##### Table of Contents



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 WASHINGTON, D.C. 20549
 Form 10-K/A
 Amendment No. 1
 (Mark One)
 þ
    
    ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the fiscal year ended December 31, 2006
 OR
 o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the transition period from            to
 Commission file number 1-14236
 FelCor Lodging Trust Incorporated
  Maryland
    
    75-2541756(State or other jurisdiction of 
incorporation or organization)
    
    (I.R.S. Employer
Identification No.)545 E. John Carpenter Frwy., Suite 1300, Irving, Texas
(Address of principal executive offices)
    
    75062
(Zip Code)
 (972) 444-4900
  Title of each class
    
    Name of each exchange
on which registeredCommon Stock
$1.95 Series A Cumulative Convertible Preferred Stock 
Depositary Shares representing 8% Series C Cumulative 
Redeemable Preferred Stock
    
    New York Stock Exchange, Inc.
New York Stock Exchange, Inc.
New York Stock Exchange, Inc.
  None
 þ o
 o þ
 þ o
 o
 o þ
   þ o o
  DOCUMENTS INCORPORATED BY REFERENCE




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Explanatory Note
   2




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##### 



FELCOR LODGING TRUST INCORPORATED
 INDEX
 Item 8.  Financial Statements and Supplementary DataReport of Independent Registered Public Accounting Firm
    
    
    4Consolidated Balance Sheets  December 31, 2006 and 2005
    
    
    6Consolidated Statements of Operations for the years ended December 31, 2006, 2005 and 2004
    
    
    7Consolidated Statements of Comprehensive Income (Loss) for the years ended December 31, 2006, 2005 and 2004
    
    
    8Consolidated Statements of Stockholders Equity for the years ended December 31, 2006, 2005 and 2004
    
    
    9Consolidated Statements of Cash Flows for the years ended December 31, 2006, 2005 and 2004
    
    
    10Notes to Consolidated Financial Statements
    
    
    11Schedule III  Real Estate and Accumulated Depreciation as of December 31, 2006
    
    
    37Item
15.  Exhibits and Financial Statement Schedules
    
    
    40Consent of PricewaterhouseCoopers LLPCertification of CEO Pursuant to Section 302Certification of CFO Pursuant to Section 302Certification of CEO Pursuant to Section 906Certification of CFO Pursuant to Section 906
  
 3




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Report of Independent Registered Public Accounting Firm
   Consolidated financial statements and financial statement schedule
 
 Internal control over financial reporting
  4




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5




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FELCOR LODGING TRUST INCORPORATED
 
 CONSOLIDATED BALANCE SHEETS
 December 31, 2006 and 2005
(in thousands)
 2006
    
    
    2005ASSETSInvestment in hotels, net of accumulated depreciation of $612,286 in 2006
and $1,019,123 in 2005
    
    $
    2,044,285
    
    
    $
    2,584,379Investment in unconsolidated entities
    
    
    111,716
    
    
    
    109,262Hotels held for sale
    
    
    133,801
    
    
    
    Cash and cash equivalents
    
    
    124,179
    
    
    
    94,564Restricted cash
    
    
    22,753
    
    
    
    18,298Accounts receivable, net of allowance for doubtful accounts of $962 in 2006 and $2,203 in 2005
    
    
    33,395
    
    
    
    54,815Deferred expenses, net of accumulated amortization of $8,841 in 2006 and $12,150 in 2005
    
    
    9,480
    
    
    
    12,423Condominium development project
    
    
    70,661
    
    
    
    16,051Other assets
    
    
    32,979
    
    
    
    30,471Total assets
    
    $
    2,583,249
    
    
    $
    2,920,263LIABILITIES AND STOCKHOLDERS EQUITYDebt, net of discount of $1,089 in 2006 and $2,982 in 2005
    
    $
    1,369,153
    
    
    $
    1,675,280Distributions payable
    
    
    24,078
    
    
    
    8,596Accrued expenses and other liabilities
    
    
    139,277
    
    
    
    139,187Total liabilities
    
    
    1,532,508
    
    
    
    1,823,063Commitments and contingenciesMinority interest in FelCor LP 1,355 and 2,763 units issued and outstanding at December 31, 2006 and 2005, respectively
    
    
    11,638
    
    
    
    25,393Minority interest in other partnerships
    
    
    28,172
    
    
    
    40,014Stockholders equity:Preferred stock, $.01 par value, 20,000 shares authorized:Series A Cumulative Convertible Preferred Stock, 12,880 shares, liquidation value of $322,011 issued and outstanding at December 31, 2006 and December 31, 2005
    
    
    309,362
    
    
    
    309,362Series C Cumulative Redeemable Preferred Stock, 68 shares, liquidation value of $169,950 issued and outstanding at December 31, 2006
    
    
    169,412
    
    
    
    169,412Common stock, $.01 par value, 200,000 shares authorized and 69,438 and 69,440 shares issued, including shares in treasury, at December 31, 2006 and 2005, respectively
    
    
    694
    
    
    
    694Additional paid-in capital
    
    
    2,066,694
    
    
    
    2,081,869Accumulated other comprehensive income
    
    
    15,839
    
    
    
    19,602Accumulated deficit
    
    
    (1,409,790
    )
    
    
    (1,372,720
    )Less: Common stock in treasury, at cost, of 7,386 and 9,231 shares at December 31, 2006 and 2005, respectively
    
    
    (141,280
    )
    
    
    (176,426
    )Total stockholders equity
    
    
    1,010,931
    
    
    
    1,031,793Total liabilities and stockholders equity
    
    $
    2,583,249
    
    
    $
    2,920,263
  6




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FELCOR LODGING TRUST INCORPORATED
 
 CONSOLIDATED STATEMENTS OF OPERATIONS
 For the Years Ended December 31, 2006, 2005 and 2004
(in thousands, except per share data)
 2006
    
    
    2005
    
    
    2004Revenues:Hotel operating revenue
    
    $
    990,959
    
    
    $
    913,149
    
    
    $
    840,416Retail space rental and other revenue
    
    
    79
    
    
    
    1,506
    
    
    
    2,196Total revenues
    
    
    991,038
    
    
    
    914,655
    
    
    
    842,612Expenses:Hotel departmental expenses
    
    
    319,731
    
    
    
    303,454
    
    
    
    290,619Other property operating costs
    
    
    270,301
    
    
    
    255,626
    
    
    
    235,204Management and franchise fees
    
    
    51,237
    
    
    
    45,215
    
    
    
    42,664Taxes, insurance and lease expense
    
    
    112,052
    
    
    
    104,852
    
    
    
    92,256Abandoned projects
    
    
    33
    
    
    
    265
    
    
    
    Corporate expenses
    
    
    23,308
    
    
    
    19,025
    
    
    
    17,033Depreciation
    
    
    94,579
    
    
    
    84,448
    
    
    
    78,116Total operating expenses
    
    
    871,241
    
    
    
    812,885
    
    
    
    755,892Operating income
    
    
    119,797
    
    
    
    101,770
    
    
    
    86,720Interest expense, net
    
    
    110,867
    
    
    
    121,668
    
    
    
    136,144Hurricane loss
    
    
    
    
    
    
    6,481
    
    
    
    2,125Charge-off of deferred financing costs
    
    
    3,562
    
    
    
    1,448
    
    
    
    6,960Loss on early extinguishment of debt
    
    
    12,471
    
    
    
    4,037
    
    
    
    44,216Gain on swap termination
    
    
    (1,715
    )
    
    
    
    
    
    
    (1,005
    )Loss before equity in income of unconsolidated entities, minority interests and gain on sale of assets
    
    
    (5,388
    )
    
    
    (31,864
    )
    
    
    (101,720
    )Equity in income from unconsolidated entities
    
    
    11,537
    
    
    
    10,169
    
    
    
    17,121Gain (loss) on sale of assets
    
    
    (92
    )
    
    
    469
    
    
    
    Minority interests
    
    
    2,508
    
    
    
    4,310
    
    
    
    6,223Income (loss) from continuing operations
    
    
    8,565
    
    
    
    (16,916
    )
    
    
    (78,376
    )Discontinued operations
    
    
    42,480
    
    
    
    (234,699
    )
    
    
    (21,751
    )Net income (loss)
    
    
    51,045
    
    
    
    (251,615
    )
    
    
    (100,127
    )Preferred dividends
    
    
    (38,713
    )
    
    
    (39,408
    )
    
    
    (35,130
    )Issuance costs of redeemed preferred stock
    
    
    
    
    
    
    (6,522
    )
    
    
    Net income (loss) applicable to common stockholders
    
    $
    12,332
    
    
    $
    (297,545
    )
    
    $
    (135,257
    )Income (loss) per common share data:Basic and diluted:Loss from continuing operations
    
    $
    (0.50
    )
    
    $
    (1.06
    )
    
    $
    (1.92
    )Net income (loss)
    
    $
    0.20
    
    
    $
    (5.01
    )
    
    $
    (2.29
    )Weighted average common shares outstanding
    
    
    60,734
    
    
    
    59,436
    
    
    
    59,045Cash dividends declared on common stock
    
    $
    0.80
    
    
    $
    0.15
    
    
    $
    
  7




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FELCOR LODGING TRUST INCORPORATED
 
 CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
 For the years ended December 31, 2006, 2005 and 2004
(in thousands)
 2006
    
    
    2005
    
    
    2004Net income (loss)
    
    $
    51,045
    
    
    $
    (251,615
    )
    
    $
    (100,127
    )Unrealized holding gains (loss) from interest rate swaps
    
    
    (507
    )
    
    
    2,074
    
    
    
    147Realized gain from interest rate swaps
    
    
    (1,715
    )
    
    
    
    
    
    
    Foreign currency translation adjustment
    
    
    (1,541
    )
    
    
    1,748
    
    
    
    6,155Comprehensive income (loss)
    
    $
    47,282
    
    
    $
    (247,793
    )
    
    $
    (93,825
    )
  8




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FELCOR LODGING TRUST INCORPORATED
 
 CONSOLIDATED STATEMENTS OF STOCKHOLDERS EQUITY
 For the years ended December 31, 2006, 2005, and 2004
(in thousands)
 Preferred Stock
    
    
    Common Stock
    
    
    
    
    
    
    AccumulatedNumber
    
    
    
    
    
    
    Number
    
    
    
    
    
    
    Additional
    
    
    Other
    
    
    
    
    
    
    
    
    
    
    Totalof
    
    
    
    
    
    
    of
    
    
    
    
    
    
    Paid-in
    
    
    Comprehensive
    
    
    Accumulated
    
    
    Treasury
    
    
    StockholdersShares
    
    
    Amount
    
    
    Shares
    
    
    Amount
    
    
    Capital
    
    
    Income
    
    
    Deficit
    
    
    Stock
    
    
    EquityBalance at December 31, 2003
    
    
    6,048
    
    
    $
    318,907
    
    
    
    69,429
    
    
    $
    694
    
    
    $
    2,095,356
    
    
    $
    9,478
    
    
    $
    (930,886
    )
    
    $
    (197,277
    )
    
    $
    1,296,272Foreign exchange translation
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    6,155
    
    
    
    
    
    
    
    
    
    
    
    6,155Issuance of Series A preferred stock
    
    
    6,900
    
    
    
    159,850
    
    
    
    
    
    
    
    
    
    
    
    (3,850
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    156,000Issuance of stock awards
    
    
    
    
    
    
    
    
    
    
    7
    
    
    
    
    
    
    
    (9,067
    )
    
    
    
    
    
    
    
    
    
    
    9,092
    
    
    
    25Amortization of stock awards
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    3,179
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    3,179Unrealized gain on hedging transaction
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    147
    
    
    
    
    
    
    
    
    
    
    
    147Conversion of operating partnership units into common shares
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (1,999
    )
    
    
    
    
    
    
    
    
    
    
    4,692
    
    
    
    2,693Allocation from minority units
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,109
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,109Forfeitures of stock awards
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    461
    
    
    
    
    
    
    
    
    
    
    
    (461
    )
    
    
    Dividends declared:$1.95 per Series A preferred share
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (19,884
    )
    
    
    
    
    
    
    (19,884
    )$2.25 per Series B depositary preferred share
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (15,246
    )
    
    
    
    
    
    
    (15,246
    )Net loss
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (100,127
    )
    
    
    
    
    
    
    (100,127
    )Balance at December 31, 2004
    
    
    12,948
    
    
    
    478,757
    
    
    
    69,436
    
    
    
    694
    
    
    
    2,085,189
    
    
    
    15,780
    
    
    
    (1,066,143
    )
    
    
    (183,954
    )
    
    
    1,330,323Foreign exchange translation
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,748
    
    
    
    
    
    
    
    
    
    
    
    1,748Issuance of Series C preferred stock
    
    
    68
    
    
    
    169,412
    
    
    
    
    
    
    
    
    
    
    
    (5,492
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    163,920Retirement of Series B preferred stock
    
    
    (68
    )
    
    
    (169,395
    )
    
    
    
    
    
    
    
    
    
    
    6,522
    
    
    
    
    
    
    
    (6,522
    )
    
    
    
    
    
    
    (169,395
    )Issuance of stock awards
    
    
    
    
    
    
    
    
    
    
    4
    
    
    
    
    
    
    
    (7,285
    )
    
    
    
    
    
    
    
    
    
    
    7,022
    
    
    
    (263
    )Amortization of stock awards
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    3,265
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    3,265Unrealized gain on hedging transaction
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2,074
    
    
    
    
    
    
    
    
    
    
    
    2,074Conversion of operating partnership units into common shares
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (118
    )
    
    
    
    
    
    
    
    
    
    
    506
    
    
    
    388Allocation from minority units
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (212
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (212
    )Dividends declared:
    
    
    $0.15 per common share
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (9,032
    )
    
    
    
    
    
    
    (9,032
    )$1.95 per Series A preferred share
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (25,117
    )
    
    
    
    
    
    
    (25,117
    )$1.125 per Series B depositary preferred share
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (5,432
    )
    
    
    
    
    
    
    (5,432
    )$1.63 per Series C depositary preferred share
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (8,859
    )
    
    
    
    
    
    
    (8,859
    )Net loss
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (251,615
    )
    
    
    
    
    
    
    (251,615
    )Balance at December 31, 2005
    
    
    12,948
    
    
    
    478,774
    
    
    
    69,440
    
    
    
    694
    
    
    
    2,081,869
    
    
    
    19,602
    
    
    
    (1,372,720
    )
    
    
    (176,426
    )
    
    
    1,031,793Foreign exchange translation
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (1,541
    )
    
    
    
    
    
    
    
    
    
    
    (1,541
    )Issuance of stock awards
    
    
    
    
    
    
    
    
    
    
    19
    
    
    
    
    
    
    
    (6,371
    )
    
    
    
    
    
    
    
    
    
    
    6,933
    
    
    
    562Exercise of stock options
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (482
    )
    
    
    
    
    
    
    
    
    
    
    2,670
    
    
    
    2,188Amortization of stock awards
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    5,169
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    5,169Forfeiture of stock awards
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    579
    
    
    
    
    
