EXHIBIT 10.4

                   LOAN AFFIRMATION AND MODIFICATION AGREEMENT


                  THIS  LOAN  AFFIRMATION  AND   MODIFICATION   AGREEMENT  (this
"Agreement") is made and entered into as of the 31st day of December,  2000 (the
"Execution  Date"),  but effective as of January 1, 2001 (the "Effective Date"),
by and among EQI FINANCING PARTNERSHIP II, L.P., a Tennessee limited partnership
("EQI"), and EQI/WV FINANCING PARTNERSHIP, L.P., a Tennessee limited partnership
("EQI-WV"  and  collectively  with  EQV-II  being  hereafter  referred to as the
"Borrower"),  ENN LEASING II, L.L.C., a Delaware limited liability company ("New
Tenant"),  EQUITY  INNS  PARTNERSHIP,  L.P.,  a  Tennessee  limited  partnership
("EIP"),  EQUITY INNS,  INC., a Tennessee  corporation  ("EII" and together with
EIP, the "Guarantor"),  NORWEST BANK MINNESOTA, NATIONAL ASSOCIATION, as trustee
for  the  registered  holders  of GMAC  Commercial  Mortgage  Securities,  Inc.,
Mortgage Pass-Through  Certificates,  Series 1999 C-3, and LASALLE BANK NATIONAL
ASSOCIATION,  as trustee for the registered holders of GMAC Commercial  Mortgage
Securities,   Inc.,  Mortgage   Pass-Through   Certificates,   Series  2000-  C1
(collectively, the "Lender").

                                    Recitals

         A. GMAC  Commercial  Mortgage  Corporation,  a  California  corporation
("Original  Lender"),  pursuant to the Loan Documents (as  hereinafter  defined)
made a loan to Borrower in the original principal amount of $97,020,000.00  (the
"Loan").  The Loan is  evidenced by two (2) separate  Promissory  Notes,  in the
maximum  aggregate  amount  equal to the Loan,  each  dated as of June 16,  1999
(collectively,  the  "Note")  and is  secured,  inter  alia,  by (i) a  mortgage
recorded in the real property records of Marion County, Indiana (the "Mortgage")
and the other  mortgages or deeds of trust  referenced  on Schedule 1-A attached
hereto  (collectively,  the  "Mortgages"),  each  executed by  Borrower  for the
benefit of the Original  Lender,  each dated as of June 16, 1999 and recorded in
the  appropriate  real property  records for the nineteen  (19)  separate  hotel
properties  (individually,  a "Property",  and  collectively,  the "Properties")
referenced on Schedule  1-A,  (ii) nineteen (19) separate  assignment of leases,
rents  and  profits  (collectively,  the  "Assignments"),  one  for  each of the
nineteen (19) separate Properties, and (iii) a certain Lockbox Account Agreement
(the "Lockbox  Agreement")  dated as of June 16, 1999 among  Borrower,  Original
Lender and PNC Bank, N.A. The Loan is governed,  inter alia, by a Loan Agreement
dated as of June 16,  1999  between  Borrower  and  Original  Lender  (the "Loan
Agreement"). The Loan is also governed, secured and guaranteed pursuant to those
other security agreements, contracts,  assignments,  indemnification agreements,
guarantees,  and other documents and instruments executed by Borrower or for the
benefit  of  Lender  and  delivered  in  connection  with the Loan,  as  further
described and defined in the Loan Agreement and the Mortgage (collectively,  the
Note,





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the Mortgages,  the Assignments,  the Lockbox Agreement,  the Loan Agreement and
such  other  agreements,  contracts,  assignments,  indemnification  agreements,
guarantees  and other  instruments  being  hereinafter  referred to as the "Loan
Documents").

         B. Pursuant to the Loan Documents, Borrower has granted Original Lender
a  security  interest  in the  following  leases  (collectively,  the  "Existing
Operating  Leases")  for the  operation  of the  Properties:  (i)  Consolidated,
Amended and Restated Lease  Agreement  dated as of June 16, 1999 between EQI, as
lessor, and Crossroads Future Financing Company,  L.L.C., as lessee ("Crossroads
Future  Operating  Lease");  (ii)  Consolidated,   Amended  and  Restated  Lease
Agreement   dated  as  of  June  16,   1999   between   EQI,   as  lessor,   and
Crossroads-Memphis  Financing Company II, L.L.C., as lessee ("Crossroads-Memphis
Operating Lease");  (iii) Amended and Restated Lease Agreement between EQI-WV as
lessor,  and  Crossroads/Memphis  Financing  Company II, L.L.C.,  as lessee (the
"West Virginia Operating Lease";  the West Virginia Operating Lease,  Crossroads
Future Operating Lease and Crossroads-Memphis  Operating Lease being hereinafter
referred to as the "Original Subject Leases"); and (iv) a Consolidated,  Amended
and Restated Lease  Agreement  dated as of June 16, 1999 between EQI, as lessor,
and Wayne Holding Corp., as tenant (the "Wayne/Prime Operating Lease").

         C.      Original Lender has assigned, sold and transferred its interest
in the Loan and all Loan Documents to Lender.  Lender is the current holder of
all or a portion of the Note and of Original Lender's interest in the Loan and
Loan Documents.

         D.  Borrower continues to be the owner of the Property and improvements
thereon described in and encumbered by the Mortgage and other Loan Documents.

         E. In order to receive  the  benefit of certain  changes in federal tax
law relating to "taxable REIT  subsidiaries,"  Borrower has requested that it be
allowed (i) to terminate the Original  Subject Leases and enter into two (2) new
leases (the "New  Operating  Leases")  with ENN Leasing II,  L.L.C.,  a Delaware
limited  liability company ("New Tenant"),  for the Properties  covered thereby,
which  Properties  (the "Affected  Properties")  are listed on Schedule 1-B, and
which New Operating  Leases shall be in the forms  attached  hereto as Exhibit A
and Exhibit B, (ii) to terminate  certain rent and lease  guarantees in favor of
Borrower  from the parent  companies of the lessees  under the Original  Subject
Leases, (iii) to terminate certain of the property management agreements for the
Affected  Properties  and to enter into the new property  management  agreements
(the "New Management  Agreements") in the forms attached hereto as Exhibit C and
Exhibit D, for such  Properties  and (iv) to enter into  certain  other  related
transactions  as  described  in that  lease  restructuring  transaction  summary
("Transaction  Summary")  attached  hereto as Schedule 2 and made a part hereof.
(These  transactions  and the other  transactions  described in the  Transaction
Summary are hereinafter  collectively referred to as the "Lease Restructuring").
The Lease  Restructuring will leave in place and will not amend or modify in any
way the Wayne/Prime Operating Lease, which governs the operation and management
of the properties listed in Schedule 1-C.




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         F. Lender is willing to consent to the Lease Restructuring,  subject to
the Mortgages and the other Loan  Documents,  and subject to the  affirmation by
Borrower  of the Loan  and the  affirmation  of the  Guarantor  (as  hereinafter
defined) of its obligations under the  Environmental  Agreement and the Guaranty
(as each such term is  hereinafter  defined),  on and  subject  to the terms and
conditions  set  forth  in this  Agreement,  the  Mortgage  and the  other  Loan
Documents.

         G.  Borrower,  Guarantor  and  Lender,  by their  respective  execution
hereof,  evidence their consent to the  modification and affirmation of the Loan
Documents  as  hereinafter  set forth,  and  Lender,  by its  execution  hereof,
consents to the Lease Restructuring as and to the extent set forth herein.

