**Exhibit 10.28.3****AMENDED AND RESTATED PROMISSORY NOTE** $87,975,000.00 Chicago, Illinois  December 14, 2007          **FOR VALUE RECEIVED FELCOR ESMERALDA (SPE), L.L.C.,**a Delaware limited liability company,having its principal place of business at c/o FelCor Lodging Trust Incorporated, 545 E. JohnCarpenter Freeway, Suite 1300, Irving, Texas 75062 (“**Hotel Owner**”) and **FELCOR ESMERALDA LEASING(SPE), L.L.C.,**a Delaware limited liability company, having its principal place of business at c/oFelCor Lodging Trust Incorporated, 545 E. John Carpenter Freeway, Suite 1300, Irving, Texas 75062(“**Hotel Operator**”; Hotel Owner and Hotel Operator, individually and collectively, as the contextrequires, with such determination to be made by Lender in its sole discretion, are referred toherein as “**Borrower**”), hereby unconditionally promise to pay to the order of **GREENWICH CAPITALFINANCIAL PRODUCTS, INC.**, a Delaware corporation, as lender, having an address at 600 SteamboatRoad, Greenwich, CT 06830 (“**Lender**”), or at such other place as the holder hereof may from time totime designate in writing, the principal sum of EIGHTY SEVEN MILLION NINE HUNDRED SEVENTY FIVETHOUSAND and NO/100 DOLLARS ($87,975,000.00), in lawful money of the United States of America withinterest thereon to be computed from the date of this Note at the Applicable Interest Rate, and tobe paid in accordance with the terms of this Note and that certain Loan Agreement, dated the datehereof, between Borrower and Lender (as the same may be amended, restated, replaced, supplementedor otherwise modified from time to time, the “**Loan Agreement**”). All capitalized terms not definedherein shall have the respective meanings set forth in the Loan Agreement.**WITNESSETH:**     **WHEREAS**, the Lender is presently the owner and holder of that certain Promissory Note by WSRHIndian Wells, L.L.C., a Delaware limited liability company (“**Prior Owner**”) in favor of Lender (the**“Original Note"**) dated April 9, 2007, representing an indebtedness in the original principal amountof Eighty Seven Million Nine Hundred Seventy Five Thousand and No/100 Dollars ($87,975,000.00) (the**“Loan”**);     **WHEREAS**, Hotel Owner has acquired the Property from Prior Owner and Hotel Operator is leasingthe Property from Hotel Owner pursuant to the terms and conditions set forth in that certain leasedated as of the date hereof between Hotel Owner and Hotel Operator (as the same may be amended,restated, replaced, supplemented or otherwise modified from time to time, the **“Hotel OperatingLease**”);     **WHEREAS**, pursuant to the terms of that certain Assumption Agreement (the **“AssumptionAgreement"**) dated as of the date hereof, by and among Borrower, Lender and Prior Owner, Borrowerhas assumed the obligations of Prior Owner under the Original Note and the other documentsevidencing and securing the Loan and Lender consented to the assumption of the Loan by Borrower inaccordance with the terms and conditions set forth therein;
 

 
     **WHEREAS**, pursuant to the Assumption Agreement, Borrower and Lender have entered into thatcertain Amended and Restated Loan Agreement, dated as of the date hereof, between Borrower andLender (as the same may be amended, restated, replaced, supplemented or otherwise modified fromtime to time, the “**Loan Agreement**”);     **NOW THEREFORE,**in consideration of the covenants and agreements hereinafter set forth, and inand for other good and valuable consideration, the receipt and sufficiency of which are herebyacknowledged, the parties hereto, intending to be legally bound, hereby covenant and agree that allof the terms, provisions and obligations contained in the Original Note are hereby amended,restated and superseded in their entirety to read as follows:     A. The outstanding principal balance of the Original Note as of the date here of is EIGHTYSEVEN MILLION NINE HUNDRED SEVENTY FIVE THOUSAND and NO/100 DOLLARS ($87,975,000.00).     B. This Note amends, restates and replaces the Original Note in its entirety. This Note doesnot (i) extinguish the indebtedness under the Original Note, (ii) discharge or release any securityor (iii) constitute a novation.**ARTICLE 1: PAYMENT TERMS**          Borrower agrees to pay the principal sum of this Note and interest on the unpaid principal sumof this Note from time to time outstanding at the rates and at the times specified in Article 2 ofthe Loan Agreement and the outstanding balance of the principal sum of this Note and all accruedand unpaid interest thereon shall be due and payable on the Maturity Date.**ARTICLE 2: DEFAULT AND ACCELERATION**          The Debt shall without notice become immediately due and payable at the option of Lender ifany payment required in this Note is not paid on or prior to the date when due (beyond theexpiration of any applicable grace periods) or if not paid on the Maturity Date or on the happeningand continuance of any other Event of Default.