions and transfer taxes,
if any, relating to the sale or disposition of such Holder's Registrable Notes
pursuant to the Shelf Registration Statement.

                  (d) An Exchange Offer Registration Statement pursuant to
Section 2(a) hereof or a Shelf Registration Statement pursuant to Section 2(b)
hereof will not be deemed to have become effective unless it has been declared
effective by the SEC; provided, however, that, if, after it has been declared
effective, the offering of Registrable Notes pursuant to a Shelf Registration
Statement is interfered with by any stop order, injunction or other order or
requirement of the SEC or any other governmental agency or court, such
Registration Statement will be deemed not to have become effective during the
period of such interference until the offering of Registrable Notes pursuant to
such Registration Statement may legally resume. As provided for in the


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Indenture, in the event that the Exchange Offer is not consummated, and if a
Shelf Registration Statement is required hereby, the Shelf Registration
Statement is not declared effective on or prior to 180 days after the Closing
Date, the interest rate on the Notes (and the Exchange Notes) will increase by
0.5% per annum until the Exchange Offer is consummated or a Shelf Registration
Statement is declared effective.

                  (e) Without limiting the remedies available to the Placement
Agents and the Holders, the Company acknowledges that any failure by the Company
to comply with its obligations under Section 2(a) and Section 2(b) hereof may
result in material irreparable injury to the Placement Agents or the Holders for
which there is no adequate remedy at law, that it will not be possible to
measure damages for such injuries precisely and that, in the event of any such
failure, the Placement Agents or any Holder may obtain such relief as may be
required to specifically enforce the Company's obligations under Section 2(a)
and Section 2(b) hereof.

         3. Registration Procedures. In connection with the obligations of the
Company with respect to the Registration Statements pursuant to Section 2(a) and
Section 2(b) hereof, the Company shall as expeditiously as possible:

                  (a) prepare and file with the SEC a Registration Statement on
         the appropriate form under the 1933 Act, which form (x) shall be
         selected by the Company and (y) shall, in the case of a Shelf
         Registration, be available for the sale of the Registrable Notes by the
         selling Holders thereof and (z) shall comply as to form in all material
         respects with the requirements of the applicable form and include all
         financial statements required by the SEC to be filed therewith, and use
         its best efforts to cause such Registration Statement to become
         effective and remain effective in accordance with Section 2 hereof;

                  (b) prepare and file with the SEC such amendments and
         post-effective amendments to each Registration Statement as may be
         necessary to keep such Registration Statement effective for the
         applicable period and cause each Prospectus to be supplemented by any
         required prospectus supplement and, as so supplemented, to be filed
         pursuant to Rule 424 under the 1933 Act; to keep each Prospectus
         current during the period described under Section 4(3) and Rule 174
         under the 1933 Act that is applicable to transactions by brokers or
         dealers with respect to the Registrable Notes or Exchanges Notes;

                  (c) in the case of a Shelf Registration, furnish to each
         Holder of Registrable Notes, to counsel for the Placement Agents, to
         counsel for the Holders and to each Underwriter of an Underwritten
         Offering of Registrable Notes, if any, without charge, as many copies
         of each Prospectus, including each preliminary Prospectus, and any
         amendment or supplement thereto and such other documents as such Holder
         or Underwriter may reasonably request, in order to facilitate the
         public sale or other disposition of the Registrable Notes; and the
         Company consents to the use of such Prospectus and any amendment or
         supplement thereto in accordance with applicable law by each of the
         selling Holders of Registrable Notes and any such Underwriters in
         connection with the offering and sale of the Registrable Notes covered
         by and in the manner described in such Prospectus or any amendment or
         supplement thereto in accordance with applicable law;

                  (d) use its reasonable best efforts to register or qualify the
         Registrable Notes under all applicable state securities or "blue sky"
         laws of such jurisdictions as any Holder of Registrable Notes covered
         by a Registration Statement shall reasonably request in writing by the
         time the applicable Registration Statement is declared effective by the
         SEC, to cooperate with such Holders in connection with any filings
         required to be made with the NASD and do any and all other acts and
         things which




