<PAGE>   1

                                                                     EXHIBIT 4.9

================================================================================

                       FELCOR LODGING LIMITED PARTNERSHIP,
                                    as Issuer
                       FELCOR LODGING TRUST INCORPORATED,
                           FELCOR/CSS HOTELS, L.L.C.,
                           FELCOR/LAX HOTELS, L.L.C.,
                           FELCOR/CSS HOLDINGS, L.P.,
                         FELCOR/ST. PAUL HOLDINGS, L.P.,
                           FELCOR/LAX HOLDINGS, L.P.,
                          FELCOR EIGHT HOTELS, L.L.C.,
                       FELCOR HOTEL ASSET COMPANY L.L.C.,
                         FELCOR NEVADA HOLDINGS L.L.C.,
                          FHAC NEVADA HOLDINGS, L.L.C.,
                           FHAC TEXAS HOLDINGS, L.P.,
                       FELCOR OMAHA HOTEL COMPANY, L.L.C.,
                       FELCOR COUNTRY VILLA HOTEL, L.L.C.,
                        FELCOR MOLINE HOTEL, L.L.C., AND
                               FELCOR CANADA CO.,
                                  as Guarantors




                                       and




                                 SUNTRUST BANK,
                                   as Trustee



                                  -----------


                                    INDENTURE


                            Dated as of June 4, 2001



                                  -----------


                          8 1/2% Senior Notes Due 2011

================================================================================





<PAGE>   2





                              CROSS-REFERENCE TABLE

<TABLE>
<CAPTION>
TIA Sections                                                                  Indenture Sections
------------                                                                  ------------------
<S>                                                                           <C>
Section 310(a)(1)........................................................     7.10
       (a)(2)............................................................     7.10
       (b)...............................................................     7.08
Section 313(c)...........................................................     7.06; 10.02
Section 314(a)...........................................................     4.17; 10.02
       (a)(4)............................................................     4.16; 10.02
       (c)(1)............................................................     10.03
       (c)(2)............................................................     10.03
       (e)...............................................................     10.04
Section 315(b)...........................................................     7.05; 10.02
Section 316(a)(1)(A).....................................................     6.05
       (a)(1)(B).........................................................     6.04
       (b)...............................................................     6.07
Section 317(a)(1)........................................................     6.08
       (a)(2)............................................................     6.09
Section 318(a)...........................................................     10.01
       (c)...............................................................     10.01
</TABLE>

         Note: The Cross-Reference Table shall not for any purpose be deemed to
be a part of the Indenture.



<PAGE>   3






                                TABLE OF CONTENTS
<TABLE>
<CAPTION>
                                                                                                           PAGE
                                                                                                           ----
<S>                  <C>                                                                                 <C>
                                                     ARTICLE I

                                     DEFINITIONS AND INCORPORATION BY REFERENCE

SECTION 1.01.        Definitions............................................................................1
SECTION 1.02.        Incorporation by Reference of Trust Indenture Act.....................................17
SECTION 1.03.        Rules of Construction.................................................................17

                                                     ARTICLE II

                                                       NOTES

SECTION 2.01.        Form and Dating.......................................................................18
SECTION 2.02.        Restrictive Legends...................................................................19
SECTION 2.03.        Execution, Authentication and Denominations...........................................20
SECTION 2.04.        Registrar and Paying Agent............................................................21
SECTION 2.05.        Paying Agent to Hold Money in Trust...................................................21
SECTION 2.06.        Transfer and Exchange.................................................................22
SECTION 2.07.        Book-Entry Provisions for Global Notes................................................22
SECTION 2.08.        Special Transfer Provisions...........................................................24
SECTION 2.09.        Replacement Notes.....................................................................27
SECTION 2.10.        Outstanding Notes.....................................................................27
SECTION 2.11.        Temporary Notes.......................................................................27
SECTION 2.12.        Cancellation..........................................................................28
SECTION 2.13.        CUSIP Numbers.........................................................................28
SECTION 2.14.        Defaulted Interest....................................................................28
SECTION 2.15.        Issuance of Additional Notes..........................................................28

                                                    ARTICLE III

                                                    REDEMPTION

SECTION 3.01.        Optional Redemption...................................................................28
SECTION 3.02.        Notices to Trustee....................................................................28
SECTION 3.03.        Selection of Notes to Be Redeemed.....................................................28
SECTION 3.04.        Notice of Redemption..................................................................29
SECTION 3.05.        Effect of Notice of Redemption........................................................29
SECTION 3.06.        Deposit of Redemption Price...........................................................30
SECTION 3.07.        Payment of Notes Called for Redemption................................................30
SECTION 3.08.        Notes Redeemed in Part................................................................30
SECTION 3.09.        Special Mandatory Redemption..........................................................30
</TABLE>

                                      -ii-

<PAGE>   4
<TABLE>
<CAPTION>
                                                                                                          PAGE
                                                                                                          ----
<S>                  <C>                                                                                 <C>
                                                       ARTICLE IV

                                                       COVENANTS

SECTION 4.01.        Payment of Notes......................................................................30
SECTION 4.02.        Maintenance of Office or Agency.......................................................31
SECTION 4.03.        Limitation on Indebtedness............................................................31
SECTION 4.04.        Limitation on Restricted Payments.....................................................33
SECTION 4.05.        Limitation on Dividend and Other Payment Restrictions
                     Affecting Restricted Subsidiaries.....................................................36
SECTION 4.06.        Limitation on the Issuance and Sale of Capital Stock
                     of Restricted Subsidiaries............................................................37
SECTION 4.07.        Limitation on Issuances of Guarantees by Restricted
                     Subsidiaries..........................................................................37
SECTION 4.08.        Limitation on Transactions with Affiliates............................................38
SECTION 4.09.        Limitation on Liens...................................................................38
SECTION 4.10.        Limitation on Asset Sales.............................................................39
SECTION 4.11.        Repurchase of Notes upon a Change of Control..........................................39
SECTION 4.12.        Existence.............................................................................39
SECTION 4.13.        Payment of Taxes and Other Claims.....................................................40
SECTION 4.14.        Maintenance of Properties and Insurance...............................................40
SECTION 4.15.        Notice of Defaults....................................................................40
SECTION 4.16.        Compliance Certificates...............................................................40
SECTION 4.17.        Commission Reports and Reports to Holders.............................................41
SECTION 4.18.        Waiver of Stay, Extension or Usury Laws...............................................41
SECTION 4.19.        Limitation on Sale-Leaseback Transactions.............................................42
SECTION 4.20.        Maintenance of Total Unencumbered Assets..............................................42
SECTION 4.21.        Investment Grade Rating...............................................................42

                                                       ARTICLE V

                                                 SUCCESSOR CORPORATION

SECTION 5.01.        When FelCor or FelCor LP May Merge, Etc...............................................42
SECTION 5.02.        Successor Substituted.................................................................43

                                                      ARTICLE VI

                                                  DEFAULT AND REMEDIES

SECTION 6.01.        Events of Default.....................................................................43
SECTION 6.02.        Acceleration..........................................................................44
SECTION 6.03.        Other Remedies........................................................................45
SECTION 6.04.        Waiver of Past Defaults...............................................................45
SECTION 6.05.        Control by Majority...................................................................45
SECTION 6.06.        Limitation on Suits...................................................................45
SECTION 6.07.        Rights of Holders to Receive Payment..................................................46
SECTION 6.08.        Collection Suit by Trustee............................................................46
</TABLE>

                                     -iii-

<PAGE>   5

<TABLE>
<CAPTION>
                                                                                                          PAGE
                                                                                                          ----
<S>                  <C>                                                                                 <C>
SECTION 6.09.        Trustee May File Proofs of Claim......................................................46
SECTION 6.10.        Priorities............................................................................46
SECTION 6.11.        Undertaking for Costs.................................................................47
SECTION 6.12.        Restoration of Rights and Remedies....................................................47
SECTION 6.13.        Rights and Remedies Cumulative........................................................47
SECTION 6.14.        Delay or Omission Not Waiver..........................................................47

                                                      ARTICLE VII

                                                        TRUSTEE

SECTION 7.01.        General...............................................................................47
SECTION 7.02.        Certain Rights of Trustee.............................................................48
SECTION 7.03.        Individual Rights of Trustee..........................................................48
SECTION 7.04.        Trustee's Disclaimer..................................................................49
SECTION 7.05.        Notice of Default.....................................................................49
SECTION 7.06.        Reports by Trustee to Holders.........................................................49
SECTION 7.07.        Compensation and Indemnity............................................................49
SECTION 7.08.        Replacement of Trustee................................................................50
SECTION 7.09.        Successor Trustee by Merger, Etc......................................................51
SECTION 7.10.        Eligibility...........................................................................51
SECTION 7.11.        Money Held in Trust...................................................................51
SECTION 7.12.        Withholding Taxes.....................................................................51

                                                     ARTICLE VIII

                                                DISCHARGE OF INDENTURE

SECTION 8.01.        Termination of Company's Obligations..................................................51
SECTION 8.02.        Defeasance and Discharge of Indenture.................................................52
SECTION 8.03.        Defeasance of Certain Obligations.....................................................54
SECTION 8.04.        Application of Trust Money............................................................55
SECTION 8.05.        Repayment to Company..................................................................55
SECTION 8.06.        Reinstatement.........................................................................56

                                                      ARTICLE IX

                                         AMENDMENTS, SUPPLEMENTS AND WAIVERS

SECTION 9.01.        Without Consent of Holders............................................................56
SECTION 9.02.        With Consent of Holders...............................................................57
SECTION 9.03.        Revocation and Effect of Consent......................................................58
SECTION 9.04.        Notation on or Exchange of Notes......................................................58
SECTION 9.05.        Trustee to Sign Amendments, Etc.......................................................58
SECTION 9.06.        Conformity with Trust Indenture Act...................................................58
</TABLE>

                                      -iv-

<PAGE>   6

<TABLE>
<CAPTION>
                                                                                                          PAGE
                                                                                                          ----
<S>                  <C>                                                                                 <C>
                                                     ARTICLE X

                                                   MISCELLANEOUS

SECTION 10.01.       Trust Indenture Act of 1939...........................................................59
SECTION 10.02.       Notices...............................................................................59
SECTION 10.03.       Certificate and Opinion as to Conditions Precedent....................................60
SECTION 10.04.       Statements Required in Certificate or Opinion.........................................60
SECTION 10.05.       Rules by Trustee, Paying Agent or Registrar...........................................60
SECTION 10.06.       Payment Date Other Than a Business Day................................................60
SECTION 10.07.       Governing Law.........................................................................60
SECTION 10.08.       No Adverse Interpretation of Other Agreements.........................................61
SECTION 10.09.       No Recourse Against Others............................................................61
SECTION 10.10.       Successors............................................................................61
SECTION 10.11.       Duplicate Originals...................................................................61
SECTION 10.12.       Separability..........................................................................61
SECTION 10.13.       Table of Contents, Headings, Etc......................................................61

                                                     ARTICLE XI

                                              GUARANTEE OF THE NOTES

SECTION 11.01.       Guarantee.............................................................................61
SECTION 11.02.       Obligations of Guarantor Unconditional................................................62
SECTION 11.03.       Notice to Trustee.....................................................................63
SECTION 11.04.       This Article Not to Prevent Events of Default.........................................63
SECTION 11.05.       Trustee's Compensation Not Prejudiced.................................................63
SECTION 11.06.       Payments May Be Paid Prior to Dissolution.............................................63
SECTION 11.07.       Release of Guarantee..................................................................63
</TABLE>

                                      -v-

<PAGE>   7




         INDENTURE, dated as of June 4, 2001, among FelCor Lodging Limited
Partnership ("FELCOR LP"), a Delaware limited partnership, FelCor Lodging Trust
Incorporated ("FELCOR"), a Maryland corporation, FelCor/CSS Hotels, L.L.C., a
Delaware limited liability company, FelCor/LAX Hotels, L.L.C., a Delaware
limited liability company, FelCor/CSS Holdings, L.P., a Delaware limited
partnership, FelCor/St. Paul Holdings, L.P., a Delaware limited partnership,
FelCor/LAX Holdings, L.P., a Delaware limited partnership, FelCor Eight Hotels,
L.L.C., a Delaware limited liability company, FelCor Hotel Asset Company,
L.L.C., a Delaware limited liability company, FelCor Nevada Holdings L.L.C., a
Nevada limited liability company, FHAC Nevada Holdings, L.L.C., a Nevada limited
liability company, FHAC Texas Holdings, L.P., a Texas limited partnership,
FelCor Omaha Hotel Company, L.L.C., a Delaware limited liability company, FelCor
Country Villa Hotel, L.L.C., a Delaware limited liability company, FelCor Moline
Hotel, L.L.C., a Delaware limited liability company, FelCor Canada Co., a Nova
Scotia unlimited liability company, and SunTrust Bank, a Georgia banking
corporation (the "TRUSTEE").

                               RECITALS OF COMPANY

         FelCor LP has duly authorized the execution and delivery of this
Indenture to provide for the issuance initially of up to $600,000,000 aggregate
principal amount at maturity of FelCor LP's 8 1/2% Senior Notes Due 2011 (the
"NOTES") issuable as provided in this Indenture. Each Guarantor has duly
authorized the execution and delivery of this Indenture to provide for a
guarantee of the Notes and of certain of FelCor LP's obligations hereunder. All
things necessary to make this Indenture a valid agreement of FelCor LP and the
Guarantors in accordance with its terms, have been done, and FelCor LP and the
Guarantors have done all things necessary to make the Notes, when executed by
FelCor LP and authenticated and delivered by the Trustee hereunder and duly
issued by FelCor LP, the valid obligations of FelCor LP and the Guarantors as
hereinafter provided.

         This Indenture is subject to, and shall be governed by, the provisions
of the Trust Indenture Act of 1939, as amended, that are required to be a part
of and to govern indentures qualified under the Trust Indenture Act of 1939, as
amended.

                      AND THIS INDENTURE FURTHER WITNESSETH

         For and in consideration of the premises and the purchase of the Notes
by the Holders thereof, it is mutually covenanted and agreed, for the equal and
proportionate benefit of all Holders, as follows:


                                    ARTICLE I

                   DEFINITIONS AND INCORPORATION BY REFERENCE

         SECTION 1.01. Definitions.

         "ACQUIRED INDEBTEDNESS" means Indebtedness of a Person existing at the
time such Person becomes a Restricted Subsidiary or assumed in connection with
an Asset Acquisition from such Person by a Restricted Subsidiary and not
incurred by such Person in connection with, or in anticipation of, such Person
becoming a Restricted Subsidiary or such Asset Acquisition; provided that
Indebtedness of such Person which is redeemed, defeased, retired or otherwise
repaid at the time of or immediately upon consummation of the transactions by
which such Person becomes a Restricted Subsidiary or such Asset Acquisition
shall not be Acquired Indebtedness.

         "ADJUSTED CONSOLIDATED NET INCOME" means, for any period, the aggregate
net income (or loss) of FelCor, FelCor LP and their respective Restricted
Subsidiaries for such period determined on a consolidated



                                      -1-
<PAGE>   8

basis in conformity with GAAP plus the minority interest in FelCor LP, if
applicable; provided that the following items shall be excluded in computing
Adjusted Consolidated Net Income (without duplication): (i) the net income of
any Person (other than FelCor LP, FelCor or a Restricted Subsidiary), except to
the extent of the amount of dividends or other distributions actually paid to
FelCor LP, FelCor or any of their respective Restricted Subsidiaries by such
Person during such period; (ii) the net income of any Restricted Subsidiary to
the extent that the declaration or payment of dividends or similar distributions
by such Restricted Subsidiary of such net income is not at the time permitted by
the operation of the terms of its charter or any agreement, instrument,
judgment, decree, order, statute, rule or governmental regulation applicable to
such Restricted Subsidiary; (iii) any gains or losses (on an after-tax basis)
attributable to Asset Sales; (iv) for so long as the Notes are not rated
Investment Grade, any amount paid or accrued as dividends on Preferred Stock of
FelCor LP, FelCor or any Restricted Subsidiary owned by Persons other than
FelCor or FelCor LP and any of their respective Restricted Subsidiaries; and (v)
all extraordinary gains and extraordinary losses.

         "ADJUSTED CONSOLIDATED NET TANGIBLE ASSETS" means the total amount of
assets of FelCor LP, FelCor and their respective Restricted Subsidiaries (less
applicable depreciation, amortization and other valuation reserves), except to
the extent resulting from write-ups of capital assets (excluding write-ups in
connection with accounting for acquisitions in conformity with GAAP), after
deducting therefrom (i) all current liabilities of FelCor LP, FelCor and their
respective Restricted Subsidiaries (excluding intercompany items) and (ii) all
goodwill, trade names, trademarks, patents, unamortized debt discount and
expense and other like intangibles, all as set forth on the most recent
quarterly or annual consolidated balance sheet of FelCor LP or FelCor and their
respective Restricted Subsidiaries, prepared in conformity with GAAP and filed
with the Commission or provided to the Trustee pursuant to Section 4.17.

         "ADJUSTED TOTAL ASSETS" means, for any Person, the sum of (i) Total
Assets for such Person as of the end of the calendar quarter preceding the
Transaction Date as set forth on the most recent quarterly or annual
consolidated balance sheet of FelCor LP or FelCor and their respective
Restricted Subsidiaries, prepared in conformity with GAAP and filed with the
Commission or provided to the Trustee pursuant to Section 4.17 and (ii) any
increase in Total Assets following the end of such quarter including, without
limitation, any increase in Total Assets resulting from the application of the
proceeds of any additional Indebtedness.

         "AFFILIATE" means, as applied to any Person, any other Person directly
or indirectly controlling, controlled by, or under direct or indirect common
control with, such Person. For purposes of this definition, "CONTROL"
(including, with correlative meanings, the terms "CONTROLLING," "CONTROLLED BY"
and "UNDER COMMON CONTROL WITH"), as applied to any Person, means the
possession, directly or indirectly, of the power to direct or cause the
direction of the management and policies of such Person, whether through the
ownership of voting securities, by contract or otherwise.

         "AGENT" means any Registrar, Paying Agent, authenticating agent or
co-Registrar.

         "AGENT MEMBERS" has the meaning provided in Section 2.07(a).

         "ASSET ACQUISITION" means (i) an investment by FelCor LP or FelCor or
any of their respective Restricted Subsidiaries in any other Person pursuant to
which such Person shall become a Restricted Subsidiary or shall be merged into
or consolidated with FelCor LP or FelCor or any of their respective Restricted
Subsidiaries; provided that such Person's primary business is related,
ancillary, incidental or complementary to the businesses of FelCor LP or FelCor
or any of their respective Restricted Subsidiaries on the date of such
investment or (ii) an acquisition by FelCor LP or FelCor or any of their
respective Restricted Subsidiaries from any other Person that constitutes
substantially all of a division or line of business, or one or more hotel
properties, of such





                                      -2-
<PAGE>   9

Person; provided that the property and assets acquired are related, ancillary,
incidental or complementary to the businesses of FelCor LP or FelCor or any of
their respective Restricted Subsidiaries on the date of such acquisition.

         "ASSET DISPOSITION" means the sale or other disposition by FelCor LP or
FelCor or any of their respective Restricted Subsidiaries (other than to FelCor
LP, FelCor or another Restricted Subsidiary) of (i) all or substantially all of
the Capital Stock of any Restricted Subsidiary or (ii) all or substantially all
of the assets that constitute a division or line of business, or one or more
hotel properties, of FelCor LP or FelCor or any of their respective Restricted
Subsidiaries.

         "ASSET SALE" means any sale, transfer or other disposition (including
by way of merger, consolidation or sale-leaseback transaction) in one
transaction or a series of related transactions by FelCor LP or FelCor or any of
their Restricted Subsidiaries to any Person other than FelCor LP or FelCor or
any of their respective Restricted Subsidiaries of (i) all or any of the Capital
Stock of any Restricted Subsidiary other than sales permitted under clause (iv)
of Section 4.06, (ii) all or substantially all of the property and assets of an
operating unit or business of FelCor LP or FelCor or any of their respective
Restricted Subsidiaries or (iii) any other property and assets of FelCor LP or
FelCor or any of their respective Restricted Subsidiaries outside the ordinary
course of business of FelCor LP or FelCor or such Restricted Subsidiary and, in
each case, that is not governed by the provisions of this Indenture applicable
to mergers, consolidations and sales of assets of FelCor LP and FelCor; provided
that "Asset Sale" shall not include (a) sales or other dispositions of
inventory, receivables and other current assets, (b) sales, transfers or other
dispositions of assets with a fair market value not in excess of $1 million in
any transaction or series of related transactions or (c) sales or other
dispositions of assets for consideration at least equal to the fair market value
of the assets sold or disposed of, to the extent that the consideration received
would satisfy clause (i)(B) of the second sentence of Section 4.10.

         "AVERAGE LIFE" means at any date of determination with respect to any
debt security, the quotient obtained by dividing (i) the sum of the products of
(a) the number of years from such date of determination to the dates of each
successive scheduled principal payment of such debt security and (b) the amount
of such principal payment by (ii) the sum of all such principal payments.

         "BOARD OF DIRECTORS" means (i) with respect to FelCor the Board of
Directors of FelCor, (ii) with respect to FelCor LP, the Board of Directors of
its general partner, and (iii) with respect to the Subsidiary Guarantors, the
board of directors of its general partner or manager, as the case may be, or, in
each case, any committee of such Board of Directors duly authorized to act under
this Indenture.

         "BOARD RESOLUTION" means a copy of a resolution, certified by the
Secretary of such Person to have been duly adopted by the Board of Directors and
to be in full force and effect on the date of such certification, and delivered
to the Trustee.

         "BUSINESS DAY" means any day except a Saturday, Sunday or other day on
which commercial banks in The City of New York, or in the city of the Corporate
Trust Office of the Trustee, are authorized by law to close.

         "CAPITAL STOCK" means, with respect to any Person, any and all shares,
interests, participation or other equivalents (however designated, whether
voting or non-voting), including partnership interests, whether general or
limited, in the equity of such Person, whether outstanding on the Closing Date
or issued thereafter, including, without limitation, all Common Stock, Preferred
Stock and Units.



                                      -3-
<PAGE>   10

         "CAPITALIZED LEASE" means, as applied to any Person, any lease of any
property (whether real, personal or mixed) of which the discounted present value
of the rental obligations of such Person as lessee, in conformity with GAAP, is
required to be capitalized on the balance sheet of such Person.

         "CAPITALIZED LEASE OBLIGATIONS" means the discounted present value of
the rental obligations under a Capitalized Lease as reflected on the balance
sheet of such Person in accordance with GAAP.

         "CHANGE OF CONTROL" means such time as (i) a "PERSON" or "GROUP"
(within the meaning of Sections 13(d) and 14(d)(2) of the Exchange Act), becomes
the ultimate "BENEFICIAL OWNER" (as defined in Rule 13d-3 under the Exchange
Act) of more than 35% of the total voting power of the Voting Stock of FelCor
or, other than by FelCor, of FelCor LP on a fully diluted basis; (ii)
individuals who on the Closing Date constitute the Board of Directors of FelCor
(together with any new or replacement directors whose election by the Board of
Directors or whose nomination by the Board of Directors for election by FelCor's
shareholders was approved by a vote of at least a majority of the members of the
Board of Directors then still in office who either were members of the Board of
Directors on the Closing Date or whose election or nomination for election was
so approved) cease for any reason to constitute a majority of the members of the
Board of Directors then in office.

         "CLOSING DATE" means the date on which the Notes are first issued under
this Indenture.

         "COMMISSION" means the Securities and Exchange Commission, as from time
to time constituted, created under the Exchange Act or, if at any time after the
execution of this Indenture such Commission is not existing and performing the
duties now assigned to it under the TIA, then the body performing such duties at
such time.

         "COMMON STOCK" means, with respect to any Person, any and all shares,
interests, participations or other equivalents (however designated, whether
voting or non-voting), which have no preference on liquidation or with respect
to distributions over any other class of Capital Stock, including partnership
interests, whether general or limited, of such Person's equity, whether
outstanding on the Closing Date or issued thereafter, including, without
limitation, all series and classes of common stock.

         "COMPANY ORDER" means a written request or order signed in the name of
a Person (i) by its Chairman, a Vice Chairman, its President, a Vice President,
manager or similar officer of its general partner and (ii) by its Treasurer, an
Assistant Treasurer, its Secretary or an Assistant Secretary, manager or similar
officer of its general partner and delivered to the Trustee; provided, however,
that such written request or order may be signed by any two of the officers or
directors listed in clause (i) above in lieu of being signed by one of such
officers or directors listed in such clause (i) and one of the officers listed
in clause (ii) above.

         "CONSOLIDATED EBITDA" means, for any period, Adjusted Consolidated Net
Income for such period plus, to the extent such amount was deducted in
calculating such Adjusted Consolidated Net Income, (i) Consolidated Interest
Expense, (ii) income taxes (other than income taxes (either positive or
negative) attributable to extraordinary and non-recurring gains or losses or
sales of assets), (iii) depreciation expense, (iv) amortization expense and (v)
all other non-cash items reducing Adjusted Consolidated Net Income (other than
items that will require cash payments and for which an accrual or reserve is, or
is required by GAAP to be, made), less all non-cash items increasing Adjusted
Consolidated Net Income, all as determined on a consolidated basis for FelCor
LP, FelCor and their respective Restricted Subsidiaries in conformity with GAAP;
provided that, if any Restricted Subsidiary is not a Wholly Owned Restricted
Subsidiary, Consolidated EBITDA shall be reduced (to the extent not otherwise
reduced in accordance with GAAP) by an amount equal to (A) the amount of the
Adjusted Consolidated Net Income attributable to such Restricted Subsidiary
multiplied by (B) the percentage




                                      -4-
<PAGE>   11

ownership interest in the income of such Restricted Subsidiary not owned on the
last day of such period by FelCor LP or FelCor or any of their respective
Restricted Subsidiaries.

         "CONSOLIDATED INTEREST EXPENSE" means, for any period, without
duplication, the aggregate amount of interest expense in respect of Indebtedness
(including, without limitation, amortization of original issue discount on any
Indebtedness and the interest portion of any deferred payment obligation,
calculated in accordance with GAAP; all commissions, discounts and other fees
and expenses owed with respect to letters of credit and bankers' acceptance
financing; the net costs associated with Interest Rate Agreements and
Indebtedness that is Guaranteed or secured by assets of FelCor LP, FelCor or any
of their respective Restricted Subsidiaries and all but the principal component
of rentals in respect of Capitalized Lease Obligations paid, accrued or
scheduled to be paid or to be accrued by FelCor LP, FelCor and their respective
Restricted Subsidiaries) during such period, all as determined on a consolidated
basis (without taking into account Unrestricted Subsidiaries) in conformity with
GAAP; excluding (i) the amount of such interest expense of any Restricted
Subsidiary if the net income of such Restricted Subsidiary is excluded in the
calculation of Adjusted Consolidated Net Income pursuant to clause (ii) of the
definition thereof (but only in the same proportion as the net income of such
Restricted Subsidiary is excluded from the calculation of Adjusted Consolidated
Net Income pursuant to clause (ii) of the definition thereof) and (ii) any
premiums, fees and expenses (and any amortization thereof) payable in connection
with the offering of the Notes or paid in connection with any other Indebtedness
outstanding on March 31, 2001, all as determined on a consolidated basis
(without taking into account Unrestricted Subsidiaries) in conformity with GAAP.

         "CORPORATE TRUST OFFICE" means the office of the Trustee at which the
corporate trust business of the Trustee shall, at any particular time, be
principally administered, which office is, at the date of this Indenture,
located at 25 Park Place, 24th Floor, Atlanta, Georgia 30303-2900, Attention:
Corporate Trust Administration.

         "CURRENCY AGREEMENT" means any foreign exchange contract, currency swap
agreement or other similar agreement or arrangement.

         "DEFAULT" means any event that is, or after notice or passage of time
or both would be, an Event of Default.

         "DEPOSITARY" shall mean The Depository Trust Company, its nominees, and
their respective successors.

         "DISQUALIFIED STOCK" means any class or series of Capital Stock of any
Person that by its terms or otherwise is (i) required to be redeemed prior to
the Stated Maturity of the Notes, (ii) redeemable at the option of the holder of
such class or series of Capital Stock, other than Units, at any time prior to
the Stated Maturity of the Notes or (iii) convertible into or exchangeable for
Capital Stock referred to in clause (i) or (ii) above or Indebtedness having a
scheduled maturity prior to the Stated Maturity of the Notes; provided that any
Capital Stock that would not constitute Disqualified Stock but for provisions
thereof giving holders thereof the right to require such Person to repurchase or
redeem such Capital Stock upon the occurrence of an "asset sale" or "change of
control" occurring prior to the Stated Maturity of the Notes shall not
constitute Disqualified Stock if the "asset sale" or "change of control"
provisions applicable to such Capital Stock are no more favorable to the holders
of such Capital Stock than the provisions contained in Sections 4.10 and 4.11
and such Capital Stock specifically provides that such Person will not
repurchase or redeem any such stock pursuant to such provision prior to FelCor
LP's repurchase of such Notes as are required to be repurchased pursuant to
Sections 4.10 and 4.11.



                                      -5-
<PAGE>   12

         "DJONT" means DJONT Operations, L.L.C., a Delaware limited liability
company.

         "ESCROW ACCOUNT" means the escrow account created pursuant to the
Escrow Agreement.

         "ESCROW AGENT" means SunTrust Bank, or any successor Escrow Agent under
the Escrow Agreement.

         "ESCROW AGREEMENT" means the Escrow Agreement dated as of June 4, 2001
among FelCor LP, the Trustee and the Escrow Agent, as the same may be amended
from time to time in accordance with the provisions of Article IX of this
Indenture.

         "EVENT OF DEFAULT" has the meaning provided in Section 6.01.

         "EXCESS PROCEEDS" has the meaning provided in Section 4.10.

         "EXCHANGE ACT" means the Securities Exchange Act of 1934, as amended.

         "EXCHANGE NOTES" means any securities of FelCor LP containing terms
identical to the Notes (except that such Exchange Notes shall be registered
under the Securities Act) that are (i) issued and exchanged for such Notes
pursuant to the Registration Rights Agreement (or, with respect to Notes issued
after the Closing Date, pursuant to a registration rights agreement with
substantially the same terms and conditions as the Registration Rights
Agreement) and this Indenture or (ii) issued without the Private Placement
Legend pursuant to this Indenture.

         "EXISTING NOTES" means the 7-3/8% Senior Notes due 2004 issued in the
initial aggregate principal amount of $175,000,000, the 7-5/8% Senior Notes due
2007 issued in the initial aggregate principal amount of $125,000,000, the
9-1/2% Senior Notes due 2008 issued in the initial aggregate principal amount of
$400,000,000 and the 9-1/2% Senior Notes due 2008 issued in the initial
aggregate principal amount of $100,000,000.

         "FAIR MARKET VALUE" means the price that would be paid in an
arm's-length transaction between an informed and willing seller under no
compulsion to sell and an informed and willing buyer under no compulsion to buy,
as determined in good faith by the Board of Directors, whose determination shall
be conclusive if evidenced by a Board Resolution.

         "FOUR QUARTERS PERIOD" has the meaning provided in the definition of
"Interest Coverage Ratio."