                             Statement of Agreement

         In  consideration  of the mutual  covenants  and  agreements  set forth
herein, the parties hereto hereby agree as follows:

         1.     Definitions.  All capitalized terms not expressly defined herein
shall have the meanings set forth in the Mortgage, or if not therein defined, in
the Loan Agreement.

         2.     Representations, Warranties, and Covenants of Borrower.

                  (a) (1) Borrower hereby represents,  warrants and covenants to
Lender that: (i) the Lease Restructuring,  and all organizational formalities in
connection  therewith  (including  compliance with applicable laws, statutes and
controlling  authority),  will have been  completed on or prior to the Effective
Date;  (ii) the Note has an unpaid  principal  balance of  $95,360,668.77  as of
December 27, 2000; (iii) the Mortgages are a valid first lien on the Properties,
and on  Borrower's  interests in the  Existing  Operating  Leases,  for the full
unpaid  principal  amount of the Loan and all other  amounts as stated  therein;
(iv) to the knowledge of Borrower,  there are no defaults by Borrower  under the
provisions  of the Existing  Operating  Leases,  the Note,  the Mortgages or the
other Loan Documents; (v) there are no defenses,  set-offs or rights of defense,
set-off  or  counterclaim,   whether  legal,  equitable  or  otherwise,  to  the
obligations  evidenced by or set forth in the  Existing  Operating  Leases,  the
Note,  the  Mortgages or the other Loan  Documents;  (vi) all  provisions of the
Note,  Mortgages  and the other Loan  Documents  are in full  force and  effect,
except as modified  herein;  (vii) except as  disclosed  in the Title  Policies,
there are no material  liens or material  encumbrances  of any kind  covering or
relating  to the  Properties  nor are there  any  material  mechanics'  liens or
material liens for unpaid taxes or assessments  encumbering the Properties,  nor
has notice of a material lien or notice of intent to file a material lien been





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received;  (viii)  nothing  in the Lease Restructuring will affect or impact in
any way the properties listed on Schedule 1-C attached hereto or the Wayne/Prime
Operating  Lease,  which remains in full force and effect; (ix) the Properties
covered by the Wayne/Prime Operating Lease have no separate  property management
agreements associated therewith, but rather,  the property management  functions
are  addressed in the  Wayne/Prime Operating  Lease;  (x)  the  Mortgages remain
cross-defaulted  and  all of the Properties cross-  collateralize each other as
collateral for the Loan; and (xi) the Lease Restructuring  shall be completed in
accordance  with all  applicable law,  including  federal  tax law  applicable
to New Tenant as a "taxable  REIT subsidiary"  and the  requirements  that  each
property manager under the New Management Agreements be an "eligible independent
contractor" of the New Tenant.

                          (2) Borrower hereby ratifies, affirms and acknowledges
the following covenants and agreements: (i) to pay when and as due all sums due
under the Note and the other Loan  Documents,  each as  modified  hereby;  (ii)
to perform  and discharge  all  obligations  imposed  under the  Mortgages  and
all  other  Loan Documents,  at the time,  in the manner and otherwise in all
respects as therein provided, each as modified hereby;  (iii) after  termination
of the  Original Subject  Leases  and  entering  into the New  Operating  Leases
in substitution therefor, to enforce and administer such New Operating Leases in
accordance with the  requirements  of the Loan  Documents,  including  without
limitation,  the requirements  of Section 9(d) of the  Mortgages;  (iv) upon
termination  of the existing  property  management  agreements and entering into
the New Management Agreements  in  substitution  therefor,  to enforce and
administer  the same in accordance  with  the   requirements  of  the  Loan
Documents,   including  the requirements of Sections 24(n) and 38 of the
Mortgages,  as amended hereby;  (v) to  request  an  extension  to the term of
each New  Management Agreement  on a month-to-month basis in accordance with the
terms of such management  agreements if at the  expiration of the term of such
agreement no  replacement  management agreement meeting the requirements of this
Agreement has been entered into; (vi) to confirm and ensure that the New Tenant
is and remains a  wholly-owned  direct or indirect  subsidiary of Equity Inns
Partnership,  L.P., a Tennessee  limited partnership,  through repayment in full
of the Loan; (vii) it will use its best efforts to confirm and ensure that all
receivables, profits and revenues payable by the prior property  managers to the
lessees under the Original Subject Leases are  delivered  and  pro-rated as of
the  Effective  Date,  with all subsequent receivables and revenues attributable
to time periods  thereafter being paid to New Tenant  under the New  Operating
 Leases;  (viii) to confirm and ensure that rentals and other payments under the
Wayne/Prime  Operating Lease will continue to be paid in  accordance  with the
Lockbox  Agreement  and that all rentals and other sums payable under  the  New
Operating Leases will also  be paid in accordance  with the  Lockbox  Agreement;
and (ix) to confirm and ensure  that neither Borrower nor, by its acknowledgment
of this Agreement,  New Tenant shall challenge the validity or enforceability of
the New Operating Leases, and if the validity or  enforceability  of either such
lease is challenged by another party or is for any reason declared void, invalid
or unenforceable,  Borrower and New Tenant shall promptly enter into a
replacement lease, reasonably acceptable to Lender, with such modifications as




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are necessary to render such lease valid and enforceable,  which replacement
lease shall be and remain subject to the lien of the Mortgages and the other
Loan Documents.

                           (3)    Borrower shall not hereafter, without Lender's
prior consent in accordance with the terms of the Loan Documents, encumber the
Properties or sell or transfer any of the Properties or any interest  therein,
or sell or transfer any interest in Borrower or any party holding an interest i
 Borrower, except as may be  specifically  permitted  in  the  Loan  Documents.
Borrower  shall  not hereinafter,  without Lender's prior consent in accordance
with the terms of the Loan  Documents,  modify,  terminate,  replace, supplement
or  renew  the  New Operating Leases or the New Management Agreements, except as
may be specifically permitted in the Loan Documents, as modified hereby.

                  (b)    Borrower understands and intends that Lender shall rely
on the representations, warranties and covenants contained herein.

         3.     Representations, Warranties and Covenants of Guarantor.

                  (a) Guarantor  hereby  represents and warrants to Lender that:
(i) to the knowledge of Guarantor,  there are no defaults by Guarantor under the
provisions  of the  Guaranty,  the  Environmental  Agreement  or the other  Loan
Documents;  (ii) there are no defenses,  setups or rights of defense,  setoff or
counterclaim,   whether  legal,  equitable  or  otherwise,  to  the  obligations
evidenced by or set forth in the Guaranty,  Environmental Agreement or the other
Loan  Documents;  and  (iii)  all  provisions  of  the  Guaranty,  Environmental
Agreement  and other  Loan  Documents  are in full force and  effect,  except as
modified herein. Guarantor hereby ratifies, affirms and covenants to perform and
discharge  all  obligations  imposed  under  the  Guaranty,   the  Environmental
Agreement and all other Loan Documents, at the time, in the manner and otherwise
in all respects as therein provided.

                  (b) Guarantor understands and intends that Lender shall rely
on the representations, warranties and covenants contained herein.

         4.     Modification of Loan Documents.  Borrower, Guarantor and Lender
hereby acknowledge and agree that the Mortgage, Loan Agreement and other Loan
Documents shall be modified as follows:

                  (a)  New  Operating  Leases.  References  in any  of the  Loan
Documents to an "Operating Lease" or an "operating lease" shall refer to (i) the
appropriate  New  Operating  Lease for each  Subject  Property,  as reflected on
Schedule  1-B, and (ii) the  Wayne/Prime  Operating  Lease for those  Properties
listed on Schedule 1-C.