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         may be reasonably necessary or advisable to enable such Holder to
         consummate the disposition in each such jurisdiction of such
         Registrable Notes owned by such Holder; provided, however, that the
         Company shall not be required to (i) qualify as a foreign corporation
         or as a broker or dealer in securities in any jurisdiction where it
         would not otherwise be required to qualify but for this Section 3(d),
         (ii) file any general consent to service of process or (iii) subject
         itself to taxation in any such jurisdiction that it is already not so
         subject;

                  (e) in the case of a Shelf Registration, notify each Holder of
         Registrable Notes, counsel for the Holders and counsel for the
         Placement Agents promptly and, if requested by any such Holder or
         counsel, confirm such advice in writing (i) when such Registration
         Statement has become effective and when any post-effective amendment
         thereto has been filed and becomes effective, (ii) of any request by
         the SEC or any state securities authority for amendments and
         supplements to such Registration Statement and Prospectus or for
         additional information after such Registration Statement has become
         effective, (iii) of the issuance by the SEC or any state securities
         authority of any stop order suspending the effectiveness of such
         Registration Statement or the initiation of any proceedings for that
         purpose, (iv) if, between the effective date of such Registration
         Statement and the closing of any sale of Registrable Notes covered
         thereby, the representations and warranties of the Company contained in
         any underwriting agreement, securities sales agreement or other similar
         agreement, if any, relating to the offering cease to be true and
         correct in any material respect or if the Company receives any
         notification with respect to the suspension of the qualification of the
         Registrable Notes for sale in any jurisdiction or the initiation of any
         proceeding for such purpose, (v) of the happening of any event during
         the period a Shelf Registration Statement is effective such that such
         Registration Statement or the related Prospectus contains an untrue
         statement of a material fact or omits to state a material fact required
         to be stated therein or necessary to make statements therein not
         misleading and (vi) of any determination by the Company that a
         post-effective amendment to such Registration Statement would be
         appropriate;

                  (f) make every reasonable effort to obtain the withdrawal of
         any order suspending the effectiveness of a Registration Statement at
         the earliest possible moment and provide immediate notice to each
         Holder of the withdrawal of any such order;

                  (g) in the case of a Shelf Registration, furnish to each
         Holder of Registrable Notes, without charge, at least one conformed
         copy of each Registration Statement and any post-effective amendment
         thereto (without documents incorporated therein by reference or
         exhibits thereto, unless requested);

                  (h) in the case of a Shelf Registration, cooperate with the
         selling Holders of Registrable Notes to facilitate the timely
         preparation and delivery of certificates representing Registrable Notes
         to be sold and not bearing any restrictive legends and enable such
         Registrable Notes to be in such denominations (consistent with the
         provisions of the Indenture) and registered in such names as the
         selling Holders may reasonably request at least one business day prior
         to the closing of any sale of Registrable Notes;

                  (i) in the case of a Shelf Registration, upon the occurrence
         of any event contemplated by Section 3(e)(v) or (vi) hereof, use its
         best efforts to prepare and file with the SEC a supplement or
         post-effective amendment to a Registration Statement or the related
         Prospectus or any document incorporated therein by reference or file
         any other required document so that, as thereafter delivered to the
         purchasers of the Registrable Notes, such Prospectus will not contain
         any untrue statement of a material fact or omit to state a material
         fact necessary to make the statements therein, in the light of the


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<PAGE>   9

         circumstances under which they were made, not misleading. The Company
         agrees to notify the Holders to suspend use of the Prospectus as
         promptly as practicable after the occurrence of such an event, and the
         Holders hereby agree to suspend use of the Prospectus upon receipt of
         such notice until the Company has amended or supplemented the
         Prospectus to correct such misstatement or omission;

                  (j) a reasonable time prior to the filing of any Registration
         Statement, any Prospectus, any amendment to a Registration Statement or
         amendment or supplement to a Prospectus or any document which is to be
         incorporated by reference into a Registration Statement or a Prospectus
         after initial filing of a Registration Statement, provide copies of
         such document to the Placement Agents and their counsel, upon request,
         (and, in the case of a Shelf Registration Statement, the Holders and
         their counsel) and make such of the representatives of the Company as
         shall be reasonably requested by the Placement Agents or their counsel
         (and, in the case of a Shelf Registration Statement, the Holders or
         their counsel) available for discussion of such document, and shall not
         at any time file or make any amendment to the Registration Statement,
         any Prospectus or any amendment of or supplement to a Registration
         Statement or a Prospectus or any document which is to be incorporated
         by reference into a Registration Statement or a Prospectus, of which
         the Placement Agents and their counsel (and, in the case of a Shelf
         Registration Statement, the Holders and their counsel) shall not have
         previously been advised and furnished a copy or to which the Placement
         Agents or their counsel (and, in the case of a Shelf Registration
         Statement, the Holders or their counsel) shall reasonably object;