    
    
    
    
    
    
    (866
    )
    
    
    (287
    )Repurchase of common shares
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (818
    )
    
    
    (818
    )Common stock exchanged for treasury shares
    
    
    
    
    
    
    
    
    
    
    (21
    )
    
    
    
    
    
    
    (357
    )
    
    
    
    
    
    
    
    
    
    
    357
    
    
    
    Unrealized loss on hedging transaction
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (507
    )
    
    
    
    
    
    
    
    
    
    
    (507
    )Realized gain on hedging transaction
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (1,715
    )
    
    
    
    
    
    
    
    
    
    
    (1,715
    )Conversion of operating partnership units into common shares
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (26,870
    )
    
    
    
    
    
    
    
    
    
    
    26,870
    
    
    
    Allocation from minority units
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    13,157
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    13,157Dividends declared:$0.80 per common share
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (49,402
    )
    
    
    
    
    
    
    (49,402
    )$1.95 per Series A preferred share
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (25,117
    )
    
    
    
    
    
    
    (25,117
    )$2.00 per Series C depositary preferred share
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (13,596
    )
    
    
    
    
    
    
    (13,596
    )Net income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    51,045
    
    
    
    
    
    
    
    51,045Balance at December 31, 2006
    
    
    12,948
    
    
    $
    478,774
    
    
    
    69,438
    
    
    $
    694
    
    
    $
    2,066,694
    
    
    $
    15,839
    
    
    $
    (1,409,790
    )
    
    $
    (141,280
    )
    
    $
    1,010,931
  9




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##### Table of Contents



FELCOR LODGING TRUST INCORPORATED
 
 CONSOLIDATED STATEMENTS OF CASH FLOWS
 For the Years Ended December 31, 2006, 2005 and 2004
(in thousands)
 2006
    
    
    2005
    
    
    2004Cash flows from operating activities:Net income (loss)
    
    $
    51,045
    
    
    $
    (251,615
    )
    
    $
    (100,127
    )Adjustments to reconcile net income (loss) to net
cash provided by operating activities:Depreciation
    
    
    110,274
    
    
    
    122,535
    
    
    
    122,653Gain on sale of assets
    
    
    (48,802
    )
    
    
    (12,522
    )
    
    
    (20,589
    )Amortization of deferred financing fees
    
    
    3,351
    
    
    
    3,399
    
    
    
    4,161Accretion amortization of debt
    
    
    1,105
    
    
    
    1,167
    
    
    
    510Amortization of unearned officers and directors compensation
    
    
    5,080
    
    
    
    2,904
    
    
    
    2,945Equity in income from unconsolidated entities
    
    
    (11,537
    )
    
    
    (10,169
    )
    
    
    (17,121
    )Distributions of income from unconsolidated entities
    
    
    3,632
    
    
    
    1,062
    
    
    
    11,932Charge-off of deferred financing costs
    
    
    3,643
    
    
    
    2,659
    
    
    
    6,960Loss on early extinguishment of debt
    
    
    13,701
    
    
    
    8,641
    
    
    
    44,216Impairment loss hotels
    
    
    16,474
    
    
    
    266,751
    
    
    
    38,289Minority interests
    
    
    (789
    )
    
    
    (23,295
    )
    
    
    (7,375
    )Changes in assets and liabilities:Accounts receivable
    
    
    12,571
    
    
    
    (6,178
    )
    
    
    (2,213
    )Restricted cash-operations
    
    
    (2,687
    )
    
    
    (6,941
    )
    
    
    (23,467
    )Other assets
    
    
    (9,076
    )
    
    
    (6,057
    )
    
    
    (957
    )Accrued expenses and other liabilities
    
    
    (285
    )
    
    
    19,141
    
    
    
    (26,536
    )Net cash flow provided by operating activities
    
    
    147,700
    
    
    
    111,482
    
    
    
    33,281Cash flows provided by (used in) investing activities:Acquisition of hotels
    
    
    
    
    
    
    
    
    
    
    (27,759
    )Improvements and additions to hotels
    
    
    (168,525
    )
    
    
    (111,664
    )
    
    
    (95,599
    )Additions to condominium project
    
    
    (51,200
    )
    
    
    (11,546
    )
    
    
    Acquisition of joint venture
    
    
    
    
    
    
    (1,197
    )
    
    
    Cash from consolidation of venture
    
    
    
    
    
    
    3,204
    
    
    
    Proceeds from asset dispositions
    
    
    346,332
    
    
    
    73,502
    
    
    
    152,686Proceeds received from property damage insurance
    
    
    7,535
    
    
    
    3,131
    
    
    
    Decrease in restricted cash-investing
    
    
    1,008
    
    
    
    10,804
    
    
    
    8,155Cash distributions from unconsolidated entities
    
    
    5,700
    
    
    
    6,578
    
    
    
    10,899Capital contributions to unconsolidated entities
    
    
    (250
    )
    
    
    (1,350
    )
    
    
    Net cash flow provided by (used in) investing activities
    
    
    140,600
    
    
    
    (28,538
    )
    
    
    48,382Cash flows provided by (used in) financing activities:Proceeds from borrowings
    
    
    540,494
    
    
    
    233,911
    
    
    
    523,802Repayment of borrowings
    
    
    (716,006
    )
    
    
    (292,990
    )
    
    
    (838,891
    )Payment of debt issuance costs
    
    
    (3,985
    )
    
    
    (659
    )
    
    
    (5,517
    )Decrease in restricted cash-financing
    
    
    2,825
    
    
    
    4,401
    
    
    
    Net proceeds from sale of preferred stock
    
    
    
    
    
    
    164,147
    
    
    
    158,990Redemption of preferred stock
    
    
    
    
    
    
    (169,395
    )
    
    
    Exercise of stock options
    
    
    2,188
    
    
    
    
    
    
    
    Distributions paid to other partnerships minority holders
    
    
    (13,167
    )
    
    
    
    
    
    
    (4,000
    )Contribution from minority interest holders
    
    
    2,519
    
    
    
    2,200
    
    
    
    3,247Distributions paid to FelCor LP limited partners
    
    
    (878
    )
    
    
    (414
    )
    
    
    Distributions paid to preferred stockholders
    
    
    (38,713
    )
    
    
    (39,905
    )
    
    
    (34,757
    )Distributions paid to common stockholders
    
    
    (33,951
    )
    
    
    (9,032
    )
    
    
    Net cash flow used in financing activities
    
    
    (258,674
    )
    
    
    (107,736
    )
    
    
    (197,126
    )Effect of exchange rate changes on cash
    
    
    (11
    )
    
    
    46
    
    
    
    2,888Net change in cash and cash equivalents
    
    
    29,615
    
    
    
    (24,746
    )
    
    
    (112,575
    )Cash and cash equivalents at beginning of periods
    
    
    94,564
    
    
    
    119,310
    
    
    
    231,885Cash and cash equivalents at end of periods
    
    $
    124,179
    
    
    $
    94,564
    
    
    $
    119,310Supplemental cash flow information  Interest paid
    
    $
    118,502
    
    
    $
    132,091
    
    
    $
    162,324
  10




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##### Table of Contents



FELCOR LODGING TRUST INCORPORATED
 
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 1. Organization
      Brand
    
    Hotels
    
    RoomsEmbassy Suites Hotels
    
    
    47
    
    
    
    12,130Holiday Inn-branded
    
    
    17
    
    
    
    6,301Starwood-branded
    
    
    9
    
    
    
    3,217Doubletree-branded
    
    
    7
    
    
    
    1,471Hilton-branded
    
    
    2
    
    
    
    559Other brands
    
    
    1
    
    
    
    403Total hotels
    
    
    83
     11




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##### Table of Contents



FELCOR LODGING TRUST INCORPORATED
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 2. Summary of Significant Accounting Policies
 Principles of Consolidation
 Use of Estimates
 Investment in Hotels
   Acquisition of Hotels
 Investment in Unconsolidated Entities
 12




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##### Table of Contents



FELCOR LODGING TRUST INCORPORATED
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 2. Summary of Significant Accounting Policies  (continued)
 Hotels Held for Sale 
  Cash and Cash Equivalents
  Restricted Cash
 Deferred Expenses
 Other Assets 
 Revenue Recognition
 13




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##### Table of Contents



FELCOR LODGING TRUST INCORPORATED
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 2. Summary of Significant Accounting Policies  (continued)
   Foreign Currency Translation
 Capitalized Cost
 Net Income (Loss) Per Common Share
  Stock Compensation 3⁄4
 14




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##### Table of Contents



FELCOR LODGING TRUST INCORPORATED
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 2. Summary of Significant Accounting Policies 3⁄4 (continued)
  2005
    
    
    2004Loss from continuing operations, as reported
    
    $
    (16,916
    )
    
    $
    (78,376
    )Add stock based compensation included in the net loss, as reported
    
    
    2,904
    
    
    
    2,945Less stock based compensation expense that would have been included in
the determination of net loss if the fair value method had been
applied to all awards
    
    
    (2,914
    )
    
    
    (3,001
    )Loss from continuing operations, pro forma
    
    $
    (16,926
    )
    
    $
    (78,432
    )Basic and diluted net loss from continuing operations per common share:As reported
    
    $
    (1.06
    )
    
    $
    (1.92
    )Pro forma
    
    $
    (1.06
    )
    
    $
    (1.92
    )
  Derivatives 3⁄4
 Segment Information 3⁄4
 Distributions and Dividends
 Minority Interests
 Income Taxes
 15




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##### Table of Contents



FELCOR LODGING TRUST INCORPORATED
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 3. Investment in Hotels
  2006
    
    
    2005Building and improvements
    
    $
    2,058,563
    
    
    $
    2,710,465Furniture, fixtures and equipment
    
    
    308,838
    
    
    
    567,330Land
    
    
    203,791
    
    
    
    291,074Construction in progress
    
    
    85,379
    
    
    
    34,6332,656,571
    
    
    
    3,603,502Accumulated depreciation
    
    
    (612,286
    )
    
    
    (1,019,123
    )$
    2,044,285
    
    
    $
    2,584,379
    4. Impairment Charges
     16




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##### Table of Contents



FELCOR LODGING TRUST INCORPORATED
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 4. Impairment Charges  (continued)
      5. Discontinued Operations
  17




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##### Table of Contents



FELCOR LODGING TRUST INCORPORATED
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 5. Discontinued Operations  (continued)
  Year Ended December 31,2006
    
    
    2005
    
    
    2004Hotel operating revenue
    
    $
    204,494
    
    
    $
    343,492
    
    
    $
    418,271Operating expenses
    
    
    (200,958
    )
    
    
    (593,211
    )
    
    
    (448,297
    )Operating income (loss)
    
    
    3,536
    
    
    
    (249,719
    )
    
    
    (30,026
    )Direct interest costs, net
    
    
    (1,206
    )
    
    
    (10,203
    )
    
    
    (13,466
    )Loss on the early extinguishment of debt
    
    
    (1,311
    )
    
    
    (5,815
    )
    
    
    Gain on sale, net of tax
    
    
    43,180
    
    
    
    12,053
    
    
    
    20,589Minority interest
    
    
    (1,719
    )
    
    
    18,985
    
    
    
    1,152Income (loss) from discontinued operations
    
    $
    42,480
    
    
    $
    (234,699
    )
    
    $
    (21,751
    )
     6. Investment in Unconsolidated Entities
   December 31,2006
    
    2005Balance sheet information:Investment in hotels, net of accumulated depreciation
    
    $
    260,628
    
    
    $
    259,645Total assets
    
    $
    297,712
    
    
    $
    295,065Debt
    
    $
    197,462
    
    
    $
    203,880Total liabilities
    
    $
    203,659
    
    
    $
    211,174Equity
    
    $
    94,053
    
    
    $
    83,891
  18




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##### Table of Contents



FELCOR LODGING TRUST INCORPORATED
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 6. Investment in Unconsolidated Entities  (continued)
  2006
    
    
    2005
    
    
    2004Total revenues
    
    $
    83,766
    
    
    $
    75,396
    
    
    $
    67,902Net income
    
    $
    26,764
    
    
    $
    21,801
    
    
    $
    33,746
    (a)Net income attributable to FelCor
    
    $
    13,382
    
    
    $
    11,348
    
    
    $
    18,483Preferred return
    
    
    
    
    
    
    516
    
    
    
    516Depreciation of cost in excess of book value.
    
    
    (1,845
    )
    
    
    (1,695
    )
    
    
    (1,878
    )Equity in income from unconsolidated entities
    
    $
    11,537
    
    
    $
    10,169
    
    
    $
    17,121
 
 (a)
    
    Includes $17.5 million from the gain on the sale of residential condominium development in
Myrtle Beach, South Carolina, which was realized in 2004. Our share of the gain was $8.8 million.
We also recorded additional gains of $1.9 million in our equity in income from unconsolidated
entities to reflect the differences between our historical basis in the assets sold and the basis
recorded by the condominium joint venture.  2006
    
    
    2005Hotel investments
    
    $
    48,641
    
    
    $
    43,117Cost in excess of book value of hotel investments
    
    
    61,253
    
    
    
    63,098Land and condominium investments
    
    
    3,513
    
    
    
    4,270Hotel lessee investments
    
    
    (1,691
    )
    
    
    (1,223
    )$
    111,716
    
    
    $
    109,262
  2006
    
    
    2005
    
    
    2004Hotel investments
    
    $
    12,090
    
    
    $
    10,691
    
    
    $
    17,673Hotel lessee operations
    
    
    (553
    )
    
    
    (522
    )
    
    
    (552
    )Equity in income from unconsolidated entities
    
    $
    11,537
    
    
    $
    10,169
    
    
    $
    17,121
  19




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##### Table of Contents



FELCOR LODGING TRUST INCORPORATED
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 7. Debt
  Balance OutstandingEncumbered
    
    
    Interest Rate at
    
    
    Maturity
    
    
    December 31,Hotels
    
    
    December 31, 2006
    
    
    Date
    
    
    2006
    
    
    2005Promissory note
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    
    
    
    $
    650Line of credit(a)
    
    none
    
    
    
    L + 1.75
    
    
    January 2009
    
    
    
    
    
    
    Senior term notes
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    123,358Senior term notes
    
    none
    
    
    
    8.50
    
    
    June 2011
    
    
    298,911
    
    
    
    298,660Term loan
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    225,000Senior term notes
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    290,000Senior term notes
    
    none
    
    
    
    L + 1.875
    
    
    December 2011
    
    
    215,000
    
    
    
    Total line of credit and senior
debt(d)
    
    
    
    
    
    
    7.98
    
    
    
    
    
    
    
    513,911
    
    
    
    937,668Mortgage debt(b)
    
    12 hotels
    
    
    
    L + 0.93
    
    
    November 2008
    
    
    250,000
    
    
    
    Mortgage debt
    
    8 hotels
    
    
    
    6.56
    
    
    July 2009-2014
    
    
    97,553
    
    
    
    104,282Mortgage debt
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    117,913Mortgage debt
    
    7 hotels
    
    
    
    7.32
    
    
    March 2009
    
    
    124,263
    
    
    
