10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)
x	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
	THE SECURITIES EXCHANGE ACT OF 1934
	For the quarterly period ended March 31, 2013

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: 001-14236	(FelCor Lodging Trust Incorporated)
Commission file number: 333-39595-01	(FelCor Lodging Limited Partnership)

FelCor Lodging Trust Incorporated

FelCor Lodging Limited Partnership

(Exact Name of Registrant as Specified in Its Charter)

Maryland	(FelCor Lodging Trust Incorporated)	75-2541756
Delaware	(FelCor Lodging Limited Partnership)	75-2544994
(State or Other Jurisdiction of Incorporation or Organization)		(I.R.S. Employer Identification No.)

545 E. John Carpenter Freeway, Suite 1300, Irving, Texas	75062
(Address of Principal Executive Offices)	(Zip Code)

(972) 444-4900

(Registrant’s Telephone Number, Including Area Code)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

FelCor Lodging Trust Incorporated	þ	Yes	¨	No
FelCor Lodging Limited Partnership	¨	Yes	þ	No

Note: As a voluntary filer not subject to the filing requirements of Section 13 or 15(d) of the Exchange Act, the registrant has filed all reports pursuant to Section 13 or 15(d) as if the registrant were subject to such filing requirements.

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S‑T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

FelCor Lodging Trust Incorporated	þ	Yes	¨	No
FelCor Lodging Limited Partnership	þ	Yes	¨	No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.  See definition of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

FelCor Lodging Trust Incorporated:
Large accelerated filer  o	Accelerated filer þ
Non-accelerated filer     o (Do not check if a smaller reporting company)	Smaller reporting company o

FelCor Lodging Limited Partnership:
Large accelerated filer  o	Accelerated filer ¨
Non-accelerated filer     þ (Do not check if a smaller reporting company)	Smaller reporting company o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). 

FelCor Lodging Trust Incorporated	¨	Yes	þ	No
FelCor Lodging Limited Partnership	¨	Yes	þ	No

At April 29, 2013, FelCor Lodging Trust Incorporated had issued and outstanding 124,121,786 shares of common stock.

EXPLANATORY NOTE

This quarterly report on Form 10-Q for the quarter ended March 31, 2013, combines the filings for FelCor Lodging Trust Incorporated, or FelCor, and FelCor Lodging Limited Partnership, or FelCor LP. Where it is important to distinguish between the two, we either refer specifically to FelCor or FelCor LP. Otherwise we use the terms “we” or “our” to refer to FelCor and FelCor LP, collectively (including their consolidated subsidiaries), unless the context indicates otherwise.

FelCor is a Maryland corporation operating as a real estate investment trust, or REIT, and is the sole general partner of, and the owner of a greater than 99% partnership interest in, FelCor LP. Through FelCor LP, FelCor owns hotels and conducts business. As the sole general partner of FelCor LP, FelCor has exclusive and complete control of FelCor LP’s day-to-day management.

We believe combining periodic reports for FelCor and FelCor LP into single combined reports results in the following benefits:

• presents our business as a whole (the same way management views and operates the business);

• eliminates duplicative disclosure and provides a more streamlined presentation (a substantial portion of our disclosure applies to both FelCor and FelCor LP); and

• saves time and cost by preparing combined reports instead of separate reports.

We operate the company as one enterprise. The employees of FelCor direct the management and operation of FelCor LP. With sole control of FelCor LP, FelCor consolidates FelCor LP for financial reporting purposes. FelCor has no assets other than its investment in FelCor LP and no liabilities separate from FelCor LP. Therefore, the reported assets and liabilities for FelCor and FelCor LP are substantially identical.

The substantive difference between FelCor and FelCor LP filings is that FelCor is a REIT with publicly-traded equity, while FelCor LP is a partnership with no publicly-traded equity. This difference is reflected in the financial statements on the equity (or partners’ capital) section of the consolidated balance sheets and in the consolidated statements of equity (or partners’ capital). Apart from the different equity treatment, the consolidated financial statements for FelCor and FelCor LP are nearly identical, except the net income (loss) attributable to redeemable noncontrolling interests in FelCor LP is deducted from FelCor’s net income (loss) in order to arrive at net income (loss) attributable to FelCor common stockholders. The noncontrolling interest is included in net income (loss) attributable to FelCor LP common unitholders. The holders of noncontrolling interests in FelCor LP are unaffiliated with FelCor, and in aggregate, hold less than 1% of the operating partnership units.

We present the sections in this report combined unless separate disclosure is required for clarity.

i

FELCOR LODGING TRUST INCORPORATED and

FELCOR LODGING LIMITED PARTNERSHIP

INDEX

			Page
		PART I − FINANCIAL INFORMATION
Item 1.	Financial Statements		1
	FelCor Lodging Trust Incorporated:
		Consolidated Balance Sheets - March 31, 2013 and December 31, 2012 (unaudited)	1
		Consolidated Statements of Operations – For the Three Months Ended March 31, 2013 and 2012 (unaudited)	2
		Consolidated Statements of Comprehensive Loss – For the Three Months Ended March 31, 2013 and 2012 (unaudited)	3
		Consolidated Statements of Changes in Equity – For the Three Months Ended March 31, 2013 and 2012 (unaudited)	4
		Consolidated Statements of Cash Flows – For the Three Months Ended March 31, 2013 and 2012 (unaudited)	5
	FelCor Lodging Limited Partnership:
		Consolidated Balance Sheets - March 31, 2013 and December 31, 2012 (unaudited)	6
		Consolidated Statements of Operations – For the Three Months Ended March 31, 2013 and 2012 (unaudited)	7
		Consolidated Statements of Comprehensive Loss – For the Three Months Ended March 31, 2013 and 2012 (unaudited)	8
		Consolidated Statements of Partners’ Capital – For the Three Months Ended March 31, 2013 and 2012 (unaudited)	9
		Consolidated Statements of Cash Flows – For the Three Months Ended March 31, 2013 and 2012 (unaudited)	10
	Notes to Consolidated Financial Statements		11
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations		29
		General	29
		Results of Operations	29
		Non-GAAP Financial Measures	31
		Pro Rata Share of Rooms Owned	36
		Hotel Portfolio Composition	37
		Hotel Operating Statistics	38
		Hotel Portfolio	40
		Liquidity and Capital Resources	42
		Inflation	43
		Seasonality	43
		Disclosure Regarding Forward-Looking Statements	44
Item 3.	Quantitative and Qualitative Disclosures about Market Risk		45
Item 4.	Controls and Procedures		45
		PART II − OTHER INFORMATION
Item 6.	Exhibits		46
SIGNATURES			48

ii

PART I -- FINANCIAL INFORMATION

Item 1. Financial Statements.

FELCOR LODGING TRUST INCORPORATED

CONSOLIDATED BALANCE SHEETS

(unaudited, in thousands)

	March 31, 2013			December 31, 2012
Assets
Investment in hotels, net of accumulated depreciation of $948,095 and $929,298 at March 31, 2013 and December 31, 2012, respectively	$	1,787,016		$	1,794,564
Hotel development	156,081			146,079
Investment in unconsolidated entities	52,867			55,082
Cash and cash equivalents	61,796			45,745
Restricted cash	77,102			77,927
Accounts receivable, net of allowance for doubtful accounts of $243 and $469 at March 31, 2013 and December 31, 2012, respectively	34,293			25,383
Deferred expenses, net of accumulated amortization of $15,438 and $13,820 at March 31, 2013 and December 31, 2012, respectively	34,035			34,262
Other assets	26,096			23,391
Total assets	$	2,229,286		$	2,202,433
Liabilities and Equity
Debt, net of discount of $8,985 and $10,318 at March 31, 2013 and December 31, 2012, respectively	$	1,683,756		$	1,630,525
Distributions payable	8,545			8,545
Accrued expenses and other liabilities	147,715			138,442
Total liabilities	1,840,016			1,777,512
Commitments and contingencies
Redeemable noncontrolling interests in FelCor LP, 621 units issued and outstanding at March 31, 2013 and December 31, 2012	3,697			2,902
Equity:
Preferred stock, $0.01 par value, 20,000 shares authorized:
Series A Cumulative Convertible Preferred Stock, 12,880 shares, liquidation value of $322,011, issued and outstanding at March 31, 2013 and December 31, 2012	309,362			309,362
Series C Cumulative Redeemable Preferred Stock, 68 shares, liquidation value of $169,950, issued and outstanding at March 31, 2013 and December 31, 2012	169,412			169,412
Common stock, $0.01 par value, 200,000 shares authorized; 124,122 and 124,117 shares issued and outstanding at March 31, 2013 and December 31, 2012, respectively	1,241			1,241
Additional paid-in capital	2,353,275			2,353,581
Accumulated other comprehensive income	25,684			26,039
Accumulated deficit	(2,500,831		)	(2,464,968		)
Total FelCor stockholders’ equity	358,143			394,667
Noncontrolling interests in other partnerships	27,430			27,352
Total equity	385,573			422,019
Total liabilities and equity	$	2,229,286		$	2,202,433

The accompanying notes are an integral part of these consolidated financial statements.

1

FELCOR LODGING TRUST INCORPORATED

CONSOLIDATED STATEMENTS OF OPERATIONS

For the Three Months Ended March 31, 2013 and 2012

(unaudited, in thousands, except for per share data)

	Three Months Ended March 31,
	2013			2012
Revenues:
Hotel operating revenue	$	220,291		$	207,690
Other revenue	399			275
Total revenues	220,690			207,965
Expenses:
Hotel departmental expenses	84,535			78,761
Other property-related costs	63,108			60,482
Management and franchise fees	9,654			9,778
Taxes, insurance and lease expense	22,667			21,710
Corporate expenses	7,832			8,212
Depreciation and amortization	31,570			30,068
Conversion expenses	628			—
Other expenses	821			963
Total operating expenses	220,815			209,974
Operating loss	(125		)	(2,009		)
Interest expense, net	(26,483		)	(30,814		)
Debt extinguishment	—			(7		)
Loss before equity in income (loss) from unconsolidated entities	(26,608		)	(32,830		)
Equity in income (loss) from unconsolidated entities	89			(224		)
Loss from continuing operations	(26,519		)	(33,054		)
Income (loss) from discontinued operations	(86		)	4,193
Net loss	(26,605		)	(28,861		)
Net loss attributable to noncontrolling interests in other partnerships	240			202
Net loss attributable to redeemable noncontrolling interests in FelCor LP	180			196
Net loss attributable to FelCor	(26,185		)	(28,463		)
Preferred dividends	(9,678		)	(9,678		)
Net loss attributable to FelCor common stockholders	$	(35,863	)	$	(38,141	)
Basic and diluted per common share data:
Loss from continuing operations	$	(0.29	)	$	(0.34	)
Net loss	$	(0.29	)	$	(0.31	)
Basic and diluted weighted average common shares outstanding	123,814			123,665

The accompanying notes are an integral part of these consolidated financial statements.

2

FELCOR LODGING TRUST INCORPORATED

CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS

For the Three Months Ended March 31, 2013 and 2012

(unaudited, in thousands)

	Three Months Ended
	March 31,
	2013			2012
Net loss	$	(26,605	)	$	(28,861	)
Foreign currency translation adjustment	(357		)	308
Comprehensive loss	(26,962		)	(28,553		)
Comprehensive loss attributable to noncontrolling interests in other partnerships	240			202
Comprehensive loss attributable to redeemable noncontrolling interests in FelCor LP	182			194
Comprehensive loss attributable to FelCor	$	(26,540	)	$	(28,157	)

The accompanying notes are an integral part of these consolidated financial statements. 

3

FELCOR LODGING TRUST INCORPORATED

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY

For the Three Months Ended March 31, 2013 and 2012

(unaudited, in thousands)

	Preferred Stock			Common Stock					Additional Paid-in Capital			Accumulated Other Comprehensive Income						Noncontrolling Interests in Other Partnerships
	Number of Shares	Amount		Number of Shares		Amount									Accumulated Deficit						Comprehensive Loss			Total Equity
Balance at December 31, 2011	12,948	$	478,774	124,281		$	1,243		$	2,353,251		$	25,738		$	(2,297,468	)	$	25,357					$	586,895
Amortization of stock awards	—	—		—		—			232			—			—			—						232
Forfeiture of stock awards	—	—		(63	)	(1		)	193			—			(199		)	—						(7		)
Conversion of operating partnership units into common shares	—	—		—		—			1			—			—			—						1
Allocation to redeemable noncontrolling interests	—	—		—		—			(230		)	—			—			—						(230		)
Contribution from noncontrolling interests	—	—		—		—			—			—			—			291						291
Distribution to noncontrolling interests	—	—		—		—			—			—			—			(455		)				(455		)
Other	—	—		—		—			—			—			(4		)	—						(4		)
Preferred dividends:
$0.4875 per Series A preferred share	—	—		—		—			—			—			(6,279		)	—						(6,279		)
$0.50 per Series C depositary preferred share	—	—		—		—			—			—			(3,399		)	—						(3,399		)
Comprehensive loss:
Foreign exchange translation	—	—		—		—			—			306			—			—			$	306
Net loss	—	—		—		—			—			—			(28,463		)	(202		)	(28,665		)
Comprehensive loss																					$	(28,359	)	(28,359		)
Balance at March 31, 2012	12,948	$	478,774	124,218		$	1,242		$	2,353,447		$	26,044		$	(2,335,812	)	$	24,991					$	548,686
Balance at December 31, 2012	12,948	$	478,774	124,117		$	1,241		$	2,353,581		$	26,039		$	(2,464,968	)	$	27,352					$	422,019
Issuance of stock awards	—	—		5		—			—			—			—			—						—
Amortization of stock awards	—	—		—		—			671			—			—			—						671
Allocation to redeemable noncontrolling interests	—	—		—		—			(977		)	—			—			—						(977		)
Contribution from noncontrolling interests	—	—		—		—			—			—			—			602						602
Distribution to noncontrolling interests	—	—		—		—			—			—			—			(284		)				(284		)
Preferred dividends:
$0.4875 per Series A preferred share	—	—		—		—			—			—			(6,279		)	—						(6,279		)
$0.50 per Series C depositary preferred share	—	—		—		—			—			—			(3,399		)	—						(3,399		)
Comprehensive loss:
Foreign exchange translation	—	—		—		—			—			(355		)	—			—			$	(355	)
Net loss	—	—		—		—			—			—			(26,185		)	(240		)	(26,425		)
Comprehensive loss																					$	(26,780	)	(26,780		)
Balance at March 31, 2013	12,948	$	478,774	124,122		$	1,241		$	2,353,275		$	25,684		$	(2,500,831	)	$	27,430					$	385,573

The accompanying notes are an integral part of these consolidated financial statements.

4

FELCOR LODGING TRUST INCORPORATED

CONSOLIDATED STATEMENTS OF CASH FLOWS

For the Three Months Ended March 31, 2013 and 2012

(unaudited, in thousands)

	Three Months Ended March 31,
	2013			2012
Cash flows from operating activities:
Net loss	$	(26,605	)	$	(28,861	)
Adjustments to reconcile net loss to net cash provided by operating activities:
Depreciation and amortization	31,570			32,992
Amortization of deferred financing fees and debt discount	2,694			4,487
Amortization of fixed stock and directors’ compensation	1,578			1,296
Equity in loss (income) from unconsolidated entities	(89		)	224
Distributions of income from unconsolidated entities	619			475
Debt extinguishment, net	—			7
Changes in assets and liabilities:
Accounts receivable	(8,903		)	(9,572		)
Other assets	(3,162		)	960
Accrued expenses and other liabilities	7,177			31,638
Net cash flow provided by operating activities	4,879			33,646
Cash flows from investing activities:
Improvements and additions to hotels	(23,342		)	(41,385		)
Hotel development	(8,260		)	(4,560		)
Payment of selling costs	(232		)	(413		)
Change in restricted cash – investing	825			885
Distributions from unconsolidated entities	1,685			403
Net cash used in investing activities	(29,324		)	(45,070		)
Cash flows from financing activities:
Proceeds from borrowings	84,245			36,000
Repayment of borrowings	(32,346		)	(9,372		)
Payment of deferred financing fees	(2,022		)	(996		)
Distributions paid to noncontrolling interests	(284		)	(455		)
Contributions from noncontrolling interests	602			291
Distributions paid to preferred stockholders	(9,678		)	(9,678		)
Net cash flow provided by financing activities	40,517			15,790
Effect of exchange rate changes on cash	(21		)	51
Net change in cash and cash equivalents	16,051			4,417
Cash and cash equivalents at beginning of periods	45,745			93,758
Cash and cash equivalents at end of periods	$	61,796		$	98,175
Supplemental cash flow information – interest paid, net of capitalized interest	$	7,013		$	5,665

The accompanying notes are an integral part of these consolidated financial statements.

5

FELCOR LODGING LIMITED PARTNERSHIP

CONSOLIDATED BALANCE SHEETS

(unaudited, in thousands)

	March 31,			December 31,
	2013			2012
Assets
Investment in hotels, net of accumulated depreciation of $948,095 and $929,298 at March 31, 2013 and December 31, 2012, respectively	$	1,787,016		$	1,794,564
Hotel development	156,081			146,079
Investment in unconsolidated entities	52,867			55,082
Cash and cash equivalents	61,796			45,745
Restricted cash	77,102			77,927
Accounts receivable, net of allowance for doubtful accounts of $243 and $469 at March 31, 2013 and December 31, 2012, respectively	34,293			25,383
Deferred expenses, net of accumulated amortization of $15,438 and $13,820 at March 31, 2013 and December 31, 2012, respectively	34,035			34,262
Other assets	26,096			23,391
Total assets	$	2,229,286		$	2,202,433
Liabilities and Partners’ Capital
Debt, net of discount of $8,985 and $10,318 at March 31, 2013 and December 31, 2012, respectively	$	1,683,756		$	1,630,525
Distributions payable	8,545			8,545
Accrued expenses and other liabilities	147,715			138,442
Total liabilities	1,840,016			1,777,512
Commitments and contingencies
Redeemable units, 621 units issued and outstanding at March 31, 2013 and December 31, 2012	3,697			2,902
Capital:
Preferred units:
Series A Cumulative Convertible Preferred Units, 12,880 units issued and outstanding at March 31, 2013 and December 31, 2012	309,362			309,362
Series C Cumulative Redeemable Preferred Units, 68 units issued and outstanding at March 31, 2013 and December 31, 2012	169,412			169,412
Common units, 124,122 and 124,117 units issued and outstanding at March 31, 2013 and December 31, 2012, respectively	(146,425		)	(110,258		)
Accumulated other comprehensive income	25,794			26,151
Total FelCor LP partners’ capital	358,143			394,667
Noncontrolling interests	27,430			27,352
Total partners’ capital	385,573			422,019
Total liabilities and partners’ capital	$	2,229,286		$	2,202,433

The accompanying notes are an integral part of these consolidated financial statements.

6

FELCOR LODGING LIMITED PARTNERSHIP

CONSOLIDATED STATEMENTS OF OPERATIONS

For the Three Months Ended March 31, 2013 and 2012

(unaudited, in thousands, except for per unit data)

	Three Months Ended
	March 31,
	2013			2012
Revenues:
Hotel operating revenue	$	220,291		$	207,690
Other revenue	399			275
Total revenues	220,690			207,965
Expenses:
Hotel departmental expenses	84,535			78,761
Other property-related costs	63,108			60,482
Management and franchise fees	9,654			9,778
Taxes, insurance and lease expense	22,667			21,710
Corporate expenses	7,832			8,212
Depreciation and amortization	31,570			30,068
Conversion expenses	628			—
Other expenses	821			963
Total operating expenses	220,815			209,974
Operating loss	(125		)	(2,009		)
Interest expense, net	(26,483		)	(30,814		)
Debt extinguishment	—			(7		)
Loss before equity in income (loss) from unconsolidated entities	(26,608		)	(32,830		)
Equity in income (loss) from unconsolidated entities	89			(224		)
Loss from continuing operations	(26,519		)	(33,054		)
Income (loss) from discontinued operations	(86		)	4,193
Net loss	(26,605		)	(28,861		)
Net loss attributable to noncontrolling interests	240			202
Net loss attributable to FelCor LP	(26,365		)	(28,659		)
Preferred distributions	(9,678		)	(9,678		)
Net loss attributable to FelCor LP common unitholders	$	(36,043	)	$	(38,337	)
Basic and diluted per common unit data:
Loss from continuing operations	$	(0.29	)	$	(0.34	)
Net loss	$	(0.29	)	$	(0.31	)
Basic and diluted weighted average common units outstanding	124,435			124,301

The accompanying notes are an integral part of these consolidated financial statements. 