                  (k) to cause the Indenture to be qualified under the Trust
         Indenture Act of 1939, as amended (the "TIA"), in connection with the
         registration of the Exchange Notes or Registrable Notes, as the case
         may be, cooperate with the Trustee and the Holders to effect such
         changes to the Indenture as may be required for the Indenture to be so
         qualified in accordance with the terms of the TIA and execute, and use
         its reasonable best efforts to cause the Trustee to execute, all
         documents as may be required to effect such changes and all other forms
         and documents required to be filed with the SEC to enable the Indenture
         to be so qualified in a timely manner;

                  (l) in the case of a Shelf Registration, make available for
         inspection by a representative of the Holders of the Registrable Notes,
         any Underwriter participating in any disposition pursuant to such Shelf
         Registration Statement, and attorneys and accountants designated by the
         Holders, at reasonable times and in a reasonable manner, all financial
         and other records, pertinent documents and properties of the Company,
         and cause the respective officers, directors and employees of the
         Company to supply all information reasonably requested by any such
         representative, Underwriter, attorney or accountant in connection with
         a Shelf Registration Statement;

                  (m) in the case of a Shelf Registration, use its best efforts
         to cause all Registrable Notes to be listed on any securities exchange
         or any automated system on which similar securities issued by FelCor or
         the Operating Partnership are then listed if requested by the Majority
         Holders, to the extent such Registrable Notes satisfy applicable
         listing requirements;

                  (n) use its best efforts to cause the Exchange Notes or
         Registrable Notes, as the case may be, to be rated by two nationally
         recognized statistical rating organizations (as such term is defined in
         Rule 436(g)(2) under the 1933 Act);

                  (o) if reasonably requested by any Holder of Registrable Notes
         covered by a Registration Statement in order to accurately reflect
         information regarding such Holder or such Holder's plan of distribution
         as required by such Registration Statement, (i) promptly incorporate in
         a Prospectus supplement



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<PAGE>   10

         or post-effective amendment such required information with respect to
         such Holder as such Holder reasonably requests to be included therein
         and (ii) make all required filings of such Prospectus supplement or
         such post-effective amendment as soon as the Company has received
         notification of the matters to be incorporated in such filing; and

                  (p) in the case of a Shelf Registration, use its reasonable
         best efforts to enter into such customary agreements and take all such
         other actions in connection therewith (including those requested by the
         Holders of a majority of the Registrable Notes being sold) in order to
         expedite or facilitate the disposition of such Registrable Notes
         including, but not limited to, an Underwritten Offering and in such
         connection, (i) to the extent possible, make such representations and
         warranties to the Holders and any Underwriters of such Registrable
         Notes with respect to the business of the Company and its subsidiaries,
         the Registration Statement, Prospectus and documents incorporated by
         reference or deemed incorporated by reference, if any, in each case, in
         form, substance and scope as are customarily made by issuers to
         underwriters in Underwritten Offerings (but in no event more onerous to
         the Company than those contained in the Placement Agreement), and
         confirm the same if and when requested, (ii) obtain opinions of counsel
         to the Company (which counsel and opinions, in form, scope and
         substance, shall be reasonably satisfactory to the Holders and such
         Underwriters and their respective counsel) addressed to each selling
         Holder and Underwriter of Registrable Notes covering the matters
         customarily covered in opinions requested in Underwritten Offerings
         (but in no event more onerous to the Company than those opinions
         required in the Placement Agreement), (iii) obtain "cold comfort"
         letters from the independent certified public accountants of FelCor and
         the Operating Partnership (and, if necessary, any other certified
         public accountant of any subsidiary of the Company, or of any business
         acquired by the Company for which financial statements and financial
         data are or are required to be included in the Registration Statement)
         addressed to each selling Holder and Underwriter of Registrable Notes,
         such letters to be in customary form and covering matters of the type
         customarily covered in "cold comfort" letters in connection with
         Underwritten Offerings, and (iv) deliver such documents and
         certificates as may be reasonably requested by the Holders of a
         majority in principal amount of the Registrable Notes being sold or the
         Underwriters, and which are customarily delivered in Underwritten
         Offerings, to evidence the continued validity of the representations
         and warranties of the Company made pursuant to clause (i) above and to
         evidence compliance with any customary conditions contained in an
         underwriting agreement.