    127,455Mortgage debt
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    41,912Mortgage debt
    
    8 hotels
    
    
    
    8.70
    
    
    May 2010
    
    
    169,438
    
    
    
    172,604Mortgage debt
    
    6 hotels
    
    
    
    8.73
    
    
    May 2010
    
    
    122,578
    
    
    
    133,374Mortgage debt
    
    1 hotel
    
    
    
    L + 2.85
    
    
    August 2008
    
    
    15,500
    
    
    
    15,500Mortgage debt
    
    1 hotel
    
    
    
    5.81
    
    
    July 2016
    
    
    12,861
    
    
    
    10,457Other
    
    1 hotel
    
    
    
    9.17
    
    
    August 2011
    
    
    4,452
    
    
    
    5,204Construction loan(c)
    
    
    
    
    
    
    L + 2.00
    
    
    October 2007
    
    
    58,597
    
    
    
    8,911Total mortgage debt(d)
    
    44 hotels
    
    
    
    7.41
    
    
    
    
    
    
    
    855,242
    
    
    
    737,612Total(d)
    
    
    
    
    
    
    7.62
    %
    
    
    
    
    
    $
    1,369,153
    
    
    $
    1,675,280
 
 (a)
    
    We have a borrowing capacity of $125 million on our line of credit. The interest on this
line can range from 175 to 225 basis points over LIBOR based on our leverage ratio as defined
in our line of credit agreement.(b)
    
    This debt has three, one-year extension options.(c)
    
    We have a recourse construction loan facility for the development of a 184-unit condominium
project in Myrtle Beach, South Carolina.  The interest on this facility is being capitalized
as part of the cost of the project. We have pre sold approximately 98% of these condominiums
and expect to start repaying the construction loan as the unit sales are finalized, beginning
in the second quarter of 2007.(d)
    
    Interest rates are calculated based on the weighted average outstanding debt at
December 31, 2006.   20




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##### Table of Contents



FELCOR LODGING TRUST INCORPORATED
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 7. Debt 3⁄4 (continued)
 5 2
        21




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##### Table of Contents



FELCOR LODGING TRUST INCORPORATED
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 7. Debt 3⁄4 (continued)
      22




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##### Table of Contents



FELCOR LODGING TRUST INCORPORATED
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 7. Debt 3⁄4 (continued)
   Year2007
    
    $
    71,3362008
    
    
    279,233
    (a)2009
    
    
    142,2402010
    
    
    274,5352011
    
    
    518,0302012 and thereafter
    
    
    84,8681,370,242Discount accretion over term
    
    
    (1,089
    )$
    1,369,153
 
 (a)
    
    Includes $250 million of mortgage debt that has three, one-year extension options. 8. Derivatives
    23




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##### Table of Contents



FELCOR LODGING TRUST INCORPORATED
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 8. Derivatives  (continued)
      9. Fair Value of Financial Instruments
  24




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##### Table of Contents



FELCOR LODGING TRUST INCORPORATED
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 9. Fair Value of Financial Instruments  (continued)
  10. Income Taxes
   Reconciliation between TRSs GAAP net loss and taxable loss:
  2006
    
    
    2005
    
    
    2004GAAP net income (loss)
    
    $
    51,045
    
    
    $
    (251,615
    )
    
    $
    (100,127
    )GAAP net loss (income) from REIT operations
    
    
    (54,894
    )
    
    
    (37,237
    )
    
    
    35,168GAAP net loss of taxable subsidiaries
    
    
    (3,849
    )
    
    
    (288,852
    )
    
    
    (64,959
    )Impairment loss not deductible for tax
    
    
    7,206
    
    
    
    231,605
    
    
    
    8,509Tax gain (loss) in excess of book gains on sale of hotels
    
    
    116,308
    
    
    
    (39,842
    )
    
    
    (51,576
    )Depreciation and amortization(a)
    
    
    (3,379
    )
    
    
    (1,910
    )
    
    
    (4,948
    )Employee benefits not deductible for tax
    
    
    (1,537
    )
    
    
    1,708
    
    
    
    1,040Other book/tax differences
    
    
    (1,653
    )
    
    
    4,779
    
    
    
    (3,216
    )Tax gain (loss) of taxable subsidiaries
    
    $
    113,096
    
    
    $
    (92,512
    )
    
    $
    (115,150
    )
 
 (a)
    
    The changes in book/tax differences in depreciation and amortization
principally result from book and tax basis differences, differences in depreciable
lives and accelerated depreciation methods. 25




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##### Table of Contents



FELCOR LODGING TRUST INCORPORATED
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 10. Income Taxes  (continued)
 Summary of TRSs net deferred tax asset:
  2006
    
    
    2005Accumulated net operating losses of our TRS
    
    $
    119,850
    
    
    $
    162,827Tax property basis in excess of book
    
    
    1,128
    
    
    
    Accrued employee benefits not deductible for tax
    
    
    9,111
    
    
    
    9,695Bad debt allowance not deductible for tax
    
    
    367
    
    
    
    837Gross deferred tax assets
    
    
    130,456
    
    
    
    173,359Valuation allowance
    
    
    (130,456
    )
    
    
    (133,138
    )Deferred tax asset after valuation allowance
    
    
    
    
    
    
    40,221Gross deferred tax liability  book property basis in excess of tax
    
    
    
    
    
    
    (40,221
    )Net deferred tax asset
    
    $
    
    
    
    $
    
  Reconciliation between REIT GAAP net loss and taxable income loss:
  2006
    
    
    2005
    
    
    2004GAAP net income (loss) from REIT operations
    
    $
    54,894
    
    
    $
    37,237
    
    
    $
    (35,168
    )Book/tax differences, net:Depreciation and amortization(a)
    
    
    (2,995
    )
    
    
    4,797
    
    
    
    2,386Minority interests
    
    
    (19,869
    )
    
    
    (24,204
    )
    
    
    (2,724
    )Tax loss in excess of book gains on sale of hotels
    
    
    9,268
    
    
    
    (21,547
    )
    
    
    (10,893
    )Impairment loss not deductible for tax
    
    
    (445
    )
    
    
    35,146
    
    
    
    29,779Other
    
    
    (1,444
    )
    
    
    4,045
    
    
    
    1,314Taxable income (loss) subject to distribution requirement(b)
    
    $
    39,409
    
    
    $
    35,474
    
    
    $
    (15,306
    )
 
 (a)
    
    Book/tax differences in depreciation and amortization principally result from
differences in depreciable lives and accelerated depreciation methods.(b)
    
    The dividend distribution requirement is 90%.  26




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##### Table of Contents



FELCOR LODGING TRUST INCORPORATED
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 10. Income Taxes  (continued)
 Characterization of distributions:
  2006
    
    
    2005
    
    
    2004Amount
    
    
    %
    
    
    Amount
    
    
    %
    
    
    Amount
    
    
    %Common StockOrdinary income
    
    $
    0.188
    
    
    
    23.45
    
    
    $
    0.028
    
    
    
    18.76
    
    
    $
    
    
    
    
    Return of capital
    
    
    0.612
    
    
    
    76.55
    
    
    
    0.122
    
    
    
    81.24
    
    
    
    
    
    
    
    $
    0.800
    
    
    
    100.00
    
    
    $
    0.150
    
    
    
    100.00
    
    
    $
    
    
    
    
    Preferred Stock  Series AOrdinary income
    
    $
    1.95
    
    
    
    100.00
    
    
    $
    1.95
    
    
    
    100.00
    
    
    $
    0.0425
    
    
    
    2.18Return of capital
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1.9075
    
    
    
    97.82$
    1.95
    
    
    
    100.00
    
    
    $
    1.95
    
    
    
    100.00
    
    
    $
    1.9500
    
    
    
    100.00Preferred Stock  Series BOrdinary income
    
    $
    
    
    
    
    
    
    
    $
    1.125
    
    
    
    100.00
    
    
    $
    0.0491
    
    
    
    2.18Return of capital
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2.2009
    
    
    
    97.82$
    
    
    
    
    
    
    
    $
    1.125
    
    
    
    100.00
    
    
    $
    2.2500
    
    
    
    100.00Preferred Stock  Series COrdinary income
    
    $
    2.00
    
    
    
    100.00
    
    
    $
    1.633
    
    
    
    100.00
    
    
    $
    
    
    
    
    Return of capital
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    2.00
    
    
    
    100.00
    
    
    $
    1.633
    
    
    
    100.00
    
    
    $
    
    
    
    
    
 11. Capital Stock
  Preferred Stock
   27




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##### Table of Contents



FELCOR LODGING TRUST INCORPORATED
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 11. Capital Stock  (continued)
     FelCor LP Units
  12. Hotel Operating Revenue, Departmental Expenses, and Other Property Operating Costs
  Year Ended December 31,2006
    
    
    2005
    
    
    2004Room revenue
    
    $
    809,466
    
    
    $
    742,882
    
    
    $
    677,169Food and beverage revenue
    
    
    129,200
    
    
    
    121,836
    
    
    
    116,829Other operating departments
    
    
    52,293
    
    
    
    48,431
    
    
    
    46,418Total hotel operating revenues
    
    $
    990,959
    
    
    $
    913,149
    
    
    $
    840,416
 28




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##### Table of Contents



FELCOR LODGING TRUST INCORPORATED
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 12.
    
    Hotel Operating Revenue, Departmental Expenses and Other Property Operating Costs 
(continued)
    Year Ended December 31,2006
    
    
    2005
    
    
    2004Room
    
    $
    199,283
    
    
    $
    187,872
    
    
    $
    178,146Food and beverage
    
    
    97,012
    
    
    
    93,136
    
    
    
    90,715Other operating departments
    
    
    23,436
    
    
    
    22,446
    
    
    
    21,758Total hotel departmental expenses
    
    $
    319,731
    
    
    $
    303,454
    
    
    $
    290,619
  Year Ended December 31,2006
    
    
    2005
    
    
    2004Hotel general and administrative expense
    
    $
    87,451
    
    
    $
    82,607
    
    
    $
    76,898Marketing
    
    
    81,113
    
    
    
    76,151
    
    
    
    71,099Repair and maintenance
    
    
    52,710
    
    
    
    50,011
    
    
    
    46,063Utilities
    
    
    49,027
    
    
    
    46,857
    
    
    
    41,144Total other property operating costs
    
    $
    270,301
    
    
    $
    255,626
    
    
    $
    235,204
  29




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##### Table of Contents



FELCOR LODGING TRUST INCORPORATED
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 13. Taxes, Insurance and Lease Expense
  Year Ended December 31,2006
    
    
    2005
    
    
    2004Operating lease expense (a)
    
    $
    69,221
    
    
    $
    62,176
    
    
    $
    56,716Real estate and other taxes
    
    
    32,790
    
    
    
    32,175
    
    
    
    26,998Property, general liability insurance and other
    
    
    10,041
    
    
    
    10,501
    
    
    
    8,542Total taxes, insurance and lease expense
    
    $
    112,052
    
    
    $
    104,852
    
    
    $
    92,256
 
 (a)
    
    Includes hotel lease expense of $61.1 million, $54.7 million and $49.4 million,
respectively, associated with 13 hotels in 2006 and 2005 and 14 hotels in 2004 owned by
unconsolidated entities and leased to our consolidated lessees. Included in lease
expense is $36.1 million, $28.4 million and $21.9 million in percentage rent for the
year ended December 31, 2006, 2005 and 2004, respectively. 14. Land Leases and Hotel Rent
  Year2007
    
    $
    22,4492008
    
    
    14,3862009
    
    
    14,3612010
    
    
    13,5222011
    
    
    11,5742012 and thereafter
    
    
    94,115$
    170,407
 30




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##### Table of Contents



FELCOR LODGING TRUST INCORPORATED
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 15. Earnings Per Share
  2006
    
    
    2005
    
    
    2004Numerator:Income (loss) from continuing operations
    
    $
    8,565
    
    
    $
    (16,916
    )
    
    $
    (78,376
    )Less: Preferred dividends
    
    
    (38,713
    )
    
    
    (39,408
    )
    
    
    (35,130
    )Issuance costs of redeemed preferred stock
    
    
    
    
    
    
    (6,522
    )
    
    
    Loss from continuing operations and applicable to
common stockholders
    
    
    (30,148
    )
    
    
    (62,846
    )
    
    
    (113,506
    )Discontinued operations
    
    
    42,480
    
    
    
    (234,699
    )
    
    
    (21,751
    )Net income (loss) applicable to common stockholders
    
    $
    12,332
    
    
    $
    (297,545
    )
    
    $
    (135,257
    )Denominator:Denominator for basic and diluted earnings (loss) per share
    
    
    60,734
    
    
    
    59,436
    
    
    
    59,045Earnings (loss) per share data:Basic:Income (loss) from continuing operations
    
    $
    (0.50
    )
    
    $
    (1.06
    )
    
    $
    (1.92
    )Discontinued operations
    
    $
    0.70
    
    
    $
    (3.95
    )
    
    $
    (0.37
    )Net income (loss)
    
    $
    0.20
    
    
    $
    (5.01
    )
    
    $
    (2.29
    )Diluted:Income (loss) from continuing operations
    
    $
    (0.50
    )
    
    $
    (1.06
    )
    
    $
    (1.92
    )Discontinued operations
    
    $
    0.70
    
    
    $
    (3.95
    )
    
    $
    (0.37
    )Net income (loss)
    
    $
    0.20
    
    
    $
    (5.01
    )
    
    $
    (2.29
    )
  2006
    
    2005
    
    2004Restricted shares granted but not vested
    
    
    327
    
    
    
    648
    
    
    
    395Series A convertible preferred shares
    
    
    9,985
    
    
    
    9,985
    
    
    
    9,985
  16. Commitments, Contingencies and Related Party Transactions
  31




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##### Table of Contents



FELCOR LODGING TRUST INCORPORATED
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 16. Commitments, Contingencies and Related Party Transactions  (continued)
  .
     32




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##### Table of Contents



FELCOR LODGING TRUST INCORPORATED
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 17. Supplemental Cash Flow Disclosure
    For the Year Ended December 31,2006
    
    
    2005
    
    
    2004Depreciation from continuing operations
    
    $
    94,579
    
    
    $
    84,448
    
    
    $
    78,116Depreciation from discontinued operations
    
    
    15,695
    
    
    
    38,087
    
    
    
    44,537Total depreciation expense
    
    $
    110,274
    
    
    $
    122,535
    
    
    $
    122,653
      18. Stock Based Compensation Plans
    33




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##### Table of Contents



FELCOR LODGING TRUST INCORPORATED
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 18. Stock Based Compensation Plans  (continued)
 Stock Options
  2006
    
    
    2005
    
    
    2004Weighted
    
    
    
    
    
    
    Weighted
    
    
    
    
    
    
    WeightedNo. Shares of
    
    
    Average
    
    
    No. Shares of
    
    
    Average
    
    
    No. Shares of
    
    
    AverageUnderlying
    
    
    Exercise
    
    
    Underlying
    
    
    Exercise
    
    
    Underlying
    
    
    ExerciseOptions
    
    
    Prices
    
    
    Options
    
    
    Prices
    
    
    Options
    
    
    PricesOutstanding at beginning of the year
    
    
    1,465,257
    
    
    $
    23.41
    
    
    