7

FELCOR LODGING LIMITED PARTNERSHIP

CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS

For the Three Months Ended March 31, 2013 and 2012

(unaudited, in thousands)

	Three Months Ended
	March 31,
	2013			2012
Net loss	$	(26,605	)	$	(28,861	)
Foreign currency translation adjustment	(357		)	308
Comprehensive loss	(26,962		)	(28,553		)
Comprehensive loss attributable to noncontrolling interests	240			202
Comprehensive loss attributable to FelCor LP	$	(26,722	)	$	(28,351	)

The accompanying notes are an integral part of these consolidated financial statements.

8

FELCOR LODGING LIMITED PARTNERSHIP

CONSOLIDATED STATEMENTS OF PARTNERS’ CAPITAL

For the Three Months Ended March 31, 2013 and 2012

(unaudited, in thousands)

	Preferred Units		Common Units			Accumulated Other Comprehensive Income			Noncontrolling Interests			Comprehensive Loss			Total Partners’ Capital
Balance at December 31, 2011	$	478,774	$	56,916		$	25,848		$	25,357					$	586,895
FelCor restricted stock compensation	—		225			—			—						225
Contributions	—		—			—			291						291
Distributions	—		(9,678		)	—			(455		)				(10,133		)
Allocation to redeemable units	—		(35		)	—			—						(35		)
Other	—		(4		)	—			—						(4		)
Comprehensive loss:
Foreign exchange translation						308						$	308
Net loss			(28,659		)				(202		)	(28,861		)
Comprehensive loss												$	(28,553	)	(28,553		)
Balance at March 31, 2012	$	478,774	$	18,765		$	26,156		$	24,991					$	548,686
Balance at December 31, 2012	$	478,774	$	(110,258	)	$	26,151		$	27,352					$	422,019
FelCor restricted stock compensation	—		671			—			—						671
Contributions	—		—			—			602						602
Distributions	—		(9,678		)	—			(284		)				(9,962		)
Allocation to redeemable units	—		(795		)	—			—						(795		)
Comprehensive loss:
Foreign exchange translation						(357		)				$	(357	)
Net loss			(26,365		)				(240		)	(26,605		)
Comprehensive loss												$	(26,962	)	(26,962		)
Balance at March 31, 2013	$	478,774	$	(146,425	)	$	25,794		$	27,430					$	385,573

The accompanying notes are an integral part of these consolidated financial statements.

9

FELCOR LODGING LIMITED PARTNERSHIP

CONSOLIDATED STATEMENTS OF CASH FLOWS

For the Three Months Ended March 31, 2013 and 2012

(unaudited, in thousands)

	Three Months Ended March 31,
	2013			2012
Cash flows from operating activities:
Net loss	$	(26,605	)	$	(28,861	)
Adjustments to reconcile net loss to net cash provided by operating activities:
Depreciation and amortization	31,570			32,992
Amortization of deferred financing fees and debt discount	2,694			4,487
Amortization of fixed stock and directors’ compensation	1,578			1,296
Equity in loss (income) from unconsolidated entities	(89		)	224
Distributions of income from unconsolidated entities	619			475
Debt extinguishment, net	—			7
Changes in assets and liabilities:
Accounts receivable	(8,903		)	(9,572		)
Other assets	(3,162		)	960
Accrued expenses and other liabilities	7,177			31,638
Net cash flow provided by operating activities	4,879			33,646
Cash flows from investing activities:
Improvements and additions to hotels	(23,342		)	(41,385		)
Hotel development	(8,260		)	(4,560		)
Payment of selling costs	(232		)	(413		)
Change in restricted cash – investing	825			885
Distributions from unconsolidated entities	1,685			403
Net cash used in investing activities	(29,324		)	(45,070		)
Cash flows from financing activities:
Proceeds from borrowings	84,245			36,000
Repayment of borrowings	(32,346		)	(9,372		)
Payment of deferred financing fees	(2,022		)	(996		)
Distributions paid to noncontrolling interests	(284		)	(455		)
Contributions from noncontrolling interests	602			291
Distributions paid to preferred unitholders	(9,678		)	(9,678		)
Net cash flow provided by financing activities	40,517			15,790
Effect of exchange rate changes on cash	(21		)	51
Net change in cash and cash equivalents	16,051			4,417
Cash and cash equivalents at beginning of periods	45,745			93,758
Cash and cash equivalents at end of periods	$	61,796		$	98,175
Supplemental cash flow information – interest paid, net of capitalized interest	$	7,013		$	5,665

The accompanying notes are an integral part of these consolidated financial statements.

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FELCOR LODGING TRUST INCORPORATED AND FELCOR LODGING LIMITED PARTNERSHIP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1. Organization

FelCor Lodging Trust Incorporated (NYSE:FCH), or FelCor, is a Maryland corporation, operating as a real estate investment trust, or REIT.  FelCor is the sole general partner of, and the owner of a greater than 99.5% partnership interest in, FelCor Lodging Limited Partnership, or FelCor LP, through which we held ownership interests in 66 hotels in continuing operations with 18,993 rooms at March 31, 2013. At March 31, 2013, we had an aggregate of 124,743,167 shares and units outstanding, consisting of 124,121,786 shares of FelCor common stock and 621,381 FelCor LP units not owned by FelCor.

Of the 66 hotels included in continuing operations, we owned a 100% interest in 48 hotels, a 90% interest in entities owning three hotels, an 82% interest in an entity owning one hotel, a 60% interest in an entity owning one hotel and a 50% interest in entities owning 13 hotels. We consolidate our real estate interests in the 53 hotels in which we held majority interests, and we record the real estate interests of the 13 hotels in which we held 50% interests using the equity method. We leased 65 of the 66 hotels in continuing operations to our taxable REIT subsidiaries, of which we own a controlling interest. One50% owned hotel was operated without a lease. Because we owned controlling interests in these lessees, we consolidated our interests in these 65 hotels (which we refer to as our Consolidated Hotels) and reflect those hotels’ operating revenues and expenses in our statements of operations.  Of our Consolidated Hotels, we owned 50% of the real estate interests in each of 12 hotels (we accounted for the ownership in our real estate interests of these hotels by the equity method) and majority real estate interests in each of the remaining 53 hotels (we consolidate our real estate interest in these hotels).

The following table illustrates the distribution of our 65 Consolidated Hotels at March 31, 2013:

Brand	Hotels	Rooms
Embassy Suites Hotels®	35	9,116
Wyndham®and Wyndham Grand®	8	2,526
Holiday Inn®	5	1,862
Sheraton® and Westin®	5	1,882
DoubleTreeby Hilton®and Hilton®	6	1,450
Marriott® and Renaissance®	3	1,321
Fairmont®	1	383
Independent (Morgans and Royalton)	2	282
Total	65	18,822

At March 31, 2013, our Consolidated Hotels were located in the United States (64 hotels in 22 states) and Canada (one hotel in Ontario), with concentrations in California (14 hotels), Florida (8 hotels) and Texas (7 hotels). Approximately 55% of our revenue was generated from hotels in these three states during the first three months of 2013.

At March 31, 2013, of our 65 Consolidated Hotels: (i) subsidiaries of Hilton Hotels Corporation, or Hilton, managed 40 hotels, (ii) subsidiaries of Wyndham Hotel Group, or Wyndham, managed eight hotels, (iii) subsidiaries of InterContinental Hotels Group, or IHG, managed five hotels, (iv) subsidiaries of Starwood Hotels & Resorts Worldwide Inc., or Starwood, managed five hotels, (v) subsidiaries of Marriott International Inc., or Marriott, managed three hotels, (vi) a subsidiary of Fairmont Hotels and Resorts, or Fairmont, managed one hotel, (vii) a subsidiary of Morgans Hotel Group Corporation managed two hotels, and (viii) an independent management company managed one hotel.

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FELCOR LODGING TRUST INCORPORATED AND FELCOR LODGING LIMITED PARTNERSHIP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1.    Organization — (continued)

In addition to the above hotels, we own (through a 95% interest in a consolidated joint venture) the Knickerbocker, a former hotel and office building, that is being redeveloped as a 4+ star hotel in midtown Manhattan and is expected to open in early 2014.

Effective January 1, 2013, our hotels managed by Marriott are accounted for on a 12 month calendar year basis as compared to a fiscal year comprised of 52 or 53 weeks ending on the Friday closest to December 31, as done in 2012 and prior years. Our three-month period ending March 31, 2013 is reported on a three-month calendar basis for our Marriott-managed hotels, which is consistent with the reporting periods for our other managed hotels. However, our three-month period ending March 31, 2012 includes the results of operations for the Marriott-managed hotels for the 12 week period ending March 23, 2012. Prior year results have not been restated to reflect the reporting period transition as we do not believe the change in periods would result in a material difference for comparison of results year over year.

The information in our consolidated financial statements for the three months ended March 31, 2013 and 2012 is unaudited. Preparing financial statements in conformity with accounting principles generally accepted in the United States of America, or GAAP, requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates. The accompanying financial statements for the three months ended March 31, 2013 and 2012, include adjustments based on management’s estimates (consisting of normal and recurring accruals), which we consider necessary for a fair presentation of the results for the periods. The financial information should be read in conjunction with the consolidated financial statements for the year ended December 31, 2012, included in our Annual Report on Form 10-K. Operating results for the three months ended March 31, 2013 are not necessarily indicative of actual operating results for the entire year.

2. Investment in Unconsolidated Entities

We owned 50% interests in joint ventures that owned 13 hotels at March 31, 2013 and December 31, 2012.  We also own 50% interests in entities that own real estate in Myrtle Beach, South Carolina and provide condominium management services.  We account for our investments in these unconsolidated entities under the equity method.  We do not have any majority-owned subsidiaries that are not consolidated in our financial statements.  We make adjustments to our equity in income from unconsolidated entities related to the difference between our basis in investment in unconsolidated entities compared to the historical basis of the assets recorded by the joint ventures.

The following table summarizes combined balance sheet information for our unconsolidated entities (in thousands):

	March 31,		December 31,
	2013		2012
Investment in hotels, net of accumulated depreciation	$	151,132	$	155,888
Total assets	$	164,478	$	170,477
Debt	$	147,886	$	148,395
Total liabilities	$	151,640	$	154,139
Equity	$	12,838	$	16,338

Our unconsolidated entities’ debt at March 31, 2013 and December 31, 2012 consisted entirely of non-recourse mortgage debt. In January 2012, one of our unconsolidated joint ventures refinanced $130 million of debt and extended the maturity until 2014.

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FELCOR LODGING TRUST INCORPORATED AND FELCOR LODGING LIMITED PARTNERSHIP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

2. Investment in Unconsolidated Entities — (continued)

The following table sets forth summarized combined statement of operations information for our unconsolidated entities (in thousands):

	Three Months Ended March 31,
	2013			2012
Total revenues	$	13,608		$	10,989
Net income	$	1,108		$	481
Net income attributable to FelCor	$	554		$	241
Depreciation of cost in excess of book value	(465		)	(465		)
Equity in income (loss) from unconsolidated entities	$	89		$	(224	)

The following table summarizes the components of our investment in unconsolidated entities (in thousands):

	March 31,			December 31,
	2013			2012
Hotel-related investments	$	(886	)	$	246
Cost in excess of book value of hotel investments	46,448			46,913
Land and condominium investments	7,305			7,923
	$	52,867		$	55,082

The following table summarizes the components of our equity in income (loss) from unconsolidated entities (in thousands):

	Three Months Ended
	March 31,
	2013			2012
Hotel investments	$	708		$	405
Other investments	(619		)	(629		)
Equity in income (loss) from unconsolidated entities	$	89		$	(224	)

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FELCOR LODGING TRUST INCORPORATED AND FELCOR LODGING LIMITED PARTNERSHIP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

3. Debt

Consolidated debt consisted of the following (dollars in thousands):

	Encumbered	Interest	Maturity	March 31,		December 31,
	Hotels	Rate (%)	Date	2013		2012
Line of credit	9	L + 3.375	June 2016(a)	$	109,000	$	56,000
Hotel mortgage debt
Mortgage debt(b)	5	6.66	June - August 2014	64,906		65,431
Mortgage debt	1	5.81	July 2016	10,280		10,405
Mortgage debt(b)	4	4.95	October 2022	127,733		128,066
Mortgage debt	1	4.94	October 2022	32,057		32,176
Senior notes
Senior secured notes	6	6.75	June 2019	525,000		525,000
Senior secured notes	10	5.625	March 2023	525,000		525,000
Senior secured notes(c)	11	10.00	October 2014	224,919		223,586
Other(d)	—	L + 1.25	May 2016	64,861		64,861
Total	47			$	1,683,756	$	1,630,525

(a) Our $225 million line of credit can be extended for one year (to 2017), subject to satisfying certain conditions.

(b) This debt is comprised of separate non-cross-collateralized loans each secured by a mortgage of a different hotel.

(c) We originally issued $636 million (face amount) of these notes. After redemptions in 2011 and 2012, $234 million (face amount) of these notes were outstanding at March 31, 2013. These notes were initially sold at a discount that provided an effective yield of 12.875% before transaction costs.

(d) This loan is related to our Knickerbocker development project and is fully secured by restricted cash and a mortgage. Because we were able to assume an existing loan when we purchased this hotel, we were not required to pay any local mortgage recording tax. This loan, which allows us to borrow up to $85 million, can be extended for one year subject to satisfying certain conditions.

We reported $26.5 million and $30.8 million of interest expense for the three months ended March 31, 2013 and 2012, respectively, which is net of: (i) interest income of $22,000 and $48,000 and (ii) capitalized interest of $2.8 million and $3.3 million, respectively.

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FELCOR LODGING TRUST INCORPORATED AND FELCOR LODGING LIMITED PARTNERSHIP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

4. Hotel Operating Revenue, Departmental Expenses, and Other Property-Related Costs

Hotel operating revenue from continuing operations was comprised of the following (in thousands):

	Three Months Ended
	March 31,
	2013		2012
Room revenue	$	170,379	$	161,779
Food and beverage revenue	38,464		34,821
Other operating departments	11,448		11,090
Total hotel operating revenue	$	220,291	$	207,690

Nearly all of our revenue is comprised of hotel operating revenue.  These revenues are recorded net of any sales or occupancy taxes collected from our guests. All rebates or discounts are recorded, when allowed, as a reduction in revenue, and there are no material contingent obligations with respect to rebates or discounts offered by us.  All revenues are recorded on an accrual basis, as earned.  Appropriate allowances are made for doubtful accounts, which are recorded as a bad debt expense.  The remainder of our revenue was derived from other sources.

Hotel departmental expenses from continuing operations were comprised of the following (in thousands):

	Three Months Ended March 31,
	2013				2012
	Amount		% of Total Hotel Operating Revenue		Amount		% of Total Hotel Operating Revenue
Room	$	47,593	21.6	%	$	44,971	21.7	%
Food and beverage	31,462		14.3		28,345		13.6
Other operating departments	5,480		2.5		5,445		2.6
Total hotel departmental expenses	$	84,535	38.4	%	$	78,761	37.9	%

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FELCOR LODGING TRUST INCORPORATED AND FELCOR LODGING LIMITED PARTNERSHIP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

4. Hotel Operating Revenue, Departmental Expenses, and Other Property-Related Costs— (continued)

Other property-related costs from continuing operations were comprised of the following amounts (in thousands):

	Three Months Ended March 31,
	2013				2012
	Amount		% of Total Hotel Operating Revenue		Amount		% of Total Hotel Operating Revenue
Hotel general and administrative expense	$	21,162	9.6	%	$	20,107	9.7	%
Marketing	20,274		9.2		19,258		9.3
Repair and maintenance	12,238		5.6		11,738		5.7
Utilities	9,434		4.2		9,379		4.4
Total other property-related costs	$	63,108	28.6	%	$	60,482	29.1	%

5. Taxes, Insurance and Lease Expense

Taxes, insurance and lease expense from continuing operations were comprised of the following (in thousands):

	Three Months Ended
	March 31,
	2013		2012
Hotel lease expense(a)	$	9,558	$	9,193
Land lease expense(b)	2,394		2,387
Real estate and other taxes	7,938		7,871
Property insurance, general liability insurance and other	2,777		2,259
Total taxes, insurance and lease expense	$	22,667	$	21,710

(a) Hotel lease expense is recorded by the consolidated operating lessees of 12 hotels owned by unconsolidated entities and is partially (generally 49%) offset through noncontrolling interests in other partnerships.  Our 50% share of the corresponding lease income is recorded through equity in income from unconsolidated entities.  Hotel lease expense includes percentage rent of $4.1 million and $3.8 million for the three months ended March 31, 2013 and 2012, respectively.

(b) Land lease expense includes percentage rent of $968,000 and $915,000 for the three months ended March 31, 2013 and 2012, respectively.

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FELCOR LODGING TRUST INCORPORATED AND FELCOR LODGING LIMITED PARTNERSHIP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

6. Impairment

Our hotels are comprised of operations and cash flows that can clearly be distinguished, operationally and for financial reporting purposes, from the remainder of our operations.  Accordingly, we consider our hotels to be components for purposes of determining impairment charges and reporting discontinued operations.

We may record impairment charges if operating results of individual hotels are materially different from our forecasts, if the economy and/or lodging industry weakens, or if we shorten our contemplated holding period for additional hotels. We had no impairments during the three months ended March 31, 2013 and 2012.

7. Discontinued Operations

Discontinued operations include results of operations for ten hotels sold in 2012. The following table summarizes the condensed financial information for those hotels (in thousands):

	Three Months Ended
	March 31,
	2013			2012
Hotel operating revenue	$	—		$	27,840
Operating expenses	(86		)	(22,699		)
Operating income (loss) from discontinued operations	(86		)	5,141
Interest expense, net	—			(948		)
Income (loss) from discontinued operations	$	(86	)	$	4,193

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FELCOR LODGING TRUST INCORPORATED AND FELCOR LODGING LIMITED PARTNERSHIP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

8. Loss Per Share/Unit

The following tables set forth the computation of basic and diluted income loss per share/unit (in thousands, except per share/unit data):

FelCor Loss Per Share

	Three Months Ended
	March 31,
	2013			2012
Numerator:
Net loss attributable to FelCor	$	(26,185	)	$	(28,463	)
Discontinued operations attributable to FelCor	86			(4,172		)
Loss from continuing operations attributable to FelCor	(26,099		)	(32,635		)
Less: Preferred dividends	(9,678		)	(9,678		)
Numerator for continuing operations attributable to FelCor common stockholders	(35,777		)	(42,313		)
Discontinued operations attributable to FelCor	(86		)	4,172
Numerator for basic and diluted loss attributable to FelCor common stockholders	$	(35,863	)	$	(38,141	)
Denominator:
Denominator for basic and diluted loss per share	123,814			123,665
Basic and diluted loss per share data:
Loss from continuing operations	$	(0.29	)	$	(0.34	)
Discontinued operations	$	—		$	0.03
Net loss	$	(0.29	)	$	(0.31	)

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FELCOR LODGING TRUST INCORPORATED AND FELCOR LODGING LIMITED PARTNERSHIP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

8. Loss Per Share/Unit — (continued)

FelCor LP Loss Per Unit

	Three Months Ended
	March 31,
	2013			2012
Numerator:
Net loss attributable to FelCor LP	$	(26,365	)	$	(28,659	)
Discontinued operations attributable to FelCor LP	86			(4,193		)
Loss from continuing operations attributable to FelCor LP	(26,279		)	(32,852		)
Less: Preferred distributions	(9,678		)	(9,678		)
Numerator for continuing operations attributable to FelCor LP common unitholders	(35,957		)	(42,530		)
Discontinued operations attributable to FelCor LP	(86		)	4,193
Numerator for basic and diluted loss attributable to FelCor common unitholders	$	(36,043	)	$	(38,337	)
Denominator:
Denominator for basic and diluted loss per unit	124,435			124,301
Basic and diluted loss per unit data:
Loss from continuing operations	$	(0.29	)	$	(0.34	)
Discontinued operations	$	—		$	0.03
Net loss	$	(0.29	)	$	(0.31	)

Securities that could potentially dilute earnings per share/unit in the future that were not included in the computation of diluted loss per share/unit, because they would have been antidilutive for the periods presented, are as follows (in thousands):

	Three Months Ended
	March 31,
	2013	2012
Series A convertible preferred shares/units	9,985	9,985
FelCor restricted stock units	167	—

Series A preferred dividends (distributions) that would be excluded from net loss attributable to FelCor common stockholders (or FelCor LP common unitholders), if these Series A preferred shares/units were dilutive, were $6.3 million for the three months ended March 31, 2013 and 2012.