         In the case of a Shelf Registration Statement, the Company may require
each Holder of Registrable Notes to furnish to the Company such information
regarding such Holder and the proposed distribution by such Holder of such
Registrable Notes as the Company may from time to time reasonably request in
writing.

         In the case of a Shelf Registration Statement, each Holder agrees that,
upon receipt of any notice from the Company of the happening of any event of the
kind described in Section 3(e)(v) or (vi) hereof, such Holder will forthwith
discontinue disposition of Registrable Notes pursuant to a Registration
Statement until such Holder's receipt of the copies of the supplemented or
amended Prospectus contemplated by Section 3(i) hereof, and, if so directed by
the Company, such Holder will deliver to the Company (at its expense) all copies
in its possession, other than permanent file copies then in such Holder's
possession, of the Prospectus covering such Registrable Notes current at the
time of receipt of such notice. The Company may suspend the availability of any
Shelf Registration Statement for not more than two times during any 365 day
period and any such suspensions may not exceed 30 days for each suspension. If
the Company shall give any such notice to suspend the disposition of Registrable
Notes pursuant to a Registration Statement, the Company shall extend the period
during which the Registration Statement shall be maintained effective pursuant
to this Agreement by the number of days during the period from and including the
date of the giving of such notice to and including the date





                                      -9-
<PAGE>   11

when the Company shall have made available to the Holders copies of the
supplemented or amended Prospectus necessary to resume such dispositions.

         The Holders of Registrable Notes covered by a Shelf Registration
Statement who desire to do so may sell such Registrable Notes in an Underwritten
Offering; provided that the Company shall be required to use its best efforts to
make an Underwritten Offering only upon the request of Holders of at least 25%
of the Registrable Notes outstanding at the time such request is delivered to
the Company. In the case of any Underwritten Offering, the Company shall (x)
provide written notice to the Holders of all Registrable Notes of such
Underwritten Offering at least 30 days prior to the filing of a prospectus for
such Underwritten Offering, (y) specify a date, which shall be no earlier than
10 days following the date of such notice, by which each such Holder must inform
the Company of its intent to participate in such Underwritten Offering and (z)
include reasonable procedures that are customary to underwritten offerings of
the type contemplated herein that such Holder must follow in order to
participate in such Underwritten Offering. In any such Underwritten Offering,
the investment banker or investment bankers and manager or managers (the
"UNDERWRITERS") that will administer the offering will be selected by the
Majority Holders of the Registrable Notes included in such offering and shall be
approved by the Company, which approval shall not be unreasonably withheld.

         4. Participation of Broker-Dealers In Exchange Offer. (a) The Staff of
the SEC has taken the position that any broker-dealer that receives Exchange
Notes for its own account in the Exchange Offer in exchange for Notes that were
acquired by such broker-dealer as a result of market-making or other trading
activities (a "PARTICIPATING BROKER-DEALER"), may be deemed to be an
"underwriter" within the meaning of the 1933 Act and must deliver a prospectus
meeting the requirements of the 1933 Act in connection with any resale of such
Exchanges Notes.

         The Company understands that it is the Staff's position that if the
Prospectus contained in the Exchange Offer Registration Statement includes a
plan of distribution containing a statement to the above effect and the means by
which Participating Broker-Dealers may resell the Exchange Notes, without naming
the Participating Broker-Dealers or specifying the amount of Exchange Notes
owned by them, such Prospectus may be delivered by Participating Broker-Dealers
to satisfy their prospectus delivery obligation under the 1933 Act in connection
with resales of Exchange Notes for their own accounts, so long as the Prospectus
otherwise meets the requirements of the 1933 Act.