    1,478,760
    
    
    $
    24.72
    
    
    
    1,911,544
    
    
    $
    22.72Forfeited
    
    
    (726,891
    )
    
    $
    25.56
    
    
    
    (13,503
    )
    
    $
    22.30
    
    
    
    (432,784
    )
    
    $
    15.91Exercised
    
    
    (140,000
    )
    
    $
    15.63
    
    
    
    
    
    
    
    
    
    
    
    Outstanding at end of year
    
    
    598,366
    
    
    $
    22.62
    
    
    
    1,465,257
    
    
    $
    23.41
    
    
    
    1,478,760
    
    
    $
    24.72Exercisable at end of year
    
    
    598,366
    
    
    $
    22.62
    
    
    
    1,455,257
    
    
    $
    23.46
    
    
    
    1,333,760
    
    
    $
    24.24
 Options Exercisable and Outstanding_Number
    
    Wgtd. Avg.Range of
    
    Outstanding
    
    Remaining
    
    Wgtd Avg.Exercise Prices
    
    at 12/31/06
    
    Life
    
    Exercise Price$15.62 to $22.56
    
    
    534,912
    
    
    
    1.01
    
    
    $
    21.58$24.18 to $36.12
    
    
    63,454
    
    
    
    0.88
    
    
    $
    31.41$15.62 to $36.12
    
    
    598,366
    
    
    
    0.99
    
    
    $
    22.62
  Restricted Stock
  2006
    
    
    2005
    
    
    2004Weighted
    
    
    
    
    
    
    Weighted
    
    
    
    
    
    
    WeightedAverage
    
    
    
    
    
    
    Average
    
    
    
    
    
    
    AverageFair Market
    
    
    
    
    
    
    Fair Market
    
    
    
    
    
    
    Fair MarketValue
    
    
    
    
    
    
    Value
    
    
    
    
    
    
    ValueNo. Shares
    
    
    at Grant
    
    
    No. Shares
    
    
    at Grant
    
    
    No. Shares
    
    
    at GrantOutstanding at beginning of the year
    
    
    1,549,206
    
    
    $
    13.35
    
    
    
    1,187,606
    
    
    $
    17.54
    
    
    
    731,431
    
    
    $
    22.03Granted(a):With immediate vesting(b)
    
    
    28,500
    
    
    $
    19.78
    
    
    
    22,300
    
    
    $
    13.73
    
    
    
    26,500
    
    
    $
    10.00With 4-year pro rata vesting
    
    
    293,800
    
    
    $
    18.71
    
    
    
    319,300
    
    
    $
    12.52
    
    
    
    295,040
    
    
    $
    10.00Vesting within 12 months of grant
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    50,000
    
    
    $
    12.47With 5-year pro rata vesting
    
    
    60,000
    
    
    $
    21.64
    
    
    
    20,000
    
    
    $
    13.85
    
    
    
    110,000
    
    
    $
    12.25Forfeited
    
    
    (51,377
    )
    
    $
    13.23
    
    
    
    
    
    
    
    
    
    
    
    (25,365
    )
    
    $
    18.19Outstanding at end of year
    
    
    1,880,129
    
    
    $
    14.56
    
    
    
    1,549,206
    
    
    $
    13.35
    
    
    
    1,187,606
    
    
    $
    17.54Vested at end of year
    
    
    1,108,866
    
    
    $
    17.30
    
    
    
    795,738
    
    
    $
    18.49
    
    
    
    558,151
    
    
    $
    20.52
 
 (a)
    
    All shares granted are issued out of treasury except for 19,200, 5,200 and
6,300 of the restricted shares issued to directors during the years ended December 31,
2006, 2005 and 2004, respectively.(b)
    
    Shares awarded to directors.  34




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##### Table of Contents



FELCOR LODGING TRUST INCORPORATED
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 19. Employee Benefits
   20. Segment Information
   Revenue
    
    
    Investment in Hotel Assets2006
    
    
    2005
    
    
    2004
    
    
    2006
    
    
    2005
    
    
    2004California
    
    $
    195,056
    
    
    $
    178,688
    
    
    $
    161,594
    
    
    $
    413,899
    
    
    $
    517,250
    
    
    $
    546,762Texas
    
    
    110,384
    
    
    
    98,870
    
    
    
    91,046
    
    
    
    207,921
    
    
    
    363,221
    
    
    
    517,933Florida
    
    
    150,339
    
    
    
    136,882
    
    
    
    123,816
    
    
    
    344,812
    
    
    
    370,863
    
    
    
    373,468Georgia
    
    
    58,745
    
    
    
    54,993
    
    
    
    50,138
    
    
    
    122,227
    
    
    
    208,665
    
    
    
    272,010Other states
    
    
    447,081
    
    
    
    418,445
    
    
    
    391,238
    
    
    
    905,352
    
    
    
    1,072,222
    
    
    
    1,197,952Canada
    
    
    29,433
    
    
    
    26,777
    
    
    
    24,780
    
    
    
    50,074
    
    
    
    52,158
    
    
    
    47,641Total
    
    $
    991,038
    
    
    $
    914,655
    
    
    $
    842,612
    
    
    $
    2,044,285
    
    
    $
    2,584,379
    
    
    $
    2,955,766
 21. Recently Issued Statements of Financial Accounting Standards
 Accounting for Uncertainty in
Income Taxes, an Interpretation of FASB Statement No. 109 Accounting for Income Taxes Accounting for Contingencies
 Fair Value Measurements
 35




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##### Table of Contents



FELCOR LODGING TRUST INCORPORATED
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 21. Recently Issued Statements of Financial Accounting Standards  (continued)
  22. Quarterly Operating Results (unaudited)
  First
    
    
    Second
    
    
    Third
    
    
    Fourth2006
    
    Quarter
    
    
    Quarter
    
    
    Quarter
    
    
    QuarterTotal revenues
    
    $
    251,407
    
    
    $
    259,265
    
    
    $
    247,464
    
    
    $
    232,902Net income (loss) from continuing operations
    
    $
    6,859
    
    
    $
    12,478
    
    
    $
    4,272
    
    
    $
    (15,044
    )Discontinued operations
    
    $
    2,993
    
    
    $
    (2,333
    )
    
    $
    15,790
    
    
    $
    26,030Net income
    
    $
    9,852
    
    
    $
    10,145
    
    
    $
    20,062
    
    
    $
    10,986Net income (loss) applicable to common stockholders
    
    $
    174
    
    
    $
    467
    
    
    $
    10,396
    
    
    $
    1,295Comprehensive income
    
    $
    9,560
    
    
    $
    12,305
    
    
    $
    19,266
    
    
    $
    6,151Basic and diluted per common share data:Net income (loss) from continuing operations
    
    $
    (0.05
    )
    
    $
    0.05
    
    
    $
    (0.10
    )
    
    $
    (0.40
    )Discontinued operations
    
    $
    0.05
    
    
    $
    (0.04
    )
    
    $
    0.27
    
    
    $
    0.42Net income
    
    $
    
    
    
    $
    0.01
    
    
    $
    0.17
    
    
    $
    0.02Basic weighted average common shares outstanding
    
    
    59,660
    
    
    
    60,355
    
    
    
    61,148
    
    
    
    61,268Diluted weighted average common shares outstanding
    
    
    59,660
    
    
    
    60,626
    
    
    
    61,148
    
    
    
    61,268
 First
    
    
    Second
    
    
    Third
    
    
    Fourth2005
    
    Quarter
    
    
    Quarter
    
    
    Quarter
    
    
    QuarterTotal revenues
    
    $
    216,900
    
    
    $
    240,777
    
    
    $
    234,323
    
    
    $
    222,655Net income (loss) from continuing operations
    
    $
    (4,284
    )
    
    $
    6,208
    
    
    $
    (797
    )
    
    $
    (18,043
    )Discontinued operations
    
    $
    (3,730
    )
    
    $
    4,143
    
    
    $
    12,055
    
    
    $
    (247,167
    )Net income (loss)(a)
    
    $
    (8,014
    )
    
    $
    10,351
    
    
    $
    11,258
    
    
    $
    (265,210
    )Net loss applicable to common stockholders
    
    $
    (18,105
    )
    
    $
    (4,656
    )
    
    $
    105
    
    
    $
    (274,889
    )Comprehensive income (loss)
    
    $
    (6,631
    )
    
    $
    8,722
    
    
    $
    15,169
    
    
    $
    (265,053
    )Basic and diluted per common share data:Net loss from continuing operations
    
    $
    (0.24
    )
    
    $
    (0.15
    )
    
    $
    (0.20
    )
    
    $
    (0.47
    )Discontinued operations
    
    $
    (0.06
    )
    
    $
    0.07
    
    
    $
    0.20
    
    
    $
    (4.15
    )Net loss
    
    $
    (0.30
    )
    
    $
    (0.08
    )
    
    $
    
    
    
    $
    (4.62
    )Basic weighted average common shares outstanding
    
    
    59,416
    
    
    
    59,404
    
    
    
    59,442
    
    
    
    59,453Diluted weighted average common shares outstanding
    
    
    59,416
    
    
    
    59,404
    
    
    
    59,442
    
    
    
    59,453
 
 (a)
    
    The fourth quarter net loss in 2005 includes an impairment charge of
$263 million.  36




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##### Table of Contents



FELCOR LODGING TRUST INCORPORATED
 
 Schedule III  Real Estate and Accumulated Depreciation
 as of December 31, 2006
 (in thousands)
 Cost Capitalized
    
    Gross Amounts at WhichInitial Cost
    
    Subsequent to Acquisition
    
    Carried at Close of Period
    
    
    
    
    
    Accumulated
    
    
    
    
    
    
    
    
    
    Life UponBuildings
    
    
    
    
    
    Buildings
    
    
    
    
    
    Buildings
    
    
    
    
    
    Depreciation
    
    
    
    
    
    
    
    
    
    Whichand
    
    
    
    
    
    and
    
    
    
    
    
    and
    
    
    
    
    
    Buildings &
    
    Year
    
    Date
    
    DepreciationLocation
    
    Encumbrances
    
    Land
    
    Improvements
    
    Land
    
    Improvements
    
    Land
    
    Improvements
    
    Total
    
    Improvements
    
    Opened
    
    Acquired
    
    is ComputedBirmingham, AL (1)
    
    $
    15,657
    
    
    $
    2,843
    
    
    $
    29,286
    
    
    $
    0
    
    
    $
    1,210
    
    
    $
    2,843
    
    
    $
    30,496
    
    
    $
    33,339
    
    
    $
    8,176
    
    
    
    1987
    
    
    
    1/3/1996
    
    
    15 - 40 YrsPhoenix  Biltmore, AZ (1)
    
    
    19,517
    
    
    
    0
    
    
    
    38,998
    
    
    
    4,694
    
    
    
    1,973
    
    
    
    4,694
    
    
    
    40,971
    
    
    
    45,665
    
    
    
    10,964
    
    
    
    1985
    
    
    
    1/3/1996
    
    
    15 - 40 YrsPhoenix Crescent Hotel, AZ (3)
    
    
    22,825
    
    
    
    3,608
    
    
    
    29,583
    
    
    
    0
    
    
    
    1,490
    
    
    
    3,608
    
    
    
    31,073
    
    
    
    34,681
    
    
    
    7,274
    
    
    
    1986
    
    
    
    6/30/1997
    
    
    15 - 40 YrsPhoenix Tempe, AZ (1)
    
    
    22,944
    
    
    
    3,951
    
    
    
    34,371
    
    
    
    0
    
    
    
    1,048
    
    
    
    3,951
    
    
    
    35,419
    
    
    
    39,370
    
    
    
    7,657
    
    
    
    1986
    
    
    
    5/4/1998
    
    
    15 - 40 YrsDana Point  Doheny Beach, CA (4)
    
    
    0
    
    
    
    1,787
    
    
    
    15,545
    
    
    
    0
    
    
    
    2,019
    
    
    
    1,787
    
    
    
    17,564
    
    
    
    19,351
    
    
    
    4,150
    
    
    
    1992
    
    
    
    2/21/1997
    
    
    15 - 40 YrsLos Angeles  Anaheim (Located near Disneyland
Park), CA (1)
    
    
    23,595
    
    
    
    2,548
    
    
    
    14,832
    
    
    
    0
    
    
    
    1,308
    
    
    
    2,548
    
    
    
    16,140
    
    
    
    18,688
    
    
    
    4,297
    
    
    
    1987
    
    
    
    1/3/1996
    
    
    15 - 40 YrsLos Angeles International Airport  South, CA (1)
    
    
    0
    
    
    
    2,660
    
    
    
    17,997
    
    
    
    0
    
    
    
    1,307
    
    
    
    2,660
    
    
    
    19,304
    
    
    
    21,964
    
    
    
    5,702
    
    
    
    1985
    
    
    
    3/27/1996
    
    
    15 - 40 YrsMilpitas  Silicon Valley, CA (1)
    
    
    26,965
    
    
    
    4,021
    
    
    
    23,677
    
    
    
    0
    
    
    
    2,063
    
    
    
    4,021
    
    
    
    25,740
    
    
    
    29,761
    
    
    
    6,847
    
    
    
    1987
    
    
    
    1/3/1996
    
    
    15 - 40 YrsNapa Valley, CA (1)
    
    
    14,166
    
    
    
    3,287
    
    
    
    14,205
    
    
    
    0
    
    
    
    1,726
    
    
    
    3,287
    
    
    
    15,931
    
    
    
    19,218
    
    
    
    4,103
    
    
    
    1985
    
    
    
    5/8/1996
    
    
    15 - 40 YrsOxnard  Mandalay Beach Resort & Conference
Center, CA (1)
    
    
    0
    
    
    
    2,930
    
    
    
    22,125
    
    
    
    1
    
    
    
    3,921
    
    
    
    2,931
    
    
    
    26,046
    
    
    
    28,977
    
    
    
    6,500
    
    
    
    1986
    
    
    
    5/8/1996
    
    
    15 - 40 YrsSan Diego  On the Bay, CA (2)
    
    
    0
    
    
    
    0
    
    
    
    68,229
    
    
    
    0
    
    
    
    4,688
    
    
    
    0
    
    
    
    72,917
    
    
    
    72,917
    
    
    
    17,060
    
    
    
    1965
    
    
    
    7/28/1998
    
    
    15 - 40 YrsSan Francisco  Airport  Burlingame, CA (1)
    
    
    0
    
    
    
    0
    
    
    
    39,929
    
    
    
    0
    
    
    
    967
    
    
    
    0
    
    
    
    40,896
    
    
    
    40,896
    
    
    
    11,111
    
    
    
    1986
    
    
    
    11/6/1995
    
    
    15 - 40 YrsSan Francisco  Airport  South San Francisco, CA
(1)
    
    
    23,943
    
    
    
    3,418
    
    
    
    31,737
    
    
    