         "FUNDS FROM OPERATIONS" for any period means the consolidated net
income of FelCor LP, FelCor and their respective Restricted Subsidiaries for
such period in conformity with GAAP excluding gains or losses from debt
restructurings which would be extraordinary items in accordance with GAAP and
sales of depreciable operating property, plus depreciation of real property
(including furniture and equipment) and after adjustments for unconsolidated
partnerships and joint ventures plus the minority interest in FelCor LP, if
applicable; provided that for purposes of the payment of any dividend or
distribution by FelCor LP or FelCor, "Funds From Operations" shall be equal to
$80 million plus the amount thereof computed for the period commencing with July
1, 2000 and ending on the last day of the last fiscal quarter preceding the
payment of such dividend or distribution.

         "GAAP" means generally accepted accounting principles in the United
States of America as in effect as of the Closing Date, including, without
limitation, those set forth in the opinions and pronouncements of the




                                      -6-
<PAGE>   13

Accounting Principles Board of the American Institute of Certified Public
Accountants and statements and pronouncements of the Financial Accounting
Standards Board or in such other statements by such other entity as approved by
a significant segment of the accounting profession. All ratios and computations
contained or referred to in this Indenture shall be computed in conformity with
GAAP applied on a consistent basis, except that calculations made for purposes
of determining compliance with the terms of the covenants and with other
provisions of this Indenture shall be made without giving effect to (i) the
amortization of any expenses incurred in connection with the offering of the
Notes and (ii) except as otherwise provided, the amortization of any amounts
required or permitted by Accounting Principles Board Opinions Nos. 16 and 17.

         "GLOBAL NOTES" has the meaning provided in Section 2.01.

         "GOVERNMENT SECURITIES" means direct obligations of, obligations
guaranteed by, or participations in pools consisting solely of obligations of or
obligations guaranteed by, the United States of America for the payment of which
obligations or guarantee the full faith and credit of the United States of
America is pledged and which are not callable or redeemable at the option of the
issuer thereof.

         "GUARANTEE" means any obligation, contingent or otherwise, of any
Person directly or indirectly guaranteeing any Indebtedness of any other Person
and, without limiting the generality of the foregoing, any obligation, direct or
indirect, contingent or otherwise, of such Person (i) to purchase or pay (or
advance or supply funds for the purchase or payment of) such Indebtedness of
such other Person (whether arising by virtue of partnership arrangements, or by
agreements to keep-well, to purchase assets, goods, securities or services
(unless such purchase arrangements are on arm's-length terms and are entered
into in the ordinary course of business), to take-or-pay, or to maintain
financial statement conditions or otherwise) or (ii) entered into for purposes
of assuring in any other manner the obligee of such Indebtedness of the payment
thereof or to protect such obligee against loss in respect thereof (in whole or
in part); provided that the term "Guarantee" shall not include endorsements for
collection or deposit in the ordinary course of business. The term "Guarantee"
used as a verb has a corresponding meaning.

         "GUARANTORS" means FelCor and the Subsidiary Guarantors, collectively.

         "HOLDER" or "NOTEHOLDER" means the registered holder of any Note.

         "INCUR" means, with respect to any Indebtedness, to incur, create,
issue, assume, Guarantee or otherwise become liable for or with respect to, or
become responsible for, the payment of, contingently or otherwise, such
Indebtedness, including an "Incurrence" of Acquired Indebtedness; provided that
neither the accrual of interest nor the accretion of original issue discount
shall be considered an Incurrence of Indebtedness.

         "INDEBTEDNESS" means, with respect to any Person at any date of
determination (without duplication), (i) all indebtedness of such Person for
borrowed money, (ii) all obligations of such Person evidenced by bonds,
debentures, notes or other similar instruments, (iii) the face amount of letters
of credit or other similar instruments (excluding obligations with respect to
letters of credit (including trade letters of credit) securing obligations
(other than obligations described in (i) or (ii) above or (v), (vi) or (vii)
below) entered into in the ordinary course of business of such Person to the
extent such letters of credit are not drawn upon or, if drawn upon, to the
extent such drawing is reimbursed no later than the third Business Day following
receipt by such Person of a demand for reimbursement), (iv) all unconditional
obligations of such Person to pay the deferred and unpaid purchase price of
property or services, which purchase price is due more than six months after the
date of placing such property in service or taking delivery and title thereto or
the completion of such services, except Trade Payables, (v) all Capitalized
Lease Obligations, (vi) all Indebtedness of other Persons secured by a Lien



                                      -7-
<PAGE>   14

on any asset of such Person, whether or not such Indebtedness is assumed by such
Person; provided that the amount of such Indebtedness shall be the lesser of (A)
the fair market value of such asset at such date of determination and (B) the
amount of such Indebtedness, (vii) all Indebtedness of other Persons Guaranteed
by such Person to the extent such Indebtedness is Guaranteed by such Person and
(viii) to the extent not otherwise included in this definition or the definition
of Consolidated Interest Expense, obligations under Currency Agreements and
Interest Rate Agreements. The amount of Indebtedness of any Person at any date
shall be the outstanding balance at such date of all unconditional obligations
of the type described above and, with respect to obligations under any
Guarantee, the maximum liability upon the occurrence of the contingency giving
rise to the obligation; provided that (A) the amount outstanding at any time of
any Indebtedness issued with original issue discount shall be deemed to be the
face amount with respect to such Indebtedness less the remaining unamortized
portion of the original issue discount of such Indebtedness at the date of
determination in conformity with GAAP and (B) Indebtedness shall not include any
liability for federal, state, local or other taxes.

         "INDENTURE" means this Indenture as originally executed or as it may be
amended or supplemented from time to time by one or more indentures supplemental
to this Indenture entered into pursuant to the applicable provisions of this
Indenture.

         "INSTITUTIONAL ACCREDITED INVESTOR" means an institution that is an
"accredited investor" as that term is defined in Rule 501(a)(1), (2), (3) or (7)
under the Securities Act.

         "INTEREST COVERAGE RATIO" means, on any Transaction Date, the ratio of
(i) the aggregate amount of Consolidated EBITDA for the then most recent four
fiscal quarters prior to such Transaction Date for which reports have been filed
with the Commission or provided to the Trustee pursuant to Section 4.17 ("FOUR
QUARTER PERIOD") to (ii) the aggregate Consolidated Interest Expense during such
Four Quarter Period. In making the foregoing calculation, (A) pro forma effect
shall be given to any Indebtedness Incurred or repaid (other than in connection
with an Asset Acquisition or Asset Disposition) during the period ("REFERENCE
PERIOD") commencing on the first day of the Four Quarter Period and ending on
the Transaction Date (other than Indebtedness Incurred or repaid under a
revolving credit or similar arrangement to the extent of the commitment
thereunder (or under any predecessor revolving credit or similar arrangement) in
effect on the last day of such Four Quarter Period unless any portion of such
Indebtedness is projected, in the reasonable judgment of the senior management
of FelCor LP or FelCor (as evidenced by an Officer's Certificate), to remain
outstanding for a period in excess of 12 months from the date of the Incurrence
thereof), in each case as if such Indebtedness had been Incurred or repaid on
the first day of such Reference Period; (B) Consolidated Interest Expense
attributable to interest on any Indebtedness (whether existing or being
Incurred) computed on a pro forma basis and bearing a floating interest rate
shall be computed as if the rate in effect on the Transaction Date (taking into
account any Interest Rate Agreement applicable to such Indebtedness if such
Interest Rate Agreement has a remaining term in excess of 12 months or, if
shorter, at least equal to the remaining term of such Indebtedness) had been the
applicable rate for the entire period; (C) pro forma effect shall be given to
Asset Dispositions and Asset Acquisitions (including giving pro forma effect to
the application of proceeds of any Asset Disposition and any Indebtedness
Incurred or repaid in connection with any such Asset Acquisitions or Asset
Dispositions) that occur during such Reference Period but subsequent to the end
of the related Four Quarter Period as if they had occurred and such proceeds had
been applied on the first day of such Reference Period; and (D) pro forma effect
shall be given to asset dispositions and asset acquisitions (including giving
pro forma effect to the application of proceeds of any asset disposition and any
Indebtedness Incurred or repaid in connection with any such asset acquisitions
or asset dispositions) that have been made by any Person that has become a
Restricted Subsidiary or has been merged with or into FelCor LP or FelCor or any
of their respective Restricted Subsidiaries during such Reference Period but
subsequent to the end of the related Four Quarter Period and that would have
constituted Asset Dispositions or Asset Acquisitions during such Reference
Period but subsequent to the end of




                                      -8-
<PAGE>   15

the related Four Quarter Period had such transactions occurred when such Person
was a Restricted Subsidiary as if such asset dispositions or asset acquisitions
were Asset Dispositions or Asset Acquisitions and had occurred on the first day
of such Reference Period; provided that to the extent that clause (C) or (D) of
this sentence requires that pro forma effect be given to an Asset Acquisition or
Asset Disposition, such pro forma calculation shall be based upon the four full
fiscal quarters immediately preceding the Transaction Date of the Person, or
division or line of business, or one or more hotel properties, of the Person
that is acquired or disposed of to the extent that such financial information is
available.

         "INTEREST PAYMENT DATE" means each semiannual interest payment date on
June 1 and December 1, of each year, commencing December 1, 2001.

         "INTEREST RATE AGREEMENT" means any interest rate protection agreement,
interest rate future agreement, interest rate option agreement, interest rate
swap agreement, interest rate cap agreement, interest rate collar agreement,
interest rate hedge agreement, option or future contract or other similar
agreement or arrangement with respect to interest rates.

         "INVESTMENT" in any Person means any direct or indirect advance, loan
or other extension of credit (including without limitation by way of Guarantee
or similar arrangement, but excluding advances to customers in the ordinary
course of business that are, in conformity with GAAP, recorded as accounts
receivable on the consolidated balance sheet of FelCor LP, FelCor and their
respective Restricted Subsidiaries) or capital contribution to (by means of any
transfer of cash or other property (tangible or intangible) to others or any
payment for property or services solely for the account or use of others, or
otherwise), or any purchase or acquisition of Capital Stock, bonds, notes,
debentures or other similar instruments issued by, such Person and shall include
(i) the designation of a Restricted Subsidiary as an Unrestricted Subsidiary and
(ii) the fair market value of the Capital Stock (or any other Investment), held
by FelCor LP or FelCor or any of their respective Restricted Subsidiaries of (or
in) any Person that has ceased to be a Restricted Subsidiary, including without
limitation, by reason of any transaction permitted by clause (iii) of Section
4.06; provided that the fair market value of the Investment remaining in any
Person that has ceased to be a Restricted Subsidiary shall be deemed not to
exceed the aggregate amount of Investments previously made in such Person valued
at the time such Investments were made, less the net reduction of such
Investments. For purposes of the definition of "Unrestricted Subsidiary" and
Section 4.04, (i) "Investment" shall include the fair market value of the assets
(net of liabilities (other than liabilities to FelCor LP or FelCor or any of
their respective Restricted Subsidiaries)) of any Restricted Subsidiary at the
time such Restricted Subsidiary is designated an Unrestricted Subsidiary, (ii)
the fair market value of the assets (net of liabilities (other than liabilities
to FelCor LP or FelCor or any of their respective Restricted Subsidiaries)) of
any Unrestricted Subsidiary at the time that such Unrestricted Subsidiary is
designated a Restricted Subsidiary shall be considered a reduction in
outstanding Investments and (iii) any property transferred to or from an
Unrestricted Subsidiary shall be valued at its fair market value at the time of
such transfer.

         "INVESTMENT GRADE" means a rating of the Notes by both S&P and Moody's,
each such rating being in one of such agency's four highest generic rating
categories that signifies investment grade (i.e. BBB- (or the equivalent) or
higher by S&P and Baa3 (or the equivalent) or higher by Moody's); provided, in
each case, such ratings are publicly available; provided, further, that in the
event Moody's or S&P is no longer in existence for purposes of determining
whether the Notes are rated "Investment Grade," such organization may be
replaced by a nationally recognized statistical rating organization (as defined
in Rule 436 under the Securities Act) designated by FelCor LP and FelCor, notice
of which shall be given to a Responsible Officer of the Trustee.



                                      -9-
<PAGE>   16

         "LIEN" means any mortgage, pledge, security interest, encumbrance, lien
or charge of any kind (including without limitation, any conditional sale or
other title retention agreement or lease in the nature thereof or any agreement
to give any security interest).

         "LINE OF CREDIT" means the credit facility established pursuant to the
Sixth Amended and Restated Credit Agreement dated as of December 18, 2000, among
FelCor LP, FelCor, FelCor Canada Co., the lenders party thereto, The Chase
Manhattan Bank, as Administrative Agent, The Chase Manhattan Bank of Canada, as
Additional Administrative Agent, Chase Securities, Inc., as Joint Lead Arranger,
Joint Book Manager and Syndication Agent, Bankers Trust Company, as Joint Lead
Arranger, Joint Book Manager and Documentation Agent, Bank of America, N.A., as
Documentation Agent, and Wells Fargo Bank, National Association, as
Documentation Agent, together with all other agreements, instruments and
documents executed or delivered pursuant thereto or in connection therewith, in
each case as such agreements, instruments or documents may be amended,
supplemented, extended, renewed, replaced or otherwise modified from time to
time; provided that, with respect to an agreement providing for the refinancing
of Indebtedness under the Line of Credit, such agreement shall be the Line of
Credit under this Indenture only if a notice to that effect is delivered by
FelCor LP and FelCor to a Responsible Officer of the Trustee.

         "MERGER AGREEMENT" means the Agreement and Plan of Merger dated as of
May 9, 2001 among FelCor and FelCor LP, on the one hand, and MeriStar and
MeriStar LP, on the other hand.

         "MERISTAR" means MeriStar Hospitality Corporation, a Maryland
corporation.

         "MERISTAR LP" means MeriStar Hospitality Operating Partnership, L.P., a
Delaware limited partnership.

         "MERISTAR MERGER" means, collectively, the merger of MeriStar with and
into FelCor and the merger of MeriStar LP with and into FelCor LP in accordance
with the terms of the Merger Agreement.

         "MOODY'S" means Moody's Investors Service, Inc. and its successors.

         "NET CASH PROCEEDS" means, (a) with respect to any Asset Sale, the
proceeds of such Asset Sale in the form of cash or cash equivalents, including
payments in respect of deferred payment obligations (to the extent corresponding
to the principal, but not interest, component thereof) when received in the form
of cash or cash equivalents (except to the extent such obligations are financed
or sold with recourse to FelCor LP or FelCor or any of their respective
Restricted Subsidiaries) and proceeds from the conversion of other property
received when converted to cash or cash equivalents, net of (i) brokerage
commissions and other fees and expenses (including fees and expenses of counsel
and investment bankers) related to such Asset Sale, (ii) provisions for all
taxes actually paid or payable as a result of such Asset Sale by FelCor LP,
FelCor and their respective Restricted Subsidiaries, taken as a whole, (iii)
payments made to repay Indebtedness or any other obligation outstanding at the
time of such Asset Sale that either (A) is secured by a Lien on the property or
assets sold or (B) is required to be paid as a result of such sale and (iv)
amounts reserved by FelCor LP, FelCor and their respective Restricted
Subsidiaries against any liabilities associated with such Asset Sale, including
without limitation, pension and other post-employment benefit liabilities,
liabilities related to environmental matters and liabilities under any
indemnification obligations associated with such Asset Sale, all as determined
on a consolidated basis in conformity with GAAP and (b) with respect to any
issuance or sale of Capital Stock, the proceeds of such issuance or sale in the
form of cash or cash equivalents, including payments in respect of deferred
payment obligations (to the extent corresponding to the principal, but not
interest, component thereof) when received in the form of cash or cash
equivalents (except to the extent such obligations are financed or sold with
recourse to




                                      -10-
<PAGE>   17

FelCor LP or FelCor or any of their respective Restricted Subsidiaries) and
proceeds from the conversion of other property received when converted to cash
or cash equivalents, net of attorney's fees, accountants's fees, underwriters'
or placement agents' fees, discounts or commissions and brokerage, consultant
and other fees incurred in connection with such issuance or sale and net of tax
paid or payable as a result thereof.

         "NON-U.S. PERSON" means a person who is not a U.S. person, as defined
in Regulation S.

         "NOTE REGISTER" has the meaning provided in Section 2.04.

         "NOTES" means any of the securities, as defined in the first paragraph
of the recitals hereof, that are authenticated and delivered under this
Indenture. For all purposes of this Indenture, the term "Notes" shall include
the Notes initially issued on the Closing Date, any other Notes issued after the
Closing Date under this Indenture and any Exchange Notes. For purposes of this
Indenture, all Notes shall vote together as one series of Notes under this
Indenture.

         "OFFER TO PURCHASE" means an offer to purchase Notes by FelCor LP, from
the Holders commenced by mailing a notice to the Trustee and each Holder
stating: (i) the covenant pursuant to which the offer is being made and that all
Notes validly tendered will be accepted for payment on a pro rata basis; (ii)
the purchase price and the date of purchase (which shall be a Business Day no
earlier than 30 days nor later than 60 days from the date such notice is mailed)
("PAYMENT DATE"); (iii) that any Note not tendered will continue to accrue
interest pursuant to its terms; (iv) that, unless FelCor LP defaults in the
payment of the purchase price, any Note accepted for payment pursuant to the
Offer to Purchase shall cease to accrue interest on and after the Payment Date;
(v) that Holders electing to have a Note purchased pursuant to the Offer to
Purchase will be required to surrender the Note, together with the form entitled
"Option of the Holder to Elect Purchase" on the reverse side of the Note
completed, to the Paying Agent at the address specified in the notice prior to
the close of business on the Business Day immediately preceding the Payment
Date; (vi) that Holders will be entitled to withdraw their election if the
Payment Agent receives, not later than the close of business on the third
Business Day immediately preceding the Payment Date, a telegram, facsimile
transmission or letter setting forth the name of such Holder, the principal
amount of Notes delivered for purchase and a statement that such Holder is
withdrawing his election to have such Notes purchased; and (vii) that Holders
whose Notes are being purchased only in part will be issued new Notes equal in
principal amount to the unpurchased portion of the Notes surrendered; provided
that each Note purchased and each new Note issued shall be in a principal amount
of $1,000 or integral multiples thereof. On the Payment Date, FelCor LP shall
(i) accept for payment on a pro rata basis Notes or portions thereof tendered
pursuant to an Offer to Purchase; (ii) deposit with the Paying Agent money
sufficient to pay the purchase price of all Notes or portions thereof so
accepted; and (iii) shall promptly thereafter deliver, or cause to be delivered,
to the Trustee all Notes or portions thereof so accepted together with an
Officers' Certificate specifying the Notes or portions thereof accepted for
payment by FelCor LP. The Paying Agent shall promptly mail to the Holders of
Notes so accepted payment in an amount equal to the purchase price, and the
Trustee shall promptly authenticate and mail to such Holders a new Note equal in
principal amount to any unpurchased portion of any Note surrendered; provided
that each Note purchased and each new Note issued shall be in a principal amount
of $1,000 or integral multiples thereof. FelCor LP shall publicly announce the
results of an Offer to Purchase as soon as practicable after the Payment Date.
FelCor LP shall comply with Rule 14e-1 under the Exchange Act and any other
securities laws and regulations thereunder to the extent such laws and
regulations are applicable, in the event that FelCor LP is required to
repurchase Notes pursuant to an Offer to Purchase.



                                      -11-
<PAGE>   18

         "OFFICER" means, with respect to any Person, (i) the Chairman of the
Board, the President, any Vice President or the Chief Financial Officer, and
(ii) the Treasurer or any Assistant Treasurer, or the Secretary or any Assistant
Secretary or Person holding a similar position at the general partner or manager
of such Person.

         "OFFICERS' CERTIFICATE" means a certificate signed by one Officer
listed in clause (i) of the definition thereof and one Officer listed in clause
(ii) of the definition thereof. Each Officers' Certificate (other than
certificates provided pursuant to TIA Section 314(a)(4)) shall include the
statements provided for in TIA Section 314(e).

         "OFFSHORE GLOBAL NOTE" has the meaning provided in Section 2.01.

         "OFFSHORE PHYSICAL NOTES" has the meaning provided in Section 2.01.

         "OFFSHORE NOTES EXCHANGE DATE" has the meaning provided in Section
2.01.

         "OPINION OF COUNSEL" means a written opinion signed by legal counsel
who may be an employee of or counsel to FelCor or FelCor LP. Each such Opinion
of Counsel shall include the statements provided for in TIA Section 314(e).

         "PAYING AGENT" has the meaning provided in Section 2.04, except that,
for the purposes of Article VIII, the Paying Agent shall not be FelCor LP, a
Subsidiary of FelCor LP, any Guarantor or an Affiliate of any of them. The term
"Paying Agent" includes any additional Paying Agent.

         "PERMANENT OFFSHORE GLOBAL NOTE" has the meaning provided in Section
2.01.

         "PERMITTED INVESTMENT" means (i) an Investment in FelCor LP or FelCor
or any of their Restricted Subsidiaries or a Person which will, upon the making
of such Investment, become a Restricted Subsidiary or be merged or consolidated
with or into or transfer or convey all or substantially all its assets to,
FelCor LP or FelCor or any of their Restricted Subsidiaries; provided that such
person's primary business is related, ancillary, incidental or complementary to
the businesses of FelCor LP or FelCor or any of their respective Restricted
Subsidiaries on the date of such Investment; (ii) Temporary Cash Investments;
(iii) payroll, travel and similar advances to cover matters that are expected at
the time of such advances ultimately to be treated as expenses in accordance
with GAAP; and (iv) stock, obligations or securities received in satisfaction of
judgments.

         "PHYSICAL NOTES" has the meaning provided in Section 2.01.

         "PREFERRED STOCK" means, with respect to any Person, any and all
shares, interests, participation or other equivalents (however designated,
whether voting or non-voting), which have a preference on liquidation or with
respect to distributions over any other class of Capital Stock, including
preferred partnership interests, whether general or limited, or such Person's
preferred or preference stock, whether outstanding on the Closing Date or issued
thereafter, including, without limitation, all series and classes of such
preferred or preference stock.

         "PRIVATE PLACEMENT LEGEND" means the legend initially set forth on the
Notes in the form set forth in the first paragraph of Section 2.02.

         "QIB" means a "qualified institutional buyer" as defined in Rule 144A.



                                      -12-
<PAGE>   19

         "RATINGS DOWNGRADE" means a rating of the Notes (1) by S&P and Moody's
lower than, in the case of S&P, BB- and, in the case of Moody's, Ba3, provided
in each case such ratings are publicly available or (2) by S&P or Moody's lower
than, in the case of S&P, BB- or, in the case of Moody's , Ba3, provided that in
any such case such rating is the only rating publicly available.

         "REDEMPTION DATE", when used with respect to any Note to be redeemed,
means the date fixed for such redemption by or pursuant to this Indenture.

         "REDEMPTION PRICE", when used with respect to any Note to be redeemed,
means the price at which such Note is to be redeemed pursuant to this Indenture.

         "REGISTRAR" has the meaning provided in Section 2.04.

         "REGISTRATION RIGHTS AGREEMENT" means the Registration Rights
Agreement, dated as of June 4, 2001, among FelCor LP, FelCor, 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, and certain permitted assigns specified therein.

         "REGISTRATION STATEMENT" means the Registration Statement as defined
and described in the Registration Rights Agreement.

         "REGULAR RECORD DATE" for the interest payable on any Interest Payment
Date means the May 15 or November 15 (whether or not a Business Day), as the
case may be, next preceding such Interest Payment Date.

         "REGULATION S" means Regulation S under the Securities Act.

         "RESPONSIBLE OFFICER", when used with respect to the Trustee, means the
chairman or any vice chairman of the board of directors, the chairman or any
vice chairman of the executive committee of the board of directors, the chairman
of the trust committee, the president, any vice president, any assistant vice
president, the secretary, any assistant secretary, the treasurer, any assistant
treasurer, the cashier, any assistant cashier, any trust officer or assistant
trust officer, the controller or any assistant controller or any other officer
of the Trustee customarily performing functions similar to those performed by
any of the above designated officers and also means, with respect to a
particular corporate trust matter, any other officer to whom such matter is
referred because of his or her knowledge of and familiarity with the particular
subject.

         "RESTRICTED SUBSIDIARY" means any Subsidiary of FelCor LP or FelCor
other than an Unrestricted Subsidiary; provided that FelCor LP shall not be a
Restricted Subsidiary of FelCor.

         "RULE 144A" means Rule 144A under the Securities Act.

         "SECURITIES ACT" means the Securities Act of 1933, as amended.

         "SECURED INDEBTEDNESS" means any Indebtedness secured by a Lien upon
the property of FelCor LP or FelCor or any of their respective Restricted
Subsidiaries, other than Indebtedness secured by a Stock Pledge to the extent
such Indebtedness does not exceed 50% of Adjusted Total Assets.



                                      -13-
<PAGE>   20

         "SENIOR INDEBTEDNESS" means the following obligations of FelCor LP or
FelCor or any of their respective Restricted Subsidiaries, whether outstanding
on the Closing Date or thereafter Incurred: (i) all Indebtedness and all other
monetary obligations (including expenses fees and other monetary obligations) of
FelCor LP and FelCor under the Line of Credit; (ii) all Indebtedness and all
other monetary obligations of FelCor LP or FelCor or any of their respective
Restricted Subsidiaries (other than the Notes), including principal and interest
on such Indebtedness, unless such Indebtedness, by its terms or by the terms of
any agreement or instrument pursuant to which such Indebtedness is issued is
expressly subordinated in right of payment to the Notes; and (iii) Subsidiary
Debt. Senior Indebtedness will also include interest accruing subsequent to
events of bankruptcy of FelCor LP and FelCor and their respective Restricted
Subsidiaries at the rate provided for the document governing such Senior
Indebtedness, whether or not such interest is an allowed claim enforceable
against the debtor in a bankruptcy case under bankruptcy law.

         "SHELF REGISTRATION STATEMENT" means the Shelf Registration Statement
as defined in the Registration Rights Agreement.

         "SIGNIFICANT SUBSIDIARY" means, at any date of determination, any
Restricted Subsidiary that, together with its Subsidiaries, (i) for the most
recent fiscal year of FelCor LP and FelCor, accounted for more than 10% of the
consolidated revenues of FelCor LP, FelCor and their respective Restricted
Subsidiaries or (ii) as of the end of such fiscal year, was the owner of more
than 10% of the consolidated assets of FelCor LP, FelCor and their respective
Restricted Subsidiaries, all as set forth on the most recently available
consolidated financial statements thereof for such fiscal year.

         "S&P" means Standard & Poor's, a division of The McGraw-Hill Companies,
and its successors.

         "SPECIFIED DATE" means any Redemption Date, Change of Control Payment
Date, Excess Proceeds Payment Date or any date on which the Notes first become
due and payable after an Event of Default.

         "STATED MATURITY" means, (i) with respect to any debt security, the
date specified in such debt security as the fixed date on which the final
installment of principal of such debt security is due and payable and (ii) with
respect to any scheduled installment of principal of or interest on any debt
security, the date specified in such debt security as the fixed date on which
such installment is due and payable.

         "STOCK PLEDGE" means a security interest in the equity interests of
subsidiaries of FelCor and/or FelCor LP.

         "SUBSIDIARY" means, with respect to any Person, any corporation,
association or other business entity of which more than 50% of the voting power
of the outstanding Voting Stock is owned, directly or indirectly, by such Person
and one or more other Subsidiaries of such Person and the accounts of which
would be consolidated with those of such Person in its consolidated financial
statements in accordance with GAAP, if such statements were prepared as of such
date.

         "SUBSIDIARY DEBT" means all unsecured Indebtedness of which a
Restricted Subsidiary is the primary obligor.

         "SUBSIDIARY GUARANTEE" means a Guarantee by each Subsidiary Guarantor
for payment of the Notes by such Subsidiary Guarantor. The Subsidiary Guarantee
will be an unsecured senior obligation of each Subsidiary Guarantor and will be
unconditional regardless of the enforceability of the Notes and this Indenture.
Notwithstanding the foregoing, each Subsidiary Guarantee by a Subsidiary
Guarantor shall provide by its terms



                                      -14-
<PAGE>   21

that it shall be automatically and unconditionally released and discharged upon
any sale, exchange or transfer, to any Person not an Affiliate of FelCor LP or
FelCor, of all of the Capital Stock owned by FelCor LP, FelCor and their
respective Restricted Subsidiaries in, or all or substantially all the assets
of, such Restricted Subsidiary (which sale, exchange or transfer is not then
prohibited by this Indenture).

         "SUBSIDIARY GUARANTOR" means 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, (xiv) FelCor Canada Co., a Nova Scotia
unlimited liability company, and (xv) each other Restricted Subsidiary that
executes a Subsidiary Guarantee in compliance with Section 4.07.

         "TEMPORARY CASH INVESTMENT" means any of the following: (i) direct
obligations of the United States of America or any agency thereof or obligations
fully and unconditionally guaranteed by the United States of America or any
agency thereof; (ii) time deposits accounts, certificates of deposit and money
market deposits maturing within 180 days of the date of acquisition thereof
issued by a bank or trust company which is organized under the laws of the
United States of America, any state thereof, and which bank or trust company has
capital, surplus and undivided profits aggregating in excess of $50 million and
has outstanding debt which is rated "A" (or such similar equivalent rating) or
higher by at least one nationally recognized statistical rating organization (as
defined in Rule 436 under the Securities Act) or any money-market fund sponsored
by a registered broker dealer or mutual fund distributor; (iii) repurchase
obligations with a term of not more than 30 days for underlying securities of
the types described in clause (i) above entered into with a bank meeting the
qualifications described in clause (ii) above; (iv) commercial paper, maturing
not more than 90 days after the date of acquisition, issued by a corporation
(other than an Affiliate of FelCor LP or FelCor) organized and in existence
under the laws of the United States of America, any state thereof with a rating
at the time as of which any investment therein is made of "P-1" (or higher)
according to Moody's or "A-1" (or higher) according to S&P; and (v) securities
with maturities of six months or less from the date of acquisition issued or
fully and unconditionally guaranteed by any state, commonwealth or territory of
the United States of America, or by any political subdivision or taxing
authority thereof, and rated at least "A" by S&P or Moody's.

         "TEMPORARY OFFSHORE GLOBAL NOTE" has the meaning provided in Section
2.01.

         "TIA" or "TRUST INDENTURE ACT" means the Trust Indenture Act of 1939,
as amended (15 U.S. Code Section 77aaa-77bbb), as in effect on the date this
Indenture was executed, except as provided in Section 9.06.

         "TOTAL ASSETS" means the sum of (i) Undepreciated Real Estate Assets
and (ii) all other assets of FelCor LP, FelCor and their respective Restricted
Subsidiaries on a consolidated basis determined in conformity with GAAP (but
excluding intangibles and accounts receivable).

         "TOTAL UNENCUMBERED ASSETS" as of any date means the sum of (i) those
Undepreciated Real Estate Assets not securing any portion of Secured
Indebtedness and (ii) all other assets (but excluding intangibles and accounts
receivable) of FelCor LP, FelCor and their respective Restricted Subsidiaries
not securing any portion of Secured Indebtedness determined on a consolidated
basis in accordance with GAAP.