                  (b) In light of the above, notwithstanding the other
provisions of this Agreement, the Company agrees that the provisions of this
Agreement as they relate to a Shelf Registration shall also apply to an Exchange
Offer Registration to the extent, and with such reasonable modifications thereto
as may be, reasonably requested by the Placement Agents or by one or more
Participating Broker-Dealers, in each case as provided in clause (ii) below, in
order to expedite or facilitate the disposition of any Exchange Notes by
Participating Broker-Dealers consistent with the positions of the Staff recited
in Section 4(a) above; provided that:

                  (i) the Company shall not be required to amend or supplement
         the Prospectus contained in the Exchange Offer Registration Statement,
         as would otherwise be contemplated by Section 3(i), for a period
         exceeding 180 days after the last Exchange Date (as such period may be
         extended pursuant to the penultimate paragraph of Section 3 of this
         Agreement) and Participating Broker-Dealers shall not be authorized by
         the Company to deliver and shall not deliver such Prospectus after such
         period in connection with the resales contemplated by this Section 4;
         and

                 (ii) the application of the Shelf Registration procedures set
         forth in Section 3 of this Agreement to an Exchange Offer Registration,
         to the extent not required by the positions of the Staff



                                      -10-
<PAGE>   12

         of the SEC or the 1933 Act and the rules and regulations thereunder,
         will be in conformity with the reasonable request to the Company by
         the Placement Agents or with the reasonable request in writing to the
         Company by one or more broker-dealers who certify to the Placement
         Agents and the Company in writing that they anticipate that they will
         be Participating Broker-Dealers; and provided further that, in
         connection with such application of the Shelf Registration procedures
         set forth in Section 3 to an Exchange Offer Registration, the Company
         shall be obligated (x) to deal only with one entity representing the
         Participating Broker-Dealers, which shall be Deutsche Bank Securities
         Inc. unless it elects not to act as such representative, (y) to pay
         the fees and expenses of only one counsel representing the
         Participating Broker-Dealers, which shall be counsel to the Placement
         Agents unless such counsel elects not to so act and (z) to cause to be
         delivered only one, if any, "cold comfort" letter with respect to the
         Prospectus in the form existing on the last Exchange Date and with
         respect to each subsequent amendment or supplement, if any, effected
         during the period specified in clause (i) above.

                  (c) The Placement Agents shall have no liability to the
Company or any Holder with respect to any request that it may make pursuant to
Section 4(b) above.

         5. Indemnification and Contribution. (a) The Company agrees to
indemnify and hold harmless each Placement Agent, each Holder and each person,
if any, who controls such Placement Agent or any Holder within the meaning of
either Section 15 of the 1933 Act or Section 20 of the 1934 Act, or is under
common control with, or is controlled by, such Placement Agents or any Holder,
from and against all losses, claims, damages and liabilities (including, without
limitation, any legal or other expenses reasonably incurred by such Placement
Agent, any Holder or any such controlling or affiliated person in connection
with defending or investigating any such action or claim) caused by any untrue
statement or alleged untrue statement of a material fact contained in any
Registration Statement (or any amendment thereto) pursuant to which Exchange
Notes or Registrable Notes were registered under the 1933 Act, including all
documents incorporated therein by reference, or caused by any omission or
alleged omission to state therein a material fact required to be stated therein
or necessary to make the statements therein not misleading, or caused by any
untrue statement or alleged untrue statement of a material fact contained in any
Prospectus (as amended or supplemented if the Company shall have furnished any
amendments or supplements thereto), or caused by any omission or alleged
omission to state therein a material fact necessary to make the statements
therein in the light of the circumstances under which they were made not
misleading, except insofar as such losses, claims, damages or liabilities are
caused by any such untrue statement or omission or alleged untrue statement or
omission based upon information relating to such Placement Agent or any Holder
furnished to the Company in writing by such Placement Agent or such Holder
expressly for use therein. In connection with any Underwritten Offering
permitted by Section 3, the Company will also indemnify the Underwriters, if
any, their officers and directors and each Person who controls such Persons
(within the meaning of the Securities Act and the Exchange Act) to the same
extent as provided above with respect to the indemnification of the Holders, if
requested in connection with any Registration Statement.