    0
    
    
    
    2,156
    
    
    
    3,418
    
    
    
    33,893
    
    
    
    37,311
    
    
    
    8,995
    
    
    
    1988
    
    
    
    1/3/1996
    
    
    15 - 40 YrsSan Francisco  Fishermans Wharf, CA (2)
    
    
    0
    
    
    
    0
    
    
    
    61,883
    
    
    
    0
    
    
    
    1,847
    
    
    
    0
    
    
    
    63,730
    
    
    
    63,730
    
    
    
    20,292
    
    
    
    1970
    
    
    
    7/28/1998
    
    
    15 - 40 YrsSan Francisco  Union Square, CA (5)
    
    
    0
    
    
    
    8,466
    
    
    
    73,684
    
    
    
    (434
    )
    
    
    4,282
    
    
    
    8,032
    
    
    
    77,966
    
    
    
    85,998
    
    
    
    16,344
    
    
    
    1970
    
    
    
    7/28/1998
    
    
    15 - 40 YrsSanta Barbara, CA (2)
    
    
    0
    
    
    
    1,683
    
    
    
    14,647
    
    
    
    4
    
    
    
    791
    
    
    
    1,687
    
    
    
    15,438
    
    
    
    17,125
    
    
    
    3,157
    
    
    
    1969
    
    
    
    7/28/1998
    
    
    15 - 40 YrsSanta Monica, CA (2)
    
    
    0
    
    
    
    10,200
    
    
    
    16,580
    
    
    
    0
    
    
    
    376
    
    
    
    10,200
    
    
    
    16,956
    
    
    
    27,156
    
    
    
    1,199
    
    
    
    1967
    
    
    
    3/11/2004
    
    
    15 - 40 YrsToronto  Airport, Canada (7)
    
    
    0
    
    
    
    0
    
    
    
    21,041
    
    
    
    0
    
    
    
    11,140
    
    
    
    0
    
    
    
    32,181
    
    
    
    32,181
    
    
    
    7,496
    
    
    
    1970
    
    
    
    7/28/1998
    
    
    15 - 40 YrsToronto  Yorkdale, Canada (2)
    
    
    0
    
    
    
    1,566
    
    
    
    13,633
    
    
    
    477
    
    
    
    9,933
    
    
    
    2,043
    
    
    
    23,566
    
    
    
    25,609
    
    
    
    6,004
    
    
    
    1970
    
    
    
    7/28/1998
    
    
    15 - 40 YrsWilmington, DE (6)
    
    
    10,047
    
    
    
    1,379
    
    
    
    12,487
    
    
    
    0
    
    
    
    10,061
    
    
    
    1,379
    
    
    
    22,548
    
    
    
    23,927
    
    
    
    4,825
    
    
    
    1972
    
    
    
    3/20/1998
    
    
    15 - 40 YrsBoca Raton, FL (1)
    
    
    5,024
    
    
    
    1,868
    
    
    
    16,253
    
    
    
    0
    
    
    
    896
    
    
    
    1,868
    
    
    
    17,149
    
    
    
    19,017
    
    
    
    4,538
    
    
    
    1989
    
    
    
    2/28/1996
    
    
    15 - 40 YrsCocoa Beach  Oceanfront, FL (2)
    
    
    0
    
    
    
    2,285
    
    
    
    19,892
    
    
    
    7
    
    
    
    13,216
    
    
    
    2,292
    
    
    
    33,108
    
    
    
    35,400
    
    
    
    8,259
    
    
    
    1960
    
    
    
    7/28/1998
    
    
    15 - 40 YrsDeerfield Beach, FL (1)
    
    
    28,420
    
    
    
    4,523
    
    
    
    29,443
    
    
    
    68
    
    
    
    1,479
    
    
    
    4,591
    
    
    
    30,922
    
    
    
    35,513
    
    
    
    8,359
    
    
    
    1987
    
    
    
    1/3/1996
    
    
    15 - 40 YrsFt. Lauderdale  17th Street, FL (1)
    
    
    20,752
    
    
    
    5,329
    
    
    
    47,850
    
    
    
    (163
    )
    
    
    1,919
    
    
    
    5,166
    
    
    
    49,769
    
    
    
    54,935
    
    
    
    13,645
    
    
    
    1986
    
    
    
    1/3/1996
    
    
    15 - 40 YrsFt. Lauderdale (Cypress Creek), FL (8)
    
    
    10,990
    
    
    
    3,009
    
    
    
    26,177
    
    
    
    0
    
    
    
    968
    
    
    
    3,009
    
    
    
    27,145
    
    
    
    30,154
    
    
    
    5,985
    
    
    
    1986
    
    
    
    5/4/1998
    
    
    15 - 40 YrsJacksonville  Baymeadows, FL (1)
    
    
    23,590
    
    
    
    1,130
    
    
    
    9,608
    
    
    
    0
    
    
    
    6,528
    
    
    
    1,130
    
    
    
    16,136
    
    
    
    17,266
    
    
    
    4,390
    
    
    
    1986
    
    
    
    7/28/1994
    
    
    15 - 40 YrsMiami International Airport, FL (1)
    
    
    16,775
    
    
    
    4,135
    
    
    
    24,950
    
    
    
    0
    
    
    
    1,620
    
    
    
    4,135
    
    
    
    26,570
    
    
    
    30,705
    
    
    
    7,099
    
    
    
    1983
    
    
    
    7/28/1998
    
    
    15 - 40 YrsOrlando  International Airport, FL (7)
    
    
    8,949
    
    
    
    2,549
    
    
    
    22,188
    
    
    
    6
    
    
    
    2,081
    
    
    
    2,555
    
    
    
    24,269
    
    
    
    26,824
    
    
    
    5,337
    
    
    
    1984
    
    
    
    7/28/1998
    
    
    15 - 40 YrsOrlando  International Drive  Resort, FL (2)
    
    
    0
    
    
    
    5,108
    
    
    
    44,460
    
    
    
    13
    
    
    
    9,629
    
    
    
    5,121
    
    
    
    54,089
    
    
    
    59,210
    
    
    
    12,147
    
    
    
    1972
    
    
    
    7/28/1998
    
    
    15 - 40 YrsOrlando International Drive/Convention Center,
FL (1)
    
    
    23,319
    
    
    
    1,632
    
    
    
    13,870
    
    
    
    0
    
    
    
    1,864
    
    
    
    1,632
    
    
    
    15,734
    
    
    
    17,366
    
    
    
    4,743
    
    
    
    1985
    
    
    
    7/28/1994
    
    
    15 - 40 YrsOrlando (North), FL (1)
    
    
    0
    
    
    
    1,673
    
    
    
    14,218
    
    
    
    6
    
    
    
    7,202
    
    
    
    1,679
    
    
    
    21,420
    
    
    
    23,099
    
    
    
    6,185
    
    
    
    1985
    
    
    
    7/28/1994
    
    
    15 - 40 YrsOrlando- Walt Disney WorldResort, FL (4)
    
    
    0
    
    
    
    0
    
    
    
    28,092
    
    
    
    0
    
    
    
    665
    
    
    
    0
    
    
    
    28,757
    
    
    
    28,757
    
    
    
    6,313
    
    
    
    1987
    
    
    
    7/28/1997
    
    
    15 - 40 YrsTampa  On Tampa Bay, FL (4)
    
    
    12,950
    
    
    
    2,142
    
    
    
    18,639
    
    
    
    1
    
    
    
    2,132
    
    
    
    2,143
    
    
    
    20,771
    
    
    
    22,914
    
    
    
    4,917
    
    
    
    1986
    
    
    
    7/28/1997
    
    
    15 - 40 YrsAtlanta   Airport, GA (1)
    
    
    12,331
    
    
    
    0
    
    
    
    22,342
    
    
    
    2,568
    
    
    
    1,854
    
    
    
    2,568
    
    
    
    24,196
    
    
    
    26,764
    
    
    
    5,047
    
    
    
    1989
    
    
    
    5/4/1998
    
    
    15 - 40 Yrs
 37




---



##### Table of Contents



FELCOR LODGING TRUST INCORPORATED
Schedule III  Real Estate and Accumulated Depreciation
as of December 31, 2006
(in thousands)
 Cost Capitalized
    
    Gross Amounts at WhichInitial Cost
    
    Subsequent to Acquisition
    
    Carried at Close of Period
    
    
    
    
    
    Accumulated
    
    
    
    
    
    
    
    
    
    Life UponBuildings
    
    
    
    
    
    Buildings
    
    
    
    
    
    Buildings
    
    
    
    
    
    Depreciation
    
    
    
    
    
    
    
    
    
    Whichand
    
    
    
    
    
    and
    
    
    
    
    
    and
    
    
    
    
    
    Buildings &
    
    Year
    
    Date
    
    DepreciationLocation
    
    Encumbrances
    
    Land
    
    Improvements
    
    Land
    
    Improvements
    
    Land
    
    Improvements
    
    Total
    
    Improvements
    
    Opened
    
    Acquired
    
    is ComputedAtlanta  Buckhead, GA (1)
    
    
    34,864
    
    
    
    7,303
    
    
    
    38,996
    
    
    
    (300
    )
    
    
    1,907
    
    
    
    7,003
    
    
    
    40,903
    
    
    
    47,906
    
    
    
    10,236
    
    
    
    1988
    
    
    
    10/17/1996
    
    
    15 - 40 YrsAtlanta  Galleria, GA (8)
    
    
    15,217
    
    
    
    5,052
    
    
    
    28,507
    
    
    
    0
    
    
    
    1,505
    
    
    
    5,052
    
    
    
    30,012
    
    
    
    35,064
    
    
    
    7,045
    
    
    
    1990
    
    
    
    6/30/1997
    
    
    15 - 40 YrsAtlanta  Gateway-Atlanta Airport, GA (3)
    
    
    0
    
    
    
    5,113
    
    
    
    22,857
    
    
    
    1
    
    
    
    266
    
    
    
    5,114
    
    
    
    23,123
    
    
    
    28,237
    
    
    
    5,491
    
    
    
    1986
    
    
    
    6/30/1997
    
    
    15 - 40 YrsChicago  Northshore/Deerfield (Northbrook), IL (1)
    
    
    15,108
    
    
    
    2,305
    
    
    
    20,054
    
    
    
    0
    
    
    
    967
    
    
    
    2,305
    
    
    
    21,021
    
    
    
    23,326
    
    
    
    5,418
    
    
    
    1987
    
    
    
    6/20/1996
    
    
    15 - 40 YrsChicago OHare Airport, IL (3)
    
    
    21,134
    
    
    
    8,178
    
    
    
    37,043
    
    
    
    0
    
    
    
    2,297
    
    
    
    8,178
    
    
    
    39,340
    
    
    
    47,518
    
    
    
    9,137
    
    
    
    1994
    
    
    
    6/30/1997
    
    
    15 - 40 YrsIndianapolis North, IN (1)
    
    
    12,861
    
    
    
    0
    
    
    
    0
    
    
    
    5,125
    
    
    
    14,124
    
    
    
    5,125
    
    
    
    14,124
    
    
    
    19,249
    
    
    
    6,990
    
    
    
    1986
    
    
    
    8/1/1996
    
    
    15 - 40 YrsLexington  Lexington Green, KY (9)
    
    
    17,721
    
    
    
    1,955
    
    
    
    13,604
    
    
    
    0
    
    
    
    431
    
    
    
    1,955
    
    
    
    14,035
    
    
    
    15,990
    
    
    
    3,756
    
    
    
    1987
    
    
    
    1/10/1996
    
    
    15 - 40 YrsBaton Rouge, LA (1)
    
    
    10,065
    
    
    
    2,350
    
    
    
    19,092
    
    
    
    0
    
    
    
    1,202
    
    
    
    2,350
    
    
    
    20,294
    
    
    
    22,644
    
    
    
    5,449
    
    
    
    1985
    
    
    
    1/3/1996
    
    
    15 - 40 YrsNew Orleans, LA (1)
    
    
    29,760
    
    
    
    3,647
    
    
    
    31,993
    
    
    
    0
    
    
    
    7,283
    
    
    
    3,647
    
    
    
    39,276
    
    
    
    42,923
    
    
    
    12,295
    
    
    
    1984
    
    
    
    12/1/1994
    
    
    15 - 40 YrsNew Orleans  French Quarter, LA (2)
    
    
    0
    
    
    
    0
    
    
    
    50,732
    
    
    
    14
    
    
    
    8,526
    
    
    
    14
    
    
    
    59,258
    
    
    
    59,272
    
    
    
    12,173
    
    
    
    1969
    
    
    
    7/28/1998
    
    
    15 - 40 YrsBoston  Government Center, MA (7)
    
    
    0
    
    
    
    0
    
    
    
    45,192
    
    
    
    0
    
    
    
    6,166
    
    
    
    0
    
    
    
    51,358
    
    
    
    51,358
    
    
    
    12,929
    
    
    
    1968
    
    
    
    7/28/1998
    
    
    15 - 40 YrsBoston  Marlborough, MA (1)
    
    
    18,685
    
    
    
    948
    
    
    
    8,143
    
    
    
    761
    
    
    
    13,440
    
    
    
    1,709
    
    
    
    21,583
    
    
    
    23,292
    
    
    
    5,414
    
    
    
    1988
    
    
    
    6/30/1995
    
    
    15 - 40 YrsBaltimore  BWI Airport, MD (1)
    
    
    22,031
    
    
    
    2,568
    
    
    
    22,433
    
    
    
    0
    
    
    
    1,842
    
    
    
    2,568
    
    
    
    24,275
    
    
    
    26,843
    
    
    
    5,933
    
    
    
    1987
    
    
    
    3/20/1997
    
    
    15 - 40 YrsMinneapolis  Airport, MN (1)
    
    
    19,882
    
    
    
    5,417
    
    
    
    36,508
    
    
    
    24
    
    
    
    1,652
    
    
    
    5,441
    
    
    
    38,160
    
    
    
    43,601
    
    
    
    10,122
    
    
    
    1986
    
    
    
    11/6/1995
    
    
    15 - 40 YrsMinneapolis  Bloomington, MN (1)
    
    
    18,350
    
    
    
    2,038
    
    
    
    17,731
    
    
    
    0
    
    
    
    982
    
    
    
    2,038
    
    
    
    18,713
    
    
    
    20,751
    
    
    
    4,545
    
    
    
    1980
    
    
    
    2/1/1997
    
    
    15 - 40 YrsSt Paul- Downtown, MN (1)
    
    
    4,452
    
    
    
    1,156
    
    
    
    17,315
    
    
    
    0
    
    
    
    934
    
    
    
    1,156
    
    
    
    18,249
    
    
    
    19,405
    
    
    
    4,802
    
    
    
    1983
    
    
    
    11/15/1995
    
    
    15 - 40 YrsCharlotte SouthPark, NC (4)
    
    
    0
    
    
    
    1,458
    
    
    
    12,681
    
    
    
    0
    
    
    
    2,264
    
    
    
    1,458
    
    
    
    14,945
    
    
    
    16,403
    
    
    
    1,806
    
    
    