                                      -15-
<PAGE>   22

         "TRADE PAYABLES" means, with respect to any Person, any accounts
payable or any other indebtedness or monetary obligation to trade creditors
created, assumed or Guaranteed by such Person or any of its Subsidiaries arising
in the ordinary course of business in connection with the acquisition of goods
or services.

         "TRANSACTION DATE" means, with the respect to the Incurrence of any
Indebtedness by FelCor LP or FelCor or any of their respective Restricted
Subsidiaries, the date such Indebtedness is to be Incurred and, with respect to
any Restricted Payment, the date such Restricted Payment is to be made.

         "TRUSTEE" means the party named as such in the first paragraph of this
Indenture until a successor replaces it in accordance with the provisions of
Article VII of this Indenture and thereafter means such successor.

         "UNDEPRECIATED REAL ESTATE ASSETS" means, as of any date, the cost
(being the original cost to FelCor LP or FelCor or any of their respective
Restricted Subsidiaries plus capital improvements) of real estate assets of
FelCor LP, FelCor and their Restricted Subsidiaries on such date, before
depreciation and amortization of such real estate assets, determined on a
consolidated basis in conformity with GAAP.

         "UNITED STATES BANKRUPTCY CODE" means the Bankruptcy Reform Act of
1978, as amended and as codified in Title 11 of the United States Code, as
amended from time to time hereafter, or any successor federal bankruptcy law.

         "U.S. GLOBAL NOTE" has the meaning provided in Section 2.01.

         "U.S. PHYSICAL NOTES" has the meaning provided in Section 2.01.

         "UNITS" means the limited partnership units of FelCor LP, that by their
terms are redeemable at the option of the holder thereof and that, if so
redeemed, at the election of FelCor are redeemable for cash or Common Stock of
FelCor.

         "UNRESTRICTED SUBSIDIARY" means (i) any Subsidiary of FelCor LP or
FelCor that at the time of determination shall be designated an Unrestricted
Subsidiary by the Board of Directors in the manner provided below; and (ii) any
Subsidiary of an Unrestricted Subsidiary. The Board of Directors may designate
any Restricted Subsidiary (including any newly acquired or newly formed
Subsidiary of FelCor LP or FelCor) to be an Unrestricted Subsidiary unless such
Subsidiary owns any Capital Stock of, or owns or holds any Lien on any property
of, FelCor LP or FelCor or any of their respective Restricted Subsidiaries;
provided that (A) any Guarantee by FelCor LP or FelCor or any of their
respective Restricted Subsidiaries of any Indebtedness of the Subsidiary being
so designated shall be deemed an "Incurrence" of such Indebtedness and an
"Investment" by FelCor LP or FelCor or such Restricted Subsidiary (or all, if
applicable) at the time of such designation, (B) either (I) the Subsidiary to be
so designated has total assets of $1,000 or less or (II) if such Subsidiary has
assets greater than $1,000, such designation would be permitted under Section
4.04 and (C) if applicable, the Incurrence of Indebtedness and the Investment
referred to in clause (A) of this proviso would be permitted under Sections 4.03
and 4.04. The Board of Directors may designate any Unrestricted Subsidiary to be
a Restricted Subsidiary; provided that (i) no Default or Event of Default shall
have occurred and be continuing at the time of or after giving effect to such
designation; and (ii) all Liens and Indebtedness of such Unrestricted Subsidiary
outstanding immediately after such designation would, if Incurred at such time,
have been permitted to be Incurred (and shall be deemed to have been Incurred)
for all purposes of this Indenture. Any such designation by the Board of
Directors shall be evidenced to the Trustee by promptly filing with the Trustee
a copy of the Board Resolution giving effect to such designation and an
Officers' Certificate certifying that such designation complied with the
foregoing provisions.



                                      -16-
<PAGE>   23

         "UNSECURED INDEBTEDNESS" means any Indebtedness of FelCor LP or FelCor
or any of their respective Restricted Subsidiaries that is not Secured
Indebtedness.

         "VOTING STOCK" means with respect to any Person, Capital Stock of any
class or kind ordinarily having the power to vote for the election of directors,
managers or other voting members of the governing body of such Person.

         "WHOLLY OWNED" means, with respect to any Subsidiary of any Person, the
ownership of all of the outstanding Capital Stock of such Subsidiary (other than
any director's qualifying shares or Investments by individuals mandated by
applicable law) by such Person or one or more Wholly Owned Subsidiaries of such
Person.
         SECTION 1.02. Incorporation by Reference of Trust Indenture Act.
Whenever this Indenture refers to a provision of the TIA, the provision is
incorporated by reference in and made a part of this Indenture. The following
TIA terms used in this Indenture have the following meanings:

         "INDENTURE NOTES" means the Notes;

         "INDENTURE NOTE HOLDER" means a Holder or a Noteholder;

         "INDENTURE TO BE QUALIFIED" means this Indenture;

         "INDENTURE TRUSTEE" or "INSTITUTIONAL TRUSTEE" means the Trustee; and

         "OBLIGOR" on the indenture securities means FelCor LP, the Guarantors
or any other obligor on the Notes.

         All other TIA terms used in this Indenture that are defined by the TIA,
defined by TIA reference to another statute or defined by a rule of the
Commission and not otherwise defined herein have the meanings assigned to them
therein.

         SECTION 1.03. Rules of Construction. Unless the context otherwise
requires:

                    (i)  a term has the meaning assigned to it;

                   (ii)  an accounting term not otherwise defined has the
                         meaning assigned to it in accordance with GAAP;

                  (iii)  "or" is not exclusive;

                   (iv)  words in the singular include the plural, and words in
                         the plural include the singular;

                    (v)  provisions apply to successive events and transactions;

                   (vi)  "HEREIN," "HEREOF" and other words of similar import
                         refer to this Indenture as a whole and not to any
                         particular Article, Section or other subdivision;



                                      -17-
<PAGE>   24

                  (vii)  all ratios and computations based on GAAP contained in
                         this Indenture shall be computed in accordance with the
                         definition of GAAP set forth in Section 1.01; and

                 (viii)  all references to Sections or Articles refer to
                         Sections or Articles of this Indenture unless otherwise
                         indicated.

                                   ARTICLE II

                                      NOTES

         SECTION 2.01. Form and Dating. The Notes and the Trustee's certificate
of authentication shall be substantially in the form annexed hereto as Exhibit A
with such appropriate insertions, omissions, substitutions and other variations
as are required or permitted by this Indenture. The Notes may have notations,
legends or endorsements required by law, stock exchange agreements to which
FelCor LP or the Guarantors are subject or usage. FelCor LP shall approve the
form of the Notes and any notation, legend or endorsement on the Notes. Each
Note shall be dated the date of its authentication.

         The terms and provisions contained in the form of the Notes annexed
hereto as Exhibit A shall constitute, and are hereby expressly made, a part of
this Indenture. To the extent applicable, FelCor LP, the Guarantors and the
Trustee, by their execution and delivery of this Indenture, expressly agree to
such terms and provisions and to be bound thereby.

         Notes offered and sold in reliance on Rule 144A shall be issued
initially in the form of one or more permanent global Notes in registered form,
substantially in the form set forth in Exhibit A (collectively, the "U.S. GLOBAL
NOTES"), deposited with the Trustee, as custodian for the Depositary, duly
executed by FelCor LP and authenticated by the Trustee as hereinafter provided.
The aggregate principal amount of the U.S. Global Notes may from time to time be
increased or decreased by adjustments made on the records of the Trustee, as
custodian for the Depositary or its nominee, as hereinafter provided.

         Notes offered and sold in offshore transactions in reliance on
Regulation S shall be issued initially in the form of one or more temporary
global Notes in registered form substantially in the form set forth in Exhibit A
(the "TEMPORARY OFFSHORE GLOBAL NOTES") deposited with the Trustee, as custodian
for the Depositary, duly executed by FelCor LP and authenticated by the Trustee
as hereinafter provided. At any time following 40 days from the initial issuance
of a series of notes (the "OFFSHORE NOTES EXCHANGE DATE"), upon receipt by the
Trustee and FelCor LP of a certificate substantially in the form of Exhibit B
hereto, one or more permanent global Notes in registered form substantially in
the form set forth in Exhibit A (the "PERMANENT OFFSHORE GLOBAL NOTES"; and
together with the Temporary Offshore Global Notes, the "OFFSHORE GLOBAL NOTES")
duly executed by FelCor LP and authenticated by the Trustee as hereinafter
provided shall be deposited with the Trustee, as custodian for the Depositary,
and the Registrar shall reflect on its books and records the date and a decrease
in the principal amount of the Temporary Offshore Global Notes in an amount
equal to the principal amount of the beneficial interest in the Temporary
Offshore Global Notes transferred.

         Notes offered and sold in reliance on Regulation D under the Securities
Act shall be issued in the form of permanent certificated Notes in registered
form in substantially the form set forth in Exhibit A (the "U.S. PHYSICAL
NOTES"). Notes issued pursuant to Section 2.07 in exchange for interests in the
Offshore Global Note shall be in the form of permanent certificated Notes in
registered form substantially in the form set forth in Exhibit A (the "OFFSHORE
PHYSICAL NOTES").



                                      -18-
<PAGE>   25

         The Offshore Physical Notes and U.S. Physical Notes are sometimes
collectively herein referred to as the "PHYSICAL NOTES". The U.S. Global Notes
and the Offshore Global Notes are sometimes referred to herein as the "GLOBAL
NOTES".

         The definitive Notes shall be typed, printed, lithographed or engraved
or produced by any combination of these methods or may be produced in any other
manner permitted by the rules of any securities exchange on which the Notes may
be listed, all as determined by the Officers executing such Notes, as evidenced
by their execution of such Notes.

         SECTION 2.02. Restrictive Legends. Unless and until a Note is exchanged
for an Exchange Note or sold in connection with an effective Registration
pursuant to the Registration Rights Agreement, the U.S. Global Notes, Temporary
Offshore Global Notes and each U.S. Physical Note shall bear the following
legend on the face thereof:

         THIS NOTE HAS NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF
         1933, AS AMENDED (THE "SECURITIES ACT"), AND, ACCORDINGLY, MAY NOT BE
         OFFERED OR SOLD WITHIN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR
         BENEFIT OF, U.S. PERSONS EXCEPT AS SET FORTH IN THE FOLLOWING SENTENCE.
         BY ITS ACQUISITION HEREOF, THE HOLDER (1) REPRESENTS THAT (A) IT IS A
         "QUALIFIED INSTITUTIONAL BUYER" (AS DEFINED IN RULE 144A UNDER THE
         SECURITIES ACT) OR (B) IT IS NOT A U.S. PERSON AND IS ACQUIRING THIS
         NOTE IN AN OFFSHORE TRANSACTION IN COMPLIANCE WITH REGULATION S UNDER
         THE SECURITIES ACT, (2) AGREES THAT IT WILL NOT, WITHIN THE TIME PERIOD
         REFERRED TO IN RULE 144(k) UNDER THE SECURITIES ACT AFTER ORIGINAL
         ISSUANCE OF THIS NOTE, RESELL OR OTHERWISE TRANSFER THIS NOTE EXCEPT
         (A) TO FELCOR OR FELCOR LP OR ANY SUBSIDIARY THEREOF, (B) TO A
         QUALIFIED INSTITUTIONAL BUYER IN COMPLIANCE WITH RULE 144A UNDER THE
         SECURITIES ACT, (C) OUTSIDE THE UNITED STATES IN AN OFFSHORE
         TRANSACTION IN COMPLIANCE WITH RULE 904 UNDER THE SECURITIES ACT, (D)
         PURSUANT TO THE EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144 UNDER
         THE SECURITIES ACT (IF AVAILABLE), (E) INSIDE THE UNITED STATES TO AN
         INSTITUTIONAL "ACCREDITED INVESTOR" (AS DEFINED IN RULE
         501(a)(1),(2),(3) OR (7) UNDER THE SECURITIES ACT) THAT, PRIOR TO SUCH
         TRANSFER, FURNISHES TO THE TRUSTEE A SIGNED LETTER CONTAINING CERTAIN
         REPRESENTATIONS AND AGREEMENTS RELATING TO THE RESTRICTIONS ON TRANSFER
         OF THIS NOTE (THE FORM OF WHICH LETTER CAN BE OBTAINED FROM THE
         TRUSTEE) AND IF SUCH TRANSFER IS IN RESPECT OF AN AGGREGATE PRINCIPAL
         AMOUNT OF NOTES AT THE TIME OF TRANSFER OF LESS THAN $100,000, AN
         OPINION OF COUNSEL ACCEPTABLE TO FELCOR AND FELCOR LP THAT SUCH
         TRANSFER IS IN COMPLIANCE WITH THE SECURITIES ACT OR (F) PURSUANT TO AN
         EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND (3)
         AGREES THAT IT WILL DELIVER TO EACH PERSON TO WHOM THIS NOTE IS
         TRANSFERRED A NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND. IN
         CONNECTION WITH ANY TRANSFER OF THIS NOTE WITHIN THE TIME PERIOD
         REFERRED TO IN RULE 144(k) UNDER THE SECURITIES ACT AFTER THE ORIGINAL
         ISSUANCE OF THIS NOTE, THE HOLDER MUST CHECK THE APPROPRIATE BOX SET
         FORTH ON THE REVERSE HEREOF RELATING TO THE MANNER OF SUCH TRANSFER AND
         SUBMIT THIS CERTIFICATE TO THE TRUSTEE. IF THE PROPOSED TRANSFEREE IS
         AN INSTITUTIONAL ACCREDITED INVESTOR, THE HOLDER MUST, PRIOR TO SUCH
         TRANSFER, FURNISH TO THE TRUSTEE AND FELCOR AND



                                      -19-
<PAGE>   26

         FELCOR LP SUCH CERTIFICATIONS, LEGAL OPINIONS OR OTHER INFORMATION AS
         EITHER OF THEM MAY REASONABLY REQUIRE TO CONFIRM THAT SUCH TRANSFER IS
         BEING MADE PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT
         SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. AS
         USED HEREIN, THE TERMS "OFFSHORE TRANSACTION", "UNITED STATES" AND
         "U.S. PERSON" HAVE THE MEANINGS GIVEN TO THEM BY REGULATION S UNDER
         THE SECURITIES ACT. THE INDENTURE CONTAINS A PROVISION REQUIRING THE
         TRUSTEE TO REFUSE TO REGISTER ANY TRANSFER OF THIS NOTE IN VIOLATION
         OF THE FOREGOING RESTRICTIONS.

         Each Global Note, whether or not an Exchange Note, shall also bear the
following legend on the face thereof:

         UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF
         THE DEPOSITORY TRUST COMPANY, TO FELCOR LP OR ITS AGENT FOR
         REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE
         ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR TO SUCH OTHER ENTITY
         AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST
         COMPANY OR SUCH OTHER REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY OR
         SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE
         DEPOSITORY TRUST COMPANY (AND ANY PAYMENT HEREON IS MADE TO CEDE & CO.
         OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE
         OF THE DEPOSITORY TRUST COMPANY), ANY TRANSFER, PLEDGE OR OTHER USE
         HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE
         REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. TRANSFERS
         OF THIS GLOBAL NOTE SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN
         PART, TO NOMINEES OF CEDE & CO. OR TO A SUCCESSOR THEREOF OR SUCH
         SUCCESSOR'S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL NOTE SHALL
         BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET
         FORTH IN SECTION 2.08 OF THE INDENTURE.

         SECTION 2.03. Execution, Authentication and Denominations. The Notes
shall be executed by two Officers of FelCor, as general partner of FelCor LP.
The signature of any of these Officers on the Notes may be by facsimile or
manual signature in the name and on behalf of FelCor or FelCor LP, as the case
may be.

         If an Officer whose signature is on a Note no longer holds that office
at the time the Trustee or authenticating agent authenticates the Note, the Note
shall be valid nevertheless.

         A Note shall not be valid until the Trustee or authenticating agent
manually signs the certificate of authentication on the Note. The signature
shall be conclusive evidence that the Note has been authenticated under this
Indenture.

         The Notes shall be issued in the initial aggregate principal amount of
$600,000,000; provided that FelCor LP may issue additional Notes hereunder
without limitation as to principal amount in accordance with Section 2.15
hereof.

         At any time and from time to time after the execution of this
Indenture, the Trustee or an authenticating agent shall upon receipt of a
Company Order authenticate for original issue Notes in the aggregate



                                      -20-
<PAGE>   27

principal amount specified in such Company Order; provided that the Trustee
shall be entitled to receive an Officers' Certificate and an Opinion of Counsel
of FelCor LP in connection with such authentication of Notes. Such Company Order
shall specify the amount of Notes to be authenticated and the date on which the
original issue of Notes is to be authenticated and in case of an issuance of
Notes pursuant to Section 2.15, shall certify that such issuance is in
compliance with Article IV.

         The Trustee may appoint an authenticating agent to authenticate Notes.
An authenticating agent may authenticate Notes whenever the Trustee may do so.
Each reference in this Indenture to authentication by the Trustee includes
authentication by such authenticating agent. An authenticating agent has the
same rights as an Agent to deal with FelCor LP or an Affiliate of FelCor LP.

         The Notes shall be issuable only in registered form without coupons and
only in denominations of $1,000 in principal amount at maturity and any integral
multiple of $1,000 in excess thereof.

         SECTION 2.04. Registrar and Paying Agent. FelCor LP shall maintain an
office or agency where Notes may be presented for registration of transfer or
for exchange (the "REGISTRAR"), an office or agency where Notes may be presented
for payment (the "PAYING AGENT") and an office or agency where notices and
demands to or upon FelCor LP in respect of the Notes and this Indenture may be
served, which shall be in the Borough of Manhattan, The City of New York. FelCor
LP shall cause the Registrar to keep a register of the Notes and of their
transfer and exchange (the "NOTE REGISTER"). FelCor LP may have one or more
co-Registrars and one or more additional Paying Agents.

         FelCor LP shall enter into an appropriate agency agreement with any
Agent not a party to this Indenture. The agreement shall implement the
provisions of this Indenture that relate to such Agent. FelCor LP shall give
prompt written notice to the Trustee of the name and address of any such Agent
and any change in the address of such Agent. If FelCor LP fails to maintain a
Registrar, Paying Agent and/or agent for service of notices and demands, the
Trustee shall act as such Registrar, Paying Agent and/or agent for service of
notices and demands. FelCor LP may remove any Agent upon written notice to such
Agent and the Trustee; provided that no such removal shall become effective
until (i) the acceptance of an appointment by a successor Agent to such Agent as
evidenced by an appropriate agency agreement entered into by FelCor LP and such
successor Agent and delivered to the Trustee or (ii) notification to the Trustee
that the Trustee shall serve as such Agent until the appointment of a successor
Agent in accordance with clause (i) of this proviso. Except with respect to
Article VIII, FelCor, FelCor LP, any Subsidiary of FelCor or FelCor LP, or any
Affiliate of any of them may act as Paying Agent, Registrar or co-Registrar,
and/or agent for service of notice and demands.

         FelCor LP initially appoints the Trustee as Registrar, Paying Agent,
authenticating agent and agent for service of notice and demands. If, at any
time, the Trustee is not the Registrar, the Registrar shall make available to
the Trustee on or before each Interest Payment Date and at such other times as
the Trustee may reasonably request, the names and addresses of the Holders as
they appear in the Note Register.

         SECTION 2.05. Paying Agent to Hold Money in Trust. Not later than each
due date of the principal, premium, if any, and interest on any Notes, FelCor LP
shall deposit with the Paying Agent money in immediately available funds
sufficient to pay such principal, premium, if any, and interest so becoming due;
provided that if the Trustee is then serving as Paying Agent, FelCor LP agrees
to use its reasonable best efforts to deposit or otherwise transfer such funds
to the Trustee by no later than 11:00 a.m., Atlanta, Georgia time on the
applicable due date. FelCor LP shall require each Paying Agent other than the
Trustee to agree in writing that such Paying Agent shall hold in trust for the
benefit of the Holders or the Trustee all money held by the Paying Agent for the
payment of principal of, premium, if any, and interest on the Notes (whether
such money has




                                      -21-
<PAGE>   28

been paid to it by FelCor LP or any other obligor on the Notes), and such Paying
Agent shall promptly notify the Trustee of any default by FelCor LP (or any
other obligor on the Notes) in making any such payment. FelCor LP at any time
may require a Paying Agent to pay all money held by it to the Trustee and
account for any funds disbursed, and the Trustee may at any time during the
continuance of any payment default, upon written request to a Paying Agent,
require such Paying Agent to pay all money held by it to the Trustee and to
account for any funds disbursed. Upon doing so, the Paying Agent shall have no
further liability for the money so paid over to the Trustee. If FelCor, FelCor
LP or any Subsidiary of FelCor or FelCor LP or any Affiliate of any of them acts
as Paying Agent, it will, on or before each due date of any principal of,
premium, if any, or interest on the Notes, segregate and hold in a separate
trust fund for the benefit of the Holders a sum of money sufficient to pay such
principal, premium, if any, or interest so becoming due until such sum of money
shall be paid to such Holders or otherwise disposed of as provided in this
Indenture, and will promptly notify the Trustee of its action or failure to act.

         SECTION 2.06. Transfer and Exchange. The Notes are issuable only in
registered form. A Holder may transfer a Note only by written application to the
Registrar stating the name of the proposed transferee and otherwise complying
with the terms of this Indenture. No such transfer shall be effected until, and
such transferee shall succeed to the rights of a Holder only upon, final
acceptance and registration of the transfer by the Registrar in the Note
Register. Prior to the registration of any transfer by a Holder as provided
herein, FelCor LP, the Guarantors, the Trustee, and any agent of FelCor LP shall
treat the person in whose name the Note is registered as the owner thereof for
all purposes whether or not the Note shall be overdue, and neither FelCor LP,
the Guarantors, the Trustee, nor any such agent shall be affected by notice to
the contrary. Furthermore, any Holder of a Global Note shall, by acceptance of
such Global Note, agree that transfers of beneficial interests in such Global
Note may be effected only through a book entry system maintained by the Holder
of such Global Note (or its agent) and that ownership of a beneficial interest
in the Note shall be required to be reflected in a book entry. When Notes are
presented to the Registrar or a co-Registrar with a request to register the
transfer or to exchange them for an equal principal amount of Notes of other
authorized denominations (including an exchange of Notes for Exchange Notes),
the Registrar shall register the transfer or make the exchange as requested if
its requirements for such transactions are met; provided that no exchanges of
Notes for Exchange Notes shall occur until a Registration Statement shall have
been declared effective by the Commission and that any Notes that are exchanged
for Exchange Notes shall be cancelled by the Trustee. To permit registrations of
transfers and exchanges, FelCor LP shall execute and the Trustee shall
authenticate Notes at the Registrar's request. No service charge shall be made
for any registration of transfer or exchange or redemption of the Notes, but
FelCor LP may require payment of a sum sufficient to cover any transfer tax or
similar governmental charge payable in connection therewith (other than any such
transfer taxes or other similar governmental charge payable upon exchanges
pursuant to Section 2.11, 3.08 or 9.04).

         The Registrar shall not be required (i) to issue, register the transfer
of or exchange any Note during a period beginning at the opening of business 15
days before the day of the mailing of a notice of redemption of Notes selected
for redemption under Section 3.03 and ending at the close of business on the day
of such mailing, or (ii) to register the transfer of or exchange any Note so
selected for redemption in whole or in part, except the unredeemed portion of
any Note being redeemed in part.

         SECTION 2.07. Book-Entry Provisions for Global Notes. (a) The U.S.
Global Note and Offshore Global Note initially shall (i) be registered in the
name of the Depositary for such Global Notes or the nominee of such Depositary,
(ii) be delivered to the Trustee as custodian for such Depositary and (iii) bear
legends as set forth in Section 2.02.



                                      -22-
<PAGE>   29

         Members of, or participants in, the Depositary ("AGENT MEMBERS") shall
have no rights under this Indenture with respect to any Global Note held on
their behalf by the Depositary, or the Trustee as its custodian, or under the
Global Note, and the Depositary may be treated by FelCor LP, the Guarantors, the
Trustee and any agent of FelCor LP, the Guarantors, or the Trustee as the
absolute owner of such Global Note for all purposes whatsoever. Notwithstanding
the foregoing, nothing herein shall prevent FelCor LP, the Guarantors, the
Trustee or any agent of FelCor LP, the Guarantors, or the Trustee, from giving
effect to any written certification, proxy or other authorization furnished by
the Depositary or impair, as between the Depositary and its Agent Members, the
operation of customary practices governing the exercise of the rights of a
holder of any Note.

         (b) Transfers of a Global Note shall be limited to transfers of such
Global Note in whole, but not in part, to the Depositary, its successors or
their respective nominees. Interests of beneficial owners in a Global Note may
be transferred in accordance with the rules and procedures of the Depositary and
the provisions of Section 2.08. In addition, U.S. Physical Notes and Offshore
Physical Notes shall be transferred to all beneficial owners in exchange for
their beneficial interests in the U.S. Global Note or the Offshore Global Note,
respectively, if (i) the Depositary notifies FelCor LP that it is unwilling or
unable to continue as Depositary for the U.S. Global Note or the Offshore Global
Note, as the case may be, and a successor depositary is not appointed by FelCor
LP within 90 days of such notice, (ii) an Event of Default has occurred and is
continuing and the Registrar has received a request therefor from the Depositary
or (iii) in accordance with the rules and procedures of the Depositary and the
provisions of Section 2.08.

         (c) Any beneficial interest in one of the Global Notes that is
transferred to a person who takes delivery in the form of an interest in the
other Global Note will, upon transfer, cease to be an interest in such Global
Note and become an interest in the other Global Note and, accordingly, will
thereafter be subject to all transfer restrictions, if any, and other procedures
applicable to beneficial interests in such other Global Note for as long as it
remains such an interest.

         (d) In connection with any transfer of a portion of the beneficial
interests in the U.S. Global Note or Permanent Offshore Global Note to
beneficial owners pursuant to paragraph (b) of this Section, the Registrar shall
reflect on its books and records the date and a decrease in the principal amount
of the U.S. Global Note or Permanent Offshore Global Note in an amount equal to
the principal amount of the beneficial interest in the U.S. Global Note or
Permanent Offshore Global Note to be transferred, and FelCor LP shall execute,
and the Trustee shall authenticate and deliver, one or more U.S. Physical Notes
or Offshore Physical Notes, as the case may be, of like tenor and amount.

         (e) In connection with the transfer of the entire U.S. Global Note or
Offshore Global Note to beneficial owners pursuant to paragraph (b) of this
Section, the U.S. Global Note or Offshore Global Note, as the case may be, shall
be deemed to be surrendered to the Trustee for cancellation, and FelCor LP shall
execute, and the Trustee shall authenticate and deliver, to each beneficial
owner identified by the Depositary in exchange for its beneficial interest in
the U.S. Global Note or Offshore Global Note, as the case may be, an equal
aggregate principal amount of U.S. Physical Notes or Offshore Physical Notes, as
the case may be, of authorized denominations.

         (f) Any U.S. Physical Note delivered in exchange for an interest in the
U.S. Global Note pursuant to paragraph (b), (d) or (e) of this Section shall,
except as otherwise provided by paragraph (f) of Section 2.08, bear the legend
regarding transfer restrictions applicable to the U.S. Physical Note set forth
in Section 2.02.

         (g) Any Offshore Physical Note delivered in exchange for an interest in
the Temporary Offshore Global Note pursuant to paragraph (b), (d) or (e) of this
Section shall, except as otherwise provided by




                                      -23-
<PAGE>   30

paragraph (f) of Section 2.08, bear the legend regarding transfer restrictions
applicable to the Offshore Physical Note set forth in Section 2.02.

         (h) The registered holder of a Global Note may grant proxies and
otherwise authorize any person, including Agent Members and persons that may
hold interests through Agent Members, to take any action which a Holder is
entitled to take under this Indenture or the Notes.

         SECTION 2.08. Special Transfer Provisions. Unless and until a Note is
exchanged for an Exchange Note or sold in connection with an effective
Registration Statement pursuant to the Registration Rights Agreement, the
following provisions shall apply:

         (a) Transfers to Non-QIB Institutional Accredited Investors. The
following provisions shall apply with respect to the registration of any
proposed transfer of a Note to any Institutional Accredited Investor which is
not a QIB (excluding Non-U.S. Persons):

                    (i)  The Registrar shall register the transfer of any Note,
                         whether or not such Note bears the Private Placement
                         Legend, if (x) the requested transfer is two years
                         after the original issuance of the Notes or (y) the
                         proposed transferee has delivered to the Registrar a
                         certificate substantially in the form of Exhibit C
                         hereto and, if such transfer is with respect to an
                         aggregate principal amount of Notes at the time of
                         transfer of less than $100,000, an opinion of counsel
                         acceptable to FelCor and FelCor LP that such transfer
                         is in compliance with the Securities Act.

                    (ii) If the proposed transferor is an Agent Member holding a
                         beneficial interest in the U.S. Global Note, upon
                         receipt by the Registrar of (x) the documents, if any,
                         required by paragraph (i) and (y) instructions given in
                         accordance with the Depositary's and the Registrar's
                         procedures, the Registrar shall reflect on its books
                         and records the date and a decrease in the principal
                         amount at maturity of the U.S. Global Note in an amount
                         equal to the principal amount at maturity of the
                         beneficial interest in the U.S. Global Note to be
                         transferred, and FelCor LP shall execute, and the
                         Trustee shall authenticate and deliver, one or more
                         U.S. Physical Notes of like tenor and amount.

         (b) Transfers to QIBs. The following provisions shall apply with
respect to the registration of any proposed transfer of a U.S. Physical Note or
an interest in the U.S. Global Note to a QIB (excluding Non-U.S. Persons):

                    (i)  If the Note to be transferred consists of (x) U.S.
                         Physical Notes, the Registrar shall register the
                         transfer if such transfer is being made by a proposed
                         transferor who has checked the box provided for on the
                         form of Note stating, or has otherwise advised FelCor
                         LP and the Registrar in writing, that the sale has been
                         made in compliance with the provisions of Rule 144A to
                         a transferee who has signed the certification provided
                         for on the form of Note stating, or has otherwise
                         advised FelCor LP and the Registrar in writing, that it
                         is purchasing the Note for its own account or an
                         account with respect to which it exercises sole
                         investment discretion and that it and any such account
                         is a QIB within the meaning of Rule 144A, and is aware
                         that the sale to it is being made in reliance on Rule
                         144A and acknowledges that it has received such
                         information regarding FelCor LP and the Guarantors as
                         it has requested pursuant to



                                      -24-
<PAGE>   31

                         Rule 144A or has determined not to request such
                         information and that it is aware that the transferor
                         is relying upon its foregoing representations in order
                         to claim the exemption from registration provided by
                         Rule 144A or (y) an interest in the U.S. Global Note,
                         the transfer of such interest may be effected only
                         through the book entry system maintained by the
                         Depositary.

                    (ii) If the proposed transferee is an Agent Member, and the
                         Note to be transferred consists of U.S. Physical Notes,
                         upon receipt by the Registrar of the documents referred
                         to in clause (i) and instructions given in accordance
                         with the Depositary's and the Registrar's procedures,
                         the Registrar shall reflect on its books and records
                         the date and an increase in the principal amount at
                         maturity of the U.S. Global Note in an amount equal to
                         the principal amount at maturity of the U.S. Physical
                         Notes, to be transferred, and the Trustee shall cancel
                         the U.S. Physical Note so transferred.