In February 2013, our executive officers were granted restricted stock units providing them with the potential to earn up to 1,250,000 common shares vesting in three increments over four years based on total stockholder return, relative to a group of 10 lodging REIT peers. The fixed cost of these grants are being amortized over the vesting period, and the potential impact of these restricted stock units on our earnings per share, had they been dilutive, was calculated using the treasury stock method.

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FELCOR LODGING TRUST INCORPORATED AND FELCOR LODGING LIMITED PARTNERSHIP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

9. Fair Value of Financial Instruments

Disclosures about fair value of our financial instruments are based on pertinent information available to management as of March 31, 2013.  Considerable judgment is necessary to interpret market data and develop estimated fair value.  Accordingly, the estimates presented herein are not necessarily indicative of the amounts that we could realize on disposition of the financial instruments.  The use of different market assumptions and/or estimation methodologies may have a material effect on estimated fair value amounts.

Our estimates of the fair value of (i) cash and cash equivalents, restricted cash, accounts receivable, accounts payable and accrued expenses approximate carrying value due to the relatively short maturity of these instruments; (ii) our publicly-traded debt is based on observable market data (a Level 2 input) and has an estimated fair value of $1.4 billion at March 31, 2013 and $1.3 billion at December 31, 2012; and (iii) our debt that is not publicly-traded is based on a discounted cash flow model using effective borrowing rates for debt with similar terms, loan to estimated fair value of collateral and remaining maturities (a Level 3 input) and has an estimated fair value of $423.3 million and $369.6 million at March 31, 2013 and December 31, 2012, respectively. The estimated fair value of all our debt was $1.8 billion and $1.7 billion at March 31, 2013 and December 31, 2012, respectively. The carrying value of our debt was $1.7 billion and $1.6 billion at March 31, 2013 and December 31, 2012, respectively.

10. Redeemable Noncontrolling Interests in FelCor LP / Redeemable Units

We record redeemable noncontrolling interests in FelCor LP, in the case of FelCor, and redeemable units, in the case of FelCor LP, in the mezzanine section (between liabilities and equity or partners’ capital) of our consolidated balance sheets because of the redemption feature of these units. Additionally, FelCor’s consolidated statements of operations separately present earnings attributable to redeemable noncontrolling interests.  We adjust redeemable noncontrolling interests in FelCor LP (or redeemable units) each period to reflect the greater of its carrying value based on the accumulation of historical cost or its redemption value.  The historical cost is based on the proportionate relationship between the carrying value of equity associated with FelCor’s common stockholders relative to that of FelCor LP’s unitholders.  Redemption value is based on the closing price of FelCor’s common stock at period end. FelCor allocates net income (loss) to FelCor LP’s noncontrolling partners based on their weighted average ownership percentage during the period.  

At March 31, 2013, we had 621,381 limited partnership units outstanding. We carried 367,647 outstanding limited partner units (which were issued in May 2011) at $2.2 million, and the remaining 253,734 outstanding units of limited partner interest were carried at $1.5 million. The current value of the outstanding units is based on the closing price of FelCor’s common stock at March 31, 2013 ($5.95 per share).

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FELCOR LODGING TRUST INCORPORATED AND FELCOR LODGING LIMITED PARTNERSHIP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

10. Redeemable Noncontrolling Interests in FelCor LP / Redeemable Units - (continued)

Changes in redeemable noncontrolling interests (or redeemable units) for the three months ended March 31, 2013 and 2012 are shown below (in thousands):

	Three Months Ended
	March 31,
	2013			2012
Balance at beginning of period	$	2,902		$	3,026
Conversion of units	—			(1		)
Redemption value allocation	977			230
Comprehensive loss:
Foreign exchange translation	(2		)	2
Net loss	(180		)	(196		)
Balance at end of period	$	3,697		$	3,061

11. FelCor LP’s Consolidating Financial Information

Certain of FelCor LP’s 100% owned subsidiaries (FCH/PSH, L.P.; FelCor Baton Rouge Owner, L.L.C.; FelCor/CMB Buckhead Hotel, L.L.C.; FelCor/CMB Marlborough Hotel, L.L.C.; FelCor/CMB Orsouth Holdings, L.P.; FelCor/CMB SSF Holdings, L.P.; FelCor/CSS Holdings, L.P.; FelCor Dallas Love Field Owner, L.L.C.; FelCor Lodging Holding Company, L.L.C.; FelCor Milpitas Owner, L.L.C.; FelCor TRS Borrower 4, L.L.C.; FelCor TRS Holdings, L.L.C.; FelCor Canada Co.; FelCor Hotel Asset Company, L.L.C.; FelCor Copley Plaza, L.L.C.; FelCor St. Pete (SPE), L.L.C.; FelCor Esmeralda (SPE), L.L.C.; FelCor S-4 Hotels (SPE), L.L.C.; Los Angeles International Airport Hotel Associates, a Texas L.P.; Madison 237 Hotel, L.L.C.; Myrtle Beach Owner, L.L.C.; and Royalton 44 Hotel, L.L.C., collectively, “Subsidiary Guarantors”), together with FelCor, guarantee, fully and unconditionally, except where subject to customary release provisions as described below, and jointly and severally, our senior debt.

The guarantees by the Subsidiary Guarantors may be automatically and unconditionally released upon (1) the sale or other disposition of all of the capital stock of the Subsidiary Guarantor or the sale or disposition of all or substantially all of the assets of the Subsidiary Guarantor, (2) the consolidation or merger of any such Subsidiary Guarantor with any person other than FelCor LP, or a subsidiary of FelCor LP, if, as a result of such consolidation or merger, such Subsidiary Guarantor ceases to be a subsidiary of FelCor LP, (3) a legal defeasance or covenant defeasance of the indenture, (4) the unconditional and complete release of such Subsidiary Guarantor in accordance with the modification and waiver provisions of the indenture, or (5) the designation of a restricted subsidiary that is a Subsidiary Guarantor as an unrestricted subsidiary under and in compliance with the indenture.

The following tables present consolidating information for the Subsidiary Guarantors.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

11. FelCor LP’s Consolidating Financial Information – (continued)

FELCOR LODGING LIMITED PARTNERSHIP

CONDENSED CONSOLIDATING BALANCE SHEET

March 31, 2013

(in thousands)

	FelCor LP			Subsidiary Guarantors			Non-Guarantor Subsidiaries		Eliminations			Total Consolidated
Net investment in hotels	$	66,695		$	1,078,564		$	641,757	$	—		$	1,787,016
Hotel development	—			—			156,081		—			156,081
Equity investment in consolidated entities	1,529,937			—			—		(1,529,937		)	—
Investment in unconsolidated entities	40,758			10,719			1,390		—			52,867
Cash and cash equivalents	13,758			41,335			6,703		—			61,796
Restricted cash	—			8,123			68,979		—			77,102
Accounts receivable, net	73			33,473			747		—			34,293
Deferred expenses, net	23,048			—			10,987		—			34,035
Other assets	8,214			12,278			5,604		—			26,096
Total assets	$	1,682,483		$	1,184,492		$	892,248	$	(1,529,937	)	$	2,229,286
Debt, net	$	1,274,919		$	—		$	408,837	$	—		$	1,683,756
Distributions payable	8,545			—			—		—			8,545
Accrued expenses and other liabilities	37,179			102,571			7,965		—			147,715
Total liabilities	1,320,643			102,571			416,802		—			1,840,016
Redeemable units	3,697			—			—		—			3,697
Preferred units	478,774			—			—		—			478,774
Common units	(120,631		)	1,056,633			447,510		(1,529,937		)	(146,425		)
Accumulated other comprehensive income	—			25,794			—		—			25,794
Total FelCor LP partners’ capital	358,143			1,082,427			447,510		(1,529,937		)	358,143
Noncontrolling interests	—			(506		)	27,936		—			27,430
Total partners’ capital	358,143			1,081,921			475,446		(1,529,937		)	385,573
Total liabilities and partners’ capital	$	1,682,483		$	1,184,492		$	892,248	$	(1,529,937	)	$	2,229,286

22

FELCOR LODGING TRUST INCORPORATED AND FELCOR LODGING LIMITED PARTNERSHIP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

11. FelCor LP’s Consolidating Financial Information – (continued)

FELCOR LODGING LIMITED PARTNERSHIP

CONDENSED CONSOLIDATING BALANCE SHEET

December 31, 2012

(in thousands)

	FelCor LP			Subsidiary Guarantors			Non-Guarantor Subsidiaries		Eliminations			Total Consolidated
Net investment in hotels	$	66,945		$	1,102,262		$	625,357	$	—		$	1,794,564
Hotel development	—			—			146,079		—			146,079
Equity investment in consolidated entities	1,551,377			—			—		(1,551,377		)	—
Investment in unconsolidated entities	42,508			11,173			1,401		—			55,082
Cash and cash equivalents	8,312			30,425			7,008		—			45,745
Restricted cash	—			9,186			68,741		—			77,927
Accounts receivable, net	96			24,432			855		—			25,383
Deferred expenses, net	22,657			—			11,605		—			34,262
Other assets	8,122			10,322			4,947		—			23,391
Total assets	$	1,700,017		$	1,187,800		$	865,993	$	(1,551,377	)	$	2,202,433
Debt, net	$	1,273,587		$	—		$	356,938	$	—		$	1,630,525
Distributions payable	8,545			—			—		—			8,545
Accrued expenses and other liabilities	20,316			95,986			22,140		—			138,442
Total liabilities	1,302,448			95,986			379,078		—			1,777,512
Redeemable units	2,902			—			—		—			2,902
Preferred units	478,774			—			—		—			478,774
Common units	(84,107		)	1,065,938			459,288		(1,551,377		)	(110,258		)
Accumulated other comprehensive income	—			26,151			—		—			26,151
Total FelCor LP partners’ capital	394,667			1,092,089			459,288		(1,551,377		)	394,667
Noncontrolling interests	—			(275		)	27,627		—			27,352
Total partners’ capital	394,667			1,091,814			486,915		(1,551,377		)	422,019
Total liabilities and partners’ capital	$	1,700,017		$	1,187,800		$	865,993	$	(1,551,377	)	$	2,202,433

23

FELCOR LODGING TRUST INCORPORATED AND FELCOR LODGING LIMITED PARTNERSHIP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

11.    FelCor LP’s Consolidating Financial Information – (continued)

FELCOR LODGING LIMITED PARTNERSHIP

CONDENSEDCONSOLIDATING STATEMENT OF OPERATIONS

For the Three Months Ended March 31, 2013

(in thousands)

	FelCor LP			Subsidiary Guarantors			Non-Guarantor Subsidiaries			Eliminations			Total Consolidated
Revenues:
Hotel operating revenue	$	—		$	220,291		$	—		$	—		$	220,291
Percentage lease revenue	1,262			—			26,438			(27,700		)	—
Other revenue	3			333			63			—			399
Total revenues	1,265			220,624			26,501			(27,700		)	220,690
Expenses:
Hotel operating expenses	—			157,297			—			—			157,297
Taxes, insurance and lease expense	304			46,421			3,642			(27,700		)	22,667
Corporate expenses	109			5,543			2,180			—			7,832
Depreciation and amortization	1,250			17,949			12,371			—			31,570
Conversion expenses	20			391			217			—			628
Other expenses	23			517			281			—			821
Total operating expenses	1,706			228,118			18,691			(27,700		)	220,815
Operating loss	(441		)	(7,494		)	7,810			—			(125		)
Interest expense, net	(21,604		)	(303		)	(4,576		)	—			(26,483		)
Loss before equity in income from unconsolidated entities	(22,045		)	(7,797		)	3,234			—			(26,608		)
Equity in income from consolidated entities	(4,625		)	—			—			4,625			—
Equity in income from unconsolidated entities	305			(205		)	(11		)	—			89
Loss from continuing operations	(26,365		)	(8,002		)	3,223			4,625			(26,519		)
Loss from discontinued operations	—			(86		)	—			—			(86		)
Net loss	(26,365		)	(8,088		)	3,223			4,625			(26,605		)
Loss attributable to noncontrolling interests	—			256			(16		)	—			240
Net loss attributable to FelCor LP	(26,365		)	(7,832		)	3,207			4,625			(26,365		)
Preferred distributions	(9,678		)	—			—			—			(9,678		)
Net loss attributable to FelCor LP common unitholders	$	(36,043	)	$	(7,832	)	$	3,207		$	4,625		$	(36,043	)

24

FELCOR LODGING TRUST INCORPORATED AND FELCOR LODGING LIMITED PARTNERSHIP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

11.    FelCor LP’s Consolidating Financial Information – (continued)

FELCOR LODGING LIMITED PARTNERSHIP

CONDENSEDCONSOLIDATING STATEMENT OF OPERATIONS

For the Three Months Ended March 31, 2012

(in thousands)

	FelCor LP			Subsidiary Guarantors			Non-Guarantor Subsidiaries			Eliminations			Total Consolidated
Revenues:
Hotel operating revenue	$	—		$	207,690		$	—		$	—		$	207,690
Percentage lease revenue	1,248			—			30,534			(31,782		)	—
Other revenue	1			219			55			—			275
Total revenues	1,249			207,909			30,589			(31,782		)	207,965
Expenses:
Hotel operating expenses	—			149,021			—			—			149,021
Taxes, insurance and lease expense	303			48,997			4,192			(31,782		)	21,710
Corporate expenses	1,844			3,958			2,410			—			8,212
Depreciation and amortization	1,131			15,464			13,473			—			30,068
Other expenses	418			508			37			—			963
Total operating expenses	3,696			217,948			20,112			(31,782		)	209,974
Operating loss	(2,447		)	(10,039		)	10,477			—			(2,009		)
Interest expense, net	(21,077		)	(4,464		)	(5,273		)	—			(30,814		)
Debt extinguishment	(7		)	—			—			—			(7		)
Loss before equity in loss from unconsolidated entities	(23,531		)	(14,503		)	5,204			—			(32,830		)
Equity in income from consolidated entities	(5,138		)	—			—			5,138			—
Equity in loss from unconsolidated entities	32			(245		)	(11		)	—			(224		)
Loss from continuing operations	(28,637		)	(14,748		)	5,193			5,138			(33,054		)
Income from discontinued operations	(22		)	(108		)	4,323			—			4,193
Net loss	(28,659		)	(14,856		)	9,516			5,138			(28,861		)
Loss attributable to noncontrolling interests	—			265			(63		)	—			202
Net loss attributable to FelCor LP	(28,659		)	(14,591		)	9,453			5,138			(28,659		)
Preferred distributions	(9,678		)	—			—			—			(9,678		)
Net loss attributable to FelCor LP common unitholders	$	(38,337	)	$	(14,591	)	$	9,453		$	5,138		$	(38,337	)

25

FELCOR LODGING TRUST INCORPORATED AND FELCOR LODGING LIMITED PARTNERSHIP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

11.    FelCor LP’s Consolidating Financial Information – (continued)

FELCOR LODGING LIMITED PARTNERSHIP

CONDENSED CONSOLIDATING STATEMENT OF COMPREHENSIVE LOSS

For the Three Months Ended March 31, 2013

(in thousands)

	FelCor LP			Subsidiary Guarantors			Non-Guarantor Subsidiaries			Eliminations		Total Consolidated
Net loss	$	(26,365	)	$	(8,088	)	$	3,223		$	4,625	$	(26,605	)
Foreign currency translation adjustment	—			(357		)	—			—		(357		)
Comprehensive loss	(26,365		)	(8,445		)	3,223			4,625		(26,962		)
Comprehensive loss attributable to noncontrolling interests	—			256			(16		)	—		240
Comprehensive loss attributable to FelCor LP	$	(26,365	)	$	(8,189	)	$	3,207		$	4,625	$	(26,722	)

FELCOR LODGING LIMITED PARTNERSHIP

CONDENSED CONSOLIDATING STATEMENT OF COMPREHENSIVE LOSS

For the Three Months Ended March 31, 2012

(in thousands)

	FelCor LP			Subsidiary Guarantors			Non-Guarantor Subsidiaries			Eliminations		Total Consolidated
Net loss	$	(28,659	)	$	(14,856	)	$	9,516		$	5,138	$	(28,861	)
Foreign currency translation adjustment	—			308			—			—		308
Comprehensive loss	(28,659		)	(14,548		)	9,516			5,138		(28,553		)
Comprehensive loss attributable to noncontrolling interests	—			265			(63		)	—		202
Comprehensive loss attributable to FelCor LP	$	(28,659	)	$	(14,283	)	$	9,453		$	5,138	$	(28,351	)

26

FELCOR LODGING TRUST INCORPORATED AND FELCOR LODGING LIMITED PARTNERSHIP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

11.    FelCor LP’s Consolidating Financial Information – (continued)

FELCOR LODGING LIMITED PARTNERSHIP

CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS

For the Three Months Ended March 31, 2013

(in thousands)

	FelCor LP			Subsidiary Guarantors			Non-Guarantor Subsidiaries			Eliminations			Total Consolidated
Operating activities:
Cash flows from operating activities	$	(3,904	)	$	6,447		$	2,336		$	—		$	4,879
Investing activities:
Improvements and additions to hotels	(142		)	(14,312		)	(8,888		)	—			(23,342		)
Hotel development	—			—			(8,260		)	—			(8,260		)
Payment of selling costs	—			(17		)	(215		)	—			(232		)
Distributions from unconsolidated entities	1,435			250			—			—			1,685
Intercompany financing	19,554			—			—			(19,554		)	—
Other	—			1,746			(921		)	—			825
Cash flows from investing activities	20,847			(12,333		)	(18,284		)	(19,554		)	(29,324		)
Financing activities:
Proceeds from borrowings	—			—			84,245			—			84,245
Repayment of borrowings	—			—			(32,346		)	—			(32,346		)
Distributions paid to preferred unitholders	(9,678		)	—			—			—			(9,678		)
Intercompany financing	—			16,792			(36,346		)	19,554			—
Other	(1,819		)	25			90			—			(1,704		)
Cash flows from financing activities	(11,497		)	16,817			15,643			19,554			40,517
Effect of exchange rate changes on cash	—			(21		)	—			—			(21		)
Change in cash and cash equivalents	5,446			10,910			(305		)	—			16,051
Cash and cash equivalents at beginning of period	8,312			30,425			7,008			—			45,745
Cash and cash equivalents at end of period	$	13,758		$	41,335		$	6,703		$	—		$	61,796

27

FELCOR LODGING TRUST INCORPORATED AND FELCOR LODGING LIMITED PARTNERSHIP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

11.    FelCor LP’s Consolidating Financial Information – (continued)

FELCOR LODGING LIMITED PARTNERSHIP

CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS

For the Three Months Ended March 31, 2012

(in thousands)

	FelCor LP			Subsidiary Guarantors			Non-Guarantor Subsidiaries			Eliminations			Total Consolidated
Operating activities:
Cash flows from operating activities	$	828		$	6,489		$	26,329		$	—		$	33,646
Investing activities:
Improvements and additions to hotels	(5,181		)	(22,731		)	(13,473		)	—			(41,385		)
Hotel development	—			—			(4,560		)	—			(4,560		)
Distributions from unconsolidated entities	403			—			—			—			403
Intercompany financing	27,514			—			—			(27,514		)	—
Other	(15		)	1,879			(1,392		)	—			472
Cash flows from investing activities	22,721			(20,852		)	(19,425		)	(27,514		)	(45,070		)
Financing activities:
Proceeds from borrowings	—			—			36,000			—			36,000
Repayment of borrowings	(96		)	(215		)	(9,061		)	—			(9,372		)
Distributions paid to preferred unitholders	(9,678		)	—			—			—			(9,678		)
Intercompany financing	—			5,277			(32,791		)	27,514			—
Other	—			—			(1,160		)	—			(1,160		)
Cash flows from financing activities	(9,774		)	5,062			(7,012		)	27,514			15,790
Effect of exchange rate changes on cash	—			51			—			—			51
Change in cash and cash equivalents	13,775			(9,250		)	(108		)	—			4,417
Cash and cash equivalents at beginning of period	23,503			67,001			3,254			—			93,758
Cash and cash equivalents at end of period	$	37,278		$	57,751		$	3,146		$	—		$	98,175

28

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

General

Our revenue per available room (“RevPar”) grew 5.5% in the first three months of 2013 compared to the same period in 2012, driven primarily by a 5.0% increase in average daily rate (“ADR”) over the prior year period, coupled with a slight improvement in occupancy, which improved 30 basis points from the prior year. Demand growth remains strong and supply growth remains historically low, which will provide for sustainable RevPAR growth throughout 2013.