**ARTICLE 3: LOAN DOCUMENTS**          This Note is secured by the Mortgage and the other Loan Documents. All of the terms,covenants and conditions contained in the Loan Agreement, the Mortgage and the other Loan Documentsare hereby made part of this Note to the same extent and with the same force as if they were fullyset forth herein. In the event of a conflict or inconsistency between the terms of this Note andthe Loan Agreement, the terms and provisions of the Loan Agreement shall govern.**ARTICLE 4: SAVINGS CLAUSE**          Notwithstanding anything to the contrary, (a) all agreements and communications betweenBorrower and Lender are hereby and shall automatically be limited so that, after taking intoaccount all amounts deemed interest, the interest contracted for, charged or received by Lendershall never exceed the Maximum Legal Rate, (b) in calculating whether any interest
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exceeds the Maximum Legal Rate, all such interest shall be amortized, prorated, allocated andspread over the full amount and term of all principal indebtedness of Borrower to Lender and (c) ifthrough any contingency or event Lender receives or is deemed to receive interest in excess of theMaximum Legal Rate, any such excess shall be deemed to have been applied toward payment of theprincipal of any and all then outstanding indebtedness of Borrower to Lender, or if there is nosuch indebtedness, shall be immediately returned to Borrower.**ARTICLE 5: NO ORAL CHANGE**          This Note may not be modified, amended, waived, extended, changed, discharged or terminatedorally or by any act or failure to act on the part of Borrower or Lender, but only by an agreementin writing signed by the party against whom enforcement of any modification, amendment, waiver,extension, change, discharge or termination is sought.**ARTICLE 6: WAIVERS**          Borrower and all others who may become liable for the payment of all or any part of the Debtdo hereby severally waive presentment and demand for payment, notice of dishonor, notice ofintention to accelerate, notice of acceleration, protest and notice of protest and non-payment and,except as expressly provided in the Loan Documents, all other notices of any kind. No release ofany security for the Debt or extension of time for payment of this Note or any installment hereof,and no alteration, amendment or waiver of any provision of this Note, the Loan Agreement or theother Loan Documents made by agreement between Lender or any other Person shall release, modify,amend, waive, extend, change, discharge, terminate or affect the liability of Borrower, and anyother Person who may become liable for the payment of all or any part of the Debt, under this Note,the Loan Agreement or the other Loan Documents. No notice to or demand on Borrower shall be deemedto be a waiver of the obligation of Borrower or of the right of Lender to take further actionwithout further notice or demand as provided for in this Note, the Loan Agreement or the other LoanDocuments. If Borrower is a partnership, the agreements herein contained shall remain in force andbe applicable, notwithstanding any changes in the individuals or entities comprising thepartnership, and the term “**Borrower**,” as used herein, shall include any alternate or successorpartnership, but any predecessor partnership and their partners shall not thereby be released fromany liability. If Borrower is a corporation, the agreements contained herein shall remain in fullforce and be applicable notwithstanding any changes in the shareholders comprising, or the officersand directors relating to, the corporation, and the term “**Borrower**” as used herein, shall includeany alternative or successor corporation, but any predecessor corporation shall not be relieved ofliability hereunder. If any Borrower is a limited liability company, the agreements hereincontained shall remain in force and be applicable, notwithstanding any changes in the memberscomprising the limited liability company, and the term “**Borrower**” as used herein, shall include anyalternate or successor limited liability company, but any predecessor limited liability company andtheir members shall not thereby be released from any liability. Nothing in the foregoing threesentences shall be construed as a consent to, or a waiver of, any prohibition or restriction ontransfers of interests in such partnership, corporation or limited liability company, asapplicable, which may be set forth in the Loan Agreement or any other Loan Document.