         (c) Transfers of Interests in the Temporary Offshore Global Note. The
following provisions shall apply with respect to registration of any proposed
transfer of interests in the Temporary Offshore Global Note:

                    (i)  The Registrar shall register the transfer of any Note
                         (x) if the proposed transferee is a Non-U.S. Person and
                         the proposed transferor has delivered to the Registrar
                         a certificate substantially in the form of Exhibit D
                         hereto or (y) if the proposed transferee is a QIB and
                         the proposed transferor has checked the box provided
                         for on the form of Note stating, or has otherwise
                         advised FelCor LP and the Registrar in writing, that
                         the sale has been made in compliance with the
                         provisions of Rule 144A to a transferee who has signed
                         the certification provided for on the form of Note
                         stating, or has otherwise advised FelCor LP and the
                         Registrar in writing, that it is purchasing the Note
                         for its own account or an account with respect to which
                         it exercises sole investment discretion and that it and
                         any such account is a QIB within the meaning of Rule
                         144A, and is aware that the sale to it is being made in
                         reliance on Rule 144A and acknowledges that it has
                         received such information regarding FelCor LP and the
                         Guarantors as it has requested pursuant to Rule 144A or
                         has determined not to request such information and that
                         it is aware that the transferor is relying upon its
                         foregoing representations in order to claim the
                         exemption from registration provided by Rule 144A.

                    (ii) If the proposed transferee is an Agent Member, upon
                         receipt by the Registrar of the documents referred to
                         in clause (i)(y) above and instructions given in
                         accordance with the Depositary's and the Registrar's
                         procedures, the Registrar shall reflect on its books
                         and records the date and an increase in the principal
                         amount at maturity of the U.S. Global Note, in an
                         amount equal to the principal amount at maturity of the
                         Temporary Offshore Global Note to be transferred, and
                         the Trustee shall decrease the amount of the Temporary
                         Offshore Global Note in such an amount.

         (d) Transfers of Interests in the Permanent Offshore Global Note or
Unlegended Offshore Physical Notes. The Registrar shall register the transfer of
any interests in the Permanent Offshore Global Note or unlegended Offshore
Physical Notes without requiring any additional certification.

         (e) Transfers to Non-U.S. Persons at Any Time. The following provisions
shall apply with respect to any transfer of a Note to a Non-U.S. Person:



                                      -25-
<PAGE>   32

                    (i)  Prior to 40 days from the initial issuance of a series
                         of notes, the Registrar shall register any proposed
                         transfer of a Note to a Non-U.S. Person upon receipt of
                         a certificate substantially in the form of Exhibit D
                         hereto from the proposed transferor. On and after 40
                         days from the initial issuance of a series of notes,
                         the Registrar shall register any proposed transfer to
                         any Non-U.S. Person if the Note to be transferred is a
                         U.S. Physical Note or an interest in the U.S. Global
                         Note, upon receipt of a certificate substantially in
                         the form of Exhibit D from the proposed transferor.

                    (ii) (a) If the proposed transferor is an Agent Member
                         holding a beneficial interest in the U.S. Global Note,
                         upon receipt by the Registrar of (x) the documents, if
                         any, required by paragraph (i) and (y) instructions in
                         accordance with the Depositary's and the Registrar's
                         procedures, the Registrar shall reflect on its books
                         and records the date and a decrease in the principal
                         amount at maturity of the U.S. Global Note in an amount
                         equal to the principal amount at maturity of the
                         beneficial interest in the U.S. Global Note to be
                         transferred, and (b) if the proposed transferee is an
                         Agent Member, upon receipt by the Registrar of
                         instructions given in accordance with the Depositary's
                         and the Registrar's procedures, the Registrar shall
                         reflect on its books and records the date and an
                         increase in the principal amount at maturity of the
                         Offshore Global Note in an amount equal to the
                         principal amount at maturity of the U.S. Physical Notes
                         or the U.S. Global Note, as the case may be, to be
                         transferred, and the Trustee shall cancel the U.S.
                         Physical Note, if any, so transferred or decrease the
                         amount of the U.S. Global Note.

         (f) Private Placement Legend. Upon the transfer, exchange or
replacement of Notes not bearing the Private Placement Legend, the Registrar
shall deliver Notes that do not bear the Private Placement Legend. Upon the
transfer, exchange or replacement of Notes bearing the Private Placement Legend,
the Registrar shall deliver only Notes that bear the Private Placement Legend
unless either (i) the circumstances contemplated by the second sentence of the
fourth paragraph of Section 2.01 or paragraphs (a)(i)(x) or (e)(ii) of this
Section 2.08 exist or (ii) there is delivered to the Registrar an Opinion of
Counsel reasonably satisfactory to FelCor and FelCor LP and the Trustee to the
effect that neither such legend nor the related restrictions on transfer are
required in order to maintain compliance with the provisions of the Securities
Act.

         (g) General. By its acceptance of any Note bearing the Private
Placement Legend, each Holder of such a Note acknowledges the restrictions on
transfer of such Note set forth in this Indenture and in the Private Placement
Legend and agrees that it will transfer such Note only as provided in this
Indenture. The Registrar shall not register a transfer of any Note unless such
transfer complies with the restrictions on transfer of such Note set forth in
this Indenture. In connection with any transfer of Notes, each Holder agrees by
its acceptance of the Notes to furnish the Registrar or FelCor LP such
certifications, legal opinions or other information as either of them may
reasonably require to confirm that such transfer is being made pursuant to an
exemption from, or a transaction not subject to, the registration requirements
of the Securities Act; provided that the Registrar shall not be required to
determine (but may rely on a determination made by FelCor LP with respect to)
the sufficiency of any such certifications, legal opinions or other information.

         The Registrar shall retain copies of all letters, notices and other
written communications received pursuant to Section 2.07 or this Section 2.08.
FelCor LP shall have the right to inspect and make copies of all such letters,
notices or other written communications at any reasonable time upon the giving
of reasonable written notice to the Registrar.



                                      -26-
<PAGE>   33

         SECTION 2.09. Replacement Notes. If a mutilated Note is surrendered to
the Trustee or if the Holder claims that the Note has been lost, destroyed or
wrongfully taken, FelCor LP shall issue and the Trustee shall authenticate a
replacement Note of like tenor and amount and bearing a number not
contemporaneously outstanding; provided that the requirements of this Section
2.09 are met. If required by the Trustee or FelCor LP, an indemnity bond must be
furnished that is sufficient in the judgment of both the Trustee and FelCor LP
to protect FelCor LP, the Guarantors, the Trustee or any Agent from any loss
that any of them may suffer if a Note is replaced. FelCor LP may charge such
Holder for its expenses and the expenses of the Trustee in replacing a Note. In
case any such mutilated, lost, destroyed or wrongfully taken Note has become or
is about to become due and payable, FelCor LP in its discretion may pay such
Note instead of issuing a new Note in replacement thereof.

         Every replacement Note is an additional obligation of FelCor LP and
shall be entitled to the benefits of this Indenture.

         SECTION 2.10. Outstanding Notes. Notes outstanding at any time are all
Notes that have been authenticated by the Trustee except for those cancelled by
it, those delivered to it for cancellation and those described in this Section
2.10 as not outstanding.

         If a Note is replaced pursuant to Section 2.09, it ceases to be
outstanding unless and until the Trustee and FelCor LP receive proof
satisfactory to them that the replaced Note is held by a bona fide purchaser.

         If the Paying Agent (other than FelCor, FelCor LP or an Affiliate of
FelCor or FelCor LP) holds on the maturity date money sufficient to pay Notes
payable on that date, then on and after that date such Notes cease to be
outstanding and interest on them shall cease to accrue.

         A Note does not cease to be outstanding because FelCor or FelCor LP or
one of their Affiliates holds such Note; provided that, in determining whether
the Holders of the requisite principal amount of the outstanding Notes have
given any request, demand, authorization, direction, notice, consent or waiver
hereunder, Notes owned by FelCor, FelCor LP, the Guarantors or any other obligor
upon the Notes or any Affiliate of FelCor LP or the Guarantors or of such other
obligor shall be disregarded and deemed not to be outstanding, except that, in
determining whether the Trustee shall be protected in relying upon any such
request, demand, authorization, direction, notice, consent or waiver, only Notes
which the Trustee knows to be so owned shall be so disregarded. Notes so owned
which have been pledged in good faith may be regarded as outstanding if the
pledgee establishes to the satisfaction of the Trustee the pledgee's right so to
act with respect to such Notes and that the pledgee is not FelCor LP or the
Guarantors or any other obligor upon the Notes or any Affiliate of FelCor LP or
the Guarantors or of such other obligor.

         SECTION 2.11. Temporary Notes. Until definitive Notes are ready for
delivery, FelCor LP may prepare and the Trustee shall authenticate temporary
Notes. Temporary Notes shall be substantially in the form of definitive Notes
but may have insertions, substitutions, omissions and other variations
determined to be appropriate by the Officers executing the temporary Notes, as
evidenced by their execution of such temporary Notes. If temporary Notes are
issued, FelCor LP will cause definitive Notes to be prepared without
unreasonable delay. After the preparation of definitive Notes, the temporary
Notes shall be exchangeable for definitive Notes upon surrender of the temporary
Notes at the office or agency of FelCor LP designated for such purpose pursuant
to Section 4.02, without charge to the Holder. Upon surrender for cancellation
of any one or more temporary Notes FelCor LP shall execute and the Trustee shall
authenticate and deliver in exchange therefor a like principal amount of
definitive Notes of authorized denominations. Until so exchanged, the temporary
Notes shall be entitled to the same benefits under this Indenture as definitive
Notes.



                                      -27-
<PAGE>   34

         SECTION 2.12. Cancellation. FelCor LP at any time may deliver to the
Trustee for cancellation any Notes previously authenticated and delivered
hereunder which FelCor LP may have acquired in any manner whatsoever, and may
deliver to the Trustee for cancellation any Notes previously authenticated
hereunder which FelCor LP has not issued and sold. The Registrar and the Paying
Agent shall forward to the Trustee any Notes surrendered to them for transfer,
exchange or payment. The Trustee shall cancel all Notes surrendered for
transfer, exchange, payment or cancellation in accordance with its normal
procedure.

         SECTION 2.13. CUSIP Numbers. FelCor LP in issuing the Notes may use
"CUSIP," "CINS" or "ISIN" numbers (if then generally in use), and the Trustee
shall use CUSIP, CINS or ISIN numbers, as the case may be, in notices of
redemption or exchange as a convenience to Holders; provided that any such
notice shall state that no representation is made as to the correctness of such
numbers either as printed on the Notes or as contained in any notice of
redemption or exchange and that reliance may be placed only on the other
identification numbers printed on the Notes.

         SECTION 2.14. Defaulted Interest. If FelCor LP or the Guarantors
default in a payment of interest on the Notes, FelCor LP or the Guarantors shall
pay, or shall deposit with the Paying Agent money in immediately available funds
sufficient to pay the defaulted interest, plus (to the extent lawful) any
interest payable on the defaulted interest, to the Persons who are Holders on a
subsequent special record date. A special record date, as used in this Section
2.14 with respect to the payment of any defaulted interest, shall mean the 15th
day next preceding the date fixed by FelCor LP for the payment of defaulted
interest, whether or not such day is a Business Day. At least 15 days before the
subsequent special record date, FelCor LP shall mail to each Holder and to the
Trustee a notice that states the subsequent special record date, the payment
date and the amount of defaulted interest to be paid.

         SECTION 2.15. Issuance of Additional Notes. FelCor LP may, subject to
compliance with Article IV of this Indenture, issue additional Notes under this
Indenture. The Notes issued on the Closing Date and any additional Notes
subsequently issued shall be treated as a single class for all purposes under
this Indenture.

                                   ARTICLE III

                                   REDEMPTION

         SECTION 3.01. Optional Redemption. Except as set forth in Section 3.09,
the Notes may not be redeemed prior to their Stated Maturity.

         SECTION 3.02. Notices to Trustee. If FelCor LP is required to redeem
Notes pursuant to Section 3.09, it shall notify the Trustee and the Escrow Agent
in writing of the Redemption Date, the Redemption Price (including a calculation
thereof) and the principal amount of Notes to be redeemed in an Officers'
Certificate at least 15 days before the Redemption Date (unless a shorter period
shall be satisfactory to the Trustee).

         SECTION 3.03. Selection of Notes to Be Redeemed. If less than all the
Notes are to be redeemed pursuant to Section 3.09, the Trustee shall select the
Notes to be redeemed on a pro rata basis or on as nearly a pro rata basis as
practicable (subject to the procedures of the Depositary) unless such method is
otherwise prohibited.

         The Trustee shall make the selection from the Notes outstanding and not
previously called for redemption. Notes in denominations of $1,000 in principal
amount at maturity may only be redeemed in whole.




                                      -28-
<PAGE>   35

The Trustee may select for redemption portions (equal to $1,000 in principal
amount at maturity or any integral multiple thereof) of Notes that have
denominations larger than $1,000 in principal amount at maturity. Provisions of
this Indenture that apply to Notes called for redemption also apply to portions
of Notes called for redemption. The Trustee shall notify FelCor LP and the
Registrar promptly in writing of the Notes or portions of Notes to be called for
redemption.

         SECTION 3.04. Notice of Redemption. With respect to a redemption of
Notes pursuant to Section 3.09, at least 10 days but not more than 30 days
before a Redemption Date, FelCor LP shall mail a notice of redemption by first
class mail to each Holder whose Notes are to be redeemed.

         The notice shall identify the Notes to be redeemed and shall state:

                    (i)    the Redemption Date;

                   (ii)    the Redemption Price;

                  (iii)    the name and address of the Paying Agent;

                   (iv)    that Notes called for redemption must be surrendered
                           to the Paying Agent in order to collect the
                           Redemption Price;

                    (v)    that, unless FelCor LP defaults in making the
                           redemption payment, interest on Notes called for
                           redemption ceases to accrue on and after the
                           Redemption Date and the only remaining right of the
                           Holders is to receive payment of the Redemption Price
                           plus accrued interest to the Redemption Date upon
                           surrender of the Notes to the Paying Agent;

                   (vi)    that, if any Note is being redeemed in part, the
                           portion of the principal amount (equal to $1,000 in
                           principal amount at maturity or any integral multiple
                           thereof) of such Note to be redeemed and that, on and
                           after the Redemption Date, upon surrender of such
                           Note, a new Note or Notes in principal amount at
                           maturity equal to the unredeemed portion thereof will
                           be reissued; and

                  (vii)    that, if any Note contains a CUSIP, CINS or ISIN
                           number as provided in Section 2.13, no representation
                           is being made as to the correctness of the CUSIP,
                           CINS or ISIN number either as printed on the Notes or
                           as contained in the notice of redemption and that
                           reliance may be placed only on the other
                           identification numbers printed on the Notes.

         At FelCor LP's request (which request may be revoked by FelCor LP at
any time prior to the time at which the Trustee shall have given such notice to
the Holders), made in writing to the Trustee at least 15 days (or such shorter
period as shall be satisfactory to the Trustee) before the Redemption Date, the
Trustee shall give the notice of redemption in the name and at the expense of
FelCor LP. If, however, FelCor LP gives such notice to the Holders, FelCor LP
shall concurrently deliver to the Trustee an Officers' Certificate stating that
such notice has been given.

         SECTION 3.05. Effect of Notice of Redemption. Once notice of redemption
is mailed, Notes called for redemption become due and payable on the Redemption
Date and at the Redemption Price. Upon surrender




                                      -29-
<PAGE>   36

of any Notes to the Paying Agent, such Notes shall be paid at the Redemption
Price plus accrued interest, if any, to the Redemption Date.

         Notice of redemption shall be deemed to be given when mailed, whether
or not the Holder receives the notice. In any event, failure to give such
notice, or any defect therein, shall not affect the validity of the proceedings
for the redemption of Notes held by Holders to whom such notice was properly
given.

         SECTION 3.06. Deposit of Redemption Price. On or prior to the
Redemption Date, FelCor LP shall deposit with the Paying Agent (or, if FelCor LP
is acting as its own Paying Agent, shall segregate and hold in trust as provided
in Section 2.05) money (together with funds deposited from the Escrow Account
pursuant to the terms of the Escrow Agreement) sufficient to pay the Redemption
Price of and accrued interest, if any, on all Notes to be redeemed on that date
other than Notes or portions thereof called for redemption on that date that
have been delivered by FelCor LP to the Trustee for cancellation.

         SECTION 3.07. Payment of Notes Called for Redemption. If notice of
redemption has been given in the manner provided above, the Notes or portion of
Notes specified in such notice to be redeemed shall become due and payable on
the Redemption Date at the Redemption Price stated therein, together with
accrued interest, if any, to such Redemption Date, and on and after such date
(unless FelCor LP shall default in the payment of such Notes at the Redemption
Price and accrued interest to the Redemption Date, in which case the principal,
until paid, shall bear interest from the Redemption Date at the rate prescribed
in the Notes), such Notes shall cease to accrue interest. Upon surrender of any
Note for redemption in accordance with a notice of redemption, such Note shall
be paid and redeemed by FelCor LP at the Redemption Price, together with accrued
interest, if any, to the Redemption Date; provided that installments of interest
whose Stated Maturity is on or prior to the Redemption Date shall be payable to
the Holders registered as such at the close of business on the relevant Regular
Record Date.

         SECTION 3.08. Notes Redeemed in Part. Upon surrender of any Note that
is redeemed in part, FelCor LP shall execute and the Trustee shall authenticate
and deliver to the Holder a new Note equal in principal amount to the unredeemed
portion of such surrendered Note.

         SECTION 3.09. Special Mandatory Redemption. On the earlier of (x)
November 30, 2001, if the MeriStar Merger has not been consummated on or prior
to such date, (y) 15 days after the termination of the MeriStar Merger Agreement
or (z) at any time, if FelCor LP determines that the MeriStar Merger is likely
not to be able to be consummated in a manner consistent in all material respects
with the description of the MeriStar Merger contained in the Offering Memorandum
dated May 24, 2000 relating to the issuance and sale of the Notes, FelCor LP
shall redeem $300,000,000 aggregate principal amount of the Notes at a
redemption price equal to 101% of the principal amount thereof plus accrued and
unpaid interest thereon, if any, to the Redemption Date.

                                   ARTICLE IV

                                    COVENANTS

         SECTION 4.01. Payment of Notes. FelCor LP shall pay the principal of,
premium, if any, and interest on the Notes on the dates and in the manner
provided in the Notes and this Indenture. An installment of principal, premium,
if any, or interest shall be considered paid on the date due if the Trustee or
Paying Agent (other than FelCor LP, a Subsidiary of FelCor LP, a Guarantor or
any Affiliate of any of them) holds on that


                                      -30-
<PAGE>   37

date money designated for and sufficient to pay the installment. If FelCor LP,
any Subsidiary of FelCor LP, a Guarantor or any Affiliate of any of them, acts
as Paying Agent, an installment of principal, premium, if any, or interest shall
be considered paid on the due date if the entity acting as Paying Agent complies
with the last sentence of Section 2.05. As provided in Section 6.09, upon any
bankruptcy or reorganization procedure relative to FelCor LP or any Guarantor,
the Trustee shall serve as the Paying Agent and conversion agent, if any, for
the Notes.

         FelCor LP shall pay interest on overdue principal, premium, if any, and
interest on overdue installments of interest, to the extent lawful, at the rate
per annum specified in the Notes.

         SECTION 4.02. Maintenance of Office or Agency. FelCor LP shall maintain
in the Borough of Manhattan, The City of New York an office or agency where
Notes may be surrendered for registration of transfer or exchange or for
presentation for payment and where notices and demands to or upon FelCor LP in
respect of the Notes and this Indenture may be served. FelCor LP will give
prompt written notice to the Trustee of the location, and any change in the
location, of such office or agency. If at any time FelCor LP shall fail to
maintain any such required office or agency or shall fail to furnish the Trustee
with the address thereof, such presentations, surrenders, notices and demands
may be made or served at the address of the Trustee set forth in Section 10.02.

         FelCor LP may also from time to time designate one or more other
offices or agencies where the Notes may be presented or surrendered for any or
all such purposes and may from time to time rescind such designations; provided
that no such designation or rescission shall in any manner relieve FelCor LP of
its obligation to maintain an office or agency in the Borough of Manhattan, The
City of New York for such purposes. FelCor LP shall give prompt written notice
to the Trustee of any such designation or rescission and of any change in the
location of any such other office or agency.

         FelCor LP hereby initially designates SunTrust Bank c/o Computer Share,
88 Pine Street, 19th Floor, New York, New York 10005, as agent for FelCor LP,
located in the Borough of Manhattan, The City of New York as such office of
FelCor LP in accordance with Section 2.04.

         SECTION 4.03. Limitation on Indebtedness. (a) Neither FelCor LP nor
FelCor shall, and neither FelCor LP nor FelCor shall permit any of their
respective Restricted Subsidiaries to, Incur any Indebtedness if, immediately
after giving effect to the Incurrence of such additional Indebtedness, the
aggregate principal amount of all outstanding Indebtedness of FelCor LP, FelCor
and their respective Restricted Subsidiaries on a consolidated basis determined
in accordance with GAAP is greater than 60% of Adjusted Total Assets.

         (b) Neither FelCor LP nor FelCor shall, and neither FelCor LP nor
FelCor shall permit any of their respective Restricted Subsidiaries to, Incur
any Subsidiary Debt or any Secured Indebtedness if, immediately after giving
effect to the Incurrence of such additional Subsidiary Debt or Secured
Indebtedness, the aggregate principal amount of all outstanding Subsidiary Debt
and Secured Indebtedness of FelCor LP, FelCor and their respective Restricted
Subsidiaries on a consolidated basis is greater than 45% of Adjusted Total
Assets.

         (c) Neither FelCor LP nor FelCor shall, and neither FelCor LP nor
FelCor shall permit any of their respective Restricted Subsidiaries to, Incur
any Indebtedness (other than the Existing Notes, the Subsidiary Guarantees
relating to the Existing Notes and other Indebtedness existing on the Closing
Date); provided that FelCor LP or FelCor or any of their respective Restricted
Subsidiaries may Incur Indebtedness if, after giving effect to the Incurrence of
such Indebtedness and the receipt and application of the proceeds therefrom, the


                                      -31-
<PAGE>   38

Interest Coverage Ratio of FelCor LP, FelCor and their respective Restricted
Subsidiaries on a consolidated basis would be greater than 2.0 to 1.

         (d) Notwithstanding paragraphs (a), (b) or (c) of this Section 4.03,
FelCor LP or FelCor or any of their respective Restricted Subsidiaries (except
as specified below) may Incur each and all of the following:

                    (i)  Indebtedness outstanding under the Line of Credit at
                         any time in an aggregate principal amount not to exceed
                         $700 million less any amount of such Indebtedness
                         permanently repaid as provided under Section 4.10;

                   (ii)  Indebtedness owed (A) to FelCor LP or FelCor evidenced
                         by an unsubordinated promissory note or (B) to any
                         Restricted Subsidiary; provided that any event which
                         results in any such Restricted Subsidiary ceasing to be
                         a Restricted Subsidiary or any subsequent transfer of
                         such Indebtedness (other than to FelCor LP or FelCor or
                         any other Restricted Subsidiary) shall be deemed, in
                         each case, to constitute an Incurrence of such
                         Indebtedness not permitted by this clause (ii);

                  (iii)  Indebtedness issued in exchange for, or the net
                         proceeds of which are used to refinance or refund,
                         outstanding Indebtedness (other than Indebtedness
                         Incurred under clause (i), (ii), (iv) or (vi) of this
                         paragraph) and any refinancings thereof in an amount
                         not to exceed the amount so refinanced or refunded
                         (plus premiums, accrued interest, fees and expenses);
                         provided that Indebtedness the proceeds of which are
                         used to refinance or refund the Notes or Indebtedness
                         that is pari passu with or subordinated in right of
                         payment to, the Notes shall only be permitted under
                         this clause (iii) if (A) in case the Notes are
                         refinanced in part or the Indebtedness to be refinanced
                         is pari passu with the Notes, such new Indebtedness, by
                         its terms or by the terms of any agreement or
                         instrument pursuant to which such new Indebtedness is
                         outstanding, is pari passu with or is expressly made
                         subordinate in right of payment to the remaining Notes,
                         (B) in case the Indebtedness to be refinanced is
                         subordinated in right of payment to the Notes, such new
                         Indebtedness, by its terms or by the terms of any
                         agreement or instrument pursuant to which such new
                         Indebtedness is issued or remains outstanding, is
                         expressly made subordinate in right of payment to the
                         Notes at least to the extent that the Indebtedness to
                         be refinanced is subordinated to the Notes and (C) such
                         new Indebtedness, determined as of the date of
                         Incurrence of such new Indebtedness, does not mature
                         prior to the Stated Maturity of the Indebtedness to be
                         refinanced or refunded, and the Average Life of such
                         new Indebtedness is at least equal to the remaining
                         Average Life of the Indebtedness to be refinanced or
                         refunded; and provided further that in no event may
                         Indebtedness of FelCor LP or FelCor that is pari passu
                         with or subordinated in right of payment to the Notes
                         be refinanced by means of any Indebtedness of any
                         Restricted Subsidiary pursuant to this clause (iii);

                   (iv)  Indebtedness (A) in respect of performance, surety or
                         appeal bonds provided in the ordinary course of
                         business, (B) under Currency Agreements and Interest
                         Rate Agreements; provided that such agreements (1) are
                         designed solely to protect FelCor LP or FelCor or any
                         of their respective Restricted Subsidiaries against
                         fluctuations in foreign currency exchange rates or
                         interest rates and (2) do not increase the Indebtedness
                         of the obligor outstanding at any time other than as a
                         result of

                                      -32-
<PAGE>   39
                         fluctuations in foreign currency exchange rates or
                         interest rates or by reason of fees, indemnities and
                         compensation payable thereunder, and (C) arising from
                         agreements providing for indemnification, adjustment of
                         purchase price or similar obligations, or from
                         Guarantees or letters of credit, surety bonds or
                         performance bonds securing any obligations of FelCor LP
                         or FelCor or any of their respective Restricted
                         Subsidiaries pursuant to such agreements, in any case
                         Incurred in connection with the disposition of any
                         business, assets or Restricted Subsidiary (other than
                         Guarantees of Indebtedness Incurred by any Person
                         acquiring all or any portion of such business, assets
                         or Restricted Subsidiary for the purpose of financing
                         such acquisition), in a principal amount not to exceed
                         the gross proceeds actually received by FelCor LP,
                         FelCor and their respective Restricted Subsidiaries on
                         a consolidated basis in connection with such
                         disposition;

                    (v)  Indebtedness of FelCor LP or FelCor, to the extent the
                         net proceeds thereof are promptly (A) used to purchase
                         Notes tendered in an Offer to Purchase made as a result
                         of a Change in Control or (B) deposited to defease the
                         Notes in accordance with Section 8.02 or 8.03; or

                   (vi)  Guarantees of the Notes and the Existing Notes and
                         Guarantees of Indebtedness of FelCor LP or FelCor by
                         any of their respective Restricted Subsidiaries
                         provided the guarantee of such Indebtedness is
                         permitted by and made in accordance with Section 4.07.

         (e) Notwithstanding any other provision of this Section 4.03, the
maximum amount of Indebtedness that FelCor LP or FelCor or any of their
respective Restricted Subsidiaries may Incur pursuant to this Section 4.03 shall
not be deemed to be exceeded, with respect to any outstanding Indebtedness due
solely to the result of fluctuations in the exchange rates of currencies.

         (f) For purposes of determining any particular amount of Indebtedness
under this Section 4.03, (1) Indebtedness Incurred under the Line of Credit on
or prior to the Closing Date shall be treated as Incurred pursuant to clause (i)
of paragraph (d) of this Section 4.03, (2) Guarantees, Liens or obligations with
respect to letters of credit supporting Indebtedness otherwise included in the
determination of such particular amount shall not be included and (3) any Liens
granted pursuant to the equal and ratable provisions referred to in Section 4.09
shall not be treated as Indebtedness. For purposes of determining compliance
with Section 4.03, in the event that an item of Indebtedness meets the criteria
of more than one of the types of Indebtedness described in the above clauses
(other than Indebtedness referred to in clause (2) of the preceding sentence),
each of FelCor LP and FelCor, in its sole discretion, shall classify such item
of Indebtedness and only be required to include the amount and type of such
Indebtedness in one of such clauses; provided that FelCor LP and FelCor must
classify such item of Indebtedness in an identical fashion.

         SECTION 4.04. Limitation on Restricted Payments. Neither FelCor LP nor
FelCor shall, and neither FelCor LP nor FelCor shall permit any of their
respective Restricted Subsidiaries to, directly or indirectly, (i) declare or
pay any dividend or make any distribution on or with respect to its Capital
Stock (other than (x) dividends or distributions payable solely in shares of its
Capital Stock (other than Disqualified Stock) or in options, warrants or other
rights to acquire shares of such Capital Stock and (y) pro rata dividends or
distributions on Common Stock of FelCor LP or any Restricted Subsidiary held by
minority stockholders) held by Persons other than FelCor LP or FelCor or any of
their respective Restricted Subsidiaries, (ii) purchase, redeem, retire or
otherwise acquire for value any shares of Capital Stock of (A) FelCor LP, FelCor
or an Unrestricted




                                      -33-
<PAGE>   40

Subsidiary (including options, warrants or other rights to acquire such shares
of Capital Stock) held by any Person other than FelCor LP or FelCor or any of
their respective Restricted Subsidiaries unless in connection with such purchase
the Unrestricted Subsidiary is designated as a Restricted Subsidiary or (B) a
Restricted Subsidiary (including options, warrants or other rights to acquire
such shares of Capital Stock) held by an Affiliate of FelCor LP or FelCor (other
than a Wholly Owned Restricted Subsidiary) or any holder (or any Affiliate of
such holder) of 5% or more of the Capital Stock of FelCor LP or FelCor, (iii)
make any voluntary or optional principal payment, or voluntary or optional
redemption, repurchase, defeasance or other acquisition or retirement for value,
of Indebtedness of FelCor LP or FelCor that is subordinated in right of payment
to the Notes or (iv) make an Investment, other than a Permitted Investment, in
any Person (such payments or any other actions described in clauses (i) through
(iv) above being collectively "RESTRICTED PAYMENTS") if, at the time of, and
after giving effect to, the proposed Restricted Payment: (A) a Default or Event
of Default shall have occurred and be continuing; (B) FelCor LP or FelCor could
not Incur at least $1.00 of Indebtedness under paragraphs (a), (b) and (c) of
Section 4.03; or (C) the aggregate amount of all Restricted Payments (the
amount, if other than in cash, to be determined in good faith by the Board of
Directors, whose determination shall be conclusive and evidenced by a Board
Resolution) made after September 15, 2000 shall exceed the sum of (1) 95% of the
aggregate amount of the Funds From Operations (or, if the Funds From Operations
is a loss, minus 100% of the amount of such loss) (determined by excluding
income resulting from transfers of assets by FelCor LP or FelCor or any of their
respective Restricted Subsidiaries to an Unrestricted Subsidiary) accrued on a
cumulative basis during the period (taken as one accounting period) beginning on
July 1, 2000 and ending on the last day of the last fiscal quarter preceding the
Transaction Date for which reports have been filed with the Commission or
provided to the Trustee pursuant to Section 4.17 plus (2) the aggregate Net Cash
Proceeds received by FelCor LP or FelCor after September 15, 2000 from the
issuance and sale permitted by this Indenture of its Capital Stock (other than
Disqualified Stock) to a Person who is not a Subsidiary of FelCor LP or FelCor,
including an issuance or sale permitted by this Indenture of Indebtedness of
FelCor LP or FelCor for cash subsequent to the Closing Date upon the conversion
of such Indebtedness into Capital Stock (other than Disqualified Stock) of
FelCor LP or FelCor, or from the issuance to a Person who is not a Subsidiary of
FelCor LP or FelCor of any options, warrants or other rights to acquire Capital
Stock of FelCor LP or FelCor (in each case, exclusive of any Disqualified Stock
or any options, warrants or other rights that are redeemable at the option of
the holder, or are required to be redeemed, prior to the Stated Maturity of the
Notes), plus (3) an amount equal to the net reduction in Investments (other than
reductions in Permitted Investments) in any Person resulting from payments of
interest on Indebtedness, dividends, repayments of loans or advances, or other
transfers of assets, in each case to FelCor LP or FelCor or any of their
respective Restricted Subsidiaries or from the Net Cash Proceeds from the sale
of any such Investment (except, in each case, to the extent any such payment or
proceeds are included in the calculation of Funds From Operations) or from
redesignations of Unrestricted Subsidiaries as Restricted Subsidiaries (valued
in each case as provided in the definition of "Investments") not to exceed, in
each case, the amount of Investments previously made by FelCor LP, FelCor and
their respective Restricted Subsidiaries in such Person or Unrestricted
Subsidiary, plus (4) the purchase price of noncash tangible assets acquired in
exchange for an issuance of Capital Stock (other than Disqualified Stock) of
FelCor LP or FelCor subsequent to September 15, 2000.