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                  (b) New Management  Agreements.  References in any of the Loan
Documents to a "Management  Agreement" or a "management  agreement" shall refer,
respectively,  to  the  two  (2)  New  Management  Agreements  or  the  existing
management  agreements  for the  particular  Affected  Properties  described  in
Sections 5, 6 and 13 of the Transaction Summary.

                  (c) Future Management Changes.  Notwithstanding the provisions
of the  Loan  Documents,  including  Sections  24(n)  and  38 of the  Mortgages,
regarding  Borrower's  ability  to  change  property  managers  for the  Subject
Properties,  Borrower  shall  have  the  right  to  enter  into  new  management
agreements  for  some  or  all  of  the  Affected   Properties  subject  to  the
restrictions  and conditions set forth in Section 9 of the Transaction  Summary,
but not  otherwise.  To the extent any such future  management  agreement with a
future property  manager is approved  consistent  with the  requirements of this
Agreement,  from and after such  approval,  such property  management  agreement
shall become a  "Management  Agreement"  under the Loan  Documents  and shall be
subject  to the  restrictions,  covenants  and  other  provisions  of  the  Loan
Documents, as modified hereby.

                  (d) Notices.  The addresses for the various notice parties set
forth in the Loan Documents,  including  without  limitation,  Section 43 of the
Mortgages, shall be modified as follows:

         If to Borrower:   EQI Financing Partnership II, L.P.
                           EQI/WV Financing Partnership, L.P.
                           7700 Wolf River Boulevard
                           Germantown, Tennessee  38138
                           Attention:  President
                           Telecopy:  (901) 754-2374

         with a copy to:   Hunton & Williams
                           Riverfront Plaza, East Tower
                           951 East Byrd Street
                           Richmond, Virginia 23219-4074
                           Attn: David C. Wright, Esquire

         If to Lender:     Norwest Bank Minnesota, National Association,
                           as trustee
                           1000 Broken Land Parkway
                           Columbia, Maryland 21044-3562
                           Attention: Corporate Trust Services (CMBS)- GMAC
                           Commercial Mortgage Securities, Inc., Mortgage
                           Pass-Through Certificates, Series 1999 C-3






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                           and

                           LaSalle Bank National Association, as trustee
                           135 South LaSalle Street, Suite 1625
                           Chicago, Illinois  60603
                           Attention: Asset Backed Securities Trust Services
                           Group - GMAC Commercial Mortgage Securities, Inc.,
                           Series 2000-C1

         With a copy to:   GMAC Commercial Mortgage Corporation
                           200 Witmer Road
                           Horsham, Pennsylvania 19044
                           Attn: Servicing - Executive Vice President

         With a copy to:   Katten Muchin Zavis
                           1025 Thomas Jefferson Street, N.W.
                           7th Floor East Lobby
                           Washington, DC  20005
                           Attention: Christopher J. Hart, Esq.

         If to New Tenant: ENN Leasing Company II, L.L.C.
                           7700 Wolf River Boulevard
                           Germantown, Tennessee 38138
                           Attn: Howard A. Silver

         with a copy to:   Hunton & Williams
                           Riverfront Plaza, East Tower
                           951 East Byrd Street
                           Richmond, Virginia 23219-4074
                           Attn: David C. Wright, Esquire

                  (e) New  Franchise  Agreements.  In all of the Loan  Documents
which pertain to an Affected Property,  references to a "Franchise Agreement" or
a "franchise  agreement" shall refer to the franchise or license agreement for a
particular  Affected  Property,  as  described in the comfort  letters  attached
hereto as Exhibit H.

         5.     Affirmation of Obligations. Borrower and Guarantor hereby affirm
the present and continuing existence and validity of their respective
obligations set forth in the Note, Guarantor, Environmental Agreement and the
other Loan Documents, in accordance with their respective terms and conditions,
as the same may be modified by this Agreement.  Borrower and Guarantor further





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agree to abide by and be bound by all of the terms of the Loan Documents,
including  but not  limited  to,  the  representations,  warranties, covenants,
assurances  and  indemnifications  therein.  Borrower and  Guarantor hereby
acknowledge, agree and warrant that all rights, priorities, titles, liens and
equities securing the payment of the Note are expressly  recognized as valid and
are in all  respects  renewed,  continued  and  preserved in force to secure
payment of the Note, except as amended herein.

         6.     Conditions. This Agreement shall be of no force and effect until
each of the following conditions has been met, no later than January 31, 2001,
to the reasonable satisfaction of Lender:

                  (a) Fees and  Expenses.  Borrower  shall  pay,  or cause to be
paid,  all  reasonable   out-of-pocket  costs  and  expenses  incurred  by  GMAC
Commercial  Mortgage  Corporation  ("GMACCM") in its capacity as master servicer
and servicer to Lender, in connection with the review, analysis,  consideration,
preparation,  execution and consummation of the transaction contemplated hereby,
including,  but not limited to,  internal  review and processing  fees, fees and
expenses of the applicable  rating  agencies and their counsel,  title insurance
premiums, and reasonable fees and expenses of legal counsel to GMACCM.

                  (b) Lease  and Loan  Documents.  Borrower  shall  execute  and
deliver to Lender,  in  triplicate,  such  complete  documents  and  agreements,
including  all  schedules  and  exhibits,  as Lender may  reasonably  require to
effectuate the Lease Restructuring, including without limitation, fully-executed
counterparts  of  the  New  Operating  Lease,  New  Management  Agreements,  the
Consolidated  Lease Estoppel,  Subordination and Attornment  Agreement  attached
hereto as Exhibit E, the Manager's Consent and Subordination Agreements attached
hereto  as  Exhibit  F and  Exhibit  G,  the  comfort  letters  from  the  hotel
franchisors  attached  hereto  as  Exhibit  H  and  the  new   franchise/license
agreements  referenced in such comfort letters, and the Lockbox Agreement notice
letters attached hereto as Exhibit I.

                  (c)  Opinions of  Counsel.  Borrower  shall cause  counsel for
Borrower to deliver to Lender such counsel's opinions to the effect, among other
things,  that:  (i) Borrower is validly  organized and is in good standing under
the laws of the state of  formation,  and has the full  power and  authority  to
execute and deliver  this  Agreement  and the other Loan  Documents,  as amended
hereby,  on behalf of  Borrower,  Guarantor  and New  Tenant;  (ii)  Borrower's,
Guarantor's and New Tenant's  execution,  delivery and  performance  hereof have
been duly and validly  authorized by all  necessary  partnership  action;  (iii)
Borrower, Guarantor and New Tenant validly executed and delivered this Agreement
pursuant to authority duly given; (iv) this Agreement and the Loan Documents, as
amended hereby, constitute the legal, valid and binding obligations of Borrower,
Guarantor and New Tenant,  as the case may be,  enforceable  in accordance  with
their terms; (v) such counsel's "non-consolidation opinion," in form and content





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acceptable to Lender, with respect to the transactions  contemplated hereby; and
(vi) such  counsel's  additional  opinion  regarding  the  "single  member  with
springing member" provisions of the New Tenant's organizational documents.

                  (d)    Rating Agency Confirmation.  Borrower shall have caused
all rating agencies which have issued ratings in connection with the
securitization of the Loan to issue a "no-downgrade" opinion.