In the first quarter of 2013, we made progress on our strategic plan:

• In March, we re-branded and transitioned management at eight core Holiday Inn hotels located in strategic markets to Wyndham brands. Wyndham Worldwide Corporation is providing a $100 million performance guaranty over the initial 10-year term of the agreement, with an annual guaranty of up to $21.5 million, that ensures a minimum annual NOI for the eight hotels. In addition, the management fee structure is more consistent with prevailing industry practices, and we expect to save approximately $50 million in management fees over the initial term. The guaranty protects approximately 20% of our core hotel-level EBITDA from future lodging cycle fluctuations, in addition to ensuring a return on investment that is superior to the hotels’ historical performance.

• To date, we have sold 19 of 39 non-strategic hotels as part of our portfolio repositioning plan. We are currently marketing 11 non-strategic hotels and are evaluating offers or have agreed to sell six of those 11, including one under contract. The other nine non-strategic hotels are owned by joint ventures, and we are progressing on discussions with our partners to facilitate marketing those properties.

Results of Operations

Comparison of the Three Months ended March 31, 2013 and 2012

For the three months ended March 31, 2013, we recorded a$26.6 million net loss compared to a $28.9 million loss for the same period in 2012.

• Total revenue was $220.7 million, 6.1% more than 2012. The increase was driven by a 5.5%increase in same-store RevPAR (6.7% for our core hotels and 1.2% for our non-strategic hotels), reflecting a 5.0%increase in ADR and a 30 basis point increase in occupancy.

• Hotel departmental expenses increased $5.8 million. As a percentage of total revenue, hotel departmental expenses increased from 37.9% to 38.3% in the current period. This increase was primarily driven by the re-opening of our food and beverage outlets at the Fairmont Copley Plaza. Food and beverage operations generally have much higher expenses as a percent of revenue than the rooms department.

• Other property-related costs increased $2.6 million due to a combination of higher costs associated with our sales efforts and marketing programs, in addition to higher credit card commissions resulting from a shift in customer mix at our hotels. As a percentage of total revenue, other property-related costs decreased from 29.1% to 28.6%. This improvement primarily reflects revenue increases driven by ADR as opposed to occupancy.

• Management and franchise fees decreased $124,000. While revenue increased in 2013, fees declined as a result of fewer properties paying incentive fees and converting eight hotels to

29

Wyndham brands and management on March 1, 2013. Wyndham charges lower management fees than the prior management company. As a percentage of total revenue, these costs decreased from 4.7% to 4.4% from the same period in 2012.

• Taxes, insurance and lease expense increased $1.0 million and remained relatively flat as a percentage of total revenue. The increase in expense reflects a combination of increased percentage lease expense (computed as a percentage of hotel revenues in excess of base rent; as revenue increases, percentage rent increases at a faster rate), higher property taxes (due to reductions received last year after appeals), and an increase in general liability insurance (due to a more favorable claims experience last year).

• Corporate expenses decreased $380,000 (decreasing as a percentage of total revenue from 3.9% to 3.5%). This decrease primarily reflects lower income tax withholding and payroll taxes with respect to restricted cash awards, which were lower in 2013 than in 2012. (In 2012, our executive officers received restricted cash awards for 2011 performance. These officers did not receive restricted cash awards in 2013 as they no longer participate in the restricted cash program.) We recognize tax withholding and payroll taxes on these awards as an expense when awarded rather than as an expense over the three-year vesting period as we do with the after-tax remainder of the awards. The reduction in withholding with respect to restricted cash awards is partially offset by increased fixed and variable stock compensation expense associated with our incentive compensation awards granted to executive officers.

• Depreciation and amortization expense increased $1.5 million, primarily reflecting depreciation on the $121.5 million of hotel capital expenditures made in 2012.

• Conversion expenses. The expenses incurred related to converting eight hotels to Wyndham brands and management have been classified as conversion expense in our statements of operations in 2013.

• Net interest expense decreased $4.3 million primarily reflecting our lower average interest rate. This lower rate in 2013 is partially offset by an increase in average debt for the period and less capitalized interest associated with certain renovation and redevelopment projects.

• Discontinued operations for the three months ended March 31, 2013 and 2012 include the results of operations for ten hotels sold in 2012.

30

Non-GAAP Financial Measures

We refer in this report to certain “non-GAAP financial measures.”  These measures, including FFO, Adjusted FFO, EBITDA, Adjusted EBITDA, Hotel EBITDA, and Hotel EBITDA margin, are measures of our financial performance that are not calculated and presented in accordance with GAAP.  The following tables reconcile these non-GAAP measures to the most comparable GAAP financial measure.  Immediately following the reconciliations, we include a discussion of why we believe these measures are useful supplemental measures of our performance and the limitations of such measures.

Reconciliation of Net Loss to FFO and Adjusted FFO

(in thousands, except per share data)

	Three Months Ended March 31,
	2013							2012
	Dollars			Shares	Per Share Amount			Dollars			Shares	Per Share Amount
Net loss	$	(26,605	)					$	(28,861	)
Noncontrolling interests	420							398
Preferred dividends	(9,678		)					(9,678		)
Net loss attributable to FelCor common stockholders	(35,863		)	123,814	$	(0.29	)	(38,141		)	123,665	$	(0.31	)
Depreciation and amortization	31,570			—	0.25			30,068			—	0.24
Depreciation, discontinued operations and unconsolidated entities	2,706			—	0.02			5,761			—	0.05
Noncontrolling interests in FelCor LP	(180		)	621	0.01			(196		)	636	—
FFO	(1,767		)	124,435	(0.01		)	(2,508		)	124,301	(0.02		)
Acquisition costs	23			—	—			38			—	—
Debt extinguishment	—			—	—			7			—	—
Conversion expenses	628			—	—			—			—	—
Variable stock compensation	102			—	—			—			—	—
Severance costs	—			—	—			380			—	—
Pre-opening costs, net of noncontrolling interests	241			—	—			—			—	—
Adjusted FFO	$	(773	)	124,435	$	(0.01	)	$	(2,083	)	124,301	$	(0.02	)

31

Reconciliation of Net Loss to EBITDA, Adjusted EBITDA and Same-store Adjusted EBITDA

(in thousands)

	Three Months Ended
	March 31,
	2013			2012
Net loss	$	(26,605	)	$	(28,861	)
Depreciation and amortization	31,570			30,068
Depreciation, discontinued operations and unconsolidated entities	2,706			5,761
Interest expense	26,505			30,862
Interest expense, discontinued operations and unconsolidated entities	672			1,625
Noncontrolling interests in other partnerships	240			202
EBITDA	35,088			39,657
Debt extinguishment	—			7
Acquisition costs	23			38
Amortization of fixed stock and directors’ compensation	1,578			1,296
Variable stock compensation	102			—
Severance costs	—			380
Conversion expenses	628			—
Pre-opening costs, net of noncontrolling interests	241			—
Adjusted EBITDA	37,660			41,378
Adjusted EBITDA from discontinued operations	86			(8,065		)
Same-store Adjusted EBITDA	$	37,746		$	33,313

Reconciliation of Income (Loss) from Discontinued Operations to Adjusted EBITDA from Discontinued Operations

(in thousands)

	Three Months Ended
	March 31,
	2013			2012
Income (loss) from discontinued operations	$	(86	)	$	4,193
Depreciation and amortization	—			2,924
Interest expense	—			948
Adjusted EBITDA from discontinued operations	$	(86	)	$	8,065

32

Hotel EBITDA and Hotel EBITDA Margin

(dollars in thousands)

	Three Months Ended
	March 31,
	2013			2012
Same-store operating revenue:
Room	$	170,379		$	161,779
Food and beverage	38,464			34,821
Other operating departments	11,448			11,090
Same-store operating revenue	220,291			207,690
Same-store operating expense:
Room	47,593			44,971
Food and beverage	31,462			28,345
Other operating departments	5,480			5,445
Other property related costs	63,108			60,482
Management and franchise fees	9,654			9,778
Taxes, insurance and lease expense	15,007			14,347
Same-store operating expense	172,304			163,368
Hotel EBITDA	$	47,987		$	44,322
Hotel EBITDA Margin	21.8		%	21.3		%

Hotel EBITDA and Hotel EBITDA Margin (continued)

(dollars in thousands)

	Three Months Ended
	March 31,
	2013			2012
Hotel EBITDA - Core (45)	$	36,952		$	32,822
Hotel EBITDA - Non-strategic (20)	11,035			11,500
Hotel EBITDA	$	47,987		$	44,322
Hotel EBITDA Margin - Core (45)	21.0		%	20.1		%
Hotel EBITDA Margin - Non-strategic (20)	24.9		%	26.0		%

33

Reconciliation of Same-store Operating Revenue and Same-store Operating Expense to Total Revenue, Total Operating Expense and Operating Loss

(in thousands)

	Three Months Ended
	March 31,
	2013			2012
Same-store operating revenue	$	220,291		$	207,690
Other revenue	399			275
Total revenue	220,690			207,965
Same-store operating expense	172,304			163,368
Consolidated hotel lease expense(a)	9,558			9,194
Unconsolidated taxes, insurance and lease expense	(1,898		)	(1,831		)
Corporate expenses	7,832			8,212
Depreciation and amortization	31,570			30,068
Conversion expenses	628			—
Other expenses	821			963
Total operating expense	220,815			209,974
Operating loss	$	(125	)	$	(2,009	)

(a) Consolidated hotel lease expense represents the percentage lease expense of our 51% owned operating lessees. The offsetting percentage lease revenue is included in equity in income from unconsolidated entities.

Substantially all of our non-current assets consist of real estate. Historical cost accounting for real estate assets implicitly assumes that the value of real estate assets diminishes predictably over time. Since real estate values instead have historically risen or fallen with market conditions, most industry investors consider supplemental measures of performance, which are not measures of operating performance under GAAP, to be helpful in evaluating a real estate company’s operations. These supplemental measures are not measures of operating performance under GAAP. However, we consider these non-GAAP measures to be supplemental measures of a hotel REIT’s performance and should be considered along with, but not as an alternative to, net income (loss) attributable to FelCor as a measure of our operating performance.

FFO and EBITDA

The National Association of Real Estate Investment Trusts (“NAREIT”) defines FFO as net income or loss attributable to parent (computed in accordance with GAAP), excluding gains or losses from sales of property, plus depreciation, amortization and impairment losses. FFO for unconsolidated partnerships and joint ventures are calculated on the same basis. We compute FFO in accordance with standards established by NAREIT. This may not be comparable to FFO reported by other REITs that do not define the term in accordance with the current NAREIT definition or that interpret the current NAREIT definition differently than we do.

EBITDA is a commonly used measure of performance in many industries. We define EBITDA as net income or loss attributable to parent (computed in accordance with GAAP) plus interest expenses, income taxes, depreciation and amortization, and after adjustments for unconsolidated partnerships and joint ventures. Adjustments for unconsolidated partnerships and joint ventures are calculated to reflect EBITDA on the same basis.

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Adjustments to FFO and EBITDA

We adjust FFO and EBITDA when evaluating our performance because management believes that the exclusion of certain additional items provides useful supplemental information to investors regarding our ongoing operating performance and that the presentation of Adjusted FFO, and Adjusted EBITDA when combined with GAAP net income attributable to FelCor, EBITDA and FFO, is beneficial to an investor’s better understanding of our operating performance.

• Gains and losses related to extinguishment of debt and interest rate swaps - We exclude gains and losses related to extinguishment of debt and interest rate swaps from FFO and EBITDA because we believe that it is not indicative of ongoing operating performance of our hotel assets. This also represents an acceleration of interest expense or a reduction of interest expense, and interest expense is excluded from EBITDA.

• Cumulative effect of a change in accounting principle - Infrequently, the Financial Accounting Standards Board promulgates new accounting standards that require the consolidated statements of operations to reflect the cumulative effect of a change in accounting principle. We exclude these one-time adjustments in computing Adjusted FFO and Adjusted EBITDA because they do not reflect our actual performance for that period.

• Other transaction costs - From time to time, we periodically incur costs that are not indicative of ongoing operating performance. Such costs include, but are not limited to, conversions costs, acquisition costs, pre-opening costs and severance costs. We exclude these costs from the calculation of Adjusted FFO and Adjusted EBITDA.

• Variable stock compensation - We exclude the cost associated with our variable stock compensation. This cost is subject to volatility related to the price and dividends of our common stock that does not necessarily correspond to our operating performance.

In addition, to derive Adjusted EBITDA, we exclude gains or losses on the sale of depreciable assets and impairment losses because including them in EBITDA is inconsistent with reporting the ongoing performance of our remaining assets. Additionally, the gain or loss on sale of depreciable assets and impairment losses represents either accelerated depreciation or excess depreciation in previous periods, and depreciation is excluded from EBITDA. We also exclude the amortization of our fixed stock compensation. While this amortization is included in corporate expenses and is not separately stated on our statements of operations, excluding this amortization is consistent with the EBITDA definition.

Hotel EBITDA and Hotel EBITDA Margin

Hotel EBITDA and Hotel EBITDA margin are commonly used measures of performance in the hotel industry and give investors a more complete understanding of the operating results over which our individual hotels and brand/managers have direct control. We believe that Hotel EBITDA and Hotel EBITDA margin are useful to investors by providing greater transparency with respect to two significant measures that we use in our financial and operational decision-making. Additionally, using these measures facilitates comparisons with other hotel REITs and hotel owners. We present Hotel EBITDA and Hotel EBITDA margin in a manner consistent with Adjusted EBITDA, however, we also eliminate all revenues and expenses from continuing operations not directly associated with hotel operations, including other income and corporate-level and other expenses. We eliminate these additional items because we believe property-level results provide investors with supplemental information into the ongoing operational performance of our hotels and the effectiveness of management on a property-level basis. We also eliminate consolidated percentage rent paid to unconsolidated entities, which is effectively eliminated by noncontrolling interests and equity in income from unconsolidated subsidiaries, and include the cost of unconsolidated taxes, insurance and lease expense, to reflect the entire operating costs

35

applicable to our Consolidated Hotels. Hotel EBITDA and Hotel EBITDA margins are presented on a same-store basis.

Use and Limitations of Non-GAAP Measures

Our management and Board of Directors use FFO, Adjusted FFO, EBITDA, Adjusted EBITDA, Same-store Adjusted EBITDA, Hotel EBITDA and Hotel EBITDA margin to evaluate the performance of our hotels and to facilitate comparisons between us and other lodging REITs, hotel owners who are not REITs and other capital intensive companies.  We use Hotel EBITDA and Hotel EBITDA margin in evaluating hotel-level performance and the operating efficiency of our hotel managers.

The use of these non-GAAP financial measures has certain limitations.  These non-GAAP financial measures as presented by us, may not be comparable to non-GAAP financial measures as calculated by other real estate companies.  These measures do not reflect certain expenses or expenditures that we incurred and will incur, such as depreciation, interest and capital expenditures.  Management compensates for these limitations by separately considering the impact of these excluded items to the extent they are material to operating decisions or assessments of our operating performance. Our reconciliations to the most comparable GAAP financial measures, and our consolidated statements of operations and cash flows, include interest expense, capital expenditures, and other excluded items, all of which should be considered when evaluating our performance, as well as the usefulness of our non-GAAP financial measures.

These non-GAAP financial measures are used in addition to and in conjunction with results presented in accordance with GAAP.  They should not be considered as alternatives to operating profit, cash flow from operations, or any other operating performance measure prescribed by GAAP.  These non-GAAP financial measures reflect additional ways of viewing our operations that we believe, when viewed with our GAAP results and the reconciliations to the corresponding GAAP financial measures, provide a more complete understanding of factors and trends affecting our business than could be obtained absent this disclosure.  Management strongly encourages investors to review our financial information in its entirety and not to rely on a single financial measure.

Pro Rata Share of Rooms Owned

The following table sets forth, at March 31, 2013, our pro rata share of hotel rooms, included in continuing operations, after giving consideration to the portion of rooms attributed to our partners in our consolidated and unconsolidated joint ventures:

	Hotels	Room Count at March 31, 2013
Consolidated Hotels	65	18,822
Unconsolidated hotel operations	1	171
Total hotels	66	18,993
50% joint ventures	13	(1,573	)
60% joint venture	1	(214	)
82% joint venture	1	(40	)
90% joint ventures	3	(68	)
Pro rata rooms attributed to joint venture partners		(1,895	)
Pro rata share of rooms owned		17,098

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Hotel Portfolio Composition

The following table illustrates the distribution of same-store hotels.

Brand	Hotels	Rooms	2012 Hotel Operating Revenue (in thousands)		2012 Hotel EBITDA (in thousands)(a)
Embassy Suites Hotels	20	5,433	$	256,200	$	78,389
Wyndham and Wyndham Grand(b)	8	2,526	120,354		37,960
Renaissance and Marriott	3	1,321	111,976		17,912
DoubleTree by Hilton and Hilton	5	1,206	56,071		16,706
Sheraton and Westin	4	1,604	68,369		14,540
Fairmont	1	383	41,255		4,286
Holiday Inn	2	968	40,512		4,218
Morgans and Royalton	2	282	32,129		3,458
Core hotels	45	13,723	726,866		177,469
Non-strategic hotels	20	5,099	179,474		48,044
Same-store hotels	65	18,822	$	906,340	$	225,513
Market
San Francisco area	4	1,637	$	99,659	$	21,036
Los Angeles area	3	677	33,287		13,760
South Florida	3	923	47,298		13,257
Boston	3	916	68,121		12,126
New York area	4	817	57,052		9,733
Myrtle Beach	2	640	36,973		9,429
Atlanta	3	952	35,410		9,230
Philadelphia	2	728	36,122		8,882
Tampa	1	361	45,152		7,957
San Diego	1	600	26,445		6,688
Other markets	19	5,472	241,347		65,371
Core hotels	45	13,723	726,866		177,469
Non-strategic hotels	20	5,099	179,474		48,044
Same-store hotels	65	18,822	$	906,340	$	225,513
Location
Urban	17	5,305	$	316,354	$	74,446
Resort	10	2,928	183,807		41,475
Airport	9	2,957	126,906		33,742
Suburban	9	2,533	99,799		27,806
Core hotels	45	13,723	726,866		177,469
Non-strategic hotels	20	5,099	179,474		48,044
Same-store hotels	65	18,822	$	906,340	$	225,513

(a) Hotel EBITDA is a non-GAAP financial measure. A detailed reconciliation and further discussion of Hotel EBITDA is contained in the “Non-GAAP Financial Measures” section of Management’s Discussion and Analysis of Financial Condition and Results of Operations in Item 2 of this Quarterly Report on Form 10-Q.

(b) These hotels converted from Holiday Inn on March 1, 2013.

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Hotel Operating Statistics

The following tables set forth occupancy, ADR and RevPAR for the three months ended March 31, 2013 and 2012, and the percentage changes therein for the periods presented, for our same-store Consolidated Hotels included in continuing operations.