         Notwithstanding the foregoing, FelCor LP or FelCor may declare or pay
any dividend or make any distribution that is necessary to maintain FelCor's
status as a REIT under the Code if (1) the aggregate principal amount of all
outstanding Indebtedness of FelCor LP or FelCor on a consolidated basis at such
time is less than 60% of Adjusted Total Assets and (2) no Default or Event of
Default shall have occurred and be continuing.

         The foregoing provisions of this Section 4.04 shall not be violated by
reason of:



                                      -34-
<PAGE>   41

                    (i)  the payment of any dividend within 60 days after the
                         date of declaration thereof if, at said date of
                         declaration, such payment would comply with the
                         foregoing paragraph;

                   (ii)  the redemption, repurchase, defeasance or other
                         acquisition or retirement for value of Indebtedness
                         that is subordinated in right of payment to the Notes
                         including premium, if any, and accrued and unpaid
                         interest, with the proceeds of, or in exchange for,
                         Indebtedness Incurred under clause (iii) of paragraph
                         (d) of Section 4.03;

                  (iii)  the repurchase, redemption or other acquisition of
                         Capital Stock of FelCor LP or FelCor or an Unrestricted
                         Subsidiary (or options, warrants or other rights to
                         acquire such Capital Stock) in exchange for, or out of
                         the proceeds of a substantially concurrent issuance of,
                         shares of Capital Stock (other than Disqualified Stock)
                         of FelCor LP or FelCor (or options, warrants or other
                         rights to acquire such Capital Stock);

                   (iv)  the making of any principal payment on, or the
                         repurchase, redemption, retirement, defeasance or other
                         acquisition for value of, Indebtedness of FelCor LP or
                         FelCor which is subordinated in right of payment to the
                         Notes in exchange for, or out of the proceeds of, a
                         substantially concurrent issuance of, shares of the
                         Capital Stock (other than Disqualified Stock) of FelCor
                         LP or FelCor (or options, warrants or other rights to
                         acquire such Capital Stock);

                    (v)  payments or distributions, to dissenting stockholders
                         pursuant to applicable law pursuant to or in connection
                         with a consolidation, merger or transfer of assets that
                         complies with the provisions of the Indenture
                         applicable to mergers, consolidations and transfers of
                         all or substantially all of the property and assets of
                         FelCor LP or FelCor; or

                   (vi)  Investments in any Person or Persons in an aggregate
                         amount not to exceed $150 million after September 15,
                         2000; or

                  (vii)  Restricted Payments in an aggregate amount not to
                         exceed $200 million after September 15, 2000; provided
                         that at the time of, and after giving effect to, the
                         proposed Restricted Payment FelCor LP and FelCor could
                         have incurred at least $1.00 of Indebtedness under
                         paragraphs (a), (b) and (c) of Section 4.03;

provided that, except in the case of clauses (i) and (iii), no Default or Event
of Default shall have occurred and be continuing or occur as a direct
consequence of the actions or payments set forth therein.

Each Restricted Payment permitted pursuant to this paragraph (other than the
Restricted Payment referred to in clause (ii) of this paragraph, an exchange of
Capital Stock for Capital Stock or Indebtedness referred to in clause (iii) or
(iv) of this paragraph, or an Investment referred to in clause (vi) of this
paragraph or a Restricted Payment referred to in clause (vii) of this
paragraph), and the Net Cash Proceeds from any issuance of Capital Stock
referred to in clauses (iii) and (iv), shall be included in calculating whether
the conditions of clause (C) of the first paragraph of this Section 4.04 have
been met with respect to any subsequent Restricted Payments.

         Notwithstanding anything to the contrary contained in this Section
4.04, except in the case of clauses (iii) and (v) of the immediately preceding
paragraph, in no case shall FelCor LP, FelCor or any of their respective
Restricted Subsidiaries, directly or indirectly, purchase, redeem or otherwise
acquire any Capital Stock




                                      -35-
<PAGE>   42

unless at the time of, and after giving effect to, such proposed Restricted
Payment, the ratio of Indebtedness to Consolidated EBITDA of FelCor LP, FelCor
and their respective Restricted Subsidiaries on a consolidated basis would be
equal to or less than 4.85 to 1.

         SECTION 4.05. Limitation on Dividend and Other Payment Restrictions
Affecting Restricted Subsidiaries. Neither FelCor LP nor FelCor shall, and
neither FelCor LP nor FelCor shall permit any of their respective Restricted
Subsidiaries to, create or otherwise cause or suffer to exist or become
effective any consensual encumbrance or restriction of any kind on the ability
of any Restricted Subsidiary to (i) pay dividends or make any other
distributions permitted by applicable law on any Capital Stock of such
Restricted Subsidiary owned by FelCor LP or FelCor or any of their respective
Restricted Subsidiaries, (ii) pay any Indebtedness owed to FelCor LP, FelCor or
any other Restricted Subsidiary, (iii) make loans or advances to FelCor LP,
FelCor or any other Restricted Subsidiary or (iv) transfer its property or
assets to FelCor LP, FelCor or any other Restricted Subsidiary.

         The foregoing provisions shall not restrict any encumbrances or
restrictions:

                    (i)  existing on the Closing Date in the Indenture, the Line
                         of Credit and any other agreement in effect on the
                         Closing Date to the extent listed on Schedule A to this
                         Indenture, and any extensions, refinancings, renewals
                         or replacements of such agreements; provided that the
                         encumbrances and restrictions in any such extensions,
                         refinancings, renewals or replacements are no less
                         favorable in any material respect to the Holders than
                         those encumbrances or restrictions that are then in
                         effect and that are being extended, refinanced, renewed
                         or replaced;

                   (ii)  existing under or by reason of applicable law;

                  (iii)  existing with respect to any Person or the property or
                         assets of such Person acquired by FelCor LP, FelCor or
                         any Restricted Subsidiary, existing at the time of such
                         acquisition and not incurred in contemplation thereof,
                         which encumbrances or restrictions are not applicable
                         to any Person or the property or assets of any Person
                         other than such Person or the property or assets of
                         such Person so acquired;

                   (iv)  in the case of clause (iv) of the first paragraph of
                         this Section 4.05, (A) that restrict in a customary
                         manner the subletting, assignment or transfer of any
                         property or asset that is a lease, license, conveyance
                         or contract or similar property or asset, (B) existing
                         by virtue of any transfer of, agreement to transfer,
                         option or right with respect to, or Lien on, any
                         property or assets of FelCor LP, FelCor or any
                         Restricted Subsidiary not otherwise prohibited by this
                         Indenture or (C) arising or agreed to in the ordinary
                         course of business, not relating to any Indebtedness,
                         and that do not, individually or in the aggregate,
                         detract from the value of property or assets of FelCor
                         LP, FelCor or any Restricted Subsidiary in any manner
                         material to FelCor LP, FelCor and their respective
                         Restricted Subsidiaries, taken as a whole;

                    (v)  with respect to a Restricted Subsidiary and imposed
                         pursuant to an agreement that has been entered into for
                         the sale or disposition of all or substantially all of
                         the Capital Stock of, or property and assets of, such
                         Restricted Subsidiary; or



                                      -36-
<PAGE>   43

                   (vi)  contained in the terms of any Indebtedness or any
                         agreement pursuant to which such Indebtedness was
                         issued if (A) the encumbrance or restriction applies
                         only in the event of a payment default or a default
                         with respect to a financial covenant contained in such
                         Indebtedness or agreement, (B) the encumbrance or
                         restriction is not materially more disadvantageous to
                         the Holders of the Notes than is customary in
                         comparable financings (as determined by FelCor LP and
                         FelCor) and (C) each of FelCor LP and FelCor determines
                         that any such encumbrance or restriction will not
                         materially affect such Persons' ability to make
                         principal or interest payments on the Notes.

         Nothing contained in this Section 4.05 shall prevent FelCor LP, FelCor
or any Restricted Subsidiary from (1) creating, incurring, assuming or suffering
to exist any Liens otherwise permitted in Section 4.09 or (2) restricting the
sale or other disposition of property or assets of FelCor LP or FelCor or any of
their respective Restricted Subsidiaries that secure Indebtedness of FelCor LP,
FelCor or any of their respective Restricted Subsidiaries.

         SECTION 4.06. Limitation on the Issuance and Sale of Capital Stock of
Restricted Subsidiaries. Neither FelCor LP nor FelCor shall sell, and neither
FelCor LP nor FelCor shall permit any of their respective Restricted
Subsidiaries, directly or indirectly, to issue or sell, any shares of Capital
Stock of a Restricted Subsidiary (including options, warrants or other rights to
purchase shares of such Capital Stock) except (i) to FelCor LP, FelCor or a
Wholly Owned Restricted Subsidiary, (ii) issuances of director's qualifying
shares or sales to individuals of shares of Restricted Subsidiaries, to the
extent required by applicable law or to the extent necessary to obtain local
liquor licenses, (iii) if, immediately after giving effect to such issuance or
sale, such Restricted Subsidiary would no longer constitute a Subsidiary and any
Investment in such Person remaining after giving effect to such issuance or sale
would have been permitted to be made under Section 4.04 if made on the date of
such issuance or sale or (iv) sales of not greater than 20% of the Capital Stock
of a newly-created Restricted Subsidiary made in connection with, or in
contemplation of, the acquisition or development by such Restricted Subsidiary
of one or more properties to any Person that is, or is an Affiliate of, the
entity that provides, franchise, management or other services, as the case may
be, to one or more properties owned by such Restricted Subsidiary.

         SECTION 4.07. Limitation on Issuances of Guarantees by Restricted
Subsidiaries. Neither FelCor LP nor FelCor shall permit any of their respective
Restricted Subsidiaries, directly or indirectly, to Guarantee any Indebtedness
of FelCor LP or FelCor which is pari passu with or subordinate in right of
payment to the Notes ("GUARANTEED INDEBTEDNESS"), unless (i) such Restricted
Subsidiary simultaneously executes and delivers a supplemental indenture to this
Indenture providing for a Subsidiary Guarantee by such Restricted Subsidiary and
(ii) such Restricted Subsidiary waives and will not in any manner whatsoever
claim or take the benefit or advantage of, any rights of reimbursement,
indemnity or subrogation or any other rights against FelCor LP, FelCor or any
other Restricted Subsidiary as a result of any payment by such Restricted
Subsidiary under its Subsidiary Guarantee; provided that this Section 4.07 shall
not be applicable to any Guarantee of any Restricted Subsidiary that existed at
the time such Person became a Restricted Subsidiary and was not Incurred in
connection with, or in contemplation of, such person becoming a Restricted
Subsidiary. If the Guaranteed Indebtedness is (A) pari passu with the Notes,
then the Guarantee of such Guaranteed Indebtedness shall be pari passu with, or
subordinated to, the Subsidiary Guarantee or (B) subordinated to the Notes, then
the Guarantee of such Guarantee Indebtedness shall be subordinated to the
Subsidiary Guarantee at least to the extent that the Guaranteed Indebtedness is
subordinated to the Notes.

         Notwithstanding the foregoing, any Subsidiary Guarantee by a Restricted
Subsidiary may provide by its terms that it shall be automatically and
unconditionally released and discharged upon (i) any sale, exchange




                                      -37-
<PAGE>   44

or transfer, to any Person not an Affiliate of FelCor LP or FelCor, of all of
Capital Stock held by FelCor LP, FelCor and their respective Restricted
Subsidiaries in, or all or substantially all the assets of, such Restricted
Subsidiary (which sale, exchange or transfer is not prohibited by this
Indenture) or (ii) the release or discharge of the Guarantee which resulted in
the creation of such Subsidiary Guarantee, except a discharge or release by or
as a result of payment under such Guarantee.

         SECTION 4.08. Limitation on Transactions with Affiliates. Neither
FelCor LP nor FelCor shall, and neither FelCor LP nor FelCor shall permit any of
their respective Restricted Subsidiaries to, directly or indirectly, enter into,
renew or extend any transaction (including, without limitations, the purchase,
sale, lease or exchange of property or assets, or the rendering of any service)
with any holder (or any Affiliate of such holder) of 5% or more of any class of
Capital Stock of FelCor LP or FelCor or with any Affiliate of FelCor LP or
FelCor or any of their respective Restricted Subsidiaries, except upon fair and
reasonable terms no less favorable to FelCor LP, FelCor or such Restricted
Subsidiary than could be obtained, at the time of such transaction or, if such
transaction is pursuant to a written agreement, at the time of the execution of
the agreement providing therefor, in a comparable arm's-length transaction with
a Person that is not such a holder or an Affiliate.

         The foregoing limitation shall not limit, and shall not apply to:

                    (i)  transactions (A) approved by a majority of the
                         independent directors of FelCor or (B) for which FelCor
                         LP, FelCor or any Restricted Subsidiary delivers to the
                         Trustee a written opinion of a nationally recognized
                         investment banking firm stating that the transaction is
                         fair to FelCor LP, FelCor or such Restricted Subsidiary
                         from a financial point of view;

                   (ii)  any transaction solely between FelCor LP or FelCor and
                         any of their respective Wholly Owned Restricted
                         Subsidiaries or solely between Wholly Owned Restricted
                         Subsidiaries;

                  (iii)  the payment of reasonable and customary fees and
                         expenses to directors of FelCor who are not employees
                         of FelCor;

                   (iv)  any payments or other transactions pursuant to any
                         tax-sharing agreement between FelCor LP or FelCor and
                         any other Person with which FelCor LP or FelCor files a
                         consolidated tax return or with which FelCor LP or
                         FelCor is part of a consolidated group for tax
                         purposes; or

                    (v)  any Restricted Payments not prohibited by Section 4.04.

         Notwithstanding the foregoing, any transaction or series of related
transactions covered by the first paragraph of this Section 4.08 and not covered
by clauses (ii) through (v) of this paragraph, (a) the aggregate amount of which
exceeds $2 million in value or relates to the leasing of one or more hotel
properties to DJONT, must be approved or determined to be fair in the manner
provided for in clause (i)(A) or (B) above and (b) the aggregate amount of which
exceeds $5 million in value, must be determined to be fair in the manner
provided for in clause (i)(B) above.

         SECTION 4.09. Limitation on Liens. Neither FelCor LP nor FelCor shall
secure any Indebtedness under the Line of Credit by a Lien unless
contemporaneously therewith effective provision is made to secure the


                                      -38-
<PAGE>   45

Notes equally and ratably with the Indebtedness under the Line of Credit for so
long as the Indebtedness under the Line of Credit is secured by such Lien.

         SECTION 4.10. Limitation on Asset Sales. Neither FelCor LP nor FelCor
shall, and neither FelCor LP or FelCor shall permit any of their respective
Restricted Subsidiaries to, consummate any Asset Sale, unless (i) the
consideration received by FelCor LP, FelCor or such Restricted Subsidiary is at
least equal to the fair market value of the assets sold or disposed of and (ii)
at least 75% of the consideration received consists of cash or Temporary Cash
Investments; provided, with respect to the sale of one or more hotel properties
that up to 75% of the consideration may consist of indebtedness of the purchaser
of such hotel properties; provided, further, that such indebtedness is secured
by a first priority Lien on the hotel property or properties sold. In the event
and to the extent that the Net Cash Proceeds received by FelCor LP, FelCor or
such Restricted Subsidiary from one or more Asset Sales occurring on or after
the Closing Date in any period of 12 consecutive months exceed 10% of Adjusted
Consolidated Net Tangible Assets (determined as of the date closest to the
commencement of such 12-month period for which a consolidated balance sheet of
FelCor LP, FelCor and their respective Restricted Subsidiaries has been filed
with the Commission or provided to the Trustee pursuant to Section 4.17), then
FelCor LP or FelCor shall or shall cause the relevant Restricted Subsidiary to
(i) within twelve months after the date Net Cash Proceeds so received exceed 10%
of Adjusted Consolidated Net Tangible Assets (A) apply an amount equal to such
excess Net Cash Proceeds to permanently reduce Senior Indebtedness of FelCor LP,
FelCor, or any Restricted Subsidiary or Indebtedness of any other Restricted
Subsidiary, in each case owing to a Person other than FelCor LP, FelCor or any
of their respective Restricted Subsidiaries or (B) invest an equal amount, or
the amount not so applied pursuant to clause (A) (or enter into a definitive
agreement committing to so invest within 12 months after the date of such
agreement), in property or assets (other than current assets) of a nature or
type or that are used in a business (or in a Restricted Subsidiary having
property and assets of a nature or type, or engaged in a business) similar or
related to the nature or type of the property and assets of, or the business of,
FelCor LP or FelCor or any of their respective Restricted Subsidiaries existing
on the date of such investment and (ii) apply (no later than the end of the
12-month period referred to in clause (i)) such excess Net Cash Proceeds (to the
extent not applied pursuant to clause (i)) as provided in the following
paragraph of this Section 4.10. The amount of such excess Net Cash Proceeds
required to be applied (or to be committed to be applied) during such 12-month
period as set forth in clause (i) of the preceding sentence and not applied as
so required by the end of such period shall constitute "EXCESS PROCEEDS."

         If, as of the first day of any calendar month, the aggregate amount of
Excess Proceeds not previously subject to an Offer to Purchase pursuant to this
Section 4.10 totals at least $10 million, FelCor LP shall commence, not later
than the fifteenth Business Day of such month, and consummate an Offer to
Purchase from the Holders on a pro rata basis an aggregate principal amount of
Notes equal to the Excess Proceeds on such date, at a purchase price equal to
100% of the principal amount of the Notes, plus, in each case, accrued interest,
if any, to the Payment Date.

         SECTION 4.11. Repurchase of Notes upon a Change of Control. FelCor LP
shall commence, within 30 days of the occurrence of a Change of Control, and
consummate an Offer to Purchase for all Notes then outstanding, at a purchase
price equal to 101% of the principal amount thereof, plus accrued and unpaid
interest, if any, to the Payment Date.

         SECTION 4.12. Existence. Subject to Articles IV and V of this
Indenture, FelCor LP and the Guarantors shall do or cause to be done all things
necessary to preserve and keep in full force and effect their existence and the
existence of each Restricted Subsidiary in accordance with the respective
organizational documents of FelCor LP, the Guarantors and each Restricted
Subsidiary and the rights (whether pursuant to charter, partnership certificate,
agreement, statute or otherwise), material licenses and franchises of FelCor LP,
the




                                      -39-
<PAGE>   46

Guarantors and each Restricted Subsidiary; provided that neither FelCor nor
FelCor LP shall be required to preserve any such right, license or franchise, or
the existence of any Restricted Subsidiary or Subsidiary Guarantor, if the
maintenance or preservation thereof is no longer desirable in the conduct of the
business of FelCor LP, the Guarantors and their Restricted Subsidiaries taken as
a whole.

         SECTION 4.13. Payment of Taxes and Other Claims. FelCor and FelCor LP
shall pay or discharge and shall cause each of their respective Restricted
Subsidiaries to pay or discharge, or cause to be paid or discharged, before the
same shall become delinquent (i) all material taxes, assessments and
governmental charges levied or imposed upon (a) FelCor and FelCor LP or any such
Restricted Subsidiary, (b) the income or profits of any such Restricted
Subsidiary which is a corporation or (c) the property of FelCor, FelCor LP or
any such Restricted Subsidiaries and (ii) all material lawful claims for labor,
materials and supplies that, if unpaid, might by law become a lien upon the
property of FelCor, FelCor LP or any such Restricted Subsidiary; provided that
FelCor and FelCor LP shall not be required to pay or discharge, or cause to be
paid or discharged, any such tax, assessment, charge or claim the amount,
applicability or validity of which is being contested in good faith by
appropriate proceedings and for which adequate reserves have been established.

         SECTION 4.14. Maintenance of Properties and Insurance. FelCor and
FelCor LP shall cause all properties used or useful in the conduct of their
business or the business of any of their Restricted Subsidiaries, to be
maintained and kept in good condition, repair and working order and supplied
with all necessary equipment and shall cause to be made all necessary repairs,
renewals, replacements, betterments and improvements thereof, all as in the
judgment of FelCor or FelCor LP may be necessary so that the business carried on
in connection therewith may be properly conducted at all times; provided that
nothing in this Section 4.14 shall prevent FelCor, FelCor LP or any such
Restricted Subsidiary from discontinuing the use, operation or maintenance of
any of such properties or disposing of any of them, if such discontinuance or
disposal is, in the judgment of FelCor, FelCor LP, desirable in the conduct of
the business of FelCor, FelCor LP or such Restricted Subsidiary.

         Each of FelCor and FelCor LP shall provide or cause to be provided, for
itself and its Restricted Subsidiaries, insurance (including appropriate
self-insurance) against loss or damage of the kinds customarily insured against
by corporations similarly situated and owning like properties, with reputable
insurers or with the government of the United States of America, or an agency or
instrumentality thereof, in such amounts, with such deductibles and by such
methods as shall be customary for corporations similarly situated in the
industry in which FelCor, FelCor LP or such Restricted Subsidiary, as the case
may be, is then conducting business.

         SECTION 4.15. Notice of Defaults. In the event that FelCor LP becomes
aware of any Default or Event of Default, FelCor LP, promptly after it becomes
aware thereof, shall give written notice thereof to the Trustee and the Escrow
Agent.

         SECTION 4.16. Compliance Certificates. (a) FelCor and FelCor LP shall
deliver to the Trustee, within 45 days after the end of each fiscal quarter (90
days after the end of the last fiscal quarter of each year), an Officers'
Certificate stating whether or not the signers know of any Default or Event of
Default that occurred during such fiscal quarter. In the case of the Officers'
Certificate delivered within 90 days of the end of FelCor's and FelCor LP's
fiscal year, such certificate shall contain a certification from the principal
executive officer, principal financial officer or principal accounting officer
that a review has been conducted of the activities of FelCor and FelCor LP and
their Restricted Subsidiaries and FelCor's and FelCor LP's and their Restricted
Subsidiaries' performance under this Indenture and that, to the knowledge of
such Officers, FelCor and FelCor LP have complied with all conditions and
covenants under this Indenture. For purposes of this Section 4.16, such
compliance shall be determined without regard to any period of grace or
requirement of notice provided under this Indenture. If they do know of such a
Default or Event of Default, the certificate shall




                                      -40-
<PAGE>   47

describe any such Default or Event of Default and its status. The first
certificate to be delivered pursuant to this Section 4.16(a) shall be for the
first fiscal quarter beginning after the execution of this Indenture.

         (b) So long as (and to the extent) not prohibited by the then current
recommendations of the American Institute of Certified Public Accountants,
FelCor and FelCor LP shall deliver to the Trustee, within 90 days after the end
of FelCor's and FelCor LP's fiscal year, a certificate signed by FelCor's and
FelCor LP's independent certified public accountants stating (i) that their
audit examination has included a review of the terms of this Indenture and the
Notes as they relate to accounting matters, (ii) that they have read the most
recent Officers' Certificate delivered to the Trustee pursuant to paragraph (a)
of this Section 4.16 and (iii) whether, in connection with their audit
examination, anything came to their attention that caused them to believe that
FelCor and FelCor LP were not in compliance with any of the terms, covenants,
provisions or conditions of Article IV and Section 5.01 of this Indenture as
they pertain to accounting matters and, if any Default or Event of Default has
come to their attention, specifying the nature and period of existence thereof;
provided that such independent certified public accountants shall not be liable
in respect of such statement by reason of any failure to obtain knowledge of any
such Default or Event of Default that would not be disclosed in the course of an
audit examination conducted in accordance with generally accepted auditing
standards in effect at the date of such examination.

         (c) Within 90 days of the end of each of FelCor and FelCor LP's fiscal
years, FelCor and FelCor LP shall deliver to the Trustee a list of all
Significant Subsidiaries. The Trustee shall have no duty with respect to any
such list except to keep it on file and available for inspection by the Holders.

         SECTION 4.17. Commission Reports and Reports to Holders. At all times
from and after the date of this Indenture, whether or not FelCor or FelCor LP is
then required to file reports with the Commission, FelCor and FelCor LP shall
file with the Commission all such reports and other information as they would be
required to file with the Commission by Sections 13(a) or 15(d) under the
Exchange Act if they were subject thereto; provided that, if filing such
documents by FelCor LP or FelCor with the Commission is not permitted under
Exchange Act, FelCor LP or FelCor shall provide such documents to the Trustee
and upon written request supply copies of such documents to any prospective
Holder; provided, further, that if the rules and regulations of the Commission
permit FelCor LP and FelCor to file combined reports or information pursuant to
the Exchange Act, FelCor LP and FelCor may file combined reports and
information. FelCor LP and FelCor shall supply the Trustee and each Holder or
shall supply to the Trustee for forwarding to each such Holder, without cost to
such Holder, copies of such reports and other information. Delivery of such
reports, information and documents to the Trustee is for informational purposes
only and the Trustee's receipt of such shall not constitute constructive notice
of any information contained therein or determinable from information contained
therein, including FelCor or FelCor LP's compliance with any of their covenants
hereunder (as to which the Trustee is entitled to rely exclusively on Officers'
Certificates). In addition, upon the request of any Holder or any prospective
purchaser of the Notes designated by a Holder, FelCor LP shall supply to such
Holder or such prospective purchaser the information required under Rule 144A
under the Securities Act. FelCor LP also shall comply with the other provisions
of TIA Section 314(a).

         SECTION 4.18. Waiver of Stay, Extension or Usury Laws. FelCor LP
covenants (to the extent that it may lawfully do so) that it shall not at any
time insist upon, or plead, or in any manner whatsoever claim or take the
benefit or advantage of, any stay or extension law or any usury law or other law
that would prohibit or forgive FelCor LP from paying all or any portion of the
principal of, premium, if any, or interest on the Notes as contemplated herein,
wherever enacted, now or at any time hereafter in force, or that may affect the
covenants or the performance of this Indenture; and (to the extent that it may
lawfully do so) FelCor LP hereby expressly waives all benefit or advantage of
any such law and covenants that it will not hinder, delay or impede

                                      -41-
<PAGE>   48


the execution of any power herein granted to the Trustee, but will suffer and
permit the execution of every such power as though no such law had been enacted.

         SECTION 4.19. Limitation on Sale-Leaseback Transactions. Neither FelCor
LP nor FelCor shall, and neither FelCor LP nor FelCor shall permit any of their
respective Restricted Subsidiaries to, enter into any sale-leaseback transaction
involving any of its assets or properties whether now owned or hereafter
acquired, whereby any of them sells or transfers such assets or properties and
then or thereafter leases such assets or properties or any substantial part
thereof.

         The foregoing restriction shall not apply to any sale-leaseback
transaction if (i) the lease is for a period, including renewal rights, of not
in excess of three years, (ii) the lease secures or relates to industrial
revenue or pollution control bonds, (iii) the transaction is solely between
FelCor LP or FelCor and any Wholly Owned Restricted Subsidiary or solely between
Wholly Owned Restricted Subsidiaries or (iv) FelCor LP or FelCor or any of their
respective Restricted Subsidiaries, within 12 months after the sale or transfer
of any assets or properties is completed, applies an amount not less than the
net proceeds received from such sale in accordance with clause (A) or (B) of the
first paragraph of Section 4.10.

         SECTION 4.20. Maintenance of Total Unencumbered Assets. FelCor LP,
FelCor and their respective Restricted Subsidiaries shall maintain Total
Unencumbered Assets of not less than 150% of the aggregate outstanding principal
amount of the Unsecured Indebtedness of FelCor LP, FelCor and their respective
Restricted Subsidiaries on a consolidated basis.

         SECTION 4.21. Investment Grade Rating. Notwithstanding anything to the
contrary in this Indenture, Sections 4.04, 4.05, 4.06, 4.07, 4.08, 4.09 and 4.19
shall not be applicable in the event, and only for so long as, the Notes are
rated Investment Grade and no Default or Event of Default has occurred and is
continuing.

                                    ARTICLE V

                              SUCCESSOR CORPORATION

         SECTION 5.01. When FelCor or FelCor LP May Merge, Etc. Neither FelCor
LP nor FelCor shall merge with or into, or sell, convey, transfer, lease or
otherwise dispose of all or substantially all of its property and assets (as an
entirety or substantially an entirety in one transaction or a series of related
transactions) to, any Person or permit any Person to merge with or into FelCor
LP or FelCor unless: (i) FelCor LP or FelCor shall be the continuing Person, or
the Person (if other than FelCor LP or FelCor) formed by such consolidation or
into which FelCor LP or FelCor is merged or that acquired or leased such
property and assets of FelCor LP or FelCor shall be an entity organized and
validly existing under the laws of the United States of America or any state or
jurisdiction thereof and shall expressly assume, by a supplemental indenture,
executed and delivered to the Trustee, all of the obligations of FelCor LP or
FelCor on the Notes and under the Indenture; (ii) immediately after giving
effect to such transaction, no Default or Event of Default shall have occurred
and be continuing; (iii) immediately after giving effect to such transaction on
a pro forma basis FelCor LP or FelCor, or any Person becoming the successor
obligor of the Notes, as the case may be, could Incur at least $1.00 of
Indebtedness under paragraphs (a), (b) and (c) of Section 4.03; provided that
this clause (iii) shall not apply to a consolidation or merger with or into a
Wholly Owned Restricted Subsidiary with a positive net worth; provided that, in
connection with any such merger or consolidation, no consideration (other than
Capital Stock (other than Disqualified Stock) in the surviving Person or FelCor
LP or FelCor) shall be issued or distributed to




                                      -42-
<PAGE>   49

the holders of Capital Stock of FelCor LP or FelCor; and (iv) FelCor LP or
FelCor delivers to the Trustee an Officers' Certificate (attaching the
arithmetic computations to demonstrate compliance with clause (iii)) and an
Opinion of Counsel, in each case stating that such consolidation, merger or
transfer and such supplemental indenture complies with this Section 5.01 and
that all conditions precedent provided for herein relating to such transaction
have been complied with; provided that clause (iii) above shall not apply if, in
the good faith determination of the Board of Directors of FelCor LP or FelCor,
whose determination shall be evidenced by a Board Resolution, the principal
purpose of such transaction is to change the state of domicile of FelCor LP or
FelCor; and provided, further, that any such transaction shall not have as one
of its purposes the evasion of the foregoing limitations.