                  (e) Organizational  Documents.  Borrower shall have delivered,
in triplicate,  certified copies of the limited  liability  company  agreements,
good standing certificates,  certificates of existence and authority to transact
business and other  appropriate  charter  documents of the New Tenant,  its sole
member and its potential "springing member," together with resolutions and other
appropriate  authorizations confirming the authority to enter into all documents
necessary to consummate the Lease Restructuring.

                  If any of the above  conditions  have not been met by  January
31, 2001, the Lender consent set forth herein shall be automatically revoked and
canceled as if such consent had never been given,  without any further action or
notification of any kind from Lender.

         7.  Consent to  Transaction.  Subject to the terms and  conditions  set
forth in this Agreement,  Lender consents to the Lease  Restructuring and to the
new  franchise/license  agreements  referenced in the comfort  letters  attached
hereto as  Exhibit H.  Lender's  consent  to the Lease  Restructuring  shall not
constitute  its  consent to any  subsequent  transactions  of a similar  nature,
including any  terminations  and replacements of the New Operating Leases or the
Wayne/Prime  Operating  Lease,  any  changes  to  the  management  of any of the
Properties, except as set forth in Section 4(c) above, and (except for those new
franchise  agreements  referenced  in the  comfort  letters  attached  hereto as
Exhibit  H) any  changes  in the  franchisors,  licensors  or  franchise/license
agreements  for any of the  Properties.  Borrower  acknowledges  and agrees that
Lender's   consent   herein   contained  is  expressly   limited  to  the  Lease
Restructuring,  and that such  consent  shall  not  waive or render  unnecessary
Lender's consent or approval of any other  transaction  currently  prohibited by
the provisions of the Loan Documents, as modified hereby.

         8.       Additional Representations, Warranties and Covenants.  As a
condition of this Agreement, Borrower, New Tenant and Guarantor, represent,
warrant and covenant to Lender as follows:

                  (a)     Neither the entry into nor the performance of and
compliance with this Agreement or any of the Loan Documents has resulted or will
result in any material violation of, or a conflit with or a default under, any





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judgment, decree, order, mortgage, indenture, contract, ground lease,  agreement
or lease by which Borrower,  New Tenant,  Guarantor  or any  property  owned by
any of  them,  is  bound,  or any statute, rule, charter document or regulation
applicable to any of them.

                  (b) Borrower,  New Tenant and  Guarantor  each have full power
and  authority  to enter into this  Agreement  and all  documents  necessary  to
accomplish  the Lease  Restructuring  and to incur and perform  the  obligations
provided for herein and therein,  all of which have been duly  authorized by all
necessary  internal  approvals  and  resolutions  of  Borrower,  New  Tenant and
Guarantor,  and no consent or  approval of any third party other than those that
will  have been  obtained  and will be in  effect  as of the  Effective  Date is
required  as a condition  to the Lease  Restructuring  or as a condition  to the
validity or  enforceability  hereof or  thereof.  This  Agreement  has been duly
executed and delivered by Borrower,  New Tenant and Guarantor and this Agreement
constitutes,  and each of the documents  executed in  connection  with the Lease
Restructuring  after due execution and delivery  thereof shall  constitute,  the
legal  and valid  obligation  of  Borrower,  New  Tenant  and  Guarantor,  fully
enforceable  against such parties in  accordance  with their  respective  terms,
subject  to  bankruptcy,  fraudulent  conveyance,  insolvency,   reorganization,
moratorium  and other laws  affecting the rights of creditors  generally and the
application of general principals of equity.

                  (c) There is no action, proceeding or investigation pending or
threatened   which   questions,   directly  or   indirectly,   the  validity  or
enforceability  of this  Agreement  or any of the other Loan  Documents,  or any
action taken or to the  knowledge of  Borrower,  New Tenant and  Guarantor to be
taken pursuant  hereto or thereto,  or to the knowledge of Borrower,  New Tenant
and Guarantor which might result in any material adverse change in the condition
(financial or otherwise) or business of Borrower, New Tenant or Guarantor.

                  (d) Without limiting the generality of the  acknowledgment  of
the existence  and validity of the Loan  Documents by the Borrower and Guarantor
and the  affirmation  of the  Loan  Documents  by the  Borrower  and  Guarantor,
Borrower   and   Guarantor   hereby   specifically   remake  and   reaffirm  the
representations, warranties and covenants set forth in the Loan Documents.

                  (e) To the  best  knowledge  of  Borrower,  Guarantor  and New
Tenant,  after due investigation and inquiry, the Transaction Summary fairly and
completely  describes all  transactions  contemplated  to be taken in connection
therewith  (other than actions or steps which  individually and in the aggregate
could not adversely affect repayment of any portion of the Loan or Lender's lien
position as to any of the New Operating Leases or any of the Properties), and no
representation  or warranty  made in this  Agreement or the  documents  attached
hereto or  delivered in  connection  herewith  contains any untrue  statement of
material fact or omits to state a material fact necessary in order to make such





<PAGE>



representations  and  warranties  not misleading in light of the circumstances
under which they are made.

                  (f) Upon the Effective Date, the New Operating Leases shall be
the valid,  binding and enforceable  obligations of Borrower and New Tenant, and
shall be and remain subject to the existing  first liens and security  interests
of Lender pursuant to the Mortgages and the other Loan Documents on a basis that
is subordinate and inferior to such liens and security interests held by Lender.

                  (g) Upon the Effective  Date,  the New  Management  Agreements
shall be the valid,  binding and enforceable  obligations of Borrower and/or New
Tenant  thereunder,  and shall remain  subject to the  existing  first liens and
security  interests of Lender pursuant to the Mortgages and other Loan Documents
on a basis that is subordinate  and inferior to such liens and surety  interests
held by  Lender,  except to the  extent  set forth in the  Manager  Consent  and
Subordination Agreements attached hereto.

                  (h) To the  best  knowledge  of  Borrower,  Guarantor  and New
Tenant,  after due  investigation  and  inquiry,  there is no default,  event of
default or event  with  which the giving of notice or the  passage of time could
become a default or event of default under the Wayne/Prime  Operating  Leases or
under any other material agreement relating in any way to the Properties,  which
in each case,  could reasonably be expected to have a material adverse effect on
the  repayment  of the Loan or on Lender's  lien and  security  interests in the
property described in the Mortgages.

         9.     Incorporation of Recitals.  Each of the Recitals set forth above
in this Agreement are incorporated herein and made a part hereof.

         10.  Property  Remains  as  Security  for  Lender.  All of the real and
personal  property  described  in the  Mortgages  shall  remain in all  respects
subject to the lien,  charge or  encumbrance of the  Mortgages,  and,  except as
expressly set forth herein,  nothing herein  contained and nothing done pursuant
hereto shall  affect or be  construed to release or affect the  liability of any
party or parties who may now or  hereafter  be liable under or on account of the
Note,  the  Mortgages  or any of the other Loan  Documents,  nor shall  anything
herein  contained or done in pursuance  hereof  affect or be construed to affect
any other security for the Note, if any, held by Lender.

         11.      No Waiver by Lender.  Nothing contained herein shall be deemed
a waiver of any of Lender's rights or remedies under the Note or any of the
other Loan Documents.

         12.     References.  All references in any of the Loan Documents to any
of the other Loan  Documents will be deemed to be references to such of the Loan
Documents as modified by this Agreement.