Operating Statistics by Brand

	Occupancy (%)
	Three Months Ended
	March 31,
	2013	2012	%Variance
Embassy Suites Hotels	73.1	74.0	(1.2	)
Wyndham and Wyndham Grand(a)	63.6	71.6	(11.3	)
Renaissance and Marriott	74.8	73.5	1.7
DoubleTree by Hilton and Hilton	61.4	62.9	(2.4	)
Sheraton and Westin	63.4	57.6	10.1
Fairmont	60.3	27.7	118.2
Holiday Inn	68.4	60.5	13.0
Morgans and Royalton	81.0	76.0	6.7
Core hotels (45)	68.8	68.4	0.6
Non-strategic hotels (20)	71.7	71.6	0.1
Same-store hotels (65)	69.6	69.3	0.5
	ADR ($)
	Three Months Ended
	March 31,
	2013	2012	%Variance
Embassy Suites Hotels	153.28	146.52	4.6
Wyndham and Wyndham Grand(a)	139.38	133.20	4.6
Renaissance and Marriott	221.01	210.58	5.0
DoubleTree by Hilton and Hilton	146.97	133.10	10.4
Sheraton and Westin	108.13	102.24	5.8
Fairmont	221.26	213.15	3.8
Holiday Inn	112.44	109.95	2.3
Morgans and Royalton	260.05	249.85	4.1
Core hotels (45)	154.23	145.45	6.0
Non-strategic hotels (20)	117.07	115.80	1.1
Same-store hotels (65)	143.90	137.10	5.0
	RevPAR ($)
	Three Months Ended
	March 31,
	2013	2012	%Variance
Embassy Suites Hotels	112.08	108.45	3.3
Wyndham and Wyndham Grand(a)	88.60	95.43	(7.2	)
Renaissance and Marriott	165.32	154.82	6.8
DoubleTree by Hilton and Hilton	90.18	83.72	7.7
Sheraton and Westin	68.51	58.86	16.4
Fairmont	133.52	58.96	126.5
Holiday Inn	76.89	66.52	15.6
Morgans and Royalton	210.76	189.78	11.1
Core hotels (45)	106.16	99.47	6.7
Non-strategic hotels (20)	83.98	82.97	1.2
Same-store hotels (65)	100.17	94.97	5.5

(a)    These hotels converted from Holiday Inn on March 1, 2013.

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Hotel Operating Statistics by Market

	Occupancy (%)
	Three Months Ended
	March 31,
	2013	2012	%Variance
San Francisco area	75.0	73.8	1.7
Los Angeles area	69.5	81.0	(14.2	)
South Florida	90.8	86.0	5.5
Boston	64.6	49.0	31.8
New York area	70.7	68.3	3.6
Myrtle Beach	37.0	42.9	(13.7	)
Atlanta	74.4	72.0	3.3
Philadelphia	50.6	48.7	3.9
Tampa	83.7	84.4	(0.8	)
San Diego	66.5	79.8	(16.7	)
Other markets	68.1	68.3	(0.3	)
Core hotels (45)	68.8	68.4	0.6
Non-strategic hotels (20)	71.7	71.6	0.1
Same-store hotels (65)	69.6	69.3	0.5
	ADR ($)
	Three Months Ended
	March 31,
	2013	2012	%Variance
San Francisco area	162.99	156.02	4.5
Los Angeles area	149.72	141.27	6.0
South Florida	190.78	184.16	3.6
Boston	167.50	151.02	10.9
New York area	194.37	186.66	4.1
Myrtle Beach	108.94	106.24	2.5
Atlanta	113.51	110.84	2.4
Philadelphia	131.03	120.14	9.1
Tampa	215.29	201.21	7.0
San Diego	121.51	121.18	0.3
Other markets	146.74	138.15	6.2
Core hotels (45)	154.23	145.45	6.0
Non-strategic hotels (20)	117.07	115.80	1.1
Same-store hotels (65)	143.90	137.10	5.0
	RevPAR (%)
	Three Months Ended
	March 31,
	2013	2012	%Variance
San Francisco area	122.28	115.14	6.2
Los Angeles area	104.03	114.41	(9.1	)
South Florida	173.22	158.44	9.3
Boston	108.19	74.02	46.1
New York area	137.42	127.41	7.9
Myrtle Beach	40.30	45.55	(11.5	)
Atlanta	84.45	79.82	5.8
Philadelphia	66.25	58.49	13.3
Tampa	180.26	169.79	6.2
San Diego	80.75	96.66	(16.5	)
Other markets	99.89	94.32	5.9
Core hotels (45)	106.16	99.47	6.7
Non-strategic hotels (20)	83.98	82.97	1.2
Same-store hotels (65)	100.17	94.97	5.5

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Hotel Portfolio

The following table sets forth certain descriptive information regarding the hotels in which we held ownership interest at March 31, 2013.

Core Hotels	Brand	State	Rooms	% Owned		(a)
Birmingham	Embassy Suites Hotel	AL	242
Phoenix – Biltmore	Embassy Suites Hotel	AZ	232
Dana Point – Doheny Beach	DoubleTree Suites by Hilton	CA	196
Indian Wells – Esmeralda Resort & Spa	Renaissance Resort	CA	560
Los Angeles – International Airport/South	Embassy Suites Hotel	CA	349
Napa Valley	Embassy Suites Hotel	CA	205
Mandalay Beach – Hotel & Resort	Embassy Suites Hotel	CA	249
San Diego Bayside	Wyndham	CA	600
San Francisco – Airport/Waterfront	Embassy Suites Hotel	CA	340
San Francisco – Airport/South San Francisco	Embassy Suites Hotel	CA	312
San Francisco – Fisherman’s Wharf	Holiday Inn	CA	585
San Francisco – Union Square	Marriott	CA	400
Santa Monica	Wyndham	CA	132
Deerfield Beach – Resort & Spa	Embassy Suites Hotel	FL	244
Ft. Lauderdale – 17th Street	Embassy Suites Hotel	FL	361
Miami – International Airport	Embassy Suites Hotel	FL	318
Orlando – International Drive South/Convention	Embassy Suites Hotel	FL	244
Orlando – Walt Disney World Resort	DoubleTree Suites by Hilton	FL	229
St. Petersburg – Vinoy Resort & Golf Club	Renaissance Resort	FL	361
Atlanta – Buckhead	Embassy Suites Hotel	GA	316
Atlanta – Gateway – Atlanta Airport	Sheraton	GA	395
Atlanta – Perimeter Center	Embassy Suites Hotel	GA	241	50	%
Chicago – Lombard/Oak Brook	Embassy Suites Hotel	IL	262	50	%
Boston – at Beacon Hill	Wyndham	MA	304
Boston – Copley Plaza	Fairmont	MA	383
Boston – Marlborough	Embassy Suites Hotel	MA	229
Baltimore – at BWI Airport	Embassy Suites Hotel	MD	251	90	%
New Orleans – French Quarter	Wyndham	LA	374
Charlotte – SouthPark	DoubleTree Suites by Hilton	NC	208
Parsippany	Embassy Suites Hotel	NJ	274	50	%
Secaucus – Meadowlands	Embassy Suites Hotel	NJ	261	50	%
New York – Morgans	Independent	NY	114
New York – Royalton	Independent	NY	168
Philadelphia – Historic District	Wyndham	PA	364
Philadelphia – Society Hill	Sheraton	PA	364
Pittsburgh – at University Center (Oakland)	Wyndham	PA	251
Charleston – The Mills House	Wyndham Grand	SC	214
Myrtle Beach – Oceanfront Resort	Embassy Suites Hotel	SC	255
Myrtle Beach Resort	Hilton	SC	385
Nashville – Opryland – Airport (Briley    Parkway)	Holiday Inn	TN	383

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Hotel Portfolio (continued)

Core Hotels	Brand	State	Rooms	% Owned		(a)
Austin	DoubleTree Suites by Hilton	TX	188	90	%
Dallas – Love Field	Embassy Suites Hotel	TX	248
Dallas – Park Central	Westin	TX	536	60	%
Houston – Medical Center	Wyndham	TX	287
Burlington Hotel & Conference Center	Sheraton	VT	309
Unconsolidated Hotel
New Orleans – French Quarter – Chateau    LeMoyne	Holiday Inn	LA	171	50	%
Hotel under Development
New York – Knickerbocker Hotel	Independent	NY	330	95	%
Non-strategic Hotels
Santa Barbara – Goleta	Holiday Inn	CA	160
Milpitas – Silicon Valley	Embassy Suites Hotel	CA	266
San Rafael – Marin County	Embassy Suites Hotel	CA	235	50	%
Wilmington	DoubleTree by Hilton	DE	244	90	%
Jacksonville – Baymeadows	Embassy Suites Hotel	FL	277
Orlando – International Airport	Holiday Inn	FL	288
Atlanta – Airport	Embassy Suites Hotel	GA	232
Atlanta – Galleria	Sheraton Suites	GA	278
Kansas City – Overland Park	Embassy Suites Hotel	KS	199	50	%
Indianapolis – North	Embassy Suites Hotel	IN	221	82	%
Baton Rouge	Embassy Suites Hotel	LA	223
Minneapolis – Airport	Embassy Suites Hotel	MN	310
Bloomington	Embassy Suites Hotel	MN	218
Kansas City – Plaza	Embassy Suites Hotel	MO	266	50	%
Charlotte	Embassy Suites Hotel	NC	274	50	%
Raleigh – Crabtree	Embassy Suites Hotel	NC	225	50	%
Toronto – Airport	Holiday Inn	Ontario	446
Austin – Central	Embassy Suites Hotel	TX	260	50	%
San Antonio – International Airport	Embassy Suites Hotel	TX	261	50	%
San Antonio – NW I-10	Embassy Suites Hotel	TX	216	50	%

(a) We own 100% of the real estate interests unless otherwise noted.

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Liquidity and Capital Resources

Operating Activities

During the first three months of 2013, our operations (primarily hotel operations) provided $4.9 million in cash (after our payment of $30.7 million of termination fees to IHG related to our conversion of eight hotels to Wyndham brands), $28.8 million less than the same period in 2012. Our consolidated statements of cash flows combines cash flow from continuing and discontinued operations. Operating cash flow from discontinued operations was $7.1 million for the three months ended March 31, 2012. We did not have operating cash flow from discontinued operations for the three months ended March 31, 2013. The absence of these cash flows should not have a material impact on our business, as these hotels would not provide an acceptable return on future required capital expenditures.

At March 31, 2013, we had $61.8 million of cash and cash equivalents, including $41.2 million held by third-party management companies.

RevPAR for the lodging industry remains strong. RevPAR at our hotels for the first quarter increased 5.5%, driven by a 5.0% increase in ADR. The industry is enjoying a supply/demand imbalance, as supply growth remains well below the long-term average. Occupancy continues to increase and is approaching prior peak levels, allowing hotels to raise rates. We expect our RevPAR to increase 5% - 6% during 2013, primarily from ADR growth. We expect to generate $78.2 million to $90.7 million of cash flow from operations in 2013.

Investing Activities

During the first three months of 2013, we used $29.3 million of cash in investing activities compared to $45.1 million during the same period in 2012; we spent less on renovation and redevelopment projects so far in 2013 compared to 2012. We expect to invest approximately $205 million on capital expenditures and development in 2013. This includes: i) approximately $105 million for renovations and redevelopments at our operating hotels which will be funded from operating cash flow, cash on hand and borrowings under our line of credit and ii) approximately $100 million on development of the Knickerbocker Hotel, which will be funded primarily by cash, draws on the $85 million construction loan and financing that is currently being raised through the EB-5 visa program.

Our strategic plan contemplates selling 39 non-strategic hotels that do not meet our investment criteria. We have sold 19 of these 39 hotels to date, and we have 20 non-strategic hotels remaining to sell. We are currently marketing 11 of these non-strategic hotels and we are evaluating offers or have agreed to sell six of those. We will use the proceeds from dispositions to repay debt and reduce leverage.

Financing Activities

During the first three months of 2013, cash from financing activities increased by $24.7 million compared to the same period in 2012 driven by a $17 million increase in net borrowings on our line of credit in 2013. In addition, we made a non-recurring $5 million principal payment in 2012. In 2013, we expect to pay approximately $5 million of normally occurring principal payments and $39 million of quarterly preferred dividends, which will be funded from operating cash flow and cash on hand. We are using proceeds from hotel sales to make additional non-recurring principal payments.

Except in the case of our senior notes and line of credit, our mortgage debt is generally recourse solely to the specific hotels securing the debt, except in case of fraud, misapplication of funds and certain other customary limited recourse carve-out provisions, which could extend recourse to us. Much of our secured debt allows us to substitute collateral under certain conditions and is prepayable, subject (in some instances) to various prepayment, yield maintenance or defeasance obligations.

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Most of our secured debt (other than our senior notes and line of credit) includes lock-box arrangements under certain circumstances. We are permitted to spend an amount required to cover our budgeted hotel operating expenses, taxes, debt service, insurance and capital expenditure reserves even if revenues are flowing through a lock-box in cases where a specified debt service coverage ratio is not met.  With the exception of loans secured by two properties, all of our consolidated loans subject to lock-box provisions currently exceed the applicable minimum debt service coverage ratios.

Senior Notes.  Our senior notes require that we satisfy total leverage, secured leverage and interest coverage tests in order to: (i) incur additional indebtedness, except to refinance maturing debt with replacement debt, as defined under our indentures; (ii) pay dividends in excess of the minimum distributions required to qualify as a REIT; (iii) repurchase capital stock; or (iv) merge. We currently exceed all minimum thresholds. These notes are guaranteed by us, and payment of our 10% notes is secured by a pledge of the limited partner interests in FelCor LP owned by FelCor. In addition, our senior notes are secured by a combination of first lien mortgages and related security interests and/or negative pledges on 27 hotels (11 hotels for our 10% senior notes, six hotels for our 6.75% senior notes and ten hotels for our 5.625% senior notes), as well as pledges of equity interests in certain subsidiaries of FelCor LP.

Interest Rate Caps.  To fulfill a requirement under one loan, we entered into interest rate cap agreements with notional amounts of $201.9 million and $202.4 million at March 31, 2013 and December 31, 2012, respectively. These interest rate caps were not designated as hedges and had insignificant fair value at both March 31, 2013 and December 31, 2012, resulting in no significant net earnings impact.

Inflation

Operators of hotels, in general, possess the ability to adjust room rates daily to reflect the effects of inflation.  Competitive pressures may, however, require us to reduce room rates in the near term and may limit our ability to raise room rates in the future.  We are also subject to the risk that inflation will cause increases in hotel operating expenses disproportionately to revenues.  If competition requires us to reduce room rates or limits our ability to raise room rates in the future, we may not be able to adjust our room rates to reflect the effects of inflation in full, in which case our operating results and liquidity could be adversely affected.

Seasonality

The lodging business is seasonal in nature.  Generally, hotel revenues are greater in the second and third calendar quarters than in the first and fourth calendar quarters, although this may not be true for hotels in major tourist destinations. Revenues for hotels in tourist areas generally are substantially greater during tourist season than other times of the year. Seasonal variations in revenue at our hotels can be expected to cause quarterly fluctuations in our revenues. Quarterly earnings also may be adversely affected by events beyond our control, such as extreme weather conditions, economic factors and other considerations affecting travel.  To the extent that cash flow from operations is insufficient during any quarter, due to temporary or seasonal fluctuations in revenues, we may utilize cash on hand or borrowings to satisfy our obligations.

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Disclosure Regarding Forward-Looking Statements

This report and the documents incorporated by reference in this report include forward-looking statements that involve a number of risks and uncertainties.  Forward-looking statements can be identified by the use of forward-looking terminology, such as “believes,” “expects,” “anticipates,” “may,” “will,” “should,” “seeks,” or other variations of these terms (including their use in the negative), or by discussions of strategies, plans or intentions.  A number of factors could cause actual results to differ materially from those anticipated by these forward-looking statements.  Certain of these risks and uncertainties are described in greater detail under “Risk Factors” in our Annual Report on Form 10-K or in our other filings with the Securities and Exchange Commission, or the SEC.

These forward-looking statements are necessarily dependent upon assumptions and estimates that may prove to be incorrect. Accordingly, while we believe that the plans, intentions and expectations reflected in these forward-looking statements are reasonable, we cannot assure you that deviations from these plans, intentions or expectations will not be material.  The forward-looking statements included in this report, and all subsequent written and oral forward-looking statements attributable to us or persons acting on our behalf, are expressly qualified in their entirety by the risk factors and cautionary statements discussed in our filings to the SEC.  We undertake no obligation to publicly update any forward-looking statements to reflect future circumstances or changes in our expectations.

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Item 3. Quantitative and Qualitative Disclosures about Market Risk.

At March 31, 2013, approximately 90% of our consolidated debt bears fixed-rate interest.

The following table provides information about our financial instruments that are sensitive to changes in interest rates.  For debt obligations, the table presents scheduled maturities and weighted average interest rates, by maturity dates.  The fair value of our fixed-rate debt indicates the estimated principal amount of debt having the same debt service requirements that could have been borrowed at the date presented, at then current market interest rates.

Expected Maturity Date

at March 31, 2013

(dollars in thousands)

	Expected Maturity Date
	2013			2014			2015			2016			2017			Thereafter			Total			Fair Value
Liabilities
Fixed-rate:
Debt	$	3,652		$	300,192		$	3,107		$	11,463		$	2,810		$	1,197,656		$	1,518,880		$	1,612,133
Average   interest rate	5.77		%	9.25		%	5.11		%	5.61		%	4.95		%	6.03		%	6.66		%
Floating-rate:
Debt	—			—			—			173,861			—			—			173,861			$	174,203
Average   interest rate (a)	—			—			—			4.68		%	—			—			4.68		%
Total debt	$	3,652		$	300,192		$	3,107		$	185,324		$	2,810		$	1,197,656		$	1,692,741
Average    interest rate	5.77		%	9.25		%	5.11		%	4.74		%	4.95		%	6.03		%	6.46		%
Net discount																			(8,985		)
Total debt																			$	1,683,756

(a) The average floating interest rate considers the implied forward rates in the yield curve at March 31, 2013.

Item 4. Controls and Procedures.

(a)Evaluation of disclosure controls and procedures.

Under the supervision and with the participation of our management, including our chief executive officer and chief financial officer, we conducted an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rule 13a-15(e) promulgated under the Securities Exchange Act of 1934) as of the end of the period covered by this report (the “Evaluation Date”).  Based on this evaluation, our chief executive officer and chief financial officer concluded, as of the Evaluation Date, that our disclosure controls and procedures were effective, such that the information relating to us required to be disclosed in our reports is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms, and is accumulated and communicated to our management, including our chief executive officer and chief financial officer, as appropriate, to allow timely decisions regarding required disclosures.

(b)Changes in internal control over financial reporting.

There have not been any changes in our internal control over financial reporting (as defined in Rule 13a-15 (f) promulgated under the Securities Exchange Act of 1934) during the quarter covered by this report that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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PART II – OTHER INFORMATION

Item 6. Exhibits.

The following exhibits are furnished in accordance with the provisions of Item 601 of Regulation S-K:

Exhibit Number	Description of Exhibit
10.1	FelCor’s 2005 Restricted Stock and Stock Option Plan (as amended through October 29, 2012).
10.2	Amendment No. 1 to Amended and Restated Revolving Credit Agreement dated as of March 1, 2013, among FelCor/JPM Hospitality (SPE), L.L.C., DJONT/JPM Hospitality Leasing (SPE), L.L.C., FelCor/JPM Boca Raton Hotel, L.L.C., DJONT/JPM Boca Raton Leasing, L.L.C., Miami AP Hotel, L.L.C. and Charleston Mills House Hotel, L.L.C as borrowers, and JPMorgan Chase Bank, N.A., as administrative agent, and the lenders that are parties thereto.
10.3	Form of [Fee and] Leasehold Mortgage, Deed of Trust, Assignment of Leases and Rents, Security Agreement and Fixture Filing for the benefit of U.S. Bank National Association, as collateral agent, relating to FelCor Lodging Limited Partnership’s (“FelCor LP”) 5.625% Senior Secured Notes due 2023.
10.4*	Sixth Supplemental Indenture, dated as of January 7, 2013, by and among FelCor Lodging Trust Incorporated (“FelCor”), FelCor LP, certain of their subsidiaries, as guarantors, and U.S. Bank National Association, as trustee (filed as Exhibit 4.3 to FelCor's Form 8-K, dated January 7, 2013, and incorporated herein by reference).
10.5*	Second Supplemental Indenture, dated as of January 7, 2013, by and among FelCor LP, FelCor, certain of their subsidiaries, as guarantors, and Wilmington Trust Company, as trustee, and Deutsche Bank Trust Company Americas, as collateral agent, registrar and paying agent (filed as Exhibit 4.2 to FelCor's Form 8-K, dated January 7, 2013, and incorporated herein by reference).
10.6*	First Supplemental Indenture, dated as of January 7, 2013, by and among FelCor, FelCor LP, certain of their subsidiaries, as guarantors, and U.S. Bank National Association, as trustee (filed as Exhibit 4.1 to FelCor's Form 8-K, dated January 7, 2013, and incorporated herein by reference).
31.1	Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 for FelCor.
31.2	Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 for FelCor.
31.3	Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 for FelCor LP.
31.4	Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 for FelCor LP.