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**ARTICLE 7: TRANSFER**          Upon the transfer of this Note, Borrower hereby waiving notice of any such transfer, Lendermay deliver all the collateral mortgaged, granted, pledged or assigned pursuant to the LoanDocuments, or any part thereof, to the transferee who shall thereupon become vested with all therights herein or under applicable law given to Lender with respect thereto, and Lender shallthereafter forever be relieved and fully discharged from any liability or responsibility in thematter; but Lender shall retain all rights hereby given to it with respect to any liabilities andthe collateral not so transferred. Notwithstanding the foregoing, Lender shall endeavor in goodfaith (without liability for the failure to do so) to provide Borrower with notification of anychange in the Person servicing the Loan; provided, however, it shall not constitute a default orEvent of Default hereunder if due to such failure Borrower sends any payments required to be madehereunder to Lender or any predecessor Person servicing the Loan.**ARTICLE 8: EXCULPATION**          The provisions of Section 9.4 of the Loan Agreement are hereby incorporated by reference intothis Note to the same extent and with the same force as if fully set forth herein.**ARTICLE 9: GOVERNING LAW**          **Governing Law****. (A) THE PARTIES HEREBY AGREE AND IRREVOCABLY ELECT THAT, IN ALLRESPECTS, INCLUDING, WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, MATTERS OF CONSTRUCTION,VALIDITY AND PERFORMANCE, THIS NOTE AND THE OBLIGATIONS ARISING HEREUNDER SHALL BE GOVERNED BY, ANDCONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO CONTRACTS MADE ANDPERFORMED IN SUCH STATE (WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAWS) AND ANY APPLICABLE LAWOF THE UNITED STATES OF AMERICA. TO THE FULLEST EXTENT PERMITTED BY LAW, BORROWER HEREBYUNCONDITIONALLY AND IRREVOCABLY WAIVES ANY CLAIM TO ASSERT THAT THE LAW OF ANY OTHER JURISDICTIONGOVERNS THIS NOTE AND THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OFTHE STATE OF NEW YORK PURSUANT TO SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW.**          **(B) ANY LEGAL SUIT, ACTION OR PROCEEDING AGAINST LENDER OR BORROWER ARISING OUT OF OR RELATINGTO THIS NOTE MAY AT LENDER’S OPTION BE INSTITUTED IN ANY FEDERAL OR STATE COURT IN THE CITY OF NEWYORK, COUNTY OF NEW YORK, PURSUANT TO SECTION 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW ANDBORROWER WAIVES ANY OBJECTIONS WHICH IT MAY NOW OR HEREAFTER HAVE BASED ON VENUE AND/OR FORUM NONCONVENIENS OF ANY SUCH SUIT, ACTION OR PROCEEDING, AND BORROWER HEREBY IRREVOCABLY SUBMITS TO THE**
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**JURISDICTION OF ANY SUCH COURT IN ANY SUIT, ACTION OR PROCEEDING. BORROWER DOES HEREBYDESIGNATE AND APPOINT:****CT CORPORATION SYSTEM****111 EIGHTH AVENUE, 13****th****FLOOR****NEW YORK, NEW YORK 10011**          **AS ITS AUTHORIZED AGENT TO ACCEPT AND ACKNOWLEDGE ON ITS BEHALF SERVICE OF ANY AND ALL PROCESSWHICH MAY BE SERVED IN ANY SUCH SUIT, ACTION OR PROCEEDING IN ANY FEDERAL OR STATE COURT IN NEWYORK, NEW YORK, AND AGREES THAT SERVICE OF PROCESS UPON SAID AGENT AT SAID ADDRESS AND NOTICE OFSAID SERVICE MAILED OR DELIVERED TO BORROWER IN THE MANNER PROVIDED HEREIN SHALL BE DEEMED IN EVERYRESPECT EFFECTIVE SERVICE OF PROCESS UPON BORROWER IN ANY SUCH SUIT, ACTION OR PROCEEDING IN THESTATE OF NEW YORK. BORROWER (I) SHALL GIVE PROMPT NOTICE TO LENDER OF ANY CHANGED ADDRESS OF ITSAUTHORIZED AGENT HEREUNDER, (II) MAY AT ANY TIME AND FROM TIME TO TIME DESIGNATE A SUBSTITUTEAUTHORIZED AGENT WITH AN OFFICE IN NEW YORK, NEW YORK (WHICH SUBSTITUTE AGENT AND OFFICE SHALL BEDESIGNATED AS THE PERSON AND ADDRESS FOR SERVICE OF PROCESS), AND (III) SHALL PROMPTLY DESIGNATESUCH A SUBSTITUTE IF ITS AUTHORIZED AGENT CEASES TO HAVE AN OFFICE IN NEW YORK, NEW YORK OR ISDISSOLVED WITHOUT LEAVING A SUCCESSOR.****ARTICLE 10: NOTICES**          All notices or other written communications hereunder shall be delivered in accordance withSection 10.6 of the Loan Agreement.**ARTICLE 11: STATE SPECIFIC PROVISIONS**          (a) With respect to the foregoing provisions contained in this Note, the following shall applywith respect to the State of California:          (i) The following paragraph shall be inserted after Article 3 of this Note:          (a) Prepayment. BY INITIALING BELOW, BORROWER EXPRESSLY ACKNOWLEDGES AND UNDERSTANDSTHAT, PURSUANT TO THE TERMS OF THIS NOTE, IT HAS AGREED THAT IT HAS NO RIGHT TO PREPAY THE NOTEEXCEPT AS EXPRESSLY SET FORTH IN THE LOAN AGREEMENT AND THAT IT SHALL BE LIABLE FOR THE PAYMENT OFTHE PREPAYMENT CHARGES FOR PREPAYMENT OF THIS NOTE UPON ACCELERATION OF THIS NOTE IN ACCORDANCEWITH THE TERMS OF THE LOAN AGREEMENT. FURTHER, BY INITIALING BELOW, BORROWER WAIVES ANY RIGHTS ITMAY HAVE UNDER SECTION 2954.10 OF THE CALIFORNIA CIVIL CODE, OR ANY SUCCESSOR STATUTE, ANDEXPRESSLY
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ACKNOWLEDGES AND UNDERSTANDS THAT LENDER HAS MADE THE LOAN IN RELIANCE ON THE AGREEMENTS ANDWAIVER OF BORROWER AND THAT LENDER WOULD NOT HAVE MADE THE LOAN WITHOUT SUCH AGREEMENTS AND WAIVEROF BORROWER.       CNN Borrower’s Initials            CNN Borrower’s Initials     **[NO FURTHER TEXT ON THIS PAGE]**
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          **IN WITNESS WHEREOF**, Borrower has duly executed this Note as of the day and year first abovewritten.**BORROWER:****FELCOR ESMERALDA (SPE), L.L.C.,**