<PAGE>




         13. Relationship with Loan Documents. To the extent that this Agreement
is inconsistent with any of the Loan Documents,  this Agreement will control and
such Loan  Document  will be  deemed to be  amended  hereby.  Except as  amended
hereby, the Loan Document shall remain unchanged and in full force and effect.

         14.      Captions.  The headings to the Sections of this Agreement have
been inserted for convenience of reference only and shall in no way modify or
restrict any provisions hereof or be used to construe any such provisions.

         15. Partial  Invalidity.  If any provision of this Agreement is held to
be  illegal,  invalid  or  unenforceable  under  present  or future  laws,  such
provision  shall be fully  severable,  and this Agreement shall be construed and
enforced  as if such  illegal,  invalid  or  unenforceable  provision  had never
comprised a part of this Agreement.

         16.  Entire Agreement.  This Agreement constitutes the entire agreement
among the parties hereto and shall not be amended unless such amendment is in
writing and executed by each of the parties.  The Agreement supersedes all prior
negotiations regarding the subject matter hereof.

         17. Binding  Effect.  This Agreement shall be binding upon and inure to
the benefit of the parties hereto and their  respective  successors and assigns;
provided,  however,  that the foregoing  provisions of this Section shall not be
deemed to be a consent by Lender to any sale, conveyance, assignment or transfer
of the Property or any interest therein, or any sale, conveyance,  assignment or
transfer  of any  interest  in  Borrower  or any party  holding an  interest  in
Borrower, except to the extent permitted under the Loan Documents.

         18.  Multiple Counterparts.  This Agreement may be executed in multiple
counterparts, each of which will be an original, but all of which, taken
together, will constitute one and the same Agreement.

         19.  Governing Law.  This Agreement shall be governed by and construed
in accordance with the laws of the Commonwealth of Pennsylvania.

         20.  Effective Date.  This Agreement shall be effective as of the
Effective Date and thereupon shall be incorporated into the terms of the Loan
Documents.






<PAGE>



      List of Schedules and Exhibits Attached Hereto and Made a Part Hereof
      ---------------------------------------------------------------------


Schedule 1-A:   List of all Properties
Schedule 1-B:   List of Affected Properties, subject to the New Operating Leases
Schedule 1-B:   List of Properties subject to the Wayne/Prime Operating Lease
Schedule 2:     Transaction Summary
Exhibit A:      Consolidated Lease Agreement
Exhibit B:      Lease Agreement
Exhibit C:      New Management Agreement (Crossroads)
Exhibit D:      New Management Agreement (Promus)
Exhibit E:      Consolidated Lease Estoppel, Subordination and Attornment
                Agreement
Exhibit F:      Manager's Consent and Subordination (Crossroads)
Exhibit G:      Manager's Consent and Subordination (Promus)
Exhibit H:      Comfort Letters
Exhibit I:      Direction Letters relating to Lockbox Agreement


                  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
                     [SIGNATURES APPEAR ON FOLLOWING PAGES]






<PAGE>



         IN WITNESS  WHEREOF,  the parties have  executed  this  Agreement to be
effective as of the date first aforesaid.

                                    BORROWER:

                                    EQI FINANCING PARTNERSHIP II, L.P., a
                                    Tennessee limited partnership

                                    By:   EQI Financing Corporation II, its
                                          general partner


                                    By:    /s/ Howard Silver
                                           -------------------------------------
                                    Name:  Howard Silver
                                           -------------------------------------
                                    Title: President
                                           -------------------------------------



State of Tennessee                  )
                                    )       SS.
County of Shelby                    )

         BEFORE ME, a Notary Public in and for said State and County  personally
appeared  Howard  Silver,  the  President  of EQI  Financing  Corporation  II, a
Tennessee corporation, as general partner of EQI Financing Partnership II, L.P.,
a Tennessee  limited  partnership,  who  acknowledged  that he/she  executed the
foregoing  instrument for and on behalf of said  corporation,  that the same was
his/her own free act and deed,  individually  and as such officer,  and the free
act and deed of the corporation on behalf of said limited partnership.

         IN TESTIMONY WHEREOF, I have hereunder set my hand and seal this 27 day
of December, 2000.
                                                  /s/ Teresa Shaw
                                                  ------------------------------
                                                  Notary Public

My commission expires: 12/1/02.
                       --------






<PAGE>



                                    BORROWER:

                                    EQI/WV FINANCING PARTNERSHIP II, L.P., a
                                    Tennessee limited partnership

                                    By:   EQI Financing Corporation II,
                                          its general partner


                                    By:    /s/ Howard Silver
                                           -------------------------------------
                                    Name:  Howard Silver
                                           -------------------------------------
                                    Title: President
                                           -------------------------------------


State of Tennessee                  )
                                    )       SS.
County of Shelby                    )

         BEFORE ME, a Notary Public in and for said State and County  personally
appeared  Howard  Silver,  the  President  of EQI  Financing  Corporation  II, a
Tennessee  corporation,  as general partner of EQI/WV Financing  Partnership II,
L.P., a Tennessee limited partnership, who acknowledged that he/she executed the
foregoing  instrument for and on behalf of said  corporation,  that the same was
his/her own free act and deed,  individually  and as such officer,  and the free
act and deed of the corporation on behalf of said limited partnership.

         IN TESTIMONY WHEREOF, I have hereunder set my hand and seal this 27 day
of December, 2000.
                                                  /s/ Teresa Shaw
                                                  ------------------------------
                                                  Notary Public

My commission expires: 12/1/02.
                       --------






<PAGE>



                                    GUARANTOR:

                                    EQUITY INNS PARTNERSHIP, L.P., a Tennessee
                                    limited partnership

                                    By:  Equity Inns Trust, a Maryland real
                                         estate investment trust, its sole
                                         general partner


                                    By:    /s/ Howard Silver
                                           -------------------------------------
                                    Name:  Howard Silver
                                           -------------------------------------
                                    Title: President
                                           -------------------------------------



State of Tennessee                  )
                                    )       SS.
County of Shelby                    )

         BEFORE ME, a Notary Public in and for said State and County  personally
appeared  Howard  Silver,  the  President of Equity Inns Trust,  a Maryland real
estate investment trust, the general partner of Equity Inns Partnership, L.P., a
Tennessee  limited  partnership,  who  acknowledged  that  he/she  executed  the
foregoing  instrument  for and on behalf of said real estate  investment  trust,
that the same was  his/her  own  free  act and  deed,  individually  and as such
officer, and the free act and deed of the real estate investment trust on behalf
of said limited partnership.

         IN TESTIMONY WHEREOF, I have hereunder set my hand and seal this 27 day
of December, 2000.
                                                    /s/ Teresa Shaw
                                                    ----------------------------
                                                    Notary Public

My commission expires: 12/1/02.
                       --------






<PAGE>



                                    GUARANTOR:

                                    EQUITY INNS, INC., a Tennessee corporation


                                    By:    /s/ Howard Silver
                                           -------------------------------------
                                    Name:  Howard Silver
                                           -------------------------------------
                                    Title: President
                                           -------------------------------------



State of Tennessee                  )
                                    )       SS.
County of Shelby                    )

         BEFORE ME, a Notary Public in and for said State and County  personally
appeared  Howard  Silver,  the  President  of Equity  Inns,  Inc.,  a  Tennessee
corporation,  who acknowledged that he/she executed the foregoing instrument for
and on behalf of said  corporation,  that the same was  his/her own free act and
deed,  individually  and as such  officer,  and  the  free  act and  deed of the
corporation.