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32.1	Certification of Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 for FelCor.
32.2	Certification of Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 for FelCor LP.
101.INS	XBRL Instance Document. Submitted electronically with this report.
101.SCH	XBRL Taxonomy Extension Schema Document. Submitted electronically with this report.
101.CAL	XBRL Taxonomy Calculation Linkbase Document. Submitted electronically with this report.
101.DEF	XBRL Taxonomy Extension Definition Linkbase Document. Submitted electronically with this report.
101.LAB	XBRL Taxonomy Label Linkbase Document. Submitted electronically with this report.
101.PRE	XBRL Taxonomy Presentation Linkbase Document. Submitted electronically with this report.

* Previously filed.

Attached as Exhibit 101 to this report are the following documents formatted in XBRL (Extensible Business Reporting Language): (i) FelCor’s Consolidated Balance Sheets at March 31, 2013 and December 31, 2012; (ii) FelCor’s Consolidated Statements of Operations for the three months ended March 31, 2013 and 2012; (iii) FelCor’s Consolidated Statements of Comprehensive Loss for the three months ended March 31, 2013 and 2012; (iv) FelCor’s Consolidated Statements of Changes in Equity for the three months ended March 31, 2013 and 2012; (v) FelCor’s Consolidated Statements of Cash Flows for the three months ended March 31, 2013 and 2012; (vi) FelCor LP’s Consolidated Balance Sheets at March 31, 2013 and December 31, 2012; (vii) FelCor LP’s Consolidated Statements of Operations for the three months ended March 31, 2013 and 2012; (viii) FelCor LP’s Consolidated Statements of Comprehensive Loss for the three months ended March 31, 2013 and 2012; (ix) FelCor LP’s Consolidated Statements of Partners’ Capital for the three months ended March 31, 2013 and 2012; (x) FelCor LP’s Consolidated Statements of Cash Flows for the three months ended March 31, 2013 and 2012; and (xi) the Notes to Consolidated Financial Statements. Users of this data are advised pursuant to Rule 406T of Regulation S‑T that this interactive data file is deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, and otherwise is not subject to liability under these sections.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	FELCOR LODGING TRUST INCORPORATED
Date:  May 6, 2013	By:	/s/ Jeffrey D. Symes
		Name:	Jeffrey D. Symes
		Title:	Senior Vice President, Chief Accounting Officer and Controller

	FELCOR LODGING LIMITED PARTNERSHIP
	a Delaware limited partnership
	By:	FelCor Lodging Trust Incorporated
		Its General Partner
Date:  May 6, 2013	By:	/s/ Jeffrey D. Symes
		Name:	Jeffrey D. Symes
		Title:	Senior Vice President, Chief Accounting Officer and Controller

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EX-10.1

Exhibit 10.1

FELCOR LODGING TRUST INCORPORATED

2005 Restricted Stock and Stock Option Plan

(as amended through October 29, 2012)

FELCOR LODGING TRUST INCORPORATED

2005 Restricted Stock and Stock Option Plan

Section 1. Establishment, Purpose, and Effective Date of Plan

1.1 Establishment. FelCor Lodging Trust Incorporated, a Maryland corporation, hereby establishes the “FELCOR LODGING TRUST INCORPORATED 2005 RESTRICTED STOCK AND STOCK OPTION PLAN” (the “Plan”) for Independent Directors, executive officers and key employees. The Plan permits the grant of stock options and restricted stock as a payout media for payments under the plan.

1.2 Purpose. The purpose of the Plan is to advance the interests of the Company, by encouraging and providing for the acquisition of an equity interest in the success of the Company by Independent Directors, executive officers and key employees, by providing additional incentives and motivation toward superior performance of the Company, and by enabling the Company to attract and retain the services of Independent Directors, executive officers and key employees upon whose judgment, interest, and special effort the successful conduct of its operations is largely dependent.

1.3 Effective Date. The Plan shall become effective on February 18, 2005, (“Effective Date”), although it is subject to shareholder approval as provided in Section 6.1.

Section 2. Definitions

2.1 Definitions. Whenever used herein, the following terms shall have their respective meanings set forth below:

(a)“Award” means, collectively, each Option, Restricted Stock or Restricted Stock Unit, granted under this Plan, except that where it shall be appropriate to identify the specific type of Award, reference shall be made to the specific type of Award.

(b)“Award Agreement” means a written agreement between the Company and a holder of an Award evidencing the terms and conditions of an individual Award grant. Each Award Agreement will be subject to the terms and conditions of the Plan and need not be identical.

(c)“Board” means the Board of Directors of the Company.

(d)“Code” means the Internal Revenue Code of 1986, as amended.

(e)“Committee” means the Compensation Committee of the Board; provided, however, that for any grant to an Independent Director, the remaining members of the Board shall serve as the Compensation Committee with respect to such grant, including, but not limited to, the approval of the grant. The Board, as a whole, may take any action which the Committee is authorized to take hereunder.

(f)“Company” means FelCor Lodging Trust Incorporated, a Maryland corporation.

(g)“Disability” means an individual who is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in death or which has lasted, or can be expected to last, for a continuous period of not less than twelve (12) months.

(h)“Employee” means an employee (including officers and directors who are also employees) of the Company or its subsidiaries, affiliates (including partnerships) or any branch or division thereof.

(i)“Fair Market Value” of a share of Stock means the reported closing sales price of the Stock on the New York Stock Exchange Composite Tape on that date, or if no closing price is reported on that date, on the last preceding date on which such closing price of the Stock was so reported. If the Stock is not traded on the New York Stock Exchange at the time a determination of its Fair Market Value is required to be made hereunder, its Fair Market Value shall be deemed to be equal to the average between the closing bid and asked prices of the Stock on the most recent date on which the Stock was publicly traded. In the event the Stock is not publicly traded at the time a determination of its value is required to be made hereunder, the determination of its Fair Market Value shall be made by the Committee in such manner as it deems appropriate.

(j)    “Independent Director” means a director of the Company who is not an Employee.

(k)    “Option” means the right to purchase Stock at a stated price for a specified period of time. For purposes of the Plan, an Option may be either (i) an “incentive stock option” within the meaning of Section 422 of the Code or (ii) a “nonstatutory stock option.”

(l)    “Participant” means any Employee or Independent Director designated by the Committee to participate in the Plan.

(m)“Period of Restriction” means (i) with respect to shares of Restricted Stock, the period during which the transfer of such shares is restricted pursuant to Section 8 of the Plan and (ii) with respect to Restricted Stock Units, the period beginning on when such Restricted Stock Units are granted to a Participant and ending when the shares of Stock underlying such Restricted Stock Units are to be issued to the Participant in accordance with the Award Agreement.

(n)    “Restricted Stock” means Stock granted to a Participant pursuant to Section 8 of the Plan.

(o)    “Restricted Stock Units” means a number of hypothetical Stock units granted to a Participant pursuant to Section 8 of the Plan having a value equal to the Fair Market Value of an identical number of shares of Stock; such units provide for the issuance of an identical number of shares of Stock to such Participant (or other compensation having a value equal to the corresponding Stock), subject to satisfaction of certain conditions.

(p)“Stock” means the common stock of the Company, par value of $.01 per share.

2.2Gender and Number. Except when otherwise indicated by the context, words in the masculine gender when used in the Plan shall include the feminine gender, the singular shall include the plural, and the plural shall include the singular.

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Section 3.Eligibility and Participation

3.1Eligibility and Participation. Participants in the Plan shall be selected by the Committee from among the Independent Directors and Employees who, in the opinion of the Committee, are in a position to contribute materially to the Company's continued growth and development and to its long-term financial success.

Section 4.Administration

4.1     Administration. The Committee shall be responsible for the administration of the Plan. The Committee, by majority action thereof, is authorized to interpret the Plan, to prescribe, amend, and rescind rules and regulations relating to the Plan, to provide for conditions and assurances deemed necessary or advisable to protect the interests of the Company, and to make all other determinations necessary or advisable for the administration of the Plan. Determinations, interpretations, or other actions made or taken by the Committee pursuant to the provisions of the Plan shall be final and binding and conclusive for all purposes and upon all persons whomsoever.

Section 5. Stock Subject to Plan

5.1     Number. The total number of shares of Stock subject to Awards under the Plan may not exceed 6,000,000, subject to adjustment upon the occurrence of any of the events indicated in Section 5.3 hereof. The shares to be delivered under the Plan may consist, in whole or in part, of authorized but unissued Stock or treasury Stock, not reserved for any other purpose. Without limitation, no officer of the Company or other person whose compensation may be subject to the limitations on deductibility under Section 162(m) of the Code shall be eligible to receive Awards pursuant to this Plan in excess of 250,000 shares of Stock in any fiscal year (the “Section 162(m) Maximum”).

5.2 Lapsed Awards. If any Award granted under the Plan terminates, expires, lapses or is canceled for any reason, any shares of Stock subject to such Award again shall be available for the grant of an Award hereunder. The Committee shall not, unless approved by (or subject to the approval of) shareholders, effect a repricing of all or any of the Options outstanding under the Plan at any time. Further, except as otherwise provided in Section 7.11 hereof, the Committee shall not, without the consent of the affected Optionee, have the authority to effect the cancellation or modification of any or all outstanding Options.

5.3 Adjustment in Capitalization. In the event of any change in the outstanding shares of Stock that occurs after the Effective Date by reason of a Stock dividend or split, recapitalization, merger, consolidation, combination, exchange of shares, or other similar corporate change, the aggregate number of shares of Stock subject to the Plan and to each Award hereunder, and to the stated Option price (if any) of each Award, shall be adjusted appropriately by the Committee or the Board, whose determination shall be conclusive; provided, however, that fractional shares shall be rounded to the nearest whole share. In such event, the Committee or the Board also shall have discretion to make appropriate adjustments in the number and type of shares subject to an Award of Restricted Stock under the Plan pursuant to the terms of such an Award. In the event of a merger or consolidation where the Company is not the surviving corporation, the surviving corporation shall be required to assume the outstanding Awards which have not been canceled, and the Committee, in its sole discretion, shall adjust the number of shares, and the Option price (if any), so as to neither reduce or enlarge the rights of the Participant, including, but not limited to, dividing the shares and the Option price (if any) by the exchange ratio.

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Section 6. Shareholder Approval and Duration of Plan

6.1 Shareholder Approval. All Awards granted under this Plan are subject to, and may not be exercised before, and will be rescinded and become void in the absence of, the approval of this Plan by a majority of the shareholders voting thereon at a meeting of shareholders, at which a quorum is present, held prior to the first anniversary of the Effective Date of this Plan.

6.2 Duration of Plan. The Plan shall remain in effect, subject to the Board's right to earlier terminate pursuant to Section 10 hereof, until all Stock subject to it shall have been purchased or acquired pursuant to the provisions hereof. Notwithstanding the foregoing, no Option may be granted under the Plan on or after the tenth anniversary of the Effective Date.

Section 7. Stock Options

7.1 Grant of Options. Subject to the provisions of Sections 5 and 6, Options may be granted to Participants at any time and from time to time as shall be determined by the Committee, and for all purposes hereof, the date of such grant shall be the date on which the Committee takes formal action to grant an Option, provided that it is followed, as soon as reasonably practicable, by written notice to the person receiving the Option. The Committee shall have complete discretion in determining the number of Options granted to each Participant and the terms and provisions thereof. The Committee may grant any type of Option to purchase Stock that is permitted by law at the time of grant; provided, however, that the aggregate Fair Market Value (determined at the time the Option is granted) of the Stock, with respect to which all incentive stock options granted under any plan of the Company are exercisable for the first time by a Participant during any calendar year, may not exceed $100,000. Nothing in this Section 7 of the Plan shall be deemed to prevent the grant of nonstatutory stock options in amounts that exceed the maximum established by Section 422 of the Code.

7.2 Option Agreement. Each Option shall be evidenced by an Option agreement that shall specify the type of Option granted, the Option price, the duration of the Option, the number of shares of Stock to which the Option pertains, and such other provisions as the Committee shall determine.

7.3 Option Price. The Option price of each share of Stock subject to each Option granted pursuant to this Plan shall be determined by the Committee at the time the Option is granted and, in the case of incentive stock options, shall not be less than 100% of the Fair Market Value of a share of Stock on the date the Option is granted, as determined by the Committee. In the case of incentive stock options granted to any person who owns, directly or indirectly, Stock possessing more than ten percent (10%) of the total combined voting power of all classes of Stock (“Ten Percent Owner”), the Option price shall not be less than 110% of the Fair Market Value of a share of Stock on the date the Option is granted. The Option price of each share of Stock subject to a nonstatutory stock option under this Plan shall be determined by the Committee, in its sole discretion, prior to granting the Option.

7.4 Duration of Options. Each Option shall expire at such time as the Committee shall determine at the time it is granted, provided, however, that no incentive stock option shall be exercisable later than ten (10) years from the date of its grant, and no incentive stock option granted to a Ten Percent Owner shall be exercisable later than five (5) years from the date of its grant.

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7.5 Exercise of Options. Options granted under the Plan shall be exercisable at such times and be subject to such restrictions and conditions as the Committee shall in each instance approve, which need not be the same for all Participants. Unless otherwise expressly provided in the Option, no Option may be exercised within six (6) months after the date of grant. Each Option that is intended to qualify as an incentive stock option pursuant to Section 422 of the Code shall comply with the applicable provisions of the Code pertaining to such Options. Without limitation, the Committee may, in its sole discretion, accelerate the date on which any Option may be exercised, or on which restrictions on Restricted Stock shall lapse.

7.6 Payment. The Option price of Stock acquired upon exercise of any Option, and applicable withholding as described in Sections 11.1 and 11.2, shall be paid in full on the date of exercise, by certified or cashier's check, by wire transfer, by money order, through a broker assisted exercise, with Stock (but with Stock only if expressly permitted by the terms of the Option), or by a combination of the above. If the Option Price is permitted to be, and is, paid in whole or in part with Stock, the value of the Stock surrendered shall be its Fair Market Value on the date surrendered. The proceeds from payment of Option prices shall be added to the general funds of the Company and shall be used for general corporate purposes. For purposes of this Section 7.6, “broker assisted exercise” shall mean a special sale and remittance procedure pursuant to which the Optionee shall concurrently provide irrevocable written instructions to (a) a Committee designated brokerage firm to effect the immediate sale of the shares and remit to the Company, out of the sale proceeds available on the settlement date, sufficient funds to cover the aggregate Option price plus all applicable withholding and employment taxes required, and (b) the Committee to deliver the certificates for the shares directly to such brokerage firm in order to complete the sale.

7.7 Restrictions on Stock Transferability. The Committee shall impose such restrictions on any shares of Stock acquired pursuant to the exercise of an Option under the Plan as it may deem advisable, including, without limitation, restrictions under applicable federal securities law, under the requirements of any stock exchange upon which such shares of Stock are then listed, and under any blue sky or state securities laws applicable to such shares.

7.8 Termination of Employment Due to Death or Disability. Unless otherwise expressly provided in the Option, if the employment of a Participant is terminated by reason of death or Disability, the rights under any then outstanding Option shall terminate upon the first to occur of (i) the expiration date of the Option or (ii) the first anniversary of such date of termination of employment.

7.9 Termination of Employment Other than for Death or Disability. Unless otherwise expressly provided in the Option, if the employment of the Participant shall terminate for any reason other than death or Disability, the rights under any then outstanding Option shall terminate upon the first to occur of (i) the expiration date of the Option or (ii) ninety (90) days after such date of termination of employment.

7.10 Nontransferability of Options. Unless otherwise expressly provided in the Option, no Option granted under the Plan may be sold, transferred pledged, assigned, or otherwise alienated or hypothecated, otherwise than by will or by the laws of descent and distribution. Further, all Options granted to a Participant under the Plan shall be exercisable during his lifetime only by such Participant.

7.11 Cancellation. Unless otherwise expressly provided in the Option of reference, in the event of a merger or consolidation where the Company is not the surviving corporation (or survives only as the 80% or greater owned subsidiary of another corporation), the Committee, in its sole discretion may cancel, by giving written notice (a “Cancellation Notice”), effective immediately prior to the consummation of such transaction, all or any of the vested portion of any, or all, Options that remain unexercised on such date. Such Cancellation Notice shall be given a reasonable period of time (but not less than 15 days) prior to the proposed date of such cancellation, and may be given either before or after shareholder approval (if any is required) of the transaction.

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Section 8.Restricted Stock; Restricted Stock Units

8.1    Grants of Restricted Stock and/or Restricted Stock Units. Subject to the provisions of Sections 5 and 6, the Committee, at any time and from time to time, may grant shares of Restricted Stock and/or Restricted Stock Units under the Plan to such Participants and in such amounts as it shall determine. Each such grant shall be evidenced by a written Award Agreement that specifies the Period of Restriction and other specific terms of the Award. Without limitation, the Committee may accelerate the date on which restrictions lapse with respect to any Restricted Stock and/or Restricted Stock Units. Upon the expiration or termination of the Period of Restriction and the satisfaction of any other conditions prescribed by the Committee (including, without limitation, the Participant's satisfaction of applicable tax withholding obligations attributable to the Award), the restrictions applicable to the Restricted Stock or Restricted Stock Units will lapse and the number of shares of Stock with respect to which the restrictions have lapsed will be delivered, free of any restrictions except those that may be imposed by law, the terms of the Plan or the terms of an Award Agreement, to the Participant or the Participant's beneficiary or estate, as the case may be, unless such Award is subject to a deferral condition that complies with Code Section 409A and the regulations and interpretive authority issued thereunder as may be allowed or required by the Committee in its sole discretion. The Company will not be required to deliver any fractional share of Stock but will pay, in lieu thereof, the Fair Market Value of such fractional share in cash to the Participant or the Participant's beneficiary or estate, as the case may be. With respect only to Restricted Stock Units, unless otherwise subject to a deferred settlement date specified in the Award Agreement that complies with Code Section 409A requirements, the Stock will be issued and delivered, and the Participant will be entitled to the beneficial ownership rights of such Stock, as soon as practicable after the Period of Restriction lapses, but not later than (i) the later of (x) the date that is 2 ½ months after the end of the Participant's taxable year for which the Period of Restriction ends and the Restricted Stock Unit is no longer subject to a substantial risk of forfeiture; or (y) the date that is 2 ½ months after the end of the Company's taxable year for which the Period of Restriction ends and the Restricted Stock Unit is no longer subject to a substantial risk of forfeiture; or (ii) such earlier date as may be necessary to avoid application of Code Section 409A to such Award.

8.2    Transferability. Except as provided in Section 8.6 hereof, the shares of Restricted Stock or Restricted Stock Units granted hereunder may not be sold, transferred, pledged, assigned, or otherwise alienated or hypothecated for such period of time as shall be determined by the Committee and shall be specified in the Award Agreement, or upon earlier satisfaction of other conditions as specified by the Committee in its sole discretion and set forth in the Award Agreement.

8.3    Other Restrictions. The Committee may impose such other restrictions on any shares of Restricted Stock and Restricted Stock Units granted pursuant to the Plan as it may deem advisable including, without limitation, restrictions under applicable federal or state securities laws, and may legend the certificates representing such shares to give appropriate notice of such restrictions.

8.4    Voting Rights. Participants holding shares of Restricted Stock granted hereunder may exercise full voting rights with respect to those shares during the Period of Restriction. Participants awarded Restricted Stock Units hereunder shall have no voting rights with respect to those Restricted Stock Units until the issuance and delivery of shares of Stock in respect thereof on the later of the lapse of the Period of Restriction or the settlement date specified in the Award Agreement.