    N/A
    
    
    
    7/12/2002
    
    
    15 - 40 YrsRaleigh, NC (4)
    
    
    17,290
    
    
    
    2,124
    
    
    
    18,476
    
    
    
    0
    
    
    
    1,410
    
    
    
    2,124
    
    
    
    19,886
    
    
    
    22,010
    
    
    
    4,612
    
    
    
    1987
    
    
    
    7/28/1997
    
    
    15 - 40 YrsPiscataway-Somerset, NJ (1)
    
    
    18,893
    
    
    
    1,755
    
    
    
    17,563
    
    
    
    0
    
    
    
    1,590
    
    
    
    1,755
    
    
    
    19,153
    
    
    
    20,908
    
    
    
    5,061
    
    
    
    1988
    
    
    
    1/10/1996
    
    
    15 - 40 YrsPhiladelphia Historic District, PA (2)
    
    
    0
    
    
    
    3,164
    
    
    
    27,535
    
    
    
    7
    
    
    
    6,978
    
    
    
    3,171
    
    
    
    34,513
    
    
    
    37,684
    
    
    
    8,120
    
    
    
    1972
    
    
    
    7/28/1998
    
    
    15 - 40 YrsPhiladelphia Society Hill, PA (3)
    
    
    28,742
    
    
    
    4,542
    
    
    
    45,121
    
    
    
    0
    
    
    
    2,568
    
    
    
    4,542
    
    
    
    47,689
    
    
    
    52,231
    
    
    
    11,008
    
    
    
    1986
    
    
    
    10/1/1997
    
    
    15 - 40 YrsPittsburgh at University Center (Oakland), PA (7)
    
    
    15,500
    
    
    
    0
    
    
    
    25,031
    
    
    
    0
    
    
    
    2,504
    
    
    
    0
    
    
    
    27,535
    
    
    
    27,535
    
    
    
    5,934
    
    
    
    1988
    
    
    
    11/1/1998
    
    
    15 - 40 YrsCharleston -Mills House (Historic Downtown), SC (2)
    
    
    25,538
    
    
    
    3,251
    
    
    
    28,295
    
    
    
    7
    
    
    
    2,145
    
    
    
    3,258
    
    
    
    30,440
    
    
    
    33,698
    
    
    
    5,992
    
    
    
    1982
    
    
    
    7/28/1998
    
    
    15 - 40 YrsMyrtle Beach  At Kingston Plantation, SC (1)
    
    
    0
    
    
    
    2,940
    
    
    
    24,988
    
    
    
    0
    
    
    
    2,479
    
    
    
    2,940
    
    
    
    27,467
    
    
    
    30,407
    
    
    
    6,719
    
    
    
    1987
    
    
    
    12/5/1996
    
    
    15 - 40 YrsMyrtle Beach Resort (12)
    
    
    0
    
    
    
    9,000
    
    
    
    17,689
    
    
    
    5
    
    
    
    6,223
    
    
    
    9,005
    
    
    
    23,912
    
    
    
    32,917
    
    
    
    5,846
    
    
    
    1974
    
    
    
    7/23/2002
    
    
    15 - 40 YrsNashville- Airport/Opryland Area, TN (1)
    
    
    0
    
    
    
    1,118
    
    
    
    9,506
    
    
    
    0
    
    
    
    774
    
    
    
    1,118
    
    
    
    10,280
    
    
    
    11,398
    
    
    
    3,747
    
    
    
    1985
    
    
    
    7/28/1994
    
    
    15 - 40 YrsNashville  Opryland/Airport (Briley Parkway),
TN (7)
    
    
    0
    
    
    
    0
    
    
    
    27,734
    
    
    
    0
    
    
    
    2,945
    
    
    
    0
    
    
    
    30,679
    
    
    
    30,679
    
    
    
    7,591
    
    
    
    1981
    
    
    
    7/28/1998
    
    
    15 - 40 YrsAustin, TX (4)
    
    
    8,783
    
    
    
    2,508
    
    
    
    21,908
    
    
    
    0
    
    
    
    2,486
    
    
    
    2,508
    
    
    
    24,394
    
    
    
    26,902
    
    
    
    5,877
    
    
    
    1987
    
    
    
    3/20/1997
    
    
    15 - 40 YrsCorpus Christi, TX (1)
    
    
    4,866
    
    
    
    1,113
    
    
    
    9,618
    
    
    
    51
    
    
    
    3,336
    
    
    
    1,164
    
    
    
    12,954
    
    
    
    14,118
    
    
    
    3,266
    
    
    
    1984
    
    
    
    7/19/1995
    
    
    15 - 40 YrsDallas  DFW International Airport South, TX (1)
    
    
    19,302
    
    
    
    0
    
    
    
    35,156
    
    
    
    4,041
    
    
    
    843
    
    
    
    4,041
    
    
    
    35,999
    
    
    
    40,040
    
    
    
    7,721
    
    
    
    1985
    
    
    
    7/28/1998
    
    
    15 - 40 YrsDallas  Love Field, TX (1)
    
    
    16,500
    
    
    
    1,934
    
    
    
    16,674
    
    
    
    0
    
    
    
    1,647
    
    
    
    1,934
    
    
    
    18,321
    
    
    
    20,255
    
    
    
    5,029
    
    
    
    1986
    
    
    
    3/29/1995
    
    
    15 - 40 YrsDallas  Market Center, TX (1)
    
    
    0
    
    
    
    2,560
    
    
    
    23,751
    
    
    
    0
    
    
    
    744
    
    
    
    2,560
    
    
    
    24,495
    
    
    
    27,055
    
    
    
    5,801
    
    
    
    1980
    
    
    
    6/30/1997
    
    
    15 - 40 YrsDallas  Park Central, TX (11)
    
    
    0
    
    
    
    4,513
    
    
    
    43,125
    
    
    
    762
    
    
    
    5,282
    
    
    
    5,275
    
    
    
    48,407
    
    
    
    53,682
    
    
    
    9,821
    
    
    
    1983
    
    
    
    6/30/1997
    
    
    15 - 40 Yrs
 38




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##### Table of Contents



FELCOR LODGING TRUST INCORPORATED
Schedule III  Real Estate and Accumulated Depreciation  (continued)
as of December 31, 2006
(in thousands)
 Cost Capitalized
    
    
    Gross Amounts at WhichInitial Cost
    
    
    Subsequent to Acquisition
    
    
    Carried at Close of Period
    
    
    
    
    
    
    Accumulated
    
    
    
    
    
    
    
    
    
    
    Life UponBuildings
    
    
    
    
    
    
    Buildings
    
    
    Depreciation
    
    
    Buildings
    
    
    
    
    
    
    Depreciation
    
    
    
    
    
    
    
    
    
    
    Whichand
    
    
    
    
    
    
    and
    
    
    
    
    
    
    and
    
    
    
    
    
    
    Buildings &
    
    
    Year
    
    
    Date
    
    
    DepreciationLocation
    
    Encumbrances
    
    
    Land
    
    
    Improvements
    
    
    Land
    
    
    Improvements
    
    
    Land
    
    
    Improvements
    
    
    Total
    
    
    Improvements
    
    
    Opened
    
    
    Acquired
    
    
    is ComputedHouston  Medical Center, TX (10)
    
    
    0
    
    
    
    0
    
    
    
    22,027
    
    
    
    5
    
    
    
    2,491
    
    
    
    5
    
    
    
    24,518
    
    
    
    24,523
    
    
    
    4,980
    
    
    
    1984
    
    
    
    7/28/1998
    
    
    15 - 40 YrsSan Antonio  International Airport, TX (7)
    
    
    23,800
    
    
    
    3,351
    
    
    
    29,168
    
    
    
    (185
    )
    
    
    2,740
    
    
    
    3,166
    
    
    
    31,908
    
    
    
    35,074
    
    
    
    6,950
    
    
    
    1981
    
    
    
    7/28/1998
    
    
    15 - 40 YrsBurlington Hotel & Conference Center, VT (3)
    
    
    17,753
    
    
    
    3,136
    
    
    
    27,283
    
    
    
    (2
    )
    
    
    1,251
    
    
    
    3,134
    
    
    
    28,534
    
    
    
    31,668
    
    
    
    6,412
    
    
    
    1967
    
    
    
    12/4/1997
    
    
    15 - 40 Yrs$
    779,856
    
    
    $
    186,227
    
    
    $
    1,825,980
    
    
    $
    17,564
    
    
    $
    232,583
    
    
    $
    203,791
    
    
    $
    2,058,563
    
    
    $
    2,262,354
    
    
    $
    503,145
 
 (1)
    
    Embassy Suites(2)
    
    Holiday Inn(3)
    
    Sheraton(4)
    
    Doubletree Guest
Suites(5)
    
    Crowne Plaza(6)
    
    Doubletree(7)
    
    Holiday Inn Select(8)
    
    Sheraton Suites(9)
    
    Hilton Suites(10)
    
    Holiday Inn Hotel &
Suites(11)
    
    Westin(12)
    
    Hilton Year Ended December 31,2006
    
    
    2005Reconciliation of Land and Buildings and ImprovementsBalance at beginning of period
    
    $
    3,331,708
    
    
    $
    3,513,950Additions during period:Acquisitions
    
    
    
    
    
    
    18,949Improvements
    
    
    18,434
    
    
    
    21,735Deductions during period:Sale of properties
    
    
    (812,222
    )
    
    
    (140,071
    )Hotels held for sale
    
    
    (275,566
    )
    
    
    Foreclosures
    
    
    
    
    
    
    (82,855
    )Balance at end of period before impairment charges
    
    
    2,262,354
    
    
    
    3,331,708Cumulative impairment charges on real estate
assets owned at end of period
    
    
    
    
    
    
    (327,169
    )Balance at end of period
    
    $
    2,262,354
    
    
    $
    3,004,539Reconciliation of Accumulated DepreciationBalance at beginning of period
    
    $
    646,484
    
    
    $
    590,065Additions during period:Depreciation for the period
    
    
    51,318
    
    
    
    79,231Deductions during period:Sale of properties
    
    
    (144,686
    )
    
    
    (22,812
    )Hotels held for sale
    
    
    (49,971
    )
    
    
    Balance at end of period
    
    $
    503,145
    
    
    $
    646,484
 39




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##### Table of Contents



PART IV
 
 Item 15.
    
    Exhibits and Financial Statement Schedules
 (a)
    
    The following is a list of documents filed as a part of this report:
 (1)
    
    Financial Statements.
  (2)
    
    Financial Statement Schedules.
    (b)
    
    Exhibits.
  ExhibitNumber
    
    Description of Exhibit4.1
    
    Articles of Amendment and Restatement dated June 22, 1995, amending and restating the Charter
of FelCor Lodging Trust Incorporated (FelCor), as amended or supplemented by Articles of
Merger dated June 23, 1995, Articles Supplementary dated April 30, 1996, Articles of Amendment
dated August 8, 1996, Articles of Amendment dated June 16, 1997, Articles of Amendment dated
October 30, 1997, Articles Supplementary filed May 6, 1998, Articles of Merger and Articles of
Amendment dated July 27, 1998, Certificate of Correction dated March 11, 1999, Certificate of
Correction to the Articles of Merger between FelCor and Bristol Hotel Company, dated
August 30, 1999, Articles Supplementary, dated April 1, 2002, Certificate of Correction, dated
March 29, 2004, to Articles Supplementary filed May 2, 1996, Articles Supplementary filed
April 2, 2004, Articles Supplementary filed August 20, 2004, Articles Supplementary filed
April 6, 2005, and Articles Supplementary filed August 29, 2005 (filed as Exhibit 4.1 to
FelCors Registration Statement on Form S-3 (Registration No. 333-128862) and incorporated
herein by reference).4.2
    
    Bylaws of FelCor, as amended (filed as Exhibit 4.2 to FelCors Registration Statement on Form
S-3 (Registration File No. 333-128862) and incorporated herein by reference).4.3
    
    Form of Share Certificate for Common Stock (filed as Exhibit 4.1 to FelCors Form 10-Q for
the quarter ended June 30, 1996, and incorporated herein by reference).4.4
    
    Form of Share Certificate for $1.95 Series A Cumulative Convertible Preferred Stock (filed as
Exhibit 4.4 to FelCors Form 8-K, dated May 1, 1996, and incorporated herein by reference).4.5
    
    Form of Share Certificate for 8% Series C Cumulative Redeemable Preferred Stock (filed as
Exhibit 4.10.1 to FelCors Form 8-K, dated April 6, 2005, and filed on April 11, 2005, and
incorporated herein by reference).
 40




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##### Table of Contents



ExhibitNumber
    
    Description of Exhibit4.6
    
    Deposit Agreement, dated April 7, 2005, between FelCor and SunTrust Bank, as preferred share
depositary (filed as Exhibit 4.11.1 to FelCors Current Report on Form 8-K dated April 6,
2005, and filed on April 11, 2005, and incorporated herein by reference).4.6.1
    
    Supplement and Amendment to Deposit Agreement, dated August 30, 2005, between the Company
and SunTrust Bank, as depositary (filed as Exhibit 4.11.2 to FelCors Current Report on
Form 8-K dated April 6, 2005, and filed on April 11, 2005, and incorporated herein by
reference).4.7
    
    Form of Depositary Receipt evidencing the Depositary Shares, which represent the 8% Series C
Cumulative Redeemable Preferred Stock (filed as Exhibit 4.12.1 to FelCors Form 8-K, dated
April 6, 2005, and filed on April 11, 2005, and incorporated herein by reference).4.8
    
    Indenture, dated as of June 4, 2001, by and among FelCor LP, FelCor, the Subsidiary
Guarantors named therein and SunTrust Bank, as Trustee (filed as Exhibit 4.9 to FelCors
Form 8-K dated as of June 4, 2001, and filed June 14, 2001, and incorporated herein by
reference).4.8.1
    
    First Supplemental Indenture, dated as of July 26, 2001, by and among FelCor LP, FelCor, the
Subsidiary Guarantors named therein and SunTrust Bank, as Trustee (filed as Exhibit 4.4.1 to
the Registration Statement on Form S-4 (Registration File No. 333-63092) of FelCor LP and the
other co-registrants named therein and incorporated herein by reference).4.8.2
    
    Second Supplemental Indenture, dated October 1, 2002, by and among FelCor LP, FelCor, the
Subsidiary Guarantors named therein and SunTrust Bank, as Trustee (filed as Exhibit 4.9.2 to
the 2002 Form 10-K and incorporated herein by reference).4.8.3
    
    Third Supplemental Indenture, dated as of January 25, 2006, by and among FelCor LP, FelCor,
the Subsidiary Guarantors named therein, the New Subsidiary Guarantors named therein and
SunTrust Bank, as trustee (filed as Exhibit 4.9.3 to the 2005 Form 10-K and incorporated
herein by reference).4.8.4
    