         SECTION 5.02. Successor Substituted. Upon any consolidation or merger,
or any sale, conveyance, transfer, lease or other disposition of all or
substantially all of the property and assets of FelCor LP in accordance with
Section 5.01 of this Indenture, the successor Person formed by such
consolidation or into which FelCor LP is merged or to which such sale,
conveyance, transfer, lease or other disposition is made shall succeed to, and
be substituted for, and may exercise every right and power of, FelCor LP under
this Indenture with the same effect as if such successor Person had been named
as FelCor LP herein and thereafter the predecessor corporation shall be relieved
of all obligations and covenants under this Indenture and the Notes; provided
that FelCor LP shall not be released from its obligation to pay the principal
of, premium, if any, or interest on the Notes in the case of a lease of all or
substantially all of its property and assets.

                                   ARTICLE VI

                              DEFAULT AND REMEDIES

         SECTION 6.01. Events of Default. An "EVENT OF DEFAULT" shall occur with
respect to this Indenture if:

         (a) default in the payment of principal of (or premium, if any, on) any
Note when the same becomes due and payable at maturity, upon acceleration,
redemption or otherwise;

         (b) default in the payment of interest on any Note when the same
becomes due and payable, and such default continues for a period of 30 days;

         (c) default in the performance or breach of the provisions of this
Indenture applicable to mergers, consolidations and transfers of all or
substantially all of the assets of FelCor LP and FelCor or the failure by FelCor
LP to make or consummate an Offer to Purchase in accordance with Section 4.10 or
Section 4.11 or a default in the performance or breach of the provisions of this
Indenture applicable to special mandatory redemptions or the failure by FelCor
LP to redeem to Notes in accordance with Section 3.09;

         (d) FelCor LP or FelCor defaults in the performance of or breaches any
other covenant or agreement of FelCor LP or FelCor in this Indenture or under
the Notes (other than a default specified in clause (a), (b) or (c) above) and
such default or breach continues for a period of 30 consecutive days after
written notice by the Trustee or the Holders of 25% or more in aggregate
principal amount of the Notes;

         (e) there occurs with respect to any issue or issues of Indebtedness of
FelCor LP or FelCor or any Significant Subsidiary having an outstanding
principal amount of $10 million or more in the aggregate for all such issues of
all such Persons, whether such Indebtedness now exists as of the date hereof or
shall hereafter be


                                      -43-
<PAGE>   50

created, (i) an event of default that has caused the holder thereof to declare
such Indebtedness to be due and payable prior to its Stated Maturity and such
Indebtedness has not been discharged in full or such acceleration has not been
rescinded or annulled within 30 days of such acceleration and/or (ii) the
failure to make a principal payment at the final (but not any interim) fixed
maturity and such defaulted payment shall not have been made, waived or extended
within 30 days of such payment default;

         (f) any final judgment or order (not covered by insurance) for the
payment of money in excess of $10 million in the aggregate for all such final
judgments or orders against all such Persons (treating any deductibles,
self-insurance or retention as not covered by insurance) (i) shall be rendered
against FelCor LP or FelCor or any Significant Subsidiary and shall not be paid
or discharged, and (ii) there shall be any period of 60 consecutive days
following entry of the final judgment or order that causes the aggregate amount
for all such final judgments or orders outstanding and not paid or discharged
against all such Persons to exceed $10 million during which a stay of
enforcement of such final judgment or order, by reason of a pending appeal or
otherwise, shall not be in effect;

         (g) a court having jurisdiction in the premises enters a decree or
order for (i) relief in respect of FelCor LP or FelCor or any Significant
Subsidiary in an involuntary case under any applicable bankruptcy, insolvency or
other similar law now or hereafter in effect, (ii) appointment of a receiver,
liquidator, assignee, custodian, trustee, sequestrator or similar official of
FelCor LP or FelCor or any Significant Subsidiary or for all or substantially
all of the property and assets of FelCor LP or FelCor or any Significant
Subsidiary or (iii) the winding up or liquidation of the affairs of FelCor LP or
FelCor or any Significant Subsidiary and, in each case, such decree or order
shall remain unstayed and in effect for a period of 60 consecutive days; or

         (h) FelCor LP or FelCor or any Significant Subsidiary (i) commences a
voluntary case under any applicable bankruptcy, insolvency or other similar law
now or hereafter in effect, or consents to the entry of an order for relief in
an involuntary case under such law, (ii) consents to the appointment of or
taking possession by a receiver, liquidator, assignee, custodian, trustee,
sequestrator or similar official of FelCor LP or FelCor or Significant
Subsidiary or for all or substantially all of the property and assets of FelCor
LP or FelCor or any Significant Subsidiary or (iii) effects any general
assignment for the benefit of its creditors.

         SECTION 6.02. Acceleration. If an Event of Default (other than an Event
of Default specified in clause (g) or (h) of Section 6.01 that occurs with
respect to FelCor LP or FelCor) occurs and is continuing under the Indenture,
the Trustee or the Holders of at least 25% in aggregate principal amount of the
Notes, then outstanding, by written notice to FelCor LP and FelCor (and to the
Trustee if such notice is given by the Holders), may, and the Trustee at the
request of such Holders shall, declare the principal of, premium, if any, and
accrued interest on the Notes to be immediately due and payable. Upon a
declaration of acceleration, such principal of, premium, if any, and accrued
interest shall be immediately due and payable. In the event of a declaration of
acceleration because an Event of Default set forth in clause (e) of Section 6.01
has occurred and is continuing, such declaration of acceleration shall be
automatically rescinded and annulled if the event of default triggering such
Event of Default pursuant to such clause (e) shall be remedied or cured by
FelCor LP, FelCor or the relevant Significant Subsidiary or waived by the
holders of the relevant Indebtedness within 60 days after the declaration of
acceleration with respect thereto. If an Event or Default specified in clause
(g) or (h) of Section 6.01 occurs with respect to FelCor LP or FelCor, the
principal of, premium, if any, and accrued interest on the Notes then
outstanding shall ipso facto become and be immediately due and payable without
any declaration or other act on the part of the Trustee or any Holder. The
Holders of at least a majority in principal amount of the outstanding Notes by
written notice to FelCor LP, FelCor and to the Trustee, may waive all past
defaults and rescind and annul a declaration of acceleration and its
consequences if (i) all existing Events of Default, other than the nonpayment of
the principal of, premium, if any, and interest on the Notes that have


                                      -44-
<PAGE>   51

become due solely by such declaration of acceleration, have been cured or waived
and (ii) the rescission would not conflict with any judgment or decree of a
court of competent jurisdiction.

         SECTION 6.03. Other Remedies. If an Event of Default occurs and is
continuing, the Trustee may pursue any available remedy by proceeding at law or
in equity to collect the payment of principal of, premium, if any, or interest
on the Notes or to enforce the performance of any provision of the Notes or this
Indenture.

         The Trustee may maintain a proceeding even if it does not possess any
of the Notes or does not produce any of them in the proceeding.

         SECTION 6.04. Waiver of Past Defaults. Subject to Sections 6.02, 6.07
and 9.02, the Holders of at least a majority in principal amount of the
outstanding Notes, by notice to the Trustee, may waive an existing Default or
Event of Default and its consequences, except a Default in the payment of
principal of, premium, if any, or interest on any Note as specified in clause
(a) or (b) of Section 6.01 or in respect of a covenant or provision of this
Indenture which cannot be modified or amended without the consent of the holder
of each outstanding Note affected. Upon any such waiver, such Default shall
cease to exist, and any Event of Default arising therefrom shall be deemed to
have been cured, for every purpose of this Indenture; but no such waiver shall
extend to any subsequent or other Default or Event of Default or impair any
right consequent thereto.

         SECTION 6.05. Control by Majority. The Holders of at least a majority
in aggregate principal amount at maturity of the outstanding Notes may direct
the time, method and place of conducting any proceeding for any remedy available
to the Trustee or exercising any trust or power conferred on the Trustee.
However, the Trustee may refuse to follow any direction that conflicts with law
or this Indenture, that may involve the Trustee in personal liability, or that
the Trustee determines in good faith may be unduly prejudicial to the rights of
Holders of Notes not joining in the giving of such direction and may take any
other action it deems proper that is not inconsistent with any such direction
received from Holders of Notes.

         SECTION 6.06. Limitation on Suits. A Holder may not institute any
proceeding, judicial or otherwise, with respect to this Indenture or the Notes,
or for the appointment of a receiver or trustee, or for any other remedy
hereunder unless:

               (1) such Holder has previously given the Trustee written notice
          of a continuing Event of Default;

               (2) the Holders of at least 25% in aggregate principal amount at
          maturity of outstanding Notes shall have made a written request to the
          Trustee to institute proceedings in respect of such Event of Default
          in its own name as Trustee hereunder;

               (3) such Holder or Holders have offered the Trustee indemnity
          reasonably satisfactory to the Trustee against any costs, liabilities
          or expenses to be incurred in compliance with such request;

               (4) the Trustee does not comply with the request within 60 days
          after receipt of the request and the offer of indemnity and has failed
          to institute any such proceeding; and

               (5) during such 60-day period, the Holders of a majority in
          aggregate principal amount at maturity of the outstanding Notes do not
          give the Trustee a direction that is inconsistent with such written
          request.

                                      -45-

<PAGE>   52

               (6) For purposes of Section 6.05 and this Section 6.06, the
          Trustee shall comply with TIA Section 316(a) in making any
          determination of whether the Holders of the required aggregate
          principal amount of outstanding Notes have concurred in any request or
          direction of the Trustee to pursue any remedy available to the Trustee
          or the Holders with respect to this Indenture or the Notes or
          otherwise under the law.

         A Holder may not use this Indenture to prejudice the rights of another
Holder or to obtain a preference or priority over such other Holder.

         SECTION 6.07. Rights of Holders to Receive Payment. Notwithstanding any
other provision of this Indenture, the right of any Holder of a Note to receive
payment of the principal of, premium, if any, or interest on, such Note or to
bring suit for the enforcement of any such payment, on or after the due date
expressed in the Notes, shall not be impaired or affected without the consent of
such Holder.

         SECTION 6.08. Collection Suit by Trustee. If an Event of Default in
payment of principal, premium or interest specified in clause (a), (b) or (c) of
Section 6.01 occurs and is continuing, the Trustee may recover judgment in its
own name and as trustee of an express trust against FelCor LP, the Guarantors or
any other obligor of the Notes for the whole amount of principal, premium, if
any, and accrued interest remaining unpaid, together with interest on overdue
principal, premium, if any, and, to the extent that payment of such interest is
lawful, interest on overdue installments of interest, in each case at the rate
specified in the Notes, and such further amount as shall be sufficient to cover
the costs and expenses of collection, including the reasonable compensation,
expenses, disbursements and advances of the Trustee, its agents and counsel.

         SECTION 6.09. Trustee May File Proofs of Claim. The Trustee may file
such proofs of claim and other papers or documents as may be necessary or
advisable in order to have the claims of the Trustee (including any claim for
the reasonable compensation, expenses, disbursements and advances of the
Trustee, its agents and counsel, and any other amounts due the Trustee under
Section 7.07) and the Holders allowed in any judicial proceedings relative to
FelCor LP (or any other obligor of the Notes), its creditors or its property and
shall be entitled and empowered to collect and receive any monies, securities or
other property payable or deliverable upon conversion or exchange of the Notes
or upon any such claims and to distribute the same, and any custodian, receiver,
assignee, trustee, liquidator, sequestrator or other similar official in any
such judicial proceeding is hereby authorized by each Holder to make such
payments to the Trustee and, in the event that the Trustee shall consent to the
making of such payments directly to the Holders, to pay to the Trustee any
amount due to it for the reasonable compensation, expenses, disbursements and
advances of the Trustee, its agent and counsel, and any other amounts due the
Trustee under Section 7.07. Nothing herein contained shall be deemed to empower
the Trustee to authorize or consent to, or accept or adopt on behalf of any
Holder, any plan of reorganization, arrangement, adjustment or composition
affecting the Notes or the rights of any Holder thereof, or to authorize the
Trustee to vote in respect of the claim of any Holder in any such proceeding.

         SECTION 6.10. Priorities. If the Trustee collects any money pursuant to
this Article VI, it shall pay out the money in the following order:

         First: to the Trustee for all amounts due under Section 7.07;

         Second: to Holders for amounts then due and unpaid for principal of,
premium, if any, and interest on the Notes in respect of which or for the
benefit of which such money has been collected, ratably, without preference or
priority of any kind, according to the amounts due and payable on such Notes for
principal, premium, if any, and interest, respectively; and



                                      -46-
<PAGE>   53

         Third: to FelCor LP or any other obligors of the Notes, as their
interests may appear, or as a court of competent jurisdiction may direct.

         The Trustee, upon prior written notice to FelCor LP, may fix a record
date and payment date for any payment to Holders pursuant to this Section 6.10.

         SECTION 6.11. Undertaking for Costs. In any suit for the enforcement of
any right or remedy under this Indenture or in any suit against the Trustee for
any action taken or omitted by it as Trustee, a court may require any party
litigant in such suit to file an undertaking to pay the costs of the suit, and
the court may assess reasonable costs, including reasonable attorneys' fees,
against any party litigant in the suit having due regard to the merits and good
faith of the claims or defenses made by the party litigant. This Section 6.11
does not apply to a suit by the Trustee, a suit by a Holder pursuant to Section
6.07 of this Indenture, or a suit by Holders of more than 10% in principal
amount of the outstanding Notes.

         SECTION 6.12. Restoration of Rights and Remedies. If the Trustee or any
Holder has instituted any proceeding to enforce any right or remedy under this
Indenture and such proceeding has been discontinued or abandoned for any reason,
or has been determined adversely to the Trustee or to such Holder, then, and in
every such case, subject to any determination in such proceeding, FelCor LP, the
Trustee and the Holders shall be restored severally and respectively to their
former positions hereunder and thereafter all rights and remedies of FelCor LP,
the Guarantors, Trustee and the Holders shall continue as though no such
proceeding had been instituted.

         SECTION 6.13. Rights and Remedies Cumulative. Except as otherwise
provided with respect to the replacement or payment of mutilated, destroyed,
lost or wrongfully taken Notes in Section 2.09, no right or remedy herein
conferred upon or reserved to the Trustee or to the Holders is intended to be
exclusive of any other right or remedy, and every right and remedy shall, to the
extent permitted by law, be cumulative and in addition to every other right and
remedy given hereunder or now or hereafter existing at law or in equity or
otherwise. The assertion or employment of any right or remedy hereunder, or
otherwise, shall not prevent the concurrent assertion or employment of any other
appropriate right or remedy.

         SECTION 6.14. Delay or Omission Not Waiver. No delay or omission of the
Trustee or of any Holder to exercise any right or remedy accruing upon any Event
of Default shall impair any such right or remedy or constitute a waiver of any
such Event of Default or an acquiescence therein. Every right and remedy given
by this Article VI or by law to the Trustee or to the Holders may be exercised
from time to time, and as often as may be deemed expedient, by the Trustee or by
the Holders, as the case may be.

                                   ARTICLE VII

                                     TRUSTEE

         SECTION 7.01. General. The duties and responsibilities of the Trustee
shall be as provided by the TIA and as set forth herein. Notwithstanding the
foregoing, no provision of this Indenture shall require the Trustee to expend or
risk its own funds or otherwise incur any financial liability in the performance
of any of its duties hereunder, or in the exercise of any of its rights or
powers, if it shall have reasonable grounds for believing that repayment of such
funds or adequate indemnity against such risk or liability is not reasonably
assured to it. The Trustee shall not be required to give any bond or surety with
respect to the performance of its duties or the exercise of its powers under
this Indenture. Whether or not therein expressly so provided, every




                                      -47-
<PAGE>   54

provision of this Indenture relating to the conduct or affecting the liability
of or affording protection to the Trustee shall be subject to the provisions of
this Article VII.

         SECTION 7.02. Certain Rights of Trustee. Subject to TIA Sections 315(a)
through (d):

                    (1) the Trustee may rely and shall be protected in acting or
         refraining from acting upon any resolution, certificate, statement,
         instrument, opinion, report, notice, request, direction, consent,
         order, bond, debenture, note, other evidence of indebtedness or other
         paper or document believed by it to be genuine and to have been signed
         or presented by the proper person. The Trustee need not investigate any
         fact or matter stated in the document;

                    (2) before the Trustee acts or refrains from acting, it may
         require an Officers' Certificate or an Opinion of Counsel, which shall
         conform to Section 10.04. The Trustee shall not be liable for any
         action it takes or omits to take in good faith in reliance on such
         certificate or opinion;

                    (3) the Trustee may act through its attorneys and agents
         and shall not be responsible for the misconduct or negligence of any
         agent appointed with due care;

                    (4) the Trustee shall be under no obligation to exercise any
         of the rights or powers vested in it by this Indenture at the request
         or direction of any of the Holders, unless such Holders shall have
         offered to the Trustee reasonable security or indemnity against the
         costs, expenses and liabilities that might be incurred by it in
         compliance with such request or direction;

                    (5) the Trustee shall not be liable for any action it takes
         or omits to take in good faith that it believes to be authorized or
         within its rights or powers or for any action it takes or omits to take
         in accordance with the direction of the Holders of a majority in
         principal amount at maturity of the outstanding Notes relating to the
         time, method and place of conducting any proceeding for any remedy
         available to the Trustee, or exercising any trust or power conferred
         upon the Trustee, under this Indenture; provided that the Trustee's
         conduct does not constitute gross negligence or bad faith;

                    (6) whenever in the administration of this Indenture the
         Trustee shall deem it desirable that a making be proved or established
         prior to taking, suffering or omitting any action hereunder, the
         Trustee (unless other evidence be herein specifically prescribed) may,
         in the absence of bad faith on its part, rely upon an Officer's
         Certificate; and

                    (7) the Trustee shall not be bound to make any investigation
         into the facts or matters stated in any resolution, certificate,
         statement, instrument, opinion, report, notice, request, direction,
         consent, order, bond, debenture, note, other evidence of indebtedness
         or other paper or document, but the Trustee, in its discretion, may
         make such further inquiry or investigation into such facts or matters
         as it may see fit, and, if the Trustee shall determine to make such
         further inquiry or investigation, it shall be entitled to examine the
         books, records and premises of FelCor LP personally or by agent or
         attorney.

         SECTION 7.03. Individual Rights of Trustee. The Trustee, in its
individual or any other capacity, may become the owner or pledgee of Notes and
may otherwise deal with FelCor LP, the Guarantors, or their Affiliates with the
same rights it would have if it were not the Trustee. Any Agent may do the same
with like rights. However, the Trustee is subject to TIA Sections 310(b) and
311.



                                      -48-
<PAGE>   55

         SECTION 7.04. Trustee's Disclaimer. The Trustee (i) makes no
representation as to the validity or adequacy of this Indenture or the Notes,
(ii) shall not be accountable for FelCor LP's use or application of the proceeds
from the Notes, (iii) shall not be responsible for any statement in the Notes
other than its certificate of authentication and (iv) shall have no
responsibility for any information or statements contained in any offering or
other disclosure documents prepared in connection with the offering and the sale
of the Notes other than the information provided by the Trustee to FelCor or
FelCor LP.

         SECTION 7.05. Notice of Default. If any Default or any Event of Default
occurs and is continuing and if such Default or Event of Default is known to a
Responsible Officer of the Trustee, the Trustee shall mail to each Holder in the
manner and to the extent provided in TIA Section 313(c) notice of the Default or
Event of Default within 45 days after it occurs, unless such Default or Event of
Default has been cured; provided, however, that, except in the case of a default
in the payment of the principal of, premium, if any, or interest on any Note,
the Trustee shall be protected in withholding such notice if and so long as the
board of directors, the executive committee or a trust committee of directors
and/or Responsible Officers of the Trustee in good faith determine that the
withholding of such notice is in the interest of the Holders.

         SECTION 7.06. Reports by Trustee to Holders. Within 60 days after each
May 15, beginning with May 15, 2002, the Trustee shall mail to each Holder as
provided in TIA Section 313(c) a brief report dated as of such May 15 but only
if required by TIA Section 313(a).

         SECTION 7.07. Compensation and Indemnity. FelCor LP shall pay to the
Trustee such compensation as shall be agreed upon in writing for its services.
The compensation of the Trustee shall not be limited by any law on compensation
of a trustee of an express trust. FelCor LP shall reimburse the Trustee upon
request for all reasonable out-of-pocket expenses and advances incurred or made
by the Trustee. Such expenses shall include the reasonable compensation and
expenses of the Trustee's agents and counsel.

         FelCor LP shall indemnify the Trustee and its officers, directors,
employees and agents and save Trustee and its officers, directors, employees and
agents harmless from and against any and all Claims (as hereinafter defined) and
Losses (as hereinafter defined) which may be incurred by Trustee or any of such
officers, directors, employees or agents as a result of Claims asserted against
Trustee or any of such officers, directors, employees or agents as a result of
or in connection with Trustee's capacity as such under this Indenture by any
person or entity. For the purposes hereof, the term "CLAIMS" shall mean all
claims, lawsuits, causes of action or other legal actions and proceedings of
whatever nature brought against (whether by way of direct action, counterclaim,
cross action or impleader) Trustee or any such officer, director, employee or
agent, even if groundless, false or fraudulent, so long as the claim, lawsuit,
cause of action or other legal action or proceeding is alleged or determined,
directly or indirectly, to arise out of, result from, relate to or be based
upon, in whole or in part: (a) the acts or omissions of FelCor LP or any
Guarantor, (b) the appointment of Trustee as trustee under this Indenture, or
(c) the performance by Trustee of its powers and duties under this Indenture;
and the term "LOSSES" shall mean losses, costs, damages, expenses, judgements
and liabilities of whatever nature (including but not limited to attorneys',
accountants' and other professionals' fees, litigation and court costs and
expenses and amounts paid in settlement), directly or indirectly resulting from,
arising out of or relating to one or more Claims. Upon the written request of
Trustee or any such officer, director, employee or agent (each referred to
hereinafter as an "INDEMNIFIED PARTY"), FelCor LP shall assume the investigation
and defense of any Claim, including the employment of counsel acceptable to the
applicable Indemnified Party and the payment of all expenses related thereto and
notwithstanding any such assumption, the Indemnified Party shall have the right,
and FelCor LP shall pay the cost and expense thereof, to employ separate counsel
with respect to any such Claim and participate in the investigation and defense
thereof in the event that such Indemnified Party shall have been advised by
counsel that there may be one or more legal defenses available to such
Indemnified



                                      -49-
<PAGE>   56

Party which are different from or additional to those available to FelCor LP.
FelCor LP hereby agrees that the indemnifications and protections afforded
Trustee in this section shall survive the termination of this Indenture.
Notwithstanding the foregoing, no indemnification shall be available hereunder
to the extent that a court of competent jurisdiction determines in a
non-appealable order that the Loss or Claim for which such indemnification is
sought was directly caused by the negligence or bad faith of the Indemnified
Party.

         To secure FelCor LP's payment obligations in this Section 7.07, the
Trustee shall have a lien prior to the Notes on all money or property held or
collected by the Trustee, in its capacity as Trustee, except money or property
held in trust to pay principal of, premium, if any, and interest on particular
Notes.

         If the Trustee incurs expenses or renders services after the occurrence
of an Event of Default specified in clause (g) or (h) of Section 6.01, the
expenses and the compensation for the services will be intended to constitute
expenses of administration under Title 11 of the United States Bankruptcy Code
or any applicable federal or state law for the relief of debtors.

         The provisions of this Section 7.07 shall survive the termination of
this Indenture.

         SECTION 7.08. Replacement of Trustee. A resignation or removal of the
Trustee and appointment of a successor Trustee shall become effective only upon
the successor Trustee's acceptance of appointment as provided in this Section
7.08.

         The Trustee may resign at any time by so notifying FelCor LP in writing
at least 30 days prior to the date of the proposed resignation. The Holders of a
majority in principal amount of the outstanding Notes may remove the Trustee by
so notifying the Trustee in writing and may appoint a successor Trustee with the
consent of FelCor LP. FelCor LP may at any time remove the Trustee, by Company
Order given at least 30 days prior to the date of the proposed removal.

         If the Trustee resigns or is removed, or if a vacancy exists in the
office of Trustee for any reason, FelCor LP shall promptly appoint a successor
Trustee. Within one year after the successor Trustee takes office, the Holders
of a majority in principal amount of the outstanding Notes may appoint a
successor Trustee to replace the successor Trustee appointed by FelCor LP. If
the successor Trustee does not deliver its written acceptance required by the
next succeeding paragraph of this Section 7.08 within 30 days after notice is
given by FelCor LP or the Trustee, as the case may be, of such resignation or
removal, the retiring Trustee, FelCor LP or the Holders of a majority in
principal amount of the outstanding Notes may petition any court of competent
jurisdiction for the appointment of a successor Trustee.

         A successor Trustee shall deliver a written acceptance of its
appointment to the retiring Trustee and to FelCor LP. Immediately after the
delivery of such written acceptance, subject to the lien provided in
Section 7.07, (i) the retiring Trustee shall transfer all property held by it as
Trustee to the successor Trustee, (ii) the resignation or removal of the
retiring Trustee shall become effective and (iii) the successor Trustee shall
have all the rights, powers and duties of the Trustee under this Indenture. A
successor Trustee shall mail notice of its succession to each Holder.

         If the Trustee is no longer eligible under Section 7.10, any Holder who
satisfies the requirements of TIA Section 310(b) may petition any court of
competent jurisdiction for the removal of the Trustee and the appointment of a
successor Trustee.



                                      -50-
<PAGE>   57

         FelCor LP shall give notice of any resignation and any removal of the
Trustee and each appointment of a successor Trustee to all Holders. Each notice
shall include the name of the successor Trustee and the address of its Corporate
Trust Office.

         Notwithstanding replacement of the Trustee pursuant to this Section
7.08, FelCor LP's obligation under Section 7.07 shall continue for the benefit
of the retiring Trustee.

         SECTION 7.09. Successor Trustee by Merger, Etc. If the Trustee
consolidates with, merges or converts into, or transfers all or substantially
all of its corporate trust business to, another corporation or national banking
association, the resulting, surviving or transferee corporation or national
banking association without any further act shall be the successor Trustee with
the same effect as if the successor Trustee had been named as the Trustee
herein.

         SECTION 7.10. Eligibility. This Indenture shall always have a Trustee
who satisfies the requirements of TIA Section 310(a)(1). The Trustee shall have
a combined capital and surplus of at least $25,000,000 as set forth in its most
recent published annual report of condition.

         SECTION 7.11. Money Held in Trust. The Trustee shall not be liable for
interest on any money received by it except as the Trustee may agree with FelCor
LP. Money held in trust by the Trustee need not be segregated from other funds
except to the extent required by law and except for money held in trust under
Article VIII of this Indenture.

         SECTION 7.12. Withholding Taxes. The Trustee, as agent for FelCor LP,
shall exclude and withhold from each payment of principal and interest and other
amounts due hereunder or under the Notes any and all withholding taxes
applicable thereto as required by law. The Trustee agrees to act as such
withholding agent and, in connection therewith, whenever any present or future
taxes or similar charges are required to be withheld with respect to any amounts
payable in respect of the Notes, to withhold such amounts and timely pay the
same to the appropriate authority in the name of and on behalf of the holders of
the Notes, that it will file any necessary withholding tax returns or statements
when due. FelCor LP or the Trustee shall, as promptly as possible after the
payment of the taxes described above, deliver to each holder of a Note
appropriate documentation showing the payment thereof, together with such
additional documentary evidence as such holders may reasonably request from time
to time.

                                  ARTICLE VIII

                             DISCHARGE OF INDENTURE

         SECTION 8.01. Termination of Company's Obligations. Except as otherwise
provided in this Section 8.01, FelCor LP may terminate its obligations under the
Notes and this Indenture if:

                    (i)  all Notes previously authenticated and delivered (other
                         than destroyed, lost or stolen Notes that have been
                         replaced or Notes that are paid pursuant to Section
                         4.01 or Notes for whose payment money or securities
                         have theretofore been held in trust and thereafter
                         repaid to FelCor LP, as provided in Section 8.05) have
                         been delivered to the Trustee for cancellation and
                         FelCor LP has paid all sums payable by it hereunder; or



                                      -51-
<PAGE>   58

                   (ii)  (A) the Notes mature within one year or all of them are
                         to be called for redemption within one year under
                         arrangements satisfactory to the Trustee for giving the
                         notice of redemption, (B) FelCor LP irrevocably
                         deposits in trust with the Trustee during such one-year
                         period, under the terms of an irrevocable trust
                         agreement in form and substance satisfactory to the
                         Trustee, as trust funds solely for the benefit of the
                         Holders for that purpose, money or U.S. Government
                         Obligations sufficient (in the opinion of a nationally
                         recognized firm of independent public accountants
                         expressed in a written certification thereof delivered
                         to the Trustee), without consideration of any
                         reinvestment of any interest thereon, to pay principal,
                         premium, if, any, and interest on the Notes to maturity
                         or redemption, as the case may be, and to pay all other
                         sums payable by it hereunder, (C) no Default or Event
                         of Default with respect to the Notes shall have
                         occurred and be continuing on the date of such deposit,
                         (D) such deposit will not result in a breach or
                         violation of, or constitute a default under, this
                         Indenture or any other agreement or instrument to which
                         FelCor or FelCor LP is a party or by which they are
                         bound and (E) FelCor and FelCor LP have delivered to
                         the Trustee an Officers' Certificate and an Opinion of
                         Counsel, in each case stating that all conditions
                         precedent provided for herein relating to the
                         satisfaction and discharge of this Indenture have been
                         complied with.

         With respect to the foregoing clause (i), FelCor LP's obligations under
Section 7.07 shall survive. With respect to the foregoing clause (ii), FelCor
LP's obligations in Sections 2.02, 2.03, 2.04, 2.05, 2.06, 2.07, 2.08, 2.09,
2.14, 4.01, 4.02, 7.07, 7.08, 8.04, 8.05 and 8.06 shall survive until the Notes
are no longer outstanding. Thereafter, only FelCor LP's obligations in Sections
7.07, 8.05 and 8.06 shall survive. After any such irrevocable deposit, the
Trustee upon request shall acknowledge in writing the discharge of FelCor LP's
obligations under the Notes and this Indenture except for those surviving
obligations specified above.