                  (b) Each Holder agrees, severally and not jointly, to
indemnify and hold harmless the Company, each Placement Agent and the other
selling Holders, and each of their respective directors, officers who sign the
Registration Statement and each person, if any, who controls the Company, each
Placement Agent and any other selling Holder within the meaning of either
Section 15 of the 1933 Act or Section 20 of the 1934 Act to the same extent as
the foregoing indemnity from the Company to each Placement Agent and the
Holders, but only with reference to information relating to such Holder
furnished to the Company in writing by such Holder expressly for use in any
Registration Statement (or any amendment thereto) or any Prospectus (or any
amendment or supplement thereto).



                                      -11-
<PAGE>   13

                  (c) In case any proceeding (including any governmental
investigation) shall be instituted involving any person in respect of which
indemnity may be sought pursuant to either paragraph (a) or paragraph (b) above,
such person (the "INDEMNIFIED PARTY") shall promptly notify the person against
whom such indemnity may be sought (the "INDEMNIFYING PARTY") in writing and the
indemnifying party, upon request of the indemnified party, shall retain counsel
reasonably satisfactory to the indemnified party to represent the indemnified
party and any others the indemnifying party may designate in such proceeding and
shall pay the reasonable fees and disbursements of such counsel related to such
proceeding. In any such proceeding, any indemnified party shall have the right
to retain its own counsel, but the fees and expenses of such counsel shall be at
the expense of such indemnified party unless (i) the indemnifying party and the
indemnified party shall have mutually agreed to the retention of such counsel,
(ii) the named parties to any such proceeding (including any impleaded parties)
include both the indemnifying party and the indemnified party and representation
of both parties by the same counsel would be inappropriate due to actual or
potential differing interests between them or (iii) the indemnifying party does
not, within a reasonable period of time after request of such indemnified party,
retain counsel to represent such indemnified party. It is understood that the
indemnifying party shall not, in connection with any proceeding or related
proceedings in the same jurisdiction, be liable for (A) the reasonable fees and
expenses of more than one separate firm (in addition to any local counsel) for
the Placement Agents and all persons, if any, who control the Placement Agents
within the meaning of either Section 15 of the 1933 Act or Section 20 of the
1934 Act, (B) the reasonable fees and expenses of more than one separate firm
(in addition to any local counsel) for the Company, its directors and officers
who sign the Registration Statement and each person, if any, who controls the
Company within the meaning of either such Section and (C) the fees and expenses
of more than one separate firm (in addition to any local counsel) for all
Holders and all persons, if any, who control any Holders within the meaning of
either such Section, and that all such fees and expenses shall be reimbursed as
they are incurred. In such case involving the Placement Agents and persons who
control the Placement Agents, such firm shall be designated in writing by
Deutsche Banc Alex. Brown, Inc. In such case involving the Holders and such
persons who control Holders, such firm shall be designated in writing by the
Majority Holders. In all other cases, such firm shall be designated by the
Company. The indemnifying party shall not be liable for any settlement of any
proceeding effected without its written consent but, if settled with such
consent or if there be a final judgment for the plaintiff, the indemnifying
party agrees to indemnify the indemnified party from and against any loss or
liability by reason of such settlement or judgment. Notwithstanding the
foregoing sentence, if at any time an indemnified party shall have requested an
indemnifying party to reimburse the indemnified party for reasonable fees and
expenses of counsel as contemplated by the second and third sentences of this
paragraph, the indemnifying party agrees that it shall be liable for any
settlement of any proceeding effected without its written consent if (i) such
settlement is entered into more than 45 days after receipt by such indemnifying
party of the aforesaid request and (ii) such indemnifying party shall not have
reimbursed the indemnified party for such fees and expenses of counsel in
accordance with such request prior to the date of such settlement. No
indemnifying party shall, without the prior written consent of the indemnified
party, effect any settlement of any pending or threatened proceeding in respect
of which such indemnified party is or could have been a party and indemnity
could have been sought hereunder by such indemnified party, unless such
settlement includes an unconditional release of such indemnified party from all
liability on claims that are the subject matter of such proceeding.