    Fourth Supplemental Indenture, dated as of December 31, 2006, by and among FelCor LP,
FelCor, the Subsidiary Guarantors named therein, the New Subsidiary Guarantor named therein
and U.S. Bank National Association, as successor to SunTrust Bank, as trustee (filed as
Exhibit 4.8.4 to FelCors Annual Report on Form 10-K for the fiscal year ended December 31,
2006 (the 2006 Form 10-K) and incorporated herein by reference).4.9
    
    Indenture dated October 31, 2006 by and among FelCor LP, FelCor, certain subsidiary
guarantors named therein, FelCor Holdings Trust, as pledgor, and U.S. Bank National
Association, as trustee (filed as Exhibit 4.1 to FelCors Form 8-K dated October 26, 2006, and
filed on November 1, 2006, and incorporated herein by reference).4.9.1
    
    First Supplemental Indenture, dated as of December 31, 2006, by and among FelCor LP, FelCor,
the Subsidiary Guarantors named therein, the New Subsidiary Guarantor named therein and U.S.
Bank National Association, as trustee (filed as Exhibit 4.9.1 to FelCors 2006 Form 10-K and
incorporated herein by reference).10.1
    
    Second Amended and Restated Agreement of Limited Partnership of FelCor LP, dated as of
December 31, 2001 (filed as Exhibit 10.1 to FelCors Annual Report on Form 10-K for the fiscal
year ended December 31, 2001 (the 2001 Form 10-K), and incorporated herein by reference.)10.1.1
    
    First Amendment to Second Amended and Restated Agreement of Limited Partnership of FelCor
LP, dated April 1, 2002 (filed as Exhibit 10.1.1 to FelCors Form 8-K dated April 1, 2002, and
filed on April 4, 2002, and incorporated herein by reference).
 41




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##### Table of Contents



ExhibitNumber
    
    Description of Exhibit10.1.2
    
    Second Amendment to Second Amended and Restated Agreement of Limited Partnership of
FelCor LP, dated August 31, 2002 (filed as Exhibit 10.1.2 to the 2002 Form 10-K and
incorporated herein by reference).10.1.3
    
    Third Amendment to Second Amended and Restated Agreement of Limited Partnership of
FelCor LP, dated October 1, 2002 (filed as Exhibit 10.1.3 to the 2002 Form 10-K and
incorporated herein by reference).10.1.4
    
    Fourth Amendment to Second Amended and Restated Agreement of Limited Partnership of
FelCor LP, dated as of July 1, 2003 (filed as Exhibit 10.1.4 to FelCors Form 10-Q for the
quarter ended March 31, 2004, and incorporated herein by reference).10.1.5
    
    Fifth Amendment to Second Amended and Restated Agreement of Limited Partnership of
FelCor LP, dated as of April 2, 2004 (filed as Exhibit 10.1.5 to FelCors Form 10-Q for the
quarter ended March 31, 2004, and incorporated herein by reference).10.1.6
    
    Sixth Amendment to Second Amended and Restated Agreement of Limited Partnership of FelCor
LP, dated as of August 23, 2004 (filed as Exhibit 10.1.6 to FelCors Form 8-K dated as of, and
filed on, August 26, 2004, and incorporated herein by reference).10.1.7
    
    Seventh Amendment to Second Amended and Restated Agreement of Limited Partnership of FelCor
LP, dated as of April 7, 2005, which contains Addendum No. 4 to the Second Amended and
Restated Agreement of Limited Partnership of FelCor Lodging Limited Partnership (filed as
Exhibit 10.1.8 to FelCors Form 8-K, dated April 6, 2006, and filed on April 11, 2005, and
incorporated herein by reference).10.1.8
    
    Eighth Amendment to Second Amended and Restated Agreement of Limited Partnership of FelCor
LP, dated as of August 30, 2005 (filed as Exhibit 10.1.9 to FelCors Form 8-K, dated August
29, 2005, and filed September 2, 2005, and incorporated herein by reference).10.2.1
    
    Form of Management Agreement between subsidiaries of FelCor, as owner, and a subsidiary of
InterContinental Hotels, as manager, with respect to FelCors InterContinental Hotels branded
hotels (included as an exhibit to the Leasehold Acquisition Agreement, which was filed as
Exhibit 10.28 to FelCors Form 10-Q for the quarter ended March 31, 2001, and incorporated
herein by reference).10.2.2
    
    Omnibus Agreement between FelCor and all its various subsidiaries, controlled entities and
affiliates, and Six Continents Hotels, Inc. and all its various subsidiaries, controlled
entities and affiliates, with respect to FelCors InterContinental Hotels branded hotels
(filed as Exhibit 10.2.2 to the 2005 Form 10-K and incorporated herein by reference).10.3.1
    
    Form of Management Agreement between subsidiaries of FelCor, as owner, and a subsidiary of
Hilton Hotels Corporation, as manager, with respect to FelCors Embassy Suites Hotels branded
hotels, including the form of Embassy Suites Hotels License Agreement attached as an exhibit
thereto, effective prior to July 28, 2004 (filed as Exhibit 10.5 to the 2001 Form 10-K and
incorporated herein by reference).10.3.2
    
    Form of Management Agreement between subsidiaries of FelCor, as owner, and a subsidiary of
Hilton Hotels Corporation, as manager, with respect to FelCors Embassy Suites Hotels branded
hotels, including the form of Embassy Suites Hotels License Agreement attached as an exhibit
thereto, effective July 28, 2004 (filed as Exhibit 10.3.2 to FelCors Form 10-K for the fiscal
year ended December 31, 2004 (the 2004 Form 10-K) and incorporated herein by reference).10.4
    
    Form of Management Agreement between subsidiaries of FelCor, as owner, and a subsidiary of
Hilton Hotels Corporation, as manager, with respect to FelCors Doubletree and Doubletree
Guest Suites branded hotels (filed as Exhibit 10.6 to the 2001 Form 10-K and incorporated
herein by reference).
 42




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##### Table of Contents



ExhibitNumber
    
    Description of Exhibit10.5
    
    Form of Management Agreement between subsidiaries of FelCor, as owner, and a subsidiary of
Starwood Hotels & Resorts, Inc., as manager, with respect to FelCors Sheraton and Westin
branded hotels (filed as Exhibit 10.7 to the 2001 Form 10-K and incorporated herein by
reference).10.6
    
    Executive Employment Agreement, dated effective as of February 1, 2006, between FelCor and
Thomas J. Corcoran, Jr. (filed as Exhibit 10.36 to FelCors Form 8-K, dated February 7, 2006,
and filed on February 13, 2006 and incorporated herein by reference).10.7
    
    Executive Employment Agreement, dated effective as of February 1, 2006, between FelCor and
Richard A. Smith (filed as Exhibit 10.37 to FelCors Form 8-K, dated February 7, 2006, and
filed on February 13, 2006 and incorporated herein by reference).10.8
    
    Form of Amended and Restated Change in Control and Severance Agreement for executive officers
of FelCor (filed as Exhibit 10.8 to FelCors 2006 Form 10-K and incorporated herein by
reference).10.9
    
    Savings and Investment Plan of FelCor (filed as Exhibit 10.10 to the 2001 Form 10-K and
incorporated herein by reference).10.10
    
    1995 Restricted Stock and Stock Option Plan of FelCor (filed as Exhibit 10.9.2 to FelCors
Annual Report on Form 10-K for the fiscal year ended December 31, 1995, and incorporated
herein by reference).10.11
    
    Non-Qualified Deferred Compensation Plan, as amended and restated effective January 1, 2005
(filed as Exhibit 10.11 to FelCors 2006 Form 10-K and incorporated herein by reference).10.12
    
    1998 Restricted Stock and Stock Option Plan (filed as Exhibit 4.2 to FelCors Registration
Statement on Form S-8 (Registration File No. 333-66041) and incorporated herein by reference).10.13
    
    2001 Restricted Stock and Stock Option Plan of FelCor (filed as Exhibit 10.14 to the 2002
Form 10-K and incorporated herein by reference).10.14
    
    Second Amended and Restated 1995 Equity Incentive Plan (filed as Exhibit 99.1 to FelCors
Post-Effective Amendment on Form S-3 to Form S-4 Registration Statement (Registration File
No. 333-50509) and incorporated herein by reference).10.15
    
    Amended and Restated Stock Option Plan for Non-Employee Directors (filed as Exhibit 99.2 to
FelCors Post-Effective Amendment on Form S-3 to Form S-4 Registration Statement (Registration
File No. 333-50509) and incorporated herein by reference).10.16
    
    Form of Nonstatutory Stock Option Contract under Restricted Stock and Stock Option Plans of
FelCor (filed as Exhibit 10.16 to the 2004 Form 10-K and incorporated herein by reference).10.17
    
    Form of Employee Stock Grant Contract under Restricted Stock and Stock Option Plans of
FelCor (filed as Exhibit 10.17 to the 2004 Form 10-K and incorporated herein by reference).10.18
    
    FelCor Lodging Trust Incorporated 2005 Restricted Stock and Stock Option Plan (filed as
Exhibit 4.4 to FelCors Registration Statement on Form S-8 (Registration File No. 333-126228)
and incorporated herein by reference).10.19
    
    Form of Employee Stock Grant Contract under Restricted Stock and Stock Option Plans of
FelCor applicable to grants in 2005 and thereafter (filed as Exhibit 10.33 to FelCors Form
8-K dated April 26, 2005, and filed on May 2, 2005, and incorporated herein by reference).
 43




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##### Table of Contents



ExhibitNumber
    
    Description of Exhibit10.20
    
    Summary of Annual Compensation Program for Directors of FelCor (filed as Exhibit 10.18 to
the 2004 Form 10-K and incorporated herein by reference).10.21
    
    Summary of 2006 Performance Criteria for Annual Incentive Bonus Award Program (filed as
Exhibit 10.38 to FelCors Form 8-K, dated February 17, 2006, and filed on February 22, 2006
and incorporated herein by reference).10.22
    
    Employment Separation, Consulting and Release Agreement between FelCor and June C. McCutchen
dated as of September 7, 2006 (filed as Exhibit 99.1 to FelCors Form 8-K, dated November 13,
2006, and filed on November 17, 2006 and incorporated herein by reference).10.23
    
    Summary of verbal arrangement for retirement benefits for Lawrence D. Robinson (filed as
Exhibit 99.1 to FelCors Form 8-K, dated January 1, 2007, and filed on January 5, 2007 and
incorporated herein by reference).10.24.1
    
    Form of Mortgage, Security Agreement and Fixture Filing by and between FelCor/CSS Holdings,
L.P., as Mortgagor, and The Prudential Insurance Company of America, as Mortgagee (filed as
Exhibit 10.23 to the March 1999 10-Q and incorporated herein by reference).10.24.2
    
    Promissory Note, dated April 1, 1999, in the original principal amount of $100,000,000,
made by FelCor/CSS Holdings, Ltd., payable to the order of The Prudential Insurance Company of
America (filed as Exhibit 10.23.1 to FelCors Form 10-Q for the quarter ended June 30, 1999
(the June 1999 10-Q) and incorporated herein by reference).10.25.1
    
    Form Deed of Trust and Security Agreement and Fixture Filing with Assignment of Leases and
Rents, each dated as of April 20, 2000, from FelCor/MM S-7 Holdings, L.P., as Mortgagor, in
favor of Massachusetts Mutual Life Insurance Company and Teachers Insurance and Annuity
Association of America, as Mortgagee, each covering a separate hotel and securing one of the
separate Promissory Notes described in Exhibit 10.22.3 (filed as Exhibit 10.24 to FelCors
Form 10-Q for the quarter ended June 30, 2000 (the June 2000 10-Q) and incorporated herein
by reference).10.25.2
    
    Form of Accommodation Cross-Collateralization Mortgage and Security Agreement, each dated
as of April 20, 2000, executed by FelCor/MM S-7 Holdings, L.P., in favor of Massachusetts
Mutual Life Insurance Company and Teachers Insurance and Annuity Association of America (filed
as Exhibit 10.24.1 to the June 2000 10-Q and incorporated herein by reference).10.25.3
    
    Form of fourteen separate Promissory Notes, each dated April 20, 2000, each made by
FelCor/MM S-7 Holdings, L.P., each separately payable to the order of Massachusetts Mutual
Life Insurance Company and Teachers Insurance and Annuity Association of America,
respectively, in the respective original principal amounts of $13,500,000 (Phoenix (Crescent),
Arizona), $13,500,000 (Phoenix (Crescent), Arizona), $6,500,000 (Cypress Creek/Ft. Lauderdale,
Florida), $6,500,000 (Cypress Creek/Ft. Lauderdale, Florida), $9,000,000 (Atlanta Galleria,
Georgia), $9,000,000 (Atlanta Galleria, Georgia), $12,500,000 (Chicago OHare Airport,
Illinois), $12,500,000 (Chicago OHare Airport, Illinois), $3,500,000 (Lexington, Kentucky),
$3,500,000 (Lexington, Kentucky), $17,000,000 (Philadelphia Society Hill, Philadelphia),
$17,000,000 (Philadelphia Society Hill, Philadelphia), $10,500,000 (South Burlington, Vermont)
and $10,500,000 (South Burlington, Vermont) (filed as Exhibit 10.24.2 to the June 2000 10-Q
and incorporated herein by reference).10.26.1
    
    Form Deed of Trust and Security Agreement, each dated as of May 2, 2000, from each of
FelCor/CMB Buckhead Hotel, L.L.C., FelCor/CMB Marlborough Hotel, L.L.C., FelCor/CMB Deerfield
Hotel, L.L.C., FelCor/CMB Corpus Holdings, L.P., FelCor/CMB Orsouth Holdings, L.P., FelCor/CMB
New Orleans Hotel, L.L.C., FelCor/CMB Piscataway Hotel, L.L.C., and FelCor/CMB SSF Holdings,
L.P., each as Borrower, in favor of The Chase Manhattan Bank, as
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##### Table of Contents



ExhibitNumber
    
    Description of ExhibitBeneficiary, each covering a separate hotel and securing one of the separate
Promissory Notes described in Exhibit 10.23.2 (filed as Exhibit 10.25 to the June
2000 10-Q and incorporated herein by reference).10.26.2
    
    Form of eight separate Promissory Notes, each dated May 2, 2000, made by FelCor/CMB
Buckhead Hotel, L.L.C., FelCor/CMB Marlborough Hotel, L.L.C., FelCor/CMB Deerfield Hotel,
L.L.C., FelCor/CMB Corpus Holdings, L.P., FelCor/CMB Orsouth Holdings, L.P., FelCor/CMB New
Orleans Hotel, L.L.C., FelCor/CMB Piscataway Hotel, L.L.C. and FelCor/CMB SSF Holdings, L.P.,
each separately payable to the order of The Chase Manhattan Bank in the respective original
principal amounts of $38,250,000 (Atlanta Buckhead, Georgia), $20,500,000 (Boston Marlborough,
Massachusetts), $16,575,000 (Chicago Deerfield, Illinois), $5,338,000 (Corpus Christi, Texas),
$25,583,000 (Orlando South, Florida), $32,650,000 (New Orleans, Louisiana), $20,728,000
(Piscataway, New Jersey) and $26,268,000 (South San Francisco, California) (filed as Exhibit
10.25.1 to the June 2000 10-Q and incorporated herein by reference).10.27.1
    