         SECTION 8.02. Defeasance and Discharge of Indenture. FelCor LP and the
Guarantors will be deemed to have paid and will be discharged from any and all
obligations in respect of the Notes or any Guarantee pursuant to Article XI on
the 123rd day after the date of the deposit referred to in clause (A) of this
Section 8.02, and the provisions of this Indenture will no longer be in effect
with respect to the Notes, and the Trustee, at the expense of FelCor LP, shall
execute proper instruments acknowledging the same; provided that the following
conditions shall have been satisfied:


                  (A) with reference to this Section 8.02, FelCor LP has
         deposited or caused to be deposited with the Trustee (or another
         trustee satisfying the requirements of Section 7.10 of this Indenture)
         and conveyed all right, title and interest for the benefit of the
         Holders, under the terms of a trust agreement in form and substance
         satisfactory to the Trustee as trust funds in trust, specifically
         pledged to the Trustee for the benefit of the Holders as security for
         payment of the principal of, premium, if any, and interest, if any, on
         the Notes, and dedicated solely to, the benefit of the Holders, in and
         to (1) money in an amount, (2) U.S. Government Obligations that,
         through the payment of interest, premium, if any, and principal in
         respect thereof in accordance with their terms, will provide, not later
         than one day before the due date of any payment referred to in this
         clause (A), money in an amount or (3) a combination thereof in an
         amount sufficient, in the opinion of a nationally recognized firm of
         independent public accountants expressed in a written certification
         thereof delivered to the Trustee, to pay and discharge, without
         consideration of the reinvestment of such interest and after payment of
         all federal, state and local taxes or other charges and assessments in
         respect thereof payable by the Trustee, the principal of, premium, if
         any, and accrued interest on the outstanding Notes at the Stated
         Maturity of such principal or interest; provided that the Trustee shall
         have been irrevocably instructed to



                                      -52-

<PAGE>   59

         apply such money or the proceeds of such U.S. Government Obligations
         to the payment of such principal, premium, if any, and interest with
         respect to the Notes;

                  (B) such deposit will not result in a breach or violation of,
         or constitute a default under, this Indenture or any other agreement or
         instrument to which FelCor LP, FelCor or any of their respective
         Restricted Subsidiaries is a party or by which FelCor LP, FelCor or any
         of their respective Restricted Subsidiaries is a party or by which
         FelCor LP is bound;

                  (C) immediately after giving effect to such deposit on a pro
         forma basis, no Default or Event of Default shall have occurred and be
         continuing on the date of such deposit or during the period ending on
         the 123rd day after such date of deposit;

                  (D) FelCor LP shall have delivered to the Trustee (1) either
         (x) a ruling directed to the Trustee received from the Internal Revenue
         Service to the effect that the Holders will not recognize income, gain
         or loss for federal income tax purposes as a result of FelCor LP's
         exercise of its option under this Section 8.02 and will be subject to
         federal income tax on the same amount and in the same manner and at the
         same times as would have been the case if such option had not been
         exercised or (y) an Opinion of Counsel to the same effect as the ruling
         described in clause (x) above accompanied by a ruling to that effect
         published by the Internal Revenue Service, unless there has been a
         change in the applicable federal income tax law since the date of this
         Indenture such that a ruling from the Internal Revenue Service is no
         longer required and (2) an Opinion of Counsel to the effect that (x)
         the creation of the defeasance trust does not violate the Investment
         Company Act of 1940 and (y) after the passage of 123 days following the
         deposit (except, with respect to any trust funds for the account of any
         Holder who may be deemed to be an "insider" for purposes of the United
         States Bankruptcy Code, after one year following the deposit), the
         trust funds will not be subject to the effect of Section 547 of the
         United States Bankruptcy Code or Section 15 of the New York Debtor and
         Creditor Law in a case commenced by or against FelCor LP or a Guarantor
         under either such statute, and either (I) the trust funds will no
         longer remain the property of FelCor LP or a Guarantor (and therefore
         will not be subject to the effect of any applicable bankruptcy,
         insolvency, reorganization or similar laws affecting creditors' rights
         generally) or (II) if a court were to rule under any such law in any
         case or proceeding that the trust funds remained property of FelCor LP
         or a Guarantor, (a) assuming such trust funds remained in the
         possession of the Trustee prior to such court ruling to the extent not
         paid to the Holders, the Trustee will hold, for the benefit of the
         Holders, a valid and perfected security interest in such trust funds
         that is not avoidable in bankruptcy or otherwise except for the effect
         of Section 552(b) of the United States Bankruptcy Code on interest on
         the trust funds accruing after the commencement of a case under such
         statute and (b) the Holders will be entitled to receive adequate
         protection of their interests in such trust funds if such trust funds
         are used in such case or proceeding;

                  (E) if the Notes are then listed on a national securities
         exchange, FelCor LP shall have delivered to the Trustee an Opinion of
         Counsel to the effect that such deposit defeasance and discharge will
         not cause the Notes to be delisted; and

                  (F) FelCor LP has delivered to the Trustee an Officers'
         Certificate and an Opinion of Counsel, in each case stating that all
         conditions precedent provided for herein relating to the defeasance
         contemplated by this Section 8.02 have been complied with.

         Notwithstanding the foregoing, prior to the end of the 123-day (or one
year) period referred to in clause (D)(2)(y) of this Section 8.02, none of
FelCor LP's obligations under this Indenture shall be discharged.


                                      -53-
<PAGE>   60

Subsequent to the end of such 123-day (or one year) period with respect to this
Section 8.02, FelCor LP's obligations in Sections 2.02, 2.03, 2.04, 2.05, 2.06,
2.07, 2.08, 2.09, 2.14, 4.01, 4.02, 7.07, 7.08, 8.05 and 8.06 shall survive
until the Notes are no longer outstanding. Thereafter, only FelCor LP's
obligations in Sections 7.07, 8.05 and 8.06 shall survive. If and when a ruling
from the Internal Revenue Service or an Opinion of Counsel referred to in clause
(D)(1) of this Section 8.02 is able to be provided specifically without regard
to, and not in reliance upon, the continuance of FelCor LP's obligations under
Section 4.01, then FelCor LP's obligations under such Section 4.01 shall cease
upon delivery to the Trustee of such ruling or Opinion of Counsel and compliance
with the other conditions precedent provided for herein relating to the
defeasance contemplated by this Section 8.02.

         After any such irrevocable deposit, the Trustee upon request shall
acknowledge in writing the discharge of FelCor LP's obligations under the Notes
and this Indenture except for those surviving obligations in the immediately
preceding paragraph.

         SECTION 8.03. Defeasance of Certain Obligations. FelCor LP may omit to
comply with any term, provision or condition set forth in clause (iii) under
Section 5.01 and Sections 4.03 through 4.17 and Sections 4.19 and 4.20, clauses
(c) and (d) under Section 6.01 with respect to such clause (iii) under Section
5.01 and Sections 4.03 through 4.17 and Sections 4.19 and 4.20, and clauses (e)
and (f) under Section 6.01 shall be deemed not to be Events of Default, in each
case with respect to the outstanding Notes if:

                    (i)  with reference to this Section 8.03, FelCor LP has
                         irrevocably deposited or caused to be irrevocably
                         deposited with the Trustee (or another trustee
                         satisfying the requirements of Section 7.10) and
                         conveyed all right, title and interest to the Trustee
                         for the benefit of the Holders, under the terms of an
                         irrevocable trust agreement in form and substance
                         satisfactory to the Trustee as trust funds in trust,
                         specifically pledged to the Trustee for the benefit of
                         the Holders as security for payment of the principal
                         of, premium, if any, and interest, if any, on the
                         Notes, and dedicated solely to, the benefit of the
                         Holders, in and to (A) money in an amount, (B) U.S.
                         Government Obligations that, through the payment of
                         interest and principal in respect thereof in accordance
                         with their terms, will provide, not later than one day
                         before the due date of any payment referred to in this
                         clause (i), money in an amount or (C) a combination
                         thereof in an amount sufficient, in the opinion of a
                         nationally recognized firm of independent public
                         accountants expressed in a written certification
                         thereof delivered to the Trustee, to pay and discharge,
                         without consideration of the reinvestment of such
                         interest and after payment of all federal, state and
                         local taxes or other charges and assessments in respect
                         thereof payable by the Trustee, the principal of,
                         premium, if any, and interest on the outstanding Notes
                         on the Stated Maturity of such principal or interest;
                         provided that the Trustee shall have been irrevocably
                         instructed to apply such money or the proceeds of such
                         U.S. Government Obligations to the payment of such
                         principal, premium, if any, and interest with respect
                         to the Notes;

                   (ii)  such deposit will not result in a breach or violation
                         of, or constitute a default under, this Indenture or
                         any other agreement or instrument to which FelCor LP,
                         FelCor or any of their Restricted Subsidiaries is a
                         party or by which FelCor LP, FelCor or any of their
                         Restricted Subsidiaries is bound;

                  (iii)  no Default or Event of Default shall have occurred and
                         be continuing on the date of such deposit;



                                      -54-
<PAGE>   61

                   (iv)  FelCor LP has delivered to the Trustee an Opinion of
                         Counsel to the effect that (A) the creation of the
                         defeasance trust does not violate the Investment
                         Company Act of 1940, (B) the Holders have a valid
                         first-priority security interest in the trust funds,
                         (C) the Holders will not recognize income, gain or loss
                         for federal income tax purposes as a result of such
                         deposit and defeasance of certain obligations and will
                         be subject to federal income tax on the same amount and
                         in the same manner and at the same times as would have
                         been the case if such deposit and defeasance had not
                         occurred and (D) after the passage of 123 days
                         following the deposit (except, with respect to any
                         trust funds for the account of any Holder who may be
                         deemed to be an "insider" for purposes of the United
                         States Bankruptcy Code, after one year following the
                         deposit), the trust funds will not be subject to the
                         effect of Section 547 of the United States Bankruptcy
                         Code or Section 15 of the New York Debtor and Creditor
                         Law in a case commenced by or against FelCor LP under
                         either such statute, and either (1) the trust funds
                         will no longer remain the property of FelCor LP or a
                         Guarantor (and therefore will not be subject to the
                         effect of any applicable bankruptcy, insolvency,
                         reorganization or similar laws affecting creditors'
                         rights generally) or (2) if a court were to rule under
                         any such law in any case or proceeding that the trust
                         funds remained property of FelCor LP or a Guarantor,
                         (x) assuming such trust funds remained in the
                         possession of the Trustee prior to such court ruling to
                         the extent not paid to the Holders, the Trustee will
                         hold, for the benefit of the Holders, a valid and
                         perfected security interest in such trust funds that is
                         not avoidable in bankruptcy or otherwise (except for
                         the effect of Section 552(b) of the United States
                         Bankruptcy Code on interest on the trust funds accruing
                         after the commencement of a case under such statute),
                         (y) the Holders will be entitled to receive adequate
                         protection of their interests in such trust funds if
                         such trust funds are used in such case or proceeding
                         and (z) no property, rights in property or other
                         interests granted to the Trustee or the Holders in
                         exchange for, or with respect to, such trust funds will
                         be subject to any prior rights of holders of other
                         Indebtedness of FelCor LP, FelCor or any of their
                         Subsidiaries;

                    (v)  if the Notes are then listed on a national securities
                         exchange, FelCor LP shall have delivered to the Trustee
                         an Opinion of Counsel to the effect that such deposit
                         defeasance and discharge will not cause the Notes to be
                         delisted; and

                   (vi)  FelCor LP has delivered to the Trustee an Officers'
                         Certificate and an Opinion of Counsel, in each case
                         stating that all conditions precedent provided for
                         herein relating to the defeasance contemplated by this
                         Section 8.03 have been complied with.

         SECTION 8.04. Application of Trust Money. Subject to Section 8.06, the
Trustee or Paying Agent shall hold in trust money or U.S. Government Obligations
deposited with it pursuant to Section 8.01, 8.02 or 8.03, as the case may be,
and shall apply the deposited money and the money from U.S. Government
Obligations in accordance with the Notes and this Indenture to the payment of
principal of, premium, if any, and interest on the Notes; but such money need
not be segregated from other funds except to the extent required by law.

         SECTION 8.05. Repayment to Company. Subject to Sections 7.07, 8.01,
8.02 and 8.03, the Trustee and the Paying Agent shall promptly pay to FelCor LP
upon request set forth in an Officers' Certificate any excess money held by them
at any time and thereupon shall be relieved from all liability with respect to
such




                                      -55-
<PAGE>   62

money. The Trustee and the Paying Agent shall pay to FelCor LP upon request any
money held by them for the payment of principal, premium, if any, or interest
that remains unclaimed for two years; provided that the Trustee or such Paying
Agent before being required to make any payment may cause to be published at the
expense of FelCor LP once in a newspaper of general circulation in the City of
New York or mail to each Holder entitled to such money at such Holder's address
(as set forth in the Note Register) notice that such money remains unclaimed and
that after a date specified therein (which shall be at least 30 days from the
date of such publication or mailing) any unclaimed balance of such money then
remaining will be repaid to FelCor LP. After payment to FelCor LP, Holders
entitled to such money must look to FelCor LP for payment as general creditors
unless an applicable law designates another Person, and all liability of the
Trustee and such Paying Agent with respect to such money shall cease.

         SECTION 8.06. Reinstatement. If the Trustee or Paying Agent is unable
to apply any money or U.S. Government Obligations in accordance with Section
8.01, 8.02 or 8.03, as the case may be, by reason of any legal proceeding or by
reason of any order or judgment of any court or governmental authority
enjoining, restraining or otherwise prohibiting such application, FelCor LP's
obligations under this Indenture and the Notes shall be revived and reinstated
as though no deposit had occurred pursuant to Section 8.01, 8.02 or 8.03, as the
case may be, until such time as the Trustee or Paying Agent is permitted to
apply all such money or U.S. Government Obligations in accordance with Section
8.01, 8.02 or 8.03, as the case may be; provided that, if FelCor LP has made any
payment of principal of, premium, if any, or interest on any Notes because of
the reinstatement of its obligations, FelCor LP shall be subrogated to the
rights of the Holders of such Notes to receive such payment from the money or
U.S. Government Obligations held by the Trustee or Paying Agent.

                                   ARTICLE IX

                       AMENDMENTS, SUPPLEMENTS AND WAIVERS

         SECTION 9.01. Without Consent of Holders. FelCor, FelCor LP and the
Subsidiary Guarantors when authorized by a resolution of their Board of
Directors, and the Trustee may amend or supplement this Indenture, the Notes or
the Escrow Agreement without notice to or the consent of any Holder:

                    (1) to cure any ambiguity, defect or inconsistency in this
         Indenture or the Escrow Agreement; provided that such amendments or
         supplements shall not adversely affect the interests of the Holders in
         any material respect;

                    (2) to comply with Section 4.07 or Article V;

                    (3) to comply with any requirements of the Commission in
         connection with the qualification of this Indenture under the TIA;

                    (4) to evidence and provide for the acceptance of
         appointment hereunder by a successor Trustee;

                    (5) to secure or Guarantee the Notes; or

                    (6) to make any change that, in the good faith opinion of
         the Board of Directors as evidenced by a Board Resolution, does not
         materially and adversely affect the rights of any Holder.



                                      -56-
<PAGE>   63

         SECTION 9.02. With Consent of Holders. Subject to Sections 6.04 and
6.07 and without prior notice to the Holders, FelCor, FelCor LP and the
Subsidiary Guarantors, when authorized by their Board of Directors (as evidenced
by a Board Resolution), and the Trustee may amend this Indenture, the Notes and
the Escrow Agreement with the written consent of the Holders of a majority in
aggregate principal amount at maturity of the Notes then outstanding, and the
Holders of a majority in aggregate principal amount at maturity of the Notes
then outstanding by written notice to the Trustee may waive future compliance by
FelCor or FelCor LP with any provision of this Indenture, the Notes or the
Escrow Agreement.

         Notwithstanding the provisions of this Section 9.02, without the
consent of each Holder affected, an amendment or waiver, including a waiver
pursuant to Section 6.04, may not:

                    (i)  change the Stated Maturity of the principal of, or any
                         installment of interest on, any Note,

                   (ii)  reduce the principal amount of, or premium, if any, or
                         interest on, any Note,

                  (iii)  change the place of payment of principal of, or
                         premium, if any, or interest on, any Note or adversely
                         affect any right of repayment at the option of any
                         Holder of any Note,

                   (iv)  impair the right to institute suit for the enforcement
                         of any payment on or after the Stated Maturity (or, in
                         the case of a redemption, on or after the Redemption
                         Date) of any Note,

                    (v)  reduce the percentage of outstanding Notes, the consent
                         of whose Holders is necessary to modify or amend this
                         Indenture,

                   (vi)  waive a Default in the payment of principal of,
                         premium, if any, or interest on the Notes,

                  (vii)  voluntarily release a Guarantor of the Notes,

                 (viii)  modify any of the provisions of this Section 9.02,
                         except to increase any such percentage or to provide
                         that certain other provisions of this Indenture cannot
                         be modified or waived without the consent of the Holder
                         of each outstanding Note affected thereby,

                   (ix)  reduce the percentage or aggregate principal amount of
                         outstanding Notes the consent of whose Holders is
                         necessary for waiver of compliance with certain
                         provisions of this Indenture or for waiver of certain
                         defaults, or

                    (x)  make any change to Section 3.09 which would adversely
                         affect the rights of any of the Holders.

         It shall not be necessary for the consent of the Holders under this
Section 9.02 to approve the particular form of any proposed amendment,
supplement or waiver, but it shall be sufficient if such consent approves the
substance thereof.



                                      -57-
<PAGE>   64

         After an amendment, supplement or waiver under this Section 9.02
becomes effective, FelCor LP shall mail to the Holders affected thereby a notice
briefly describing the amendment, supplement or waiver. FelCor LP shall mail
supplemental indentures to Holders upon request. Any failure of FelCor LP to
mail such notice, or any defect therein, shall not, however, in any way impair
or affect the validity of any such supplemental indenture or waiver.

         SECTION 9.03. Revocation and Effect of Consent. Until an amendment or
waiver becomes effective, a consent to it by a Holder is a continuing consent by
the Holder and every subsequent Holder of a Note or portion of a Note that
evidences the same debt as the Note of the consenting Holder, even if notation
of the consent is not made on any Note. However, any such Holder or subsequent
Holder may revoke the consent as to its Note or portion of its Note. Such
revocation shall be effective only if the Trustee receives the notice of
revocation before the date the amendment, supplement or waiver becomes
effective. An amendment, supplement or waiver shall become effective on receipt
by the Trustee of written consents from the Holders of the requisite percentage
in principal amount of the outstanding Notes.

         FelCor LP may, but shall not be obligated to, fix a record date for the
purpose of determining the Holders entitled to consent to any amendment,
supplement or waiver. If a record date is fixed, then, notwithstanding the last
two sentences of the immediately preceding paragraph, those persons who were
Holders at such record date (or their duly designated proxies) and only those
persons shall be entitled to consent to such amendment, supplement or waiver or
to revoke any consent previously given, whether or not such persons continue to
be Holders after such record date. No such consent shall be valid or effective
for more than 90 days after such record date.

         After an amendment, supplement or waiver becomes effective, it shall
bind every Holder unless it is of the type described in any of clauses (i)
through (x) of Section 9.02. In case of an amendment or waiver of the type
described in clauses (i) through (x) of Section 9.02, the amendment or waiver
shall bind each Holder who has consented to it and every subsequent Holder of a
Note that evidences the same indebtedness as the Note of the consenting Holder.

         SECTION 9.04. Notation on or Exchange of Notes. If an amendment,
supplement or waiver changes the terms of a Note, the Trustee may require the
Holder to deliver it to the Trustee. The Trustee may place an appropriate
notation on the Note about the changed terms and return it to the Holder and the
Trustee may place an appropriate notation on any Note thereafter authenticated.
Alternatively, if FelCor LP or the Trustee so determines, FelCor LP in exchange
for the Note shall issue and the Trustee shall authenticate a new Note that
reflects the changed terms.

         SECTION 9.05. Trustee to Sign Amendments, Etc. The Trustee shall be
entitled to receive, and shall be fully protected in relying upon, an Opinion of
Counsel stating that the execution of any amendment, supplement or waiver
authorized pursuant to this Article IX is authorized or permitted by this
Indenture. Subject to the preceding sentence, the Trustee shall sign such
amendment, supplement or waiver if the same does not adversely affect the rights
of the Trustee. The Trustee may, but shall not be obligated to, execute any such
amendment, supplement or waiver that affects the Trustee's own rights, duties or
immunities under this Indenture or otherwise.

         SECTION 9.06. Conformity with Trust Indenture Act. Every supplemental
indenture executed pursuant to this Article IX shall conform to the requirements
of the TIA as then in effect.




                                      -58-
<PAGE>   65

                                    ARTICLE X

                                  MISCELLANEOUS

         SECTION 10.01. Trust Indenture Act of 1939. Prior to the effectiveness
of the Registration Statement, this Indenture shall incorporate and be governed
by the provisions of the TIA that are required to be part of and to govern
indentures qualified under the TIA. After the effectiveness of the Registration
Statement, this Indenture shall be subject to the provisions of the TIA that are
required to be a part of this Indenture and shall, to the extent applicable, be
governed by such provisions.

         SECTION 10.02. Notices. Any notice or communication shall be
sufficiently given if in writing and delivered in person or mailed by first
class mail addressed as follows:

if to FelCor, FelCor LP or any Subsidiary Guarantor:

                  c/o FelCor Lodging Trust Incorporated
                  545 East John Carpenter Freeway
                  Suite 1300
                  Irving, Texas  75062
                  Attention:  General Counsel

if to the Trustee:

                  SunTrust Bank
                  25 Park Place, 24th Floor
                  Atlanta, Georgia  30303-2900
                  Attention:  Corporate Trust Department

         FelCor, FelCor LP or a Subsidiary Guarantor or the Trustee by notice to
the other may designate additional or different addresses for subsequent notices
or communications.

         Any notice or communication mailed to a Holder shall be mailed to him
at his address as it appears on the Note Register by first class mail and shall
be sufficiently given to him if so mailed within the time prescribed. Copies of
any such communication or notice to a Holder shall also be mailed to the Trustee
and each Agent at the same time.

         Failure to mail a notice or communication to a Holder or any defect in
it shall not affect its sufficiency with respect to other Holders. Except for a
notice to the Trustee, which is deemed given only when received, and except as
otherwise provided in this Indenture, if a notice or communication is mailed in
the manner provided in this Section 10.02, it is duly given, whether or not the
addressee receives it.

         Where this Indenture provides for notice in any manner, such notice may
be waived in writing by the Person entitled to receive such notice, either
before or after the event, and such waiver shall be the equivalent of such
notice. Waivers of notice by Holders shall be filed with the Trustee, but such
filing shall not be a condition precedent to the validity of any action taken in
reliance upon such waiver.



                                      -59-
<PAGE>   66

         In case by reason of the suspension of regular mail service or by
reason of any other cause it shall be impracticable to give such notice by mail,
then such notification as shall be made with the approval of the Trustee shall
constitute a sufficient notification for every purpose hereunder.

         SECTION 10.03. Certificate and Opinion as to Conditions Precedent. Upon
any request or application by FelCor LP to the Trustee to take any action under
this Indenture, FelCor LP shall furnish to the Trustee:

                    (i)    an Officers' Certificate stating that, in the opinion
                           of the signers, all conditions precedent, if any,
                           provided for in this Indenture relating to the
                           proposed action have been complied with; and

                   (ii)    an Opinion of Counsel stating that, in the opinion of
                           such Counsel, all such conditions precedent have been
                           complied with.

         SECTION 10.04. Statements Required in Certificate or Opinion. Each
certificate or opinion with respect to compliance with a condition or covenant
provided for in this Indenture shall include:

                    (i)    a statement that each person signing such certificate
                           or opinion has read such covenant or condition and
                           the definitions herein relating thereto;

                   (ii)    a brief statement as to the nature and scope of the
                           examination or investigation upon which the statement
                           or opinion contained in such certificate or opinion
                           is based;

                  (iii)    a statement that, in the opinion of each such person,
                           he has made such examination or investigation as is
                           necessary to enable him to express an informed
                           opinion as to whether or not such covenant or
                           condition has been complied with; and

                   (iv)    a statement as to whether or not, in the opinion of
                           each such person, such condition or covenant has been
                           complied with; provided, however, that, with respect
                           to matters of fact, an Opinion of Counsel may rely on
                           an Officers' Certificate or certificates of public
                           officials.

         SECTION 10.05. Rules by Trustee, Paying Agent or Registrar. The Trustee
may make reasonable rules for action by or at a meeting of Holders. The Paying
Agent or Registrar may make reasonable rules for its functions.

         SECTION 10.06. Payment Date Other Than a Business Day. If an Interest
Payment Date, Redemption Date, Payment Date, Stated Maturity or date of maturity
of any Note shall not be a Business Day, then payment of principal of, premium,
if any, or interest on such Note, as the case may be, need not be made on such
date, but may be made on the next succeeding Business Day with the same force
and effect as if made on the Interest Payment Date, Payment Date, or Redemption
Date, or at the Stated Maturity or date of maturity of such Note; provided that
no interest shall accrue for the period from and after such Interest Payment
Date, Payment Date, Redemption Date, Stated Maturity or date of maturity, as the
case may be.

         SECTION 10.07. Governing Law. The laws of the State of New York shall
govern this Indenture and the Notes. The Trustee, FelCor LP and the Holders
agree to submit to the jurisdiction of the courts of the State of New York in
any action or proceeding arising out of or relating to this Indenture or the
Notes.


                                      -60-
<PAGE>   67

Notwithstanding the foregoing, the situs of the trusts created hereunder shall
be deemed to be the Corporate Trust Office at which location the trusts shall be
administered.

         SECTION 10.08. No Adverse Interpretation of Other Agreements. This
Indenture may not be used to interpret another indenture, loan or debt agreement
of FelCor LP, the Guarantors or any Subsidiary of any such Person. Any such
indenture, loan or debt agreement may not be used to interpret this Indenture.

         SECTION 10.09. No Recourse Against Others. No recourse for the payment
of the principal of, premium, if any, or interest on any of the Notes, or for
any claim based thereon or otherwise in respect thereof, and no recourse under
or upon any obligation, covenant or agreement of FelCor LP or the Guarantors
contained in this Indenture, or in any of the Notes, or because of the creation
of any Indebtedness represented thereby, shall be had against any incorporator
or against any past, present or future limited partner, stockholder, other
equity holder (other than a general partner), officer, director, employee or
controlling person, as such, of FelCor LP, FelCor or the Subsidiary Guarantors
or of any successor Person, either directly or through FelCor LP or any
successor Person, whether by virtue of any constitution, statute or rule of law,
or by the enforcement of any assessment or penalty or otherwise; it being
expressly understood that all such liability is hereby expressly waived and
released as a condition of, and as a consideration for, the execution of this
Indenture and the issue of the Notes.

         SECTION 10.10. Successors. All agreements of FelCor LP, FelCor or the
Subsidiary Guarantors in this Indenture and the Notes shall bind its successors.
All agreements of the Trustee in this Indenture shall bind its successor.

         SECTION 10.11. Duplicate Originals. The parties may sign any number of
copies of this Indenture. Each signed copy shall be an original, but all of them
together represent the same agreement.

         SECTION 10.12. Separability. In case any provision in this Indenture or
in the Notes shall be invalid, illegal or unenforceable, the validity, legality
and enforceability of the remaining provisions shall not in any way be affected
or impaired thereby.

         SECTION 10.13. Table of Contents, Headings, Etc. The Table of Contents,
Cross-Reference Table and headings of the Articles and Sections of this
Indenture have been inserted for convenience of reference only, are not to be
considered a part hereof and shall in no way modify or restrict any of the terms
and provisions hereof.

                                   ARTICLE XI

                             GUARANTEE OF THE NOTES

         SECTION 11.01. Guarantee. Subject to the provisions of this Article XI,
each Guarantor, jointly and severally, hereby unconditionally guarantees to each
Holder and to the Trustee on behalf of the Holders: (i) the due and punctual
payment of the principal of, premium if any, on and interest on the Notes, when
and as the same shall become due and payable, whether at maturity, by
acceleration, redemption or otherwise, the due and punctual payment of interest
on the overdue principal of and interest, if any, on the Notes, to the extent
lawful, and the due and punctual performance of all other obligations of FelCor
LP to the Holders or the Trustee, all in accordance with the terms of such Note
and this Indenture; and (ii) in the case of any extension of time of payment or
renewal of any Notes or any of such other obligations, that the same will be
promptly paid in full when




                                      -61-
<PAGE>   68

due or performed in accordance with the terms of the extension or renewal, at
stated maturity, by acceleration, redemption or otherwise. Each Guarantor hereby
waives diligence, presentment, filing of claims with a court in the event of
merger or bankruptcy of FelCor LP, any right to require a proceeding first
against FelCor LP, the benefit of discussion, protest or notice with respect to
any such Note or the debt evidenced thereby and all demands whatsoever (except
as specified above), and covenants that this Article XI will not be discharged
as to any such Note except by payment in full of the principal thereof and
interest thereon and as provided in Sections 8.01 and 8.02. The maturity of the
obligations guaranteed hereby may be accelerated as provided in Article VI for
the purposes of this Article XI. In the event of any declaration of acceleration
of such obligations as provided in Article XI, such obligations (whether or not
due and payable) shall become due and payable immediately by the Guarantor for
the purpose of this Article XI. In addition, without limiting the foregoing
provisions, upon the effectiveness of an acceleration under Article VI, the
Trustee shall promptly make a demand for payment on the Notes under the
Guarantees provided for in this Article XI.

         Each Guarantor hereby irrevocably waives any claim or other rights
which it may now or hereafter acquire against performance or enforcement of such
Guarantor's obligations under this Indenture, including, without limitation, any
right of subrogation, reimbursement, exoneration, contribution, indemnification,
any right to participate in any claim or remedy of the Holders against FelCor
LP, whether or not such claim, remedy or right arises in equity, or under
contract, statute or common law, including, without limitation, the right to
take or receive from FelCor LP, directly or indirectly, in cash or other
property or in any other manner, payment or security on account of such claim or
other rights. If any amount shall be paid to any Guarantor in violation of the
preceding sentence and the principal of, premium if any, and accrued interest on
the Notes shall not have been paid in full, such amount shall be deemed to have
been paid to such Guarantor for the benefit of, and held in trust for the
benefit of, the Holders, and shall immediately be paid to the Trustee for the
benefit of the Holders to be credited and applied upon the principal of,
premium, if any, and accrued interest on the Notes. Each Guarantor acknowledges
that it will receive direct and indirect benefits from the issuance of the Notes
pursuant to this Indenture and that the waiver set forth in this paragraph is
knowingly made in contemplation of such benefits.

         The Guarantee set forth in this Section 11.01 shall not be valid or
become obligatory for any purpose with respect to a Note until the certificate
of authentication on such Note shall have been signed by or on behalf of the
Trustee.

         SECTION 11.02. Obligations of Guarantor Unconditional. Nothing
contained in this Article XI or elsewhere in this Indenture or in the Notes is
intended to or shall impair, as among each Guarantor and the holders of the
Notes, the obligation of each Guarantor, which is absolute and unconditional,
upon failure by FelCor LP, to pay to the holders of the Notes and principal of,
premium, if any, and interest on the Notes as and when the same shall become due
and payable in accordance with their terms, or is intended to or shall affect
the relative rights of the holders of the Notes and creditors of each Guarantor,
nor shall anything herein or therein prevent the holder of any Note or the
Trustee on their behalf from exercising all remedies otherwise permitted by
applicable law upon default under this Indenture.