         IN TESTIMONY WHEREOF, I have hereunder set my hand and seal this 27 day
of December, 2000.
                                                    /s/ Teresa Shaw
                                                    ----------------------------
                                                    Notary Public

My commission expires: 12/1/02.
                       --------






<PAGE>



                                    LENDER:

                                    NORWEST BANK MINNESOTA, NATIONAL
                                    ASSOCIATION, as trustee for the registered
                                    holders of GMAC Commercial Mortgage
                                    Securities, Inc., Mortgage Pass-Through
                                    Certificates, Series 1999 C-3

                                    By:  GMAC COMMERCIAL MORTGAGE
                                         CORPORATION, a California corporation,
                                         as Master Servicer and Special Servicer


                                    By:    /s/ Gary A. Routzahn
                                           -------------------------------------
                                    Name:  Gary A. Routzahn
                                           -------------------------------------
                                    Title: Asst. Vice President
                                           -------------------------------------


State of PA                         )
                                    )       SS.
County of Montgomery       )

         BEFORE ME, a Notary Public in and for said State and County  personally
appeared Gary A. Routzahn,  the Asst. Vice President of GMAC COMMERCIAL MORTGAGE
CORPORATION, a California corporation,  the Master Servicer and Special Servicer
on behalf of NORWEST BANK MINNESOTA,  NATIONAL  ASSOCIATION,  as trustee for the
registered  holders  of GMAC  Commercial  Mortgage  Securities,  Inc.,  Mortgage
Pass-Through  Certificates,  Series  1999  C-3,  who  acknowledged  that  he/she
executed the  foregoing  instrument  for and on behalf of said entity,  that the
same was his/her own free act and deed,  individually  and as such officer,  and
the free act and deed of the corporation.

         IN TESTIMONY  WHEREOF,  I have hereunder set my hand and seal this 22nd
day of December, 2000.
                                                   /s/ Barbara Visco
                                                   -----------------------------
                                                   Notary Public

My commission expires: Nov. 15, 2003.
                       --------------






<PAGE>



                                    LENDER:

                                    LASALLE BANK  NATIONAL  ASSOCIATION,
                                    as   trustee   for  the   registered
                                    holders of GMAC Commercial  Mortgage
                                    Securities, Inc., Mortgage Pass-Through
                                    Certificates, Series 2000 C-1

                                    By:  GMAC COMMERCIAL MORTGAGE
                                         CORPORATION, a California corporation,
                                         as Master Servicer and Special Servicer


                                    By:    /s/ Gary A. Routzahn
                                           -------------------------------------
                                    Name:  Gary A. Routzahn
                                           -------------------------------------
                                    Title: Asst. Vice President
                                           -------------------------------------


State of PA                         )
                                    )       SS.
County of Montgomery       )

         BEFORE ME, a Notary Public in and for said State and County  personally
appeared Gary A. Routzahn,  the Asst. Vice President of GMAC COMMERCIAL MORTGAGE
CORPORATION, a California corporation,  the Master Servicer and Special Servicer
on behalf of LASALLE BANK NATIONAL  ASSOCIATION,  as trustee for the  registered
holders of GMAC Commercial  Mortgage  Securities,  Inc.,  Mortgage  Pass-Through
Certificates,  Series  2000 C-1,  who  acknowledged  that  he/she  executed  the
foregoing instrument for and on behalf of said entity, that the same was his/her
own free act and deed,  individually  and as such officer,  and the free act and
deed of the corporation.

         IN TESTIMONY  WHEREOF,  I have hereunder set my hand and seal this 22nd
day of December, 2000.
                                                   /s/ Barbara Visco
                                                   -----------------------------
                                                   Notary Public






<PAGE>



                                    NEW TENANT:

                                    ENN LEASING COMPANY II, L.L.C., a Delaware
                                    limited liability company


                                    By:    /s/ Howard Silver
                                           -------------------------------------
                                    Name:  Howard Silver
                                           -------------------------------------
                                    Title: President
                                           -------------------------------------



State of Tennessee                  )
                                    )       SS.
County of Shelby                    )

         BEFORE ME, a Notary Public in and for said State and County  personally
appeared  Howard  Silver,  the President of ENN LEASING  COMPANY II,  L.L.C.,  a
Delaware limited  liability  company,  who acknowledged that he/she executed the
foregoing  instrument  for and on  behalf  of said  company,  that  the same was
his/her own free act and deed,  individually  and as such officer,  and the free
act and deed of the company.

         IN TESTIMONY WHEREOF, I have hereunder set my hand and seal this 27 day
of December, 2000.

                                                   /s/ Teresa Shaw
                                                   -----------------------------
                                                   Notary Public

My commission expires: 12/1/02.
                       --------






<PAGE>



                                  SCHEDULE 1-A

                                 ALL PROPERTIES






            Security Instrument                           Properties
            -------------------                           ----------

1.  Mortgage, Assignment of Leases and           1.  AmeriSuites hotel located
    Rents, Security Agreement and Fixture            at 9104 Keystone Crossing,
    Filing                                           Indianapolis, IN 46240

2.  Mortgage, Assignment of Leases and           2.  AmeriSuites hotel located
    Rents, Security Agreement and Fixture            at 6801 West 112th Street,
    Filing                                           Overland Park, KS 66211

3.  Open-End Mortgage, Assignment of             3.  AmeriSuites hotel located
    Leases and Rents, Security Agreement and         at 7490 Vantage Drive,
    Fixture Filing                                   Columbus, OH 43235

4.  Deed of Trust, Assignment of Leases and      4.  AmeriSuites hotel located
    Rents, Security Agreement and Fixture            at 7905 Giacosa Place,
    Filing                                           Memphis, TN 38133

5.  Credit Line Deed of Trust, Assignment of     5.  AmeriSuites hotel located
    Leases and Rents, Security Agreement and         at 4100 Cox, Glen Allen, VA
    Fixture Filing                                   23060

6.  Mortgage, Assignment of Leases and           6.  Hampton Inn hotel located
    Rents, Security Agreement and Fixture            at 10591 Metcalf Frontage
    Filing                                           Road, Overland Park, KS
                                                     66212

7.  Deed of Trust, Assignment of Leases and      7.  Hampton Inn hotel located
    Rents, Security Agreement and Fixture            at 11212 North Newark
    Filing                                           Circle, Kansas City, MO
                                                     64153

8.  Deed of Trust, Assignment of Leases and      8.  Hampton Inn hotel located
    Rents, Security Agreement and Fixture            at 5320 Poplar Avenue,
    Filing                                           Memphis, TN 38119

9.  Deed of Trust, Assignment of Leases and      9.  Hampton Inn hotel located
    Rents, Security Agreement and Fixture            at 1577 Gateway Boulevard,
    Filing                                           Richardson, TX 75080






<PAGE>




            Security Instrument                           Properties
            -------------------                           ----------

10. Credit Line Deed of Trust, Assignment of     10. Hampton Inn hotel located
    Leases and Rents, Security Agreement and         at 1053 Van Voorhis Road,
    Fixture Filing                                   Morgantown, WV 26505

11. Leasehold Deed of Trust, Assignment of       11. Homewood Suites hotel
    Leases and Rents, Security Agreement and         located at 2001 East
    Fixture Filing                                   Highland Avenue, Phoenix,
                                                     AZ 85026

12. Open-End Mortgage, Assignment of             12. Homewood Suites hotel
    Leases and Rents, Security Agreement and         located at 2670 E. Kemper
    Fixture Filing                                   Road, Sharonville, OH
                                                     45241