                  (d) If the indemnification provided for in paragraph (a) or
paragraph (b) of this Section 5 is unavailable to an indemnified party or
insufficient in respect of any losses, claims, damages or liabilities, then each
indemnifying party under such paragraph, in lieu of indemnifying such
indemnified party thereunder, shall contribute to the amount paid or payable by
such indemnified party as a result of such losses, claims, damages or
liabilities in such proportion as is appropriate to reflect the relative fault
of the indemnifying party or parties on the one hand and of the indemnified
party or parties on the other hand in connection with the statements or
omissions that resulted in such losses, claims, damages or liabilities, as well
as any other relevant



                                      -12-
<PAGE>   14

equitable considerations. The relative fault of the Company and the Holders
shall be determined by reference to, among other things, whether the untrue or
alleged untrue statement of a material fact or the omission or alleged omission
to state a material fact relates to information supplied by the Company or by
the Holders and the parties' relative intent, knowledge, access to information
and opportunity to correct or prevent such statement or omission. The Holders'
respective obligations to contribute pursuant to this Section 5(d) are several
in proportion to the respective number of Registrable Notes of such Holder that
were registered pursuant to a Registration Statement.

                  (e) The Company and each Holder agree that it would not be
just or equitable if contribution pursuant to this Section 5 were determined by
pro rata allocation or by any other method of allocation that does not take
account of the equitable considerations referred to in paragraph (d) above. The
amount paid or payable by an indemnified party as a result of the losses,
claims, damages and liabilities referred to in paragraph (d) above shall be
deemed to include, subject to the limitations set forth above, any legal or
other expenses reasonably incurred by such indemnified party in connection with
investigating or defending any such action or claim. Notwithstanding the
provisions of this Section 5, no Holder shall be required to indemnify or
contribute any amount in excess of the amount by which the total price at which
Registrable Notes were sold by such Holder exceeds the amount of any damages
that such Holder has otherwise been required to pay by reason of such untrue or
alleged untrue statement or omission or alleged omission. No person guilty of
fraudulent misrepresentation (within the meaning of Section 11(f) of the 1933
Act) shall be entitled to contribution from any person who was not guilty of
such fraudulent misrepresentation. The remedies provided for in this Section 5
are not exclusive and shall not limit any rights or remedies which may otherwise
be available to any indemnified party at law or in equity.

         The indemnity and contribution provisions contained in this Section 5
shall remain operative and in full force and effect regardless of (i) any
termination of this Agreement, (ii) any investigation made by or on behalf of
the Placement Agents, any Holder or any person controlling the Placement Agents
or any Holder, or by or on behalf of the Company, its officers or directors or
any person controlling the Company, (iii) acceptance of any of the Exchange
Notes and (iv) any sale of Registrable Notes pursuant to a Shelf Registration
Statement.

         6.       Miscellaneous.

                  (a) No Inconsistent Agreements. The Company has not entered
into, and on or after the date of this Agreement will not enter into, any
agreement which is inconsistent with the rights granted to the Holders of
Registrable Notes in this Agreement or otherwise conflicts with the provisions
hereof. The rights granted to the Holders hereunder do not in any way conflict
with and are not inconsistent with the rights granted to the holders of the
Company's other issued and outstanding securities under any such agreements.

                  (b) Amendments and Waivers. The provisions of this Agreement,
including the provisions of this sentence, may not be amended, modified or
supplemented, and waivers or consents to departures from the provisions hereof
may not be given unless the Company has obtained the written consent of Holders
of at least a majority in aggregate principal amount of the outstanding
Registrable Notes affected by such amendment, modification, supplement, waiver
or consent; provided, however, that no amendment, modification, supplement,
waiver or consents to any departure from the provisions of Section 5 hereof
shall be effective as against any Holder of Registrable Notes unless consented
to in writing by such Holder.

                  (c) Notices. All notices and other communications provided for
or permitted hereunder shall be made in writing by hand-delivery, registered
first-class mail, facsimile or any courier guaranteeing overnight delivery (i)
if to a Holder, at the most current address given by such Holder to the Company
by means




                                      -13-
<PAGE>   15

of a notice given in accordance with the provisions of this Section 6(c), which
address initially is, with respect to the Placement Agents, the address set
forth in the Placement Agreement; and (ii) if to the Company, initially at the
Company's address set forth in the Placement Agreement and thereafter at such
other address, notice of which is given in accordance with the provisions of
this Section 6(c).