         Without limiting the generality of the foregoing, nothing contained in
this Article XI will restrict the right of the Trustee or the holders of the
Notes to take any action to declare the Guarantees to be due and payable prior
to the stated maturity of the Notes pursuant to Section 6.02 or to pursue any
rights or remedies hereunder.



                                      -62-
<PAGE>   69

         SECTION 11.03. Notice to Trustee. Each Guarantor shall give prompt
written notice to the Trustee of any fact known to such Guarantor which would
prohibit the making of any payment to or by the Trustee in respect of the
Guarantee pursuant to the provisions of this Article XI.

         SECTION 11.04. This Article Not to Prevent Events of Default. The
failure to make a payment on account of principal, of premium, if any, or
interest on the Notes by reason of any provision of this Article XI will not be
construed as preventing the occurrence of an Event of Default.

         SECTION 11.05. Trustee's Compensation Not Prejudiced. Nothing in this
Article XI will apply to amounts due to the Trustee pursuant to other sections
in the Indenture.

         SECTION 11.06. Payments May Be Paid Prior to Dissolution. Nothing
contained in this Article XI or elsewhere in this Indenture shall prevent (i) a
Guarantor from making payments of principal of, premium if any, and interest on
the Notes, or from depositing with the Trustee any monies for such payments or
(ii) the application by the Trustee of any monies deposited with it for the
purpose of making such payments of principal of, premium, if any, and interest
on the Notes to the holders entitled thereto, each Guarantor shall give prompt
written notice to the Trustee of any dissolution, winding up, liquidation or
reorganization of such Guarantor.

         SECTION 11.07. Release of Guarantee. The Guarantee provided pursuant to
this Article XI by each Subsidiary Guarantor shall be automatically and
unconditionally released and discharged upon any sale, exchange or transfer, to
any Person not an Affiliate of FelCor LP or FelCor, of all of the Capital Stock
owned by FelCor LP, FelCor and their respective Restricted Subsidiaries in, or
all or substantially all the assets of such Subsidiary Guarantor; provided such
transfer is permitted by this Indenture.




                                      -63-
<PAGE>   70

                                   SIGNATURES


         IN WITNESS WHEREOF, the parties hereto have caused this Indenture to be
duly executed, all as of the date first written above.

                                      FELCOR LODGING LIMITED PARTNERSHIP
                                      By:    FELCOR LODGING TRUST INCORPORATED,
                                             General Partner


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


                                      FELCOR LODGING TRUST INCORPORATED


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


                                      FELCOR/CSS HOTELS, L.L.C.


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


                                      FELCOR/LAX HOTELS, L.L.C.


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



                                       S-1
<PAGE>   71


                                      FELCOR/CSS HOLDINGS, L.P.
                                      By:    FELCOR/CSS HOTELS, L.L.C.,
                                             General Partner


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


                                      FELCOR/ST. PAUL HOLDINGS, L.P.
                                      By:    FELCOR/CSS HOTELS, L.L.C.,
                                             General Partner


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


                                      FELCOR/LAX HOLDINGS, L.P.
                                      By:    FELCOR/LAX HOTELS, L.L.C.,
                                             General Partner


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


                                      FELCOR EIGHT HOTELS, L.L.C.


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


                                      FELCOR HOTEL ASSET COMPANY, L.L.C.


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



                                       S-2
<PAGE>   72

                                      FELCOR NEVADA HOLDINGS L.L.C.


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


                                      FHAC NEVADA HOLDINGS, L.L.C.


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


                                      FHAC TEXAS HOLDINGS, L.P.
                                      By:   FELCOR HOTEL ASSET COMPANY, L.L.C.,
                                            General Partner


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


                                      FELCOR OMAHA HOTEL COMPANY, L.L.C.


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


                                      FELCOR COUNTRY VILLA HOTEL, L.L.C.


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


                                      FELCOR MOLINE HOTEL, L.L.C.


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




                                       S-3
<PAGE>   73

                                      FELCOR CANADA CO.


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





                                       S-4
<PAGE>   74



                                      SUNTRUST BANK,
                                      as Trustee


                                      By:    /s/ GEORGE HOGAN
                                             -----------------------------------
                                             Name: George Hogan
                                             Title: Vice President



                                      S-5

<PAGE>   75






                                   SCHEDULE A


<PAGE>   76
                                                                       EXHIBIT A

                                 [FACE OF NOTE]
                           8 1/2% Senior Note Due 2011
                                                             [CUSIP]
                                                                     ----------

No.                                                                 $
                                                                     ----------

         FELCOR LODGING LIMITED PARTNERSHIP, a Delaware limited partnership
("FELCOR LP"), which term includes any successor under the Indenture hereinafter
referred to), for value received, promises to pay to CEDE & Co., or its
registered assigns, the principal sum of ___________ ($_________) on June 1,
2011.

         Interest Payment Dates: June 1 and December 1, commencing December 1,
2001.

         Regular Record Dates: May 15 and November 15.

         Notwithstanding anything to the contrary in this Note or in the
Indenture (as hereinafter defined), upon the occurrence of, and during the
continuance of, a Ratings Downgrade, this Note will bear interest at an annual
rate of 8.5% plus 0.5%.

         Reference is hereby made to the further provisions of this Note set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.


                                      A-1
<PAGE>   77



         IN WITNESS WHEREOF, FelCor LP has caused this Note to be signed
manually or by facsimile by its duly authorized officers.

                                      FELCOR LODGING LIMITED PARTNERSHIP
                                      By:   FELCOR LODGING TRUST INCORPORATED,
                                            General Partner


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


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


                                      A-2

<PAGE>   78



                    (Trustee's Certificate of Authentication)
         This is one of the 8 1/2% Senior Notes Due 2011 described in the
within-mentioned Indenture.

Date:
                                           SUNTRUST BANK, as Trustee


                                           By:
                                               ---------------------------------
                                                     Authorized Signatory




                                      A-3

<PAGE>   79



                             [REVERSE SIDE OF NOTE]
                       FELCOR LODGING LIMITED PARTNERSHIP
                           8 1/2% Senior Note Due 2011

1.       Principal and Interest.

         FelCor LP will pay the principal of this Note on June 1, 2011.

         FelCor LP promises to pay interest on the principal amount of this Note
on each Interest Payment Date, as set forth below, at the rate per annum shown
above. Notwithstanding anything to the contrary in this Note or in the
Indenture, upon the occurrence of, and during the continuance of, a Ratings
Downgrade, this Note will bear interest at the rate per annum shown above plus
0.5%.

         Interest will be payable semiannually (to the holders of record of the
Notes at the close of business on May 15 or November 15 immediately preceding
the Interest Payment Date) on each Interest Payment Date, commencing December 1,
2001.

         If an exchange offer registered under the Securities Act is not
consummated and a shelf registration statement under the Securities Act with
respect to resales of the Notes is not declared effective by the Commission, on
or before December 3, 2001 in accordance with the terms of the Registration
Rights Agreement dated June 4, 2001 among FelCor LP, FelCor, 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, and interest due on the Notes will accrue, at an annual rate of 0.5% plus
the interest rate specified on the face hereof, until the exchange offer is
consummated or the shelf registration statement is declared effective. The
Holder of this Note is entitled to the benefits of such Registration Rights
Agreement.

         Interest on the Notes will accrue from the most recent date to which
interest has been paid or, if no interest has been paid, from June 4, 2001;
provided that, if there is no existing default in the payment of interest and
this Note is authenticated between a Regular Record Date referred to on the face
hereof and the next succeeding Interest Payment Date, interest shall accrue from
such Interest Payment Date. Interest will be computed on the basis of a 360-day
year of twelve 30-day months.

         FelCor LP shall pay interest on overdue principal and premium, if any,
and interest on overdue installments of interest, to the extent lawful, at a
rate per annum that is 2% in excess of the rate otherwise payable.

2.       Method of Payment.

         FelCor LP will pay interest (except defaulted interest) on the
principal amount of the Notes as provided above on each June 1 and December 1 to
the persons who are Holders (as reflected in the Note Register at the close of
business on such May 15 and November 15 immediately preceding the Interest
Payment Date), in each case, even if the Note is canceled on registration of
transfer or registration of exchange after such record date; provided that, with
respect to the payment of principal, FelCor LP will make payment to the Holder
that surrenders this Note to a Paying Agent on or after June 1, 2011.



                                       A-4
<PAGE>   80

         FelCor LP will pay principal, premium, if any, and as provided above,
interest in money of the United States that at the time of payment is legal
tender for payment of public and private debts. However, FelCor LP may pay
principal, premium, if any, and interest by its check payable in such money. It
may mail an interest check to a Holder's registered address (as reflected in the
Note Register). If a payment date is a date other than a Business Day at a place
of payment, payment may be made at that place on the next succeeding day that is
a Business Day and no interest shall accrue for the intervening period.

3.       Paying Agent and Registrar.

         Initially, the Trustee will act as authenticating agent, Paying Agent
and Registrar. FelCor LP may change any authenticating agent, Paying Agent or
Registrar without notice. FelCor LP, any Subsidiary or any Affiliate of any of
them may act as Paying Agent, Registrar or co-Registrar.

4.       Indenture; Limitations.

         FelCor LP issued the Notes under an Indenture dated as of June 4, 2001
(the "INDENTURE"), among FelCor LP, FelCor, the Subsidiary Guarantors and
SunTrust Bank (the "TRUSTEE"). Capitalized terms herein are used as defined in
the Indenture unless otherwise indicated. The terms of the Notes include those
stated in the Indenture and those made part of the Indenture by reference to the
Trust Indenture Act. The Notes are subject to all such terms, and Holders are
referred to the Indenture and the Trust Indenture Act for a statement of all
such terms. To the extent permitted by applicable law, in the event of any
inconsistency between the terms of this Note and the terms of the Indenture, the
terms of the Indenture shall control.

         The Notes are general unsecured obligations of FelCor LP.

5.       Redemption.

         Except as provided below, the Notes may not be redeemed prior to their
Stated Maturity.

         On the earlier of (x) November 30, 2001, if the MeriStar Merger has not
been consummated on or prior to such date, (y) 15 days after the termination of
the MeriStar Merger Agreement or (z) at any time, if FelCor LP determines that
the MeriStar Merger is likely not to be able to be consummated in a manner
consistent in all material respects with the description of the MeriStar Merger
contained in the Offering Memorandum dated May 24, 2000 relating to the issuance
and sale of the Notes, FelCor LP shall redeem $300,000,000 aggregate principal
amount of the Notes at a redemption price equal to 101% of the principal amount
thereof plus accrued and unpaid interest thereon, if any, to the Redemption
Date.

         Notice of any redemption will be mailed at least 10 but not more than
30 days before the Redemption Date to each Holder of Notes to be redeemed at its
last address as it appears in the Note Register. Notes in original principal
amount greater than $1,000 may be redeemed in part. On and after the Redemption
Date, interest ceases to accrue on Notes or portions thereof called for
redemption, unless FelCor LP defaults in the payment of the amount due upon
redemption.

6.       Repurchase upon Change in Control.

         Upon the occurrence of any Change of Control, each Holder shall have
the right to require the repurchase of its Notes by FelCor LP in cash pursuant
to the offer described in the Indenture at a purchase price




                                       A-5
<PAGE>   81

equal to 101% of the principal amount thereof plus accrued and unpaid interest,
if any, to the date of purchase (the "CHANGE OF CONTROL PAYMENT").

         A notice of such Change of Control will be mailed within 30 days after
any Change of Control occurs to each Holder at his last address as it appears in
the Note Register. Notes in original denominations larger than $1,000 may be
sold to FelCor LP in part. On and after the Change of Control Payment Date,
interest ceases to accrue on Notes or portions of Notes surrendered for purchase
by FelCor LP, unless FelCor LP defaults in the payment of the Change of Control
Payment.

7.       Denominations; Transfer; Exchange.

         The Notes are in registered form without coupons in denominations of
$1,000 of principal amount at maturity and multiples of $1,000 in excess
thereof. A Holder may register the transfer or exchange of Notes in accordance
with the Indenture. The Registrar may require a Holder, among other things, to
furnish appropriate endorsements and transfer documents and to pay any taxes and
fees required by law or permitted by the Indenture. The Registrar need not
register the transfer or exchange of any Notes selected for redemption. Also, it
need not register the transfer or exchange of any Notes for a period of 15 days
before a selection of Notes to be redeemed is made.

8.       Persons Deemed Owners.

         A Holder shall be treated as the owner of a Note for all purposes.

9.       Unclaimed Money.

         If money for the payment of principal, premium, if any, or interest
remains unclaimed for two years, the Trustee and the Paying Agent will pay the
money back to FelCor LP at its request. After that, Holders entitled to the
money must look to FelCor LP for payment, unless an abandoned property law
designates another Person, and all liability of the Trustee and such Paying
Agent with respect to such money shall cease.

10.      Discharge Prior to Redemption or Maturity.

         If FelCor LP deposits with the Trustee money or U.S. Government
Obligations sufficient to pay the then outstanding principal of, premium, if
any, and accrued interest on the Notes (a) to redemption or maturity, FelCor LP
will be discharged from the Indenture and the Notes, except in certain
circumstances for certain sections thereof, and (b) to the Stated Maturity,
FelCor LP will be discharged from certain covenants set forth in the Indenture.

11.      Amendment; Supplement; Waiver.

         Subject to certain exceptions, the Indenture or the Notes may be
amended or supplemented with the consent of the Holders of at least a majority
in principal amount of the Notes then outstanding, and any existing default or
compliance with any provision may be waived with the consent of the Holders of
at least a majority in principal amount of the Notes then outstanding. Without
notice to or the consent of any Holder, the parties thereto may amend or
supplement the Indenture or the Notes to, among other things, cure any
ambiguity, defect or inconsistency and make any change that does not materially
and adversely affect the rights of any Holder.

                                      A-6

<PAGE>   82

12.      Restrictive Covenants.

         The Indenture imposes certain limitations on the ability of FelCor,
FelCor LP and their respective Restricted Subsidiaries, among other things, to
Incur additional Indebtedness, make Restricted Payments, use the proceeds from
Asset Sales, engage in transactions with Affiliates or merge, consolidate or
transfer substantially all of their assets. Within 45 days after the end of each
fiscal quarter (90 days after the end of the last fiscal quarter of each year),
FelCor and FelCor LP must report to the Trustee on compliance with such
limitations.

13.      Successor Persons.

         When a successor person or other entity assumes all the obligations of
its predecessor under the Notes and the Indenture, the predecessor person will
be released from those obligations.

14.      Defaults and Remedies.

         The following events constitute "EVENTS OF DEFAULT" under the
Indenture:

         (a) default in the payment of principal of (or premium, if any, on) any
Note when the same becomes due and payable at maturity, upon acceleration,
redemption or otherwise;

         (b) default in the payment of interest on any Note when the same
becomes due and payable, and such default continues for a period of 30 days;

         (c) default in the performance or breach of the provisions of the
Indenture applicable to mergers, consolidations and transfers of all or
substantially all of the assets of FelCor LP and FelCor or the failure by FelCor
LP to make or consummate an Offer to Purchase in accordance with Section 4.10 or
Section 4.11 of the Indenture or a default in the performance or breach of the
provisions of the Indenture applicable to special mandatory redemptions or the
failure of FelCor LP to redeem to Notes in accordance with Section 3.09 of the
Indenture;

         (d) FelCor LP or FelCor defaults in the performance of or breaches any
other covenant or agreement of FelCor LP or FelCor in the Indenture or under the
Notes (other than a default specified in clause (a), (b) or (c) above) and such
default or breach continues for a period of 30 consecutive days after written
notice by the Trustee or the Holders of 25% or more in aggregate principal
amount of the Notes;

         (e) there occurs with respect to any issue or issues of Indebtedness of
FelCor LP or FelCor or any Significant Subsidiary having an outstanding
principal amount of $10 million or more in the aggregate for all such issues of
all such Persons, whether such Indebtedness now exists or shall hereafter be
created, (i) an event of default that has caused the holder thereof to declare
such Indebtedness to be due and payable prior to its Stated Maturity and such
Indebtedness has not been discharged in full or such acceleration has not been
rescinded or annulled within 30 days of such acceleration and/or (ii) the
failure to make a principal payment at the final (but not any interim) fixed
maturity and such defaulted payment shall not have been made, waived or extended
within 30 days of such payment default;

         (f) any final judgment or order (not covered by insurance) for the
payment of money in excess of $10 million in the aggregate for all such final
judgments or orders against all such Persons (treating any deductibles,
self-insurance or retention as not covered by insurance) (i) shall be rendered
against FelCor LP or FelCor or any Significant Subsidiary and shall not be paid
or discharged, and (ii) there shall be any period of 60 consecutive days
following entry of the final judgment or order that causes the aggregate amount
for all such final judgments or orders outstanding and not paid or discharged
against all such Persons to exceed $10 million





                                       A-7
<PAGE>   83

during which a stay of enforcement of such final judgment or order, by reason of
a pending appeal or otherwise, shall not be in effect;

         (g) a court having jurisdiction in the premises enters a decree or
order for (i) relief in respect of FelCor LP or FelCor or any Significant
Subsidiary in an involuntary case under any applicable bankruptcy, insolvency or
other similar law now or hereafter in effect, (ii) appointment of a receiver,
liquidator, assignee, custodian, trustee, sequestrator or similar official of
FelCor LP or FelCor or any Significant Subsidiary or for all or substantially
all of the property and assets of FelCor LP or FelCor or any Significant
Subsidiary or (iii) the winding up or liquidation of the affairs of FelCor LP or
FelCor or any Significant Subsidiary and, in each case, such decree or order
shall remain unstayed and in effect for a period of 60 consecutive days; or

         (h) FelCor LP or FelCor or any Significant Subsidiary (i) commences a
voluntary case under any applicable bankruptcy, insolvency or other similar law
now or hereafter in effect, or consents to the entry of an order for relief in
an involuntary case under such law, (ii) consents to the appointment of or
taking possession by a receiver, liquidator, assignee, custodian, trustee,
sequestrator or similar official of FelCor LP or FelCor or Significant
Subsidiary or for all or substantially all of the property and assets of FelCor
LP or FelCor or any Significant Subsidiary or (iii) effects any general
assignment for the benefit of its creditors.

         If an Event of Default (other than an Event of Default described in
subparagraphs (g) or (h) above that occurs with respect to FelCor LP or FelCor)
occurs and is continuing, the Trustee or the Holders of at least 25% in
principal amount of the Notes may declare all the Notes to be due and payable.
If an Event of Default described in subparagraphs (g) or (h) above occurs with
respect to FelCor LP or FelCor, the Notes shall automatically become due and
payable. Holders may not enforce the Indenture or the Notes except as provided
in the Indenture. The Trustee may require indemnity satisfactory to it before it
enforces the Indenture or the Notes. Subject to certain limitations, Holders of
at least a majority in principal amount of the Notes then outstanding may direct
the Trustee in its exercise of any trust or power.

15.      Trustee Dealings with Company.

         The Trustee under the Indenture, in its individual or any other
capacity, may make loans to, accept deposits from and perform services for
FelCor LP or its Affiliates and may otherwise deal with FelCor LP or its
Affiliates as if it were not the Trustee.

16.      No Recourse Against Others.

         No incorporator or any past, present or future limited partner,
shareholder, other equity holder, officer, director, employee or controlling
person as such, of FelCor LP or of any successor Person shall have any liability
for any obligations of FelCor LP under the Notes or the Indenture or for any
claim based on, in respect of or by reason of, such obligations or their
creation. Each Holder by accepting a Note waives and releases all such
liability. The waiver and release are part of the consideration for the issuance
of the Notes.

17.      Authentication.

         This Note shall not be valid until the Trustee or authenticating agent
signs the certificate of authentication on the other side of this Note.


                                      A-8

<PAGE>   84

18.      Abbreviations.

         Customary abbreviations may be used in the name of a Holder or an
assignee, such as: TEN COM (= tenants in common), TEN ENT (= tenants by the
entireties), JT TEN (= joint tenants with right of survivorship and not as
tenants in common), CUST (= Custodian) and U/G/M/A (= Uniform Gifts to Minors
Act).

         FelCor LP will furnish to any Holder upon written request and without
charge a copy of the Indenture. Requests may be made to FelCor Lodging Limited
Partnership, 545 East John Carpenter Freeway, Suite 1300, Irving, Texas 75062 or
at such other address provided for in the Indenture.

19.      Guarantee.

         Repayment of principal and interest on the Notes is guaranteed on a
senior basis by the Guarantors pursuant to Article XI of the Indenture.

                                      A-9

<PAGE>   85



                            [FORM OF TRANSFER NOTICE]

         FOR VALUE RECEIVED the undersigned registered holder hereby sell(s),
assign(s) and transfer(s) unto

Insert Taxpayer Identification No.

__________________________________________ (Please print or typewrite name and
address including zip code of assignee) the within Note and all rights
thereunder, hereby irrevocably constituting _______
___________________________________ and appointing _______________________
attorney to transfer said Note on the books of FelCor LP with full power of
substitution in the premises.

                     [THE FOLLOWING PROVISION TO BE INCLUDED
                     ON ALL NOTES OTHER THAN EXCHANGE NOTES,
                       PERMANENT OFFSHORE GLOBAL NOTES AND
                            OFFSHORE PHYSICAL NOTES]

         In connection with any transfer of this Note occurring prior to the
date which is the earlier of (i) the date the shelf registration statement with
respect to resales of the Notes is declared effective or (ii) two years after
the original issuance of the Notes, the undersigned confirms that without
utilizing any general solicitation or general advertising that:

                                   [Check One]

[  ]              (a) this Note is being transferred in compliance with
                  the exemption from registration under the Securities Act
                  of 1933, as amended, provided by Rule 144A thereunder.

                                       or

[  ]              (b) this Note is being transferred other than in accordance
                  with (a) above and documents are being furnished which comply
                  with the conditions of transfer set forth in this Note and the
                  Indenture.

If none of the foregoing boxes is checked, the Trustee or other Registrar shall
not be obligated to register this Note in the name of any Person other than the
Holder hereof unless and until the conditions to any such transfer of
registration set forth herein and in Section 2.08 of the Indenture shall have
been satisfied.

Date:
      --------------------           ----------------------------------------
                                     NOTICE: The signature to this assignment
                                     must correspond with the name as written
                                     upon the face of the within-mentioned
                                     instrument in every particular, without
                                     alteration or any change whatsoever.


                                      A-10

<PAGE>   86


TO BE COMPLETED BY PURCHASER IF (a) ABOVE IS CHECKED.

         The undersigned represents and warrants that it is purchasing this Note
for its own account or an account with respect to which it exercises sole
investment discretion and that it and any such account is a "qualified
institutional buyer" within the meaning of Rule 144A under the Securities Act of
1933, as amended, and is aware that the sale to it is being made in reliance on
Rule 144A and acknowledges that it has received such information regarding
FelCor LP as the undersigned has requested pursuant to Rule 144A or has
determined not to request such information and that it is aware that the
transferor is relying upon the undersigned's foregoing representations in order
to claim the exemption from registration provided by Rule 144A.

Date:
      --------------------           ----------------------------------------
                                     NOTICE:  To be executed by an executive
                                     officer



                                      A-11

<PAGE>   87



                       OPTION OF HOLDER TO ELECT PURCHASE

         If you wish to have this Note purchased by FelCor LP pursuant to
Section 4.10 or Section 4.11 of the Indenture, check the Box: [_]

         If you wish to have a portion of this Note purchased by FelCor LP
pursuant to Section 4.10 or Section 4.11 of the Indenture, state the amount (in
principal amount at maturity): $___________________.

Date:
         -------------

Your Signature:
               ------------------------------------------------------------
         (Sign exactly as your name appears on the other side of this Note)

Signature Guarantee:
                      ------------------------------


                                      A-12

<PAGE>   88




                                                                       EXHIBIT B

                               FORM OF CERTIFICATE
                                                             -----------, -----

FelCor Lodging Limited Partnership
545 East John Carpenter Freeway
Suite 1300
Irving, Texas  75062

FelCor Lodging Trust Incorporated
545 East John Carpenter Freeway
Suite 1300
Irving, Texas  75062

SunTrust Bank
25 Park Place, 24th Floor
Atlanta, Georgia  30303-2900
Attention:  Corporate Trust Department

            Re:   FelCor Lodging Limited Partnership ("FELCOR LP")
                  8 1/2% Senior Notes Due 2011 (the "NOTES")

Dear Sirs:

         This letter relates to U.S. $____________ principal amount at maturity
of Notes represented by a Note (the "LEGENDED NOTE") which bears a legend
outlining restrictions upon transfer of such Legended Note. Pursuant to Section
2.01 of the Indenture (the "INDENTURE") dated as of June 4, 2001 relating to the
Notes, we hereby certify that we are (or we will hold such securities on behalf
of) a person outside the United States to whom the Notes could be transferred in
accordance with Rule 904 of Regulation S promulgated under the U.S. Securities
Act of 1933, as amended. Accordingly, you are hereby requested to exchange the
legended certificate for an unlegended certificate representing an identical
principal amount at maturity of Notes, all in the manner provided for in the
Indenture.

         You are entitled to rely upon this letter and are irrevocably
authorized to produce this letter or a copy hereof to any interested party in
any administrative or legal proceedings or official inquiry with respect to the
matters covered hereby. Terms used in this certificate have the meanings set
forth in Regulation S.

                                            Very truly yours,


                                            [NAME OF HOLDER]


                                            By:
                                               ---------------------------------
                                                    Authorized Signature


                                      B-1

<PAGE>   89





                                                                       EXHIBIT C

                            FORM OF CERTIFICATE TO BE
                          DELIVERED IN CONNECTION WITH
                    TRANSFERS TO NON-QIB ACCREDITED INVESTORS

                                                               -------------, --

FelCor Lodging Limited Partnership
545 East John Carpenter Freeway
Suite 1300
Irving, Texas  75062

FelCor Lodging Trust Incorporated
545 East John Carpenter Freeway
Suite 1300
Irving, Texas  75062

SunTrust Bank
25 Park Place, 24th Floor
Atlanta, Georgia  30303-2900
Attention:  Corporate Trust Department

              Re:   FelCor Lodging Limited Partnership ("FELCOR LP")
                    8 1/2% Senior Notes Due 2011 (the "NOTES")

Dear Sirs:

         In connection with our proposed purchase of $____________ aggregate
principal amount at maturity of the Notes, we confirm that:

         1. We understand that any subsequent transfer of the Notes is subject
to certain restrictions and conditions set forth in the Indenture dated as of
June 4, 2001, relating to the Notes (the "INDENTURE") and the undersigned agrees
to be bound by, and not to resell, pledge or otherwise transfer the Notes except
in compliance with, such restrictions and conditions and the Securities Act of
1933, as amended (the "SECURITIES ACT").

         2. We understand that the offer and sale of the Notes have not been
registered under the Securities Act, and that the Notes may not be offered or
sold except as permitted in the following sentence. We agree, on our own behalf
and on behalf of any accounts for which we are acting as hereinafter stated,
that if we should sell any Notes, we will do so only (A) to FelCor, FelCor LP or
any subsidiary thereof, (B) in accordance with Rule 144A under the Securities
Act to a "qualified institutional buyer" (as defined therein), (C) to an
institutional "accredited investor" (as defined below) that, prior to such
transfer, furnishes (or has furnished on its behalf by a U.S. broker-dealer) to
you a signed letter substantially in the form of this letter, and, if this
letter relates to a proposed transfer in respect of an aggregate principal
amount of Notes less than $100,000, an opinion of counsel acceptable to FelCor
and FelCor LP that such transfer is in compliance with the Securities Act, (D)
outside the United States in accordance with Rule 904 of Regulation S under the
Securities Act, (E) pursuant to the exemption from registration provided by Rule
144 under the Securities Act (if available) or (F) pursuant to an effective
registration statement under the Securities Act, and we further agree to provide
to any person purchasing any of the Notes from us a notice advising such
purchaser that resales of the Notes are restricted as stated herein.

                                      C-1

<PAGE>   90

         3. We understand that, on any proposed resale of any Notes, we will be
required to furnish to you such certifications, legal opinions and other
information as you may reasonably require to confirm that the proposed sale
complies with the foregoing restrictions. We further understand that the Notes
purchased by us will bear a legend to the foregoing effect.

         4. We are an institutional "accredited investor" (as defined in Rule
501(a)(1), (2), (3) or (7) of Regulation D under the Securities Act) and have
such knowledge and experience in financial and business matters as to be capable
of evaluating the merits and risks of our investment in the Notes, and we and
any accounts for which we are acting are each able to bear the economic risk of
our or its investment.

         5. We are acquiring the Notes purchased by us for our own account or
for one or more accounts (each of which is an institutional "accredited
investor") as to each of which we exercise sole investment discretion.

         You are entitled to rely upon this letter and are irrevocably
authorized to produce this letter or a copy hereof to any interested party in
any administrative or legal proceedings or official inquiry with respect to the
matters covered hereby.

                                            Very truly yours,


                                            [Name of Transferee]


                                            By:
                                               ---------------------------------
                                                   Authorized Signature


                                      C-2


<PAGE>   91




                                                                       EXHIBIT D

                       FORM OF CERTIFICATE TO BE DELIVERED
                          IN CONNECTION WITH TRANSFERS
                            PURSUANT TO REGULATION S

                                                               -----------, ----

FelCor Lodging Limited Partnership
545 East John Carpenter Freeway
Suite 1300
Irving, Texas  75062

FelCor Lodging Trust Incorporated
545 East John Carpenter Freeway
Suite 1300
Irving, Texas  75062

SunTrust Bank
25 Park Place, 24th Floor
Atlanta, Georgia  30303-2900
Attention:  Corporate Trust Department


           Re:   FelCor Lodging Limited Partnership ("FELCOR LP")
                 8 1/2% Senior Notes Due 2011 (the "NOTES")

Dear Sirs:

         In connection with our proposed sale of U.S.$________ aggregate
principal amount at maturity of the Notes, we confirm that such sale has been
effected pursuant to and in accordance with Regulation S under the Securities
Act of 1933, as amended (the "SECURITIES ACT"), and, accordingly, we represent
that:

         (1) the offer of the Notes was not made to a person in the United
States;

         (2) at the time the buy order was originated, the transferee was
outside the United States or we and any person acting on our behalf reasonably
believed that the transferee was outside the United States;

         (3) no directed selling efforts have been made by us in the United
States in contravention of the requirements of Rule 903(b) or Rule 904(a) of
Regulation S, as applicable; and

         (4) the transaction is not part of a plan or scheme to evade the
registration requirements of the Securities Act.

                                      D-1

<PAGE>   92

         You are entitled to rely upon this letter and are irrevocably
authorized to produce this letter or a copy hereof to any interested party in
any administrative or legal proceedings or official inquiry with respect to the
matters covered hereby. Terms used in this certificate have the meanings set
forth in Regulation S.

                                Very truly yours,

                                       [Name of Transferor]


                                       By:
                                           ------------------------------------
                                                   Authorized Signature




                                      D-2