13. Deed of Trust, Assignment of Leases and      13. Homewood Suites hotel
    Rents, Security Agreement and Fixture            located at 4323 Spectrum
    Filing                                           One, San Antonio, TX
                                                     78230

14. Deed of Trust, Assignment of Leases and      14. Residence Inn hotel located
    Rents, Security Agreement and Fixture            at 6477 E. Speedway Blvd.,
    Filing                                           Tucson, AZ 85710

15. Mortgage, Assignment of Leases and           15. Residence Inn hotel located
    Rents, Security Agreement and Fixture            at 3040 Eagandale Road,
    Filing                                           Eagan, MN 55121

16. Leasehold Mortgage, Assignment of            16. Residence Inn hotel located
    Leases and Rents, Security Agreement and         at 90 Park Road, Tinton
    Fixture Filing                                   Falls, NJ 07724

17. Deed of Trust, Assignment of Leases and      17. Residence Inn hotel located
    Rents, Security Agreement and Fixture            at 1710 NE Multnomah
    Filing                                           Street, Portland, OR
                                                     97232

18. Mortgage, Assignment of Leases and           18. Hampton Inn hotel located
    Rents, Security Agreement and Fixture            at 20600 Haggerty Road,
    Filing                                           Northville, MI 48167

19. Mortgage, Assignment of Leases and           19. Residence Inn hotel located
    Rents, Security Agreement and Fixture            at 4225 Route 1, Princeton,
    Filing                                           NJ 08543
--------------------------------------------------------------------------------






<PAGE>



                                  SCHEDULE 1-B

                              NEW OPERATING LEASES




                                   Properties

1.   Hampton Inn hotel located at 10591 Metcalf Frontage Road, Overland Park, KS
     66212

2.   Hampton Inn hotel located at 11212 North Newark Circle, Kansas City, MO
     64153

3.   Hampton Inn hotel located at 5320 Poplar Avenue, Memphis, TN 38119

4.   Hampton Inn hotel located at 1577 Gateway Boulevard, Richardson, TX  75080

5.   Residence Inn hotel located at 4225 Route 1, Princeton, NJ 08543

6.   Homewood Suites hotel located at 2001 East Highland Avenue, Phoenix, AZ
     85026

7.   Homewood Suites hotel located at 2670 E. Kemper Road, Sharonville, OH 45241

8.   Homewood Suites hotel located at 4323 Spectrum One, San Antonio, TX 78230

9.   Residence Inn hotel located at 6477 E. Speedway Blvd., Tucson, AZ 85710

10.  Residence Inn hotel located at 3040 Eagandale Road, Eagan, MN 55121

11.  Residence Inn hotel located at 90 Park Road, Tinton Falls, NJ 07724

12.  Residence Inn hotel located at 1710 NE Multnomah Street, Portland, OR 97232

13.  Hampton Inn hotel located at 20600 Haggerty Road, Northville, MI 48167

14.  Hampton Inn hotel located at 1053 Van Voorhis Road, Morgantown, WV  26505
--------------------------------------------------------------------------------

     Note:  With respect to No.'s 1 through 13, these Properties are subject to
     one Consolidated Lease Agreement.  No. 14 is subject to a separate Lease
     Agreement.







<PAGE>



                                  SCHEDULE 1-C

                          WAYNE/PRIME OPERATING LEASES





                                   Properties

 1.  AmeriSuites hotel located at 9104 Keystone Crossing, Indianapolis, IN 46240

 2.  AmeriSuites hotel located at 7490 Vantage Drive, Columbus, OH 43235

 3.  AmeriSuites hotel located at 7905 Giacosa Place, Memphis, TN  38133

 4.  AmeriSuites hotel located at 4100 Cox, Glen Allen, VA  23060

 5.  AmeriSuites hotel located at 6801 West 112th Street, Overland Park, KS
     66211
--------------------------------------------------------------------------------






<PAGE>



                                   SCHEDULE 2

                   EQI Financing Partnership II, L.P. (AEQI@)
                  EQI/WV Financing Partnership, L.P. (AEQI/WV@)
     $97, 020,000 Loan from GMAC Commercial Mortgage Corporation (AGMACCM@)
                              LESSEE RESTRUCTURING
                               TRANSACTION SUMMARY

         Current Structure

1.       Nineteen (19) Hotels are currently owned by EQI (18 Hotels) and EQI/WV
         (one Hotel)

2.       Six (6) of the Hotels are currently leased to Crossroads/Memphis
         Financing Company II, L.L.C. ("Crossroads Memphis")

3.       Eight (8) of the Hotels are currently leased to Crossroads/Future
         Financing Company, L.L.C. ("Crossroads Future")

4.       Five (5) of the Hotels are currently leased to and managed by Wayne
         Holding Corp., a wholly-owned subsidiary of Prime Hospitality
         Corporation.

5.       Three (3) of the Hotels are currently managed by Promus Hotels, Inc.

6.       Eleven (11) of the Hotels are currently managed by Crossroads
         Hospitality Company, L.L.C.

         New Structure Effective January 2001

1.       All Hotels continue under current ownership by EQI and EQI/WV.

2.       The five (5) Hotels currently leased to and managed by Wayne Holding
         Corp. will continue to be leased to and managed by Wayne Holding Corp.

3.       Effective in January 2001, the existing leases with Crossroads  Memphis
         and Crossroads Future will terminate (14 Hotels). The existing guaranty
         of the leases for these 14 Hotels also will terminate.

4.       EQI will enter  into a new  consolidated  lease for 13 Hotels  with ENN
         Leasing Company II, L.L.C., a single member Delaware limited  liability
         company  ("ENN  Leasing II") which will be an  indirectly  wholly-owned
         subsidiary  of Equity  Inns,  Inc.  The form of new  lease is  attached
         hereto as  Exhibit  A.  EQI/WV  will  enter  into a new lease  with ENN
         Leasing II with respect to the Morgantown,  WV Hampton Inn. The form of
         that new lease is attached as Exhibit B.  The rent terms for the lease
         for each Hotel will be  identical  to the current  rent terms  and will
         reflect the CPI adjustments effective January 1, 2001.





<PAGE>




5.       ENN Leasing II will enter into a consolidated  management  agreement in
         the form of  Exhibit  C with  Crossroads  Hospitality  Company,  L.L.C.
         ("Crossroads"),   a  wholly-owned   subsidiary  of  Interstate   Hotels
         Corporation  and an  affiliate  of  Crossroads  Memphis and  Crossroads
         Future, with respect to the following nine (9) hotels:

                  a.       Residence Inn - Tinton Falls, NJ
                  b.       Residence Inn - Eagan, MN
                  c.       Hampton Inn - Morgantown, WV
                  d.       Residence Inn - Tucson, AZ
                  e.       Hampton Inn - Overland Park, KS
                  f.       Hampton Inn - Kansas City, MO
                  g.       Residence Inn - Princeton, NJ
                  h.       Homewood Suites - Sharonville, OH
                  i.       Residence Inn - Portland, OR

6.       ENN Leasing II will enter into two (2) separate management  agreements,
         each in the  form of  Exhibit  D (other  than as to  Hotel  identifying
         information)  with Promus Hotels,  Inc., a  wholly-owned  subsidiary of
         Hilton  Hotels  Corporation,  with  respect  to the  following  two (2)
         Hotels:

                  a.       Hampton Inn, Poplar - Memphis (Poplar), TN
                  b.       Hampton Inn - Richardson, TX

7.       ENN Leasing II will hold the franchise license for each Hotel.  Copies
         of the franchisor comfort letters for the Hotels are attached as
         Exhibit H.