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8.5    Dividends and Other Distributions. During the Period of Restriction, Participants granted Restricted Stock Units hereunder shall not be entitled to receive cash dividends distributed with respect to Stock underlying Restricted Stock Units. To the extent such Restricted Stock Units are not forfeited by such Participants prior to the end of the Period of Restriction, such Participants shall be entitled to receive cash payments immediately following the end of the Period of Restriction equal to the cash dividends that would otherwise have been paid with respect to the shares of Stock issued with respect to Restricted Stock Units had they been issued and outstanding throughout the Period of Restriction.

8.6    Termination of Employment. Unless otherwise expressly provided in the Award Agreement or any other agreement between a Participant and the Company, in the event that such Participant's employment with the Company is terminated for any reason during the Period of Restriction (including death), then any shares of Restricted Stock and any Restricted Stock Units still subject to restrictions at the date of such termination automatically shall be forfeited.

Section 9. Rights of Employees

9.1 Employment. Nothing in the Plan shall interfere with or limit in any way the right of the Company to terminate any Participant's employment at any time, nor confer upon any Participant any right to continue in the employ of the Company.

Section 10. Amendment, Modification and Termination of Plan

10.1 Amendment, Modification, and Termination of Plan. The Board at any time may terminate, and from time to time may amend or modify the Plan, and may amend or modify Awards hereunder; provided, however, that no amendment of the Plan or of any Award hereunder, without approval of the shareholders within one year after the adoption of such amendment, may (a) increase the aggregate number of shares of Stock that may be issued under the Plan; (b) extend the term of the Plan; or (c) materially modify the requirements as to eligibility to receive Awards under the Plan. No amendment, modification, or termination of the Plan shall in any manner adversely affect any Award theretofore granted under the Plan, without the consent of the affected Participant(s).

Section 11. Miscellaneous Provisions

11.1 Tax Withholding. Without limitation, on the date an Award is taken into a Participant's income, the Company shall have the right to withhold, or to require a Participant to remit to the Company, an amount sufficient to satisfy the Company's resulting federal, state, and local withholding and employment tax requirements with respect to such Award.

11.2 Stock Withholding Elections. On the date an Award is includible in a Participant's income, the Company shall have the right to withhold, or to require a Participant to remit to the Company, an amount sufficient to satisfy the Company's resulting federal, state, and local income tax and employment tax withholding requirements with respect to such Award, except that the Committee may permit, and the terms of an Award may provide that, a Participant may make an irrevocable election to have shares of Stock otherwise issuable thereunder withheld having an aggregate Fair Market Value sufficient to satisfy the Company's minimum total federal, state and local income and employment tax withholding obligations associated with the transaction. Any such elections, if available, must be made by a Participant on or prior to the tax date.

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11.3 Severability. If any provision of this Plan, or any Award, is held to be illegal or invalid for any reason, the illegality or invalidity shall not affect the remaining provisions of this Plan or any Award, but such provision shall be fully severable, and the Plan or Award, as applicable, shall be construed and enforced as if the illegal or invalid provision had never been included in the Plan or Award, as applicable.

11.4 Notice. Whenever any notice is required or permitted under this Plan, such notice must be in writing and personally delivered or sent by mail or delivery by a nationally recognized courier service. Any notice required or permitted to be delivered under this Plan shall be deemed to be delivered on the date on which it is personally delivered, or, if mailed, whether actually received or not, on the third Business Day after it is deposited in the United States mail, certified or registered, postage prepaid, addressed to the person who is to receive it at the address that such person has previously specified in accordance with this Subsection, or, if by courier, seventy-two (72) hours after it is sent, addressed as described in this Subsection. The Company or the Participant may change, at any time and from time to time, by written notice to the other, the address that it or he had previously specified for receiving notices; provided further, that a Participant who is not an Employee must file such written notice with the Committee. Until changed in accordance with this Plan, the Company and the Participant shall be deemed to have specified as its and his address for receiving notices (i) as to the Company, the principal executive offices of the Company, and (ii) as to the Participant, (A) where the Participant is an Employee, the most current address of the Participant set forth in the Company's employment records, and (B) where Participant is not an Employee, the address set forth in the most recent notice. Any person entitled to notice under this Plan may waive such notice. Without limiting the generality of the forgoing, for all purposes hereof, the address of the Company shall be the address of the Committee.

Section 12. Indemnification

12.1 Indemnification. Each person who is or shall have been a member of the Committee or of the Board shall be indemnified and held harmless by the Company against and from any loss, cost, liability or expense that may be imposed upon or reasonably incurred by him in connection with or resulting from any claim, action, suit or proceeding to which he may be a party or in which he may be involved by reason of any action taken or failure to act under the Plan made in good faith and against and from any and all amounts paid by him in settlement thereof, with the Company's approval, or paid by him in satisfaction of any judgment in any such action, suit or proceeding against him, provided he shall give the Company an opportunity, at its own expense, to handle and defend the same before he undertakes to handle and defend it on his own behalf. The foregoing right of indemnification shall not apply to any acts of willful misconduct by any member of the Committee or the Board. The foregoing right of indemnification shall not be exclusive of any other rights of indemnification to which such persons may be entitled under the Company's Charter or Bylaws, as a matter of law, or otherwise, or any power that the Company may have to indemnify them or hold them harmless.

Section 13. Requirements of Law

13.1 Requirements of Law. The granting of Awards and the issuance of shares of Stock upon the exercise of an Option shall be subject to all applicable laws, rules and regulations, and to such approvals by any governmental agencies or national securities exchanges as may be required.

13.2 Governing Law. The Plan, and all agreements hereunder, shall be construed in accordance with and governed by the laws of the State of Maryland.

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EX-10.2

Exhibit 10.2

AMENDMENT No. 1 TO AMENDED AND RESTATED

REVOLVING CREDIT AGREEMENT

This AMENDMENT No. 1 TO AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT (this “Amendment No. 1”) is made as of March 1, 2013 among (a) Miami AP Hotel, L.L.C., FelCor/JPM Hospitality (SPE), L.L.C., DJONT/JPM Hospitality Leasing (SPE), L.L.C., FelCor/JPM Boca Raton Hotel, L.L.C. and DJONT/JPM Boca Raton Leasing, L.L.C. (collectively, “Existing Borrowers”), (b) Charleston Mills House Hotel, L.L.C., (the “New Borrower”, and together with the Existing Borrowers, the “Borrowers”), and (c) JPMorgan Chase Bank, N.A., as Administrative Agent (in such capacity, “Administrative Agent”) for the Lenders.

WHEREAS, Existing Borrowers, the Lenders and Administrative Agent are parties to an Amended and Restated Revolving Credit Agreement, dated as of December 18, 2012 (as amended, the “Existing Credit Agreement”), pursuant to which the Lenders have agreed to make loans to Borrowers on the terms and conditions set forth therein; and

WHEREAS, Existing Borrowers have requested that the Administrative Agent, acting on behalf of the Lenders pursuant to Section 2.21(d) of the Existing Credit Agreement, amend certain provisions of the Existing Credit Agreement and certain other Loan Documents, to confirm the addition of the New Borrower, the substitution of the new Collateral Property and the substitution of the new Qualified Manager, Wyndham Hotel Management, Inc., a Delaware corporation, in place of Intercontinental Hotels Group Resources, Inc.; and the Administrative Agent has agreed to so amend certain provisions of the Existing Credit Agreement and certain other Loan Documents on the terms and conditions set forth herein.

NOW, THEREFORE, in consideration of the foregoing premises, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and fully intending to be legally bound by this Amendment No. 1, the parties hereto agree as follows:

1.Definitions. Capitalized terms used herein without definition shall have the meanings assigned to such terms in the Existing Credit Agreement.

2.Amendment to the Existing Credit Agreement. As of the First Amendment Effective Date (as defined in Section 4 hereof), the Existing Credit Agreement is hereby amended as follows:

2.1.Each of the following definitions is added to Section1.01 of Existing Credit Agreement in alphabetical order:

““Charleston Management Agreement” means the Management Agreement dated as of January 18, 2013, and effective as of March 1, 2013, as amended and assigned, by and between Hospitality Operating Lessee, as “Owner,” and Wyndham, as “Manager,” with respect to the Charleston Property.

“Charleston Operating Lease” means the Lease Agreement dated as of July 27, 1998, as amended and assigned, by and between Charleston Owner and Hospitality Operating Lessee for the Charleston Property.

“Charleston Owner” means Charleston Mills House Hotel, L.L.C., a Delaware limited liability company.

“Wyndham” shall mean Wyndham Hotel Management, Inc., a Delaware corporation.”

2.2.Each of the following definitions appearing in Section1.01 of the Existing Credit Agreement is hereby deleted and replaced in its entirety as follows:

““Borrower” and “Borrowers” have the meanings specified in the introductory paragraph hereto, and any entity that becomes a Borrower pursuant to Section 2.21(f), including the Charleston Owner.

“Houston ManagementAgreement” means the Management Agreement dated as of January 18, 2013, and effective as of March 1, 2013, as amended and assigned, by and between Hospitality Operating Lessee, as “Owner,” and Wyndham, as “Manager,” with respect to the Houston Property.

“Management Agreements” means the Charleston Management Agreement, the Dana Point Management Agreement, the Charlotte Management Agreement, the Houston Management Agreement, the Mandalay Beach Management Agreement, the Miami Management Agreement, the Philadelphia Management Agreement, the Pittsburgh Management Agreement and the Santa Monica Management Agreement or, if the context requires, any Replacement Management Agreement executed in accordance with the terms and provisions of this Agreement and “Management Agreement” means any of the Management Agreements.

“Operating Leases” means the Charleston Operating Lease, the Dana Point Operating Lease, the Charlotte Operating Lease, the Houston Operating Lease, the Mandalay Beach Operating Lease, the Miami Operating Lease, the Philadelphia Operating Lease, the Pittsburgh Operating Lease and the Santa Monica Operating Lease, and any operating lease relating to any Substitute Property, and “Operating Lease” means any one of the Operating Leases.

“Philadelphia ManagementAgreement” means the Management Agreement dated as of January 18, 2013, and effective as of March 1, 2013, as amended and assigned, by and between Hospitality Operating Lessee, as “Owner,” and Wyndham, as “Manager,” with respect to the Philadelphia Property.

“Pittsburgh ManagementAgreement” means the Management Agreement dated as of January 18, 2013, and effective as of March 1, 2013 as further amended and assigned, by and between Hospitality Operating Lessee, as “Owner,” and Wyndham, as “Manager,” with respect to the Pittsburgh Property.

“Santa Monica ManagementAgreement” means the Management Agreement dated as of January 18, 2013, and effective as of March 1, 2013, as amended and assigned, by and between Hospitality Operating Lessee, as “Owner,” and Wyndham, as “Manager,” with respect to the Santa Monica Property.

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“Substitute Property” means the Charleston Property and any other Proposed Substitute Property which becomes Collateral pursuant to the terms and conditions of Section 2.21, once the Substitution Date has occurred with respect to each such Proposed Substitute Property.”

2.3.Section6.15 of the Existing Credit Agreement is hereby deleted and replaced in its entirety as follows:

6.15Fee and Leasehold Ownership. Hospitality Owner is the sole legal and equitable fee owner of good and marketable, record title to the Charlotte Property, the Mandalay Beach Property, and the Santa Monica Property, in each case subject only to Permitted Liens. Dana Point Owner is the sole legal and equitable fee owner of good and marketable to title to the Dana Point Property, subject only to Permitted Liens. The Philadelphia Affiliate Ground Lessor is the sole legal and equitable fee owner of the Philadelphia Property, subject only to Permitted Liens. Miami Owner is the sole legal and equitable fee owner of, has good and marketable title to, and after recordation of the deed relating thereto, has record title to, the Miami Property, subject only to Permitted Liens. Charleston Owner is the sole legal and equitable fee owner of, has good and marketable title to, and after recordation of the deed relating thereto, has record title to, the Charleston Property, subject only to Permitted Liens. Each Ground Lessee is the owner of good and marketable, record title to the leasehold estate under its applicable Ground Lease, subject only to Permitted Liens; and each Operating Lessee is the legal and equitable owner of good and marketable, record title to the leasehold estate under its applicable Operating Lease subject only to Permitted Liens.

2.4.Section9.01(a)(i)(C) of the Existing Credit Agreement is hereby amended by adding the clause “and the Charleston Property” immediately following the words “Miami Property”.

2.5.The defined term “IHG” shall be deleted in its entirety, and each reference to IHG shall be deleted and shall be replaced with “Wyndham”.

2.6. The Existing Credit Agreement is amended to delete each of the Schedules thereto and to replace such Schedules with those attached hereto as Attachment A.

3.Provisions of General Application.

3.1.Representations and Warranties. Borrowers hereby represent and warrant as of the date hereof that (a) each of the representations and warranties of Borrowers contained in the Existing Credit Agreement, the other Loan Documents or in any document or instrument delivered pursuant to or in connection with the Existing Credit Agreement or this Amendment No. 1 are true as of the date as of which they were made and are true in all material respects (unless such representations are qualified as to “materiality”, “Material Adverse Effect” or with similar language, in which case such representations shall be true in all respects) at and as of the date of this Amendment No. 1 (except to the extent that such representations and warranties expressly speak as of a different date), (b) no Default or Event of Default exists on the date hereof, (c) the organizational documents of (i) each of the Existing Borrowers (other than the Miami Owner) attached to the Secretary's Certificate dated as of March 4, 2011, and (ii) the Miami Owner attached to the Secretary's Certificate

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dated as of December 11, 2012, in each case remain in full force and effect and, except for such certified copies of amendments or modifications to organizational documents provided to Administrative Agent and counsel thereto, such organizational documents have not been amended, modified, annulled, rescinded or revoked since March 4, 2011 or December 11, 2012, respectively, and (d) this Amendment No. 1 and each other Loan Document, certificate or other documentation delivered in connection herewith has been duly authorized, executed and delivered by each of Borrowers and is in full force and effect as of the First Amendment Effective Date, and the agreements and obligations of each of Borrowers contained herein and therein constitute the legal, valid and binding obligations of each of Borrowers, enforceable against it in accordance with their respective terms, except to the extent that the enforcement thereof or the availability of equitable remedies may be limited by applicable bankruptcy, reorganization, insolvency, moratorium, fraudulent transfer, fraudulent conveyance or similar laws now or hereafter in effect relating to or affecting creditors, rights generally or by general principles of equity, or by the discretion of any court in awarding equitable remedies, regardless of whether such enforcement is considered in a preceding in equity or at law.

3.2.No Other Changes. Except as otherwise expressly provided or contemplated by this Amendment No. 1, all of the terms, conditions and provisions of the Existing Credit Agreement remain unaltered and in full force and effect and are hereby ratified and confirmed in all respects. The Existing Credit Agreement and this Amendment No. 1 shall be read and construed as one agreement.

3.3.Governing Law. THIS AMENDMENT No. 1 SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK.

3.4.Assignment. This Amendment No. 1 shall be binding upon and inure to the benefit of each of the parties hereto and their respective permitted successors and assigns.

3.5.Counterparts. This Amendment No. 1 may be executed in any number of counterparts, but all such counterparts shall together constitute but one and the same agreement. In making proof of this Amendment No. 1, it shall not be necessary to produce or account for more than one counterpart thereof signed by each of the parties hereto.

3.6Loan Documents. This Amendment No. 1 shall be deemed to be a Loan Document under the Existing Credit Agreement and shall be construed, administered, and applied in accordance with all of the terms and provisions of the Loan Documents.

3.7Further Assurances. Borrowers shall, at any time and from time to time following the execution of this Amendment No. 1, execute and deliver all such further instruments and take all such further action as may be reasonably necessary or appropriate in order to carry out the provisions of this Amendment No. 1, in each case, as reasonably determined by Administrative Agent.

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3.8Credit Agreement References. On and after to the First Amendment Effective Date, each reference in the Existing Credit Agreement to “this Agreement”, “hereunder”, “hereof” or words of like import, and each reference to the Credit Agreement by the words “thereunder”, “thereof” or words of like import in any Loan Document or other document executed in connection with the Existing Credit Agreement, shall mean and be a reference to the Existing Credit Agreement, as amended by this Amendment No. 1 and any other amendments effective prior to the date hereof.

4.Effectiveness of this Amendment No. 1. This Amendment No. 1 shall become effective and the Substitute Property shall become Collateral Property hereunder on the date on which the following conditions precedent are satisfied (the “First AmendmentEffective Date”):

(a)Pursuant to Section 2.21(d) of the Existing Credit Agreement, each of the Administrative Agent, Borrowers and Guarantors shall have executed and delivered this Amendment No. 1, and Borrowers shall have delivered all other documentation, opinions, certificates (including the certificate delivered pursuant to Section 2.21(c) of the Existing Credit Agreement) and other materials that would have been required by Section 5.01 of the Existing Credit Agreement, had the Charleston Property been a Collateral Property as of the Restatement Date and any other material required by Section 2.21 of the Existing Credit Agreement so that all conditions to the Substitution Date with respect to the Charleston Property have been satisfied. The Administrative Agent shall have executed and/or delivered each release document required to release the Released Borrowers from the Loan Documents and requested by the Borrower Representative, subject to any continuing indemnification obligations that would otherwise survive repayment of the Loan.

(b)The representations and warranties of Borrowers contained in the Existing Credit Agreement and each of the other Loan Documents shall be true and correct in all material respects on and as of the First Amendment Effective Date (except to the extent that such representations and warranties expressly speak as of a different date);

(c) On and as of the First Amendment Effective Date, no Default or Event of Default shall have occurred and be continuing;

(d)Since the Restatement Date, there shall not have been any material adverse change in the business, condition, operations, performance, or properties of Borrowers that is reasonably likely to or which could reasonably be expected to have or result in a Material Adverse Effect;

(e)In addition to the certificate delivered under clause (a) above, Borrowers shall have delivered a certificate of an Authorized Officer (1) containing incumbency certificates of Borrowers and Guarantors, (2) attaching resolutions authorizing this Amendment No. 1, (3) confirming (x) no changes to the Organizational Documents of Existing Borrowers and Guarantors from those copies delivered on the Restatement Date and (y) satisfaction of the condition set forth in clause (d) above, and attaching Organizational Documents of New Borrower, and (4) certifying as true, accurate and in full force and effect all of the new Management Agreements with Wyndham, entered into as of January 18, 2013 and effective as of March 1, 2013.

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(f)Borrowers shall have paid to Administrative Agent, for its own account, all fees and expenses (including legal fees and expenses) that are due and payable as of the date hereof.

[Remainder of page left blank intentionally]

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IN WITNESS WHEREOF, the undersigned have duly executed and delivered this Amendment No. 1 as of the date first set forth above.

BORROWERS:	FELCOR/JPM HOSPITALITY (SPE), L.L.C.
	By:	/s/ Bianca S. Green
		Name:	Bianca S. Green
		Title:	Vice President
	DJONT/JPM HOSPITALITY LEASING (SPE), L.L.C.
	By:	/s/ Bianca S. Green
		Name:	Bianca S. Green
		Title:	Vice President
	FELCOR/JPM BOCA RATON HOTEL, L.L.C.
	By:	/s/ Bianca S. Green
		Name:	Bianca S. Green
		Title:	Vice President
	DJONT/JPM BOCA RATON LEASING (SPE), L.L.C.
	By:	/s/ Bianca S. Green
		Name:	Bianca S. Green
		Title:	Vice President
	MIAMI AP HOTEL, L.L.C.
	By:	/s/ Bianca S. Green
		Name:	Bianca S. Green
		Title:	Vice President

JOINDER OF NEW BORROWER:The Borrower signatory below (“New Borrower”) acknowledges, agrees and confirms that, by its execution of this Amendment No. 1, such New Borrower shall become a party to the Existing Credit Agreement (as amended by Amendment No. 1) (as so amended, the “Credit Agreement”) and the Environmental Indemnity as a “Borrower” as of the date hereof and shall have all of the rights and obligations of a “Borrower” thereunder as if such Borrower had executed the Credit Agreement on the Restatement Date. New Borrower hereby ratifies, as of the date hereof, and agrees to be bound as a “Borrower” by, all of the terms, provisions and conditions contained in the Credit Agreement and the Environmental Indemnity. New Borrower hereby makes each of the representations and warranties and agrees to each of the covenants applicable to a Borrower contained in the Credit Agreement. From and after the date hereof, all references in the Loan Documents to the “Borrowers” shall for all purposes be deemed to include the undersigned New Borrower. Without limiting the forgoing, New Borrower hereby appoints and authorizes the Borrower Representative to act as its representative in accordance with the Credit Agreement and each of the other Loan Documents.