    Form of Loan Agreement, each dated either May 26, 2004, June 10, 2004 or July 19, 2004,
between JPMorgan Chase Bank, as lender, and each of FelCor/JPM Boca Raton Hotel, L.L.C.,
FelCor/JPM Phoenix Hotel, L.L.C., FelCor/JPM Wilmington Hotel, L.L.C., FelCor/JPM Atlanta ES
Hotel, L.L.C., FelCor/JPM Austin Holdings, L.P., FelCor/JPM Orlando Hotel, L.L.C., and
FelCor/JPM BWI Hotel, L.L.C. and FCH/DT BWI Hotel, L.L.C., as borrowers, and acknowledged and
agreed by FelCor LP (filed as Exhibit 10.34 to FelCors Form 10-Q for the quarter ended June
30, 2004, and incorporated herein by reference).10.27.2
    
    Form of Mortgage, Renewal Mortgage, Deed of Trust, Deed to Secure Debt, Indemnity Deed of
Trust and Assignment of Leases and Rents, Security Agreement and Fixture Filing, each dated
either May 26, 2004, June 10, 2004 or July 19, 2004, from FelCor/JPM Wilmington Hotel, L.L.C.,
DJONT/JPM Wilmington Leasing, L.L.C., FelCor/JPM Phoenix Hotel, L.L.C., DJONT/JPM Phoenix
Leasing, L.L.C., FelCor/JPM Boca Raton Hotel, L.L.C., DJONT/JPM Boca Raton Leasing, L.L.C.,
FelCor/JPM Atlanta ES Hotel, L.L.C., DJONT/JPM Atlanta ES Leasing, L.L.C., FelCor/JPM Austin
Holdings, L.P., DJONT/JPM Austin Leasing, L.P., FelCor/JPM Orlando Hotel, L.L.C., DJONT/JPM
Orlando Leasing, L.L.C., FCH/DT BWI Holdings, L.P., FCH/DT BWI Hotel, L.L.C. and DJONT/JPM BWI
Leasing, L.L.C., to, and for the benefit of, JPMorgan Chase Bank, as mortgagee or beneficiary
(filed as Exhibit 10.34.1 to FelCors Form 10-Q for the quarter ended June 30, 2004, and
incorporated herein by reference).10.27.3
    
    Form of seven separate Promissory Notes, each dated either May 26, 2004, June 10, 2004 or
July 19, 2004, made by FelCor/JPM Wilmington Hotel, L.L.C., FelCor/JPM Phoenix Hotel, L.L.C.,
FelCor/JPM Boca Raton Hotel, L.L.C., FelCor/JPM Atlanta ES Hotel, L.L.C., FelCor/JPM Austin
Holdings, L.P., FelCor/JPM Orlando Hotel, L.L.C., and FelCor/JPM BWI Hotel, L.L.C., each
separately payable to the order of JPMorgan Chase Bank in the respective original principal
amounts of $11,000,000 (Wilmington, Delaware), $21,368,000 (Phoenix, Arizona), $5,500,000
(Boca Raton, Florida), $13,500,000 (Atlanta, Georgia), $9,616,000 (Austin, Texas), $9,798,000
(Orlando, Florida), and $24,120,000 (Linthicum, Maryland) (filed as Exhibit 10.34.2 to
FelCors Form 10-Q for the quarter ended June 30, 2004, and incorporated herein by reference).10.27.4
    
    Form of Guaranty of Recourse Obligations of Borrower, each dated either May 26, 2004,
June 10, 2004 or July 19, 2004, made by FelCor LP in favor of JPMorgan Chase Bank (filed as
Exhibit 10.34.3 to FelCors Form 10-Q for the quarter ended June 30, 2004, and incorporated
herein by reference).10.28.1
    
    Construction Loan Agreement, dated April 27, 2005, among Grande Palms, L.L.C. and Bank of
America, N.A., as Administrative Agent, and the other financial institutions party thereto,
and Bank of America Securities, as Lead Arranger, for a maximum principal loan amount of $69.8
million (filed as Exhibit 10.34.1 of FelCors Form 10-Q for the quarter ended June 30, 2005,
and incorporated herein by reference).
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##### Table of Contents



ExhibitNumber
    
    Description of Exhibit10.28.2
    
    Guaranty Agreement, dated April 27, 2005, by FelCor Lodging Limited Partnership in favor of
Bank of America, N.A. on behalf of the lenders(filed as Exhibit 10.34.2 of FelCors Form 10-Q
for the quarter ended June 30, 2005, and incorporated herein by reference).10.28.3
    
    Form of Promissory Note, each dated April 27, 2005, made by Grande Palms, L.L.C., each
separately payable to the order of Bank of America, N.A. ($25 million), Bank of Montreal ($20
million) and The Bank of Nova Scotia ($24.8 million)(filed as Exhibit 10.34.3 of FelCors Form
10-Q for the quarter ended June 30, 2005, and incorporated herein by reference).10.28.4
    
    Mortgage, Assignment of Rents and Leases, Security Agreement and Fixture Filing, dated
April 27, 2005, made by Grande Palms, L.L.C. for the benefit of Bank of America, N.A., as
Administrative Agent under the Construction Loan Agreement referenced in Exhibit 10.34.1
(filed as Exhibit 10.34.4 of FelCors Form 10-Q for the quarter ended June 30, 2005, and
incorporated herein by reference).10.29.1
    
    Term Credit Agreement, dated as of October 18, 2005, among FelCor TRS Borrower 1, L.P., as
Initial Borrower; FelCor TRS Guarantor, L.P., FelCor LP and the other guarantors named therein
as Guarantors; Citigroup North America, Inc., as Initial Lender, as Administrative Agent, and
as Collateral Agent, and Citigroup Global Markets, Inc., as Sole Lead Arranger and Sole Book
Running Manager, for a maximum principal loan amount of $175 million (filed as Exhibit 10.35
to FelCors Form 10-Q for the quarter ended September 30, 2005, and incorporated herein by
reference).10.29.2
    
    First Amendment to Term Credit Agreement, dated as of December 9, 2005, among FelCor TRS
Borrower 1, L.P. and FelCor TRS Borrower 2, L.P., as borrowers; FelCor TRS Guarantor, L.P.,
FelCor LP, FelCor Lodging Company, L.L.C., FelCor Philadelphia Center, L.L.C., FelCor Marshall
Motels, L.L.C. and Center City Hotel Associates, as guarantors; Citicorp North America, Inc.,
as the initial Lender, the administrative agent for the lenders and the collateral agent for
the secured parties; and Citigroup Global Markets Inc., as sole lead arranger and sole book
running manager (filed as Exhibit 10.33.1 to the 2005 Form 10-K and incorporated herein by
reference).10.29.3
    
    Second Amendment to Term Credit Agreement, dated as of January 9, 2006, among FelCor TRS
Borrower 1, L.P. and FelCor TRS Borrower 2, L.P., as borrowers and certain other borrowers
named therein; FelCor TRS Guarantor, L.P., FelCor LP, FelCor Lodging Company, L.L.C., FelCor
Philadelphia Center, L.L.C., FelCor Marshall Motels, L.L.C. and Center City Hotel Associates,
as guarantors; Citicorp North America, Inc., as the initial Lender, the administrative agent
for the lenders and the collateral agent for the secured parties; and Citigroup Global Markets
Inc., as sole lead arranger and sole book running manager (filed as Exhibit 10.33.2 to the
2005 Form 10-K and incorporated herein by reference).10.30.1
    
    Credit Agreement, dated as of December 12, 2005, by and among FelCor, FelCor LP, the
lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent and J.P. Morgan
Securities, Inc. and Citigroup Global Markets Inc. as joint runners and joint lead arrangers
for an initial aggregate amount of $125,000,000 (filed as Exhibit 10.34.1 to the 2005 Form
10-K and incorporated herein by reference).10.30.1.1
    
    First Amendment to Credit Agreement, dated as of January 12, 2006, by and among FelCor,
FelCor LP, the lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent
and J.P. Morgan Securities, Inc. and Citigroup Global Markets Inc. as joint runners and joint
lead arrangers (filed as Exhibit 10.34.1.1 to the 2005 Form 10-K and incorporated herein by
reference).
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##### Table of Contents



ExhibitNumber
    
    Description of Exhibit10.30.1.2
    
    Second Amendment to Credit Agreement, dated as of January 27, 2006, by and among FelCor,
FelCor LP, the lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent
and J.P. Morgan Securities, Inc. and Citigroup Global Markets Inc. as joint runners and joint
lead arrangers (filed as Exhibit 10.34.1.2 to the 2005 Form 10-K and incorporated herein by
reference).10.30.1.3
    
    Amendment No. 3 to Credit Agreement, dated as of March 31, 2006, by and among FelCor,
FelCor LP, the lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent
(filed as Exhibit 10.34.1.3 to FelCors Form 10-Q for the quarter ended March 31, 2006, and
incorporated herein by reference).10.30.1.4
    
    Amendment No. 4 to Credit Agreement, dated October 26, 2006, by and among FelCor, FelCor
LP, the lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent (filed as
Exhibit 10.3 to FelCors Form 8-K dated October 26, 2006, and filed on November 1, 2006, and
incorporated herein by reference).10.30.2
    
    Subsidiary Guaranty, dated as of January 27, 2006, made by FelCor/CSS Holdings, L.P.,
FelCor Hotel Asset Company, L.L.C., FelCor Pennsylvania Company, L.L.C., FelCor Lodging
Holding Company, L.L.C., FHAC Texas Holdings, L.P., FelCor Canada Co., FelCor Omaha Hotel
Company,  L.L.C., FelCor TRS Holdings, L.P., Myrtle Beach Hotels, L.L.C., FelCor TRS
Borrower I, L.P., FelCor TRS Guarantor, L.P., Center City Hotel Associates, FelCor Lodging
Company, L.L.C., FelCor TRS Borrower 3, L.P. and FelCor TRS Borrower 4, L.L.C. (filed as
Exhibit 10.34.2 to the 2005 Form 10-K and incorporated herein by reference).10.30.3
    
    Joinder Agreement to Subsidiary Guaranty, dated as of December 31, 2006, made by FelCor/St.
Paul Holdings, L.P (filed as Exhibit 10.30.3 to FelCors 2006 Form 10-K and incorporated
herein by reference).10.31
    
    Purchase and Sale Agreement, dated effective as of January 20, 2006, by and between FelCor
and Hospitality Properties Trust (filed as Exhibit 10.35 to the 2005 Form 10-K and
incorporated herein by reference).10.32.1
    
    Pledge Agreement dated October 31, 2006 by FelCor Holdings Trust in favor of JPMorgan Chase
Bank, N.A., as Collateral Agent (filed as Exhibit 10.1 to FelCors Form 8-K dated October 26,
2006, and filed on November 1, 2006, and incorporated herein by reference).10.32.2
    
    Collateral Agency Agreement dated October 31, 2006 by and among FelCor, FelCor LP, JPMorgan
Chase Bank, N.A., as Collateral Agent and/or Administrative Agent, FelCor Holdings Trust and
U.S. Bank National Association, as trustee under several indentures (filed as Exhibit 10.2 to
FelCors Form 8-K dated October 26, 2006, and filed on November 1, 2006, and incorporated
herein by reference).10.33
    
    Registration Rights Agreement dated October 31, 2006 by and among FelCor, FelCor LP, Merrill
Lynch & Co. and Merrill Lynch, Pierce, Fenner & Smith Incorporated (filed as Exhibit 4.4 to
FelCors Form 8-K dated October 26, 2006, and filed on November 1, 2006, and incorporated
herein by reference).10.34
    
    Form of Indemnification Agreement (filed as Exhibit 10.1 to FelCors Form 8-K dated November
9, 2006, and filed on November 13, 2006, and incorporated herein by reference).10.35.1
    
    Loan Agreement, dated as of November 10, 2006, by and among FelCor/JPM Hotels, L.L.C. and
DJONT/JPM Leasing, L.L.C., as borrowers, and Bank of America, N.A., as lender, relating to a
$250 million loan from lender to borrower (filed as Exhibit 10.35.1 to FelCors 2006 Form 10-K
and incorporated herein by reference).10.35.1.1
    
    First Amendment to Loan Agreement and Other Loan Documents, dated as of January 31, 2007,
by and among FelCor/JPM Hotels, L.L.C. and DJONT/JPM Leasing, L.L.C., as
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##### Table of Contents



ExhibitNumber
    
    Description of Exhibitborrowers, and Bank of America, N.A., as lender (filed as Exhibit 10.35.1.1 to
FelCors 2006 Form 10-K and incorporated herein by reference).10.35.2
    
    Form of Mortgage, Deed of Trust and Security Agreement, each dated as of November 10, 2006,
from FelCor/JPM Hotels, L.L.C. and DJONT/JPM Leasing, L.L.C., as borrowers, in favor of Bank
of America, N.A., as lender, each covering a separate hotel and securing the Mortgage Loan
(filed as Exhibit 10.35.2 to FelCors 2006 Form 10-K and incorporated herein by reference).10.35.3
    
    Form of Amended and Restated Promissory Note, each dated as of January 31, 2007, made by
FelCor/JPM Hotels, L.L.C. and DJONT/JPM Leasing, L.L.C. payable to the order of either Bank of
America, N.A. or JPMorgan Chase Bank, N.A., as lender, in the original aggregate principal
amount of $250 million (filed as Exhibit 10.35.3 to FelCors 2006 Form 10-K and incorporated
herein by reference).10.35.4
    
    Guaranty of Recourse Obligations of Borrower, dated as of November 10, 2006, made by FelCor
LP in favor of Bank of America, N.A (filed as Exhibit 10.35.4 to FelCors 2006 Form 10-K and
incorporated herein by reference).21
    
    List of Subsidiaries of FelCor (filed as Exhibit 21 to FelCors 2006 Form 10-K and
incorporated herein by reference).23*
    
    Consent of PricewaterhouseCoopers LLP.31.1*
    
    Certification of the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley
Act of 2002.31.2*
    
    Certification of the Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley
Act of 2002.32.1*
    
    Certification of the Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley
Act of 2002 (18 U.S.C. 1350).32.2*
    
    Certification of the Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley
Act of 2002 (18 U.S.C. 1350).
 
 *
    
    Filed herewith 48




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##### Table of Contents



SIGNATURES
  FELCOR LODGING TRUST INCORPORATEDBy:
    /s/ Lester C. JohnsonLester C. JohnsonSenior Vice President

(Duly Authorized Officer and

Principal Accounting Officer)  49




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##### Table of Contents



INDEX TO EXHIBITS
 ExhibitNumber
    
    Description of Exhibit23
    
    Consent of PricewaterhouseCoopers LLP.31.1
    
    Certification of the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley
Act of 200231.2
    
    Certification of the Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley
Act of 200232.1
    
    Certification of the Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley
Act of 2002 (18 U.S.C. 1350)32.2
    
    Certification of the Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley
Act of 2002 (18 U.S.C. 1350)
 50