8.       The terms of the respective Management Agreements for the Hotels are
         set forth below:

                                                               Management
                           Hotel                          Agreement Termination
                           -----                          ---------------------

         a.  Residence Inn - Tinton Falls, NJ                   12/31/01
         b.  Residence Inn - Eagan, MN                          05/31/06
         c.  Hampton Inn - Morgantown, WV                       12/31/04
         d.  Residence Inn - Tucson, AZ                         12/31/05
         e.  Hampton Inn - Overland Park, KS                    12/31/02
         f.  Hampton Inn - Kansas City, MO                      12/31/02
         g.  Residence Inn - Princeton, NJ                      12/31/01
         h.  Homewood Suites - Sharonville, OH                  12/31/02
         i.  Residence Inn - Portland, OR                       12/31/05





<PAGE>



         j.  Hampton Inn - Northville, MI                       12/31/02
         k.  Homewood Suites - San Antonio, TX                  09/27/06
         l.  Homewood Suites - Camelback, AZ                    11/05/06
         m.  Hampton Inn - Memphis (Poplar), TN                 12/31/02
         n.  Hampton Inn - Richardson, TX                       12/31/02

         The Management  Agreements will provide for  month-to-month  extensions
         following the term  expiration if requested in writing by EQI or EQI/WV
         to the manager prior to the applicable termination date.

9.       ENN Leasing II will be permitted to enter into management agreements
         with any of the Qualified Managers meeting the following definition
         with the reasonable prior approval (with such approval not to be
         unreasonably withheld) of GMACCM, the trustee, servicers and Ratings
         Agencies (including "no downgrade" letters), provided that (a) the
         management agreement is in reasonably acceptable form, including the
         fees set forth therein, and satisfies the obligations of the operating
         lease and loan documents with respect to subordination of management
         fees, etc.; (b) the new manager enters into a consent and subordination
         agreement, reasonably acceptable to Lender; (c) the applicable
         franchisor has confirmed its approval of the new management agreement;
         and (d) if the Qualified Manager (as defined below) is an affiliate of
         EQI or EQI/WV, then (i) Lender receives confirmation that the new
         manager is an "Eligible Independent Contractor" (as such term is
         defined in the new leases attached as Exhibits A and B hereto), and
         (ii) a new legal opinion shall be provided to Lender regarding
         bankruptcy non-consolidation issues as to such new property manager.

                  "Qualified  Manager"  means  either  (i) any of the  following
                  professional  management  entities,  provided that there shall
                  have been no  materially  adverse  change  in any such  entity
                  since the date hereof:  Interstate  Hotels  Corporation  Prime
                  Hospitality   Corporation,   Starwood   Hotels   and   Resorts
                  Worldwide, Inc., Bass PLC, Crestline Hotels and Resorts, Inc.,
                  Marriott  International,  Inc.,  Meristar  Hotels and Resorts,
                  Inc., RFS, Inc. or Hilton Hotels  Corporation;  or (ii) in the
                  reasonable  judgment  of  Lender,  a  management  organization
                  possessing  experience in managing properties similar in size,
                  scope  and  value of the  applicable  Individual  Property  or
                  Properties,  provided that Borrower  shall have obtained prior
                  written  confirmation from the applicable Rating Agencies that
                  management  of the  Property by such person or entity will not
                  cause a downgrading,  withdrawal or  qualification of the then
                  current  rating  of  the  Securities  issued  pursuant  to the
                  Securitization of any class thereof.

                  The above capitalized terms shall have the following meanings:

                  "Borrower" means, collectively, EQI and EQI/WV.






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                  "Individual  Property"  means  all  of the  property,  rights,
                  interests  and  estates  now owned or  hereafter  acquired  by
                  Borrower to each of the fourteen (14) parcels of real property
                  and the  improvements  thereon  encumbered  by a  Mortgage  as
                  described,   together  with  all  rights  pertaining  to  such
                  property and improvements,  as more particularly  described in
                  the granting clauses of each such Mortgage.

                  "Lender" means GMAC  Commercial  Mortgage  Corporation and its
                  successors and assigns,  including any trustees to whom it has
                  transferred all or a portion of the Loan.

                  "Mortgage" means with respect to each Individual  Property the
                  Mortgage,  Assignment of Leases and Rents,  Security Agreement
                  and Fixture Filing or the Deed of Trust,  Assignment of Leases
                  and  Rents,   Security   Agreement  and  Fixture  Filing,   as
                  applicable,  executed by Borrower in favor of Lender, covering
                  such Individual  Property and any  amendments,  modifications,
                  renewals, substitutions or replacement thereof.

                  "Note"  means the two  Promissory  Notes  dated as of June 16,
                  1999, in the stated aggregate principal amount of $97,020,000,
                  executed  by  Borrower,  and payable to the order of Lender in
                  evidence of the loan made under the Loan Agreement as the same
                  may  hereafter  be  modified,  amended,  restated,  renewed or
                  replaced

                  "Properties" means, collectively, the fourteen (14) Individual
                  Properties  which  are  subject  to  the  terms  of  the  Loan
                  Agreement dated as of June 16, 1999 among Borrower and Lender,
                  and which are listed on Schedule 1-B to this Agreement.

                  "Rating Agencies" means each of Standard & Poor's, Moody's and
                  Fitch, Inc., or any other nationally-recognized statistical
                  rating agency which has been approved by Lender.

                  "Securitization"   means  the  sale  and/or  first  successful
                  securitization of rated single or multi-class  securities (the
                  "Securities")  secured by or evidencing ownership interests in
                  the Note and the Mortgages

10.      ENN  Leasing  II will  enter  into one or more new  consolidated  lease
         estoppel,  subordination  and  attornment  agreements  in the  form  of
         Exhibit E.

11.      New manager-lender agreements will be entered into among EQI and
         EQI/WV, ENN Leasing II, and Crossroads and Promus Hotels, Inc., as
         appropriate, in the form of Exhibits F (as to Crossroads) and G (as to
         Promus Hotels, Inc.)

12.      The transaction will also be documented by the execution of a Loan
         Affirmation and Modification Agreement and by delivery of such legal
         opinions as may be appropriate.




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13.      ENN Leasing II will assume the  obligations of  Crossroads/Memphis  and
         Crossroads Future under those existing  management  agreements  between
         Promus Hotels Inc., as manager, and  Crossroads/Memphis  and Crossroads
         Future, as owner, relating to the following three (3) Hotels:

             Hotel
             -----

         a.  Hampton Inn - Detroit, MI
         b.  Homewood Suites - Phoenix, AZ
         c.  Homewood Suites - San Antonio, TX






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                                    EXHIBITS

A.       Form of lease between EQI, as lessor, and ENN Leasing II, as lessee
B.       Form of lease between EQI/WV, as lessor, and ENN Leasing II, as lessee
         (Hampton Inn - Morgantown, WV)
C.       Form of Management Agreement between ENN Leasing II and Crossroads
         Hospitality Company, L.L.C.
D.       Form of Management Agreement between ENN Leasing II and Promus Hotels,
         Inc.
E.       Consolidated Lease Estoppel, Subordination and Attornment Agreement
F.       Form of manager-lender agreement for Crossroads Hospitality Company,
         L.L.C.
G.       Form of manager-lender agreement for Promus Hotels, Inc.
H.       New Franchise Licenses/Franchisor Comfort Letters
I.       Lockbox notice letters