         All such notices and communications shall be deemed to have been duly
given: at the time delivered by hand, if personally delivered; five business
days after being deposited in the mail, postage prepaid, if mailed; when receipt
is confirmed, if faxed; and on the next business day if timely delivered to an
air courier guaranteeing overnight delivery.

         Copies of all such notices, demands, or other communications shall be
concurrently delivered by the person giving the same to the Trustee, at the
address specified in the Indenture.

                  (d) Successors and Assigns. This Agreement shall inure to the
benefit of and be binding upon the successors, assigns and transferees of each
of the parties, including, without limitation and without the need for an
express assignment, subsequent Holders; provided that nothing herein shall be
deemed to permit any assignment, transfer or other disposition of Registrable
Notes in violation of the terms of the Placement Agreement. If any transferee of
any Holder shall acquire Registrable Notes, in any manner, whether by operation
of law or otherwise, such Registrable Notes shall be held subject to all of the
terms of this Agreement, and by taking and holding such Registrable Notes such
person shall be conclusively deemed to have agreed to be bound by and to perform
all of the terms and provisions of this Agreement and such person shall be
entitled to receive the benefits hereof. The Placement Agents (in their capacity
as Placement Agents) shall have no liability or obligation to the Company with
respect to any failure by a Holder to comply with, or any breach by any Holder
of, any of the obligations of such Holder under this Agreement.

                  (e) Purchases and Sales of Notes. The Company shall not, and
shall use its best efforts to cause its affiliates (as defined in Rule 405 under
the 1933 Act) not to, purchase and then resell or otherwise transfer any Notes
other than Notes acquired and cancelled.

                  (f) Third Party Beneficiary. The Holders shall be third party
beneficiaries to the agreements made hereunder between the Company, on the one
hand, and the Placement Agents, on the other hand, and shall have the right to
enforce such agreements directly to the extent it deems such enforcement
necessary or advisable to protect its rights or the rights of Holders hereunder.

                  (g) Counterparts. This Agreement may be executed in any number
of counterparts and by the parties hereto in separate counterparts, each of
which when so executed shall be deemed to be an original and all of which taken
together shall constitute one and the same agreement.

                  (h) Headings. The headings in this Agreement are for
convenience of reference only and shall not limit or otherwise affect the
meaning hereof.

                  (i) Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF NEW YORK.

                  (j) Severability. In the event that any one or more of the
provisions contained herein, or the application thereof in any circumstance, is
held invalid, illegal or unenforceable, the validity, legality and
enforceability of any such provision in every other respect and of the remaining
provisions contained herein shall not be affected or impaired thereby.




                                      -14-
<PAGE>   16




         IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date first written above.

                                      FELCOR LODGING TRUST INCORPORATED




                                      By:    /s/ LAWRENCE D. ROBINSON
                                             -----------------------------------
                                             Name: Lawrence D. Robinson
                                             Title: Executive Vice President
                                                    and General Counsel


                                      FELCOR LODGING LIMITED PARTNERSHIP




                                      By:    /s/ LAWRENCE D. ROBINSON
                                             -----------------------------------
                                             Name: Lawrence D. Robinson
                                             Title: Executive Vice President
                                                    and General Counsel

                                      S-1


<PAGE>   17



The foregoing Registration Rights Agreement
is hereby confirmed and accepted as of the
date hereof by:

DEUTSCHE BANC ALEX. BROWN INC.
J.P. MORGAN SECURITIES INC.
BANC OF AMERICA SECURITIES LLC
SALOMON SMITH BARNEY INC.
MORGAN STANLEY & CO. INCORPORATED
MERRILL LYNCH, PIERCE, FENNER & SMITH
                   INCORPORATED
SG COWEN SECURITIES CORPORATION
CREDIT LYONNAIS SECURITIES (USA) INC.
SCOTIA CAPITAL (USA) INC.
BMO NESBITT BURNS CORP.
FLEET SECURITIES, INC.
PNC CAPITAL MARKETS, INC.
WELLS FARGO BROKERAGE SERVICES, LLC


Acting on behalf of themselves and as
Representative of the several Placement Agents

By:      DEUTSCHE BANC ALEX. BROWN INC.


By:
       ----------------------------------------
       Name:
       Title:


By:
       ----------------------------------------
       Name:
       Title:




                                      S-2