CHARLESTON MILLS HOUSE HOTEL, L.L.C.
By:	/s/ Bianca S. Green
	Name:	Bianca S. Green
	Title:	Vice President

GUARANTORS AND PRINCIPALS:Each Guarantor and Principal, as applicable, by its signature below hereby (i) acknowledges Amendment No. 1 to the Existing Credit Agreement, which amends the Existing Credit Agreement to add Charleston Mills House Hotel, L.L.C. as a New Borrower, (ii) reaffirms (or in the case of the Principal of the New Borrower, confirms) (a) its pledge or guaranty (including the Environmental Indemnity), as applicable, as security for the payment and performance when due of all of the Obligations of all Borrowers (including the New Borrower) in accordance with the applicable Loan Documents to which it is a party, including the Credit Agreement, and (b) the representations, warranties and covenants set forth in Sections 6.34 and 7.23(e) of the Credit Agreement, as applicable, and (iii) confirms that the Loan Document(s) to which is party shall remain in full force and effect after giving effect to Amendment No. 1 to the Existing Credit Agreement.

FELCOR/JPM HOSPITALITY HOLDCO (SPE), L.L.C.,
as Principal of Hospitality Owner
By:	/s/ Bianca S. Green
	Name:	Bianca S. Green
	Title:	Vice President
DJONT/JPM HOSPITALITY LEASING HOLDCO (SPE), L.L.C.,
as Principal of Hospitality Operating Lessee
By:	/s/ Bianca S. Green
	Name:	Bianca S. Green
	Title:	Vice President
FELCOR LODGING LIMITED PARTNERSHIP,
as Principal of Dana Point Owner
	By:	FelCor Lodging Trust Incorporated, its General Partner
	By:	/s/ Bianca S. Green
		Name:	Bianca S. Green
		Title:	Vice President

FELCOR TRS HOLDINGS, L.L.C.,
as Principal of Dana Point Operating Lessee
By:	/s/ Bianca S. Green
	Name:	Bianca S. Green
	Title:	Vice President
FELCOR PENNSYLVANIA COMPANY, L.L.C.,
a Delaware limited liability company
By:	/s/ Bianca S. Green
	Name:	Bianca S. Green
	Title:	Vice President
FELCOR LODGING TRUST INCORPORATED,
a Maryland corporation
	By:	FelCor Lodging Trust Incorporated, its General Partner
	By:	/s/ Bianca S. Green
		Name:	Bianca S. Green
		Title:	Vice President
CHARLESTON MILLS HOUSE HOTEL HOLDCO, L.L.C.,
as Principal of Charleston Owner
By:	/s/ Bianca S. Green
	Name:	Bianca S. Green
	Title:	Vice President

LENDERS:	JPMORGAN CHASE BANK, N.A.,
	as Administrative Agent on behalf of the Lenders
	pursuant to Section 2.21 (d)
	By:	/s/ Marc Costantino
		Name:	Marc Costantino
		Title:	Executive Director

EX-10.3

Exhibit 10.3

IN CONSULTATION WITH LOCAL COUNSEL IN [ ],

THIS INSTRUMENT WAS PREPARED BY

AND, ONCE FILED, RETURN TO:

Athy A. O'Keeffe, Esq.

Cahill Gordon & Reindel LLP

80 Pine Street

New York, NY 10005

(Space above this line for recording purposes only.)

[_____________] and

[______________]

together, as grantor

to

[_______________]

as trustee

for the benefit of

U.S. BANK NATIONAL ASSOCIATION

as Collateral Agent, as beneficiary

[FEE AND] LEASEHOLD DEED OF TRUST, ASSIGNMENT OF LEASES AND RENTS,

SECURITY AGREEMENT AND FIXTURE FILING

[Maximum Principal Indebtedness For ______________ Recording Tax Purposes is $___________]

COLLATERAL INCLUDES FIXTURES

Dated:	As of [ ] ___, 2013
Location:	[_________________]
	[_________________]
County:	[_________________] ]

TABLE OF CONTENTS

	Page
ARTICLE 1
DEFINED TERMS
SECTION 1.1. DEFINED TERMS	2
ARTICLE 2
GRANTS OF SECURITY
SECTION 2.1. PROPERTY MORTGAGED	5
SECTION 2.2. ASSIGNMENT OF LEASES AND RENTS	9
SECTION 2.3. [RESERVED]	10
SECTION 2.4. COLLECTION OF RENTS BY THE GRANTEE	10
SECTION 2.5. IRREVOCABLE INTEREST	10
SECTION 2.6. SECURITY AGREEMENT	11
SECTION 2.7. FIXTURE FILING	11
SECTION 2.8. CONDITIONS TO GRANT	12
SECTION 2.9. GRANTS TO GRANTEE	12
SECTION 2.10. [HOMESTEAD	12
ARTICLE 3
SECURED OBLIGATIONS
SECTION 3.1. SECURED OBLIGATIONS	12
SECTION 3.2. PAYMENT OF OBLIGATIONS	12
SECTION 3.3. INCORPORATION BY REFERENCE	12
SECTION 3.4. FUTURE ADVANCES	13
SECTION 3.5. [MAXIMUM AMOUNT OF INDEBTEDNESS	13
SECTION 3.6. LAST DOLLAR SECURED	13
ARTICLE 4
PROPERTY AND COLLATERAL REPRESENTATIONS AND COVENANTS
SECTION 4.1. INSURANCE	13
SECTION 4.2. TAXES AND OTHER CHARGES	13
SECTION 4.3. LEASES	13
SECTION 4.4. TITLE	14
SECTION 4.5. PAYMENT FOR LABOR AND MATERIALS	15
SECTION 4.6. MAINTENANCE AND USE OF PROPERTY, WASTE, USE	15
SECTION 4.7. CHIEF EXECUTIVE OFFICE; CHANGE OF NAME; JURISDICTION OF ORGANIZATION; STATUS OF GRANTOR	16

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SECTION 4.8. EVENT OF LOSS	16
SECTION 4.9. OPERATING LEASE	16
SECTION 4.10. MANAGEMENT AGREEMENT	17
SECTION 4.11. [FRANCHISE AGREEMENT]	18
SECTION 4.12. [GROUND LEASE]	18
ARTICLE 5
FURTHER ASSURANCES
SECTION 5.1. COMPLIANCE WITH INDENTURE	20
SECTION 5.2. AUTHORIZATION TO FILE FINANCING STATEMENTS; POWER OF ATTORNEY	20
SECTION 5.3. RECORDING OF SECURITY INSTRUMENT, ETC.	21
SECTION 5.4. ADDITIONS TO PROPERTY	21
SECTION 5.5. ADDITIONAL SECURITY	21
SECTION 5.6. STAMP AND OTHER TAXES	21
SECTION 5.7. CERTAIN TAX LAW CHANGES	21
SECTION 5.8. PROCEEDS OF TAX CLAIM	21
ARTICLE 6
DUE ON SALE/ENCUMBRANCE
SECTION 6.1. NO SALE/ENCUMBRANCE	22
ARTICLE 7
PREPAYMENT; RELEASE OF PROPERTY
SECTION 7.1. PREPAYMENT	22
SECTION 7.2. RELEASE OF PROPERTY	22
ARTICLE 8
DEFAULT
SECTION 8.1. EVENT OF DEFAULT	22
ARTICLE 9
RIGHTS AND REMEDIES UPON DEFAULT
SECTION 9.1. REMEDIES	22
SECTION 9.2. APPLICATION OF PROCEEDS	25
SECTION 9.3. RIGHT TO CURE DEFAULTS	26
SECTION 9.4. ACTIONS AND PROCEEDINGS	26

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SECTION 9.5. RECOVERY OF SUMS REQUIRED TO BE PAID	26
SECTION 9.6. ADDITIONAL PROVISIONS	26
SECTION 9.7. OTHER RIGHTS, ETC	27
SECTION 9.8. RIGHT TO RELEASE ANY PORTION OF THE PROPERTY	27
SECTION 9.9. RIGHT OF ENTRY	28
SECTION 9.10. BANKRUPTCY	28
SECTION 9.11. SALE OF OPERATING LEASE	28
SECTION 9.12. SUBROGATION	28
ARTICLE 10
INDEMNIFICATIONS
SECTION 10.1. GENERAL INDEMNIFICATION	28
SECTION 10.2. MORTGAGE AND/OR INTANGIBLE TAX	29
SECTION 10.3. GRANTEE'S RIGHTS	29
ARTICLE 11
WAIVERS AND OTHER MATTERS
SECTION 11.1. WAIVER OF COUNTERCLAIM	29
SECTION 11.2. MARSHALLING AND OTHER MATTERS	29
SECTION 11.3. WAIVER OF NOTICE	29
SECTION 11.4. WAIVER OF STATUTE OF LIMITATIONS	29
SECTION 11.5. SOLE DISCRETION OF GRANTEE	30
SECTION 11.6. WAIVER OF TRIAL BY JURY	30
SECTION 11.7. WAIVER OF FORECLOSURE DEFENSE	30
SECTION 11.8. GRANTOR'S KNOWLEDGE	30
SECTION 11.9. USURY SAVINGS PROVISIONS	30
ARTICLE 12
CROSS-COLLATERALIZATION
SECTION 12.1. CROSS-COLLATERALIZATION	31
ARTICLE 13
GRANTEE AND NOTICES
SECTION 13.1. FAILURE TO ACT	31
SECTION 13.2. NOTICES	31

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ARTICLE 14
APPLICABLE LAWS
SECTION 14.1. GOVERNING LAWS; JURISDICTION; ETC	32
SECTION 14.2. PROVISIONS SUBJECT TO APPLICABLE LAWS	32
ARTICLE 15
MISCELLANEOUS PROVISIONS
SECTION 15.1. NO ORAL CHANGE	32
SECTION 15.2. SUCCESSORS AND ASSIGNS; JOINT AND SEVERAL	33
SECTION 15.3. INAPPLICABLE PROVISIONS	33
SECTION 15.4. HEADINGS, ETC.	33
SECTION 15.5. NUMBER AND GENDER	33
SECTION 15.6. ENTIRE AGREEMENT	33
SECTION 15.7. LIMITATION ON GRANTEE'S OR SECURED PARTIES' RESPONSIBILITY	33
SECTION 15.8. DUPLICATE ORIGINALS; COUNTERPARTS	33
SECTION 15.9. COVENANTS TO RUN WITH THE LAND	33
SECTION 15.10. CONCERNING GRANTEE	33
SECTION 15.11. GRANTEE MAY PERFORM; GRANTEE APPOINTED ATTORNEY-IN-FACT	34
SECTION 15.12. CONTINUING SECURITY INTEREST; ASSIGNMENT	34
SECTION 15.13. TERMINATION; RELEASE	34
SECTION 15.14. RELATIONSHIP	35
ARTICLE 16
[RESERVED]
ARTICLE 17
DEED OF TRUST PROVISIONS
SECTION 17.1. CONCERNING THE TRUSTEE	35
SECTION 17.2. TRUSTEE'S FEES	35
SECTION 17.3. CERTAIN RIGHTS	35
SECTION 17.4. RETENTION OF MONEY	36
SECTION 17.5. PERFECTION OF APPOINTMENT	36
SECTION 17.6. SUCCESSION INSTRUMENTS	36
ARTICLE 18
[RESERVED]

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ARTICLE 19
THIRD PARTY GRANTOR PROVISIONS
SECTION 19.1. THIRD PARTY GRANTOR	36
SECTION 19.2. AUTHORIZATIONS TO GRANTEE	36
SECTION 19.3. GRANTOR'S WARRANTIES	36
SECTION 19.4. GRANTOR'S WAIVERS	37
SECTION 19.5. FURTHER EXPLANATION OF WAIVERS	37
SECTION 19.6. GRANTOR'S UNDERSTANDINGS WITH RESPECT TO WAIVERS.	38
ARTICLE 20
STATE SPECIFIC PROVISIONS
[EXHIBIT [A/B]: LEGAL DESCRIPTION OF [FEE] LAND]
[EXHIBIT [A/B]: DESCRIPTION OF [ ] GROUND LEASE]
[EXHIBIT [B/C]: DESCRIPTION OF [ ] GROUND LEASE]
SCHEDULE I: MAJOR LEASE

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[FEE AND] LEASEHOLD DEED OF TRUST, ASSIGNMENT OF LEASES AND RENTS,

SECURITY AGREEMENT AND FIXTURE FILING

THIS [FEE AND] LEASEHOLD DEED OF TRUST, ASSIGNMENT OF LEASES AND RENTS, SECURITY AGREEMENT AND FIXTURE FILING (this “Security Instrument”) is entered into this [__] day of [________], 2013 to be effective as of January [ ], 2013 (the “Effective Date”), by [____________] a [________] [_________] (“Owner”), and [______________], a [_________] [_______] (“Operator”) (Owner and Operator are collectively and together with their permitted successors and assigns, individually or collectively (as the context requires) referred to herein as “Grantor”), whose address is c/o FelCor Lodging Trust Incorporated, 545 E. John Carpenter Freeway, Suite 1300, Irving, Texas 75062, Attention: General Counsel, as grantor[, to [______________] (together with its successors and assigns, “Trustee”), whose address is [______________], as trustee,] for the benefit of U.S. BANK NATIONAL ASSOCIATION (“U.S. Bank”), as Collateral Agent (“Collateral Agent”) under the Indenture for its benefit and the benefit of the Secured Parties (as hereinafter defined) (Collateral Agent, in such capacity, together with its successors and assigns, “Grantee”), whose address is 60 Livingston Avenue, EP-MN-WS3C, St. Paul, Minnesota 55107-2292, Attention: Corporate Trust Services, as beneficiary.

RECITALS:

A.Pursuant to (i) that certain Indenture, dated as of December 17, 2012 (the “Original Indenture”), among FelCor Lodging Limited Partnership, a Delaware limited partnership (the “Issuer” or “FelCor LP”), FelCor Lodging Trust Incorporated, a Maryland corporation (“FelCor”), the Guarantors (as defined therein), U.S. Bank, as trustee (in such capacity, together with its successors and assigns, the “Indenture Trustee”), Collateral Agent and in its capacities as registrar and paying agent, and (ii) that certain Purchase Agreement dated December 12, 2012 (as amended, restated, supplemented or otherwise modified from time to time, the “Purchase Agreement”) among the Issuer, FelCor (together with the Issuer, the “Companies”), certain subsidiaries of the Companies party thereto, and J.P. Morgan Securities LLC, for itself and as representative of those certain parties named in Schedule I thereto (collectively, the “Initial Purchasers”), the Issuer has issued or will issue $525,000,000.00 aggregate principal amount of its 5.625% Senior Secured Notes due 2023 (the “2023 5.625% Senior Secured Notes”; together with any additional Notes and the Exchange Notes (as Notes and Exchange Notes are defined in the Indenture) issued pursuant to the Indenture from time to time, collectively, the “Indenture Notes”) upon the terms and subject to the conditions set forth therein.

B.Pursuant to that certain First Supplemental Indenture to the Indenture dated as of January 7, 2013 (the “First Supplemental Indenture”; the Original Indenture, as modified by the First Supplemental Indenture, and as the same may be further amended, restated, supplemented or otherwise modified from time to time, the “Indenture”) by and among the Issuer, FelCor, the Additional Subsidiary Guarantors (as defined in the First Supplemental Indenture) and U.S. Bank, as Indenture Trustee and Collateral Agent, the Additional Subsidiary Guarantors guaranteed the Indenture Notes and certain of the Issuer's obligations under the Indenture in accordance with the terms set forth therein.

C.The Issuer owns, directly or indirectly, 100% of the issued and outstanding ownership interests in Grantor.

D.The Grantee has been appointed to serve as Collateral Agent under the Indenture and, in such capacity, to enter into this Security Instrument.

E.Grantor and the Companies are part of a group of related companies, and Grantor has received and/or expects to receive substantial direct and indirect benefit from the proceeds of the Indenture Notes pursuant to the Indenture (which benefits are hereby acknowledged) and is, therefore, willing to enter into this Security Instrument.

F.It is a requirement under the Purchase Agreement and the Indenture, that the Grantor shall have executed and delivered this Security Instrument to the Grantee for its own benefit and for the benefit of the Secured Parties.

G.    The Grantor is entering into this Security Instrument to create a lien on and a security interest in the Property (as hereinafter defined) and to secure the performance and payment of the Secured Obligations (as hereinafter defined).

NOW THEREFORE, in consideration of the foregoing premises and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Grantor hereby covenants and agrees with the Grantee as follows:

ARTICLE 1

DEFINED TERMS

Section 1.1. DEFINED TERMS. The following terms in this Security Instrument shall have the following meanings:

“Accounts Receivable” shall have the meaning assigned to such term in Section 2.1(p) hereof.

“Applicable Laws” shall mean all existing and future federal, state and local laws, orders, ordinances, governmental rules and regulations and court orders applicable in the jurisdiction in which the Property is located.

“Affiliate” shall have the meaning assigned to such term in the Indenture.

“attorneys' fees,” “legal fees” and “counsel fees” shall include any and all attorneys', paralegal and law clerk fees and disbursements, including, but not limited to, fees and disbursements at the pre-trial, trial and appellate levels incurred or paid by any Secured Party in protecting its interest in the Property, the Leases and the Rents and enforcing its rights hereunder.

“Awards” shall have the meaning assigned to such term in Section 2.1(j) hereof.

“Bankruptcy Code” shall have the meaning assigned to such term in Section 2.1(g) hereof.

“Business Day” shall have the meaning assigned to such term in the Indenture.

“Collateral” shall have the meaning assigned to such term in Section 2.6 hereof.

“Collateral Agent” shall have the meaning assigned to such term in the preamble hereto and shall include any successors and assigns.

“Collateral Documents” shall have the meaning assigned to such term in the Indenture.

“Creditors Rights Laws” shall have the meaning assigned to such term in Section 2.1(h) hereof.

“Credit Parties” shall mean, collectively, the Companies and the Subsidiary Guarantors.

“Default Rate” shall have the meaning assigned to such term in Section 9.3 hereof.

“Event of Default” shall have the meaning assigned to such term in Section 8.1 hereof.

“Event of Loss” shall have the meaning assigned to such term in the Indenture.

“FelCor” shall have the meaning assigned to such term in the recitals hereto.

“[Fee] Land” shall have the meaning assigned to such term in Section 2.1[(a)] hereof.

[“Fee Owner”] shall have the meaning assigned to such term in Section 2.1[(b)]hereof.

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“FelCor” shall have the meaning assigned to such term in the recitals hereto.

[“Franchise Agreement”shall mean that certain [franchise agreement] dated as of [ ], [ ], between [ ] and Operator, as may be amended, restated, supplemented or otherwise modified from time to time.]

[“Franchisor”shall mean [INSERT NAME OF FRANCHISOR, AS APPLICABLE], in its capacity as [Franchisor] under the Franchise Agreement, and shall include any successors and assigns pursuant thereto.]

“Grantee” shall have the meaning assigned to such term in the preamble hereto and shall include any successors and assigns.

“Grantor” shall have the meaning assigned to such term in the preamble hereto and shall include any successors and assigns.

[“Ground Leasehold Estate”] shall have the meaning assigned to such term in Section 2.1[(b)] hereof.

[“Ground Lease”] shall have the meaning assigned to such term in Section 2.1[(b)] hereof.

“Improvements” shall have the meaning assigned to such term in Section 2.1(d) hereof.

“Indemnified Party” means, individually or collectively, as the context may require, Collateral Agent, the Secured Parties, the Initial Purchasers and any Person (a) who is or will have been involved in the origination of the Secured Obligations, (b) whose name the encumbrance created by this Security Instrument is or will have been recorded or (c) who may hold or acquire or will have held a full or partial interest in the Indenture Notes, as well as the respective directors, officers, shareholders, partners, members, employees, agents, servants, representatives, contractors, subcontractors, Affiliates, subsidiaries, participants, successors and assigns of any and all of the foregoing.

“Indenture” shall have the meaning assigned to such term in the recitals hereto.

“Indenture Notes” shall have the meaning assigned to such term in the recitals hereto.

“Indenture Trustee” shall have the meaning assigned to such term in the recitals hereto.

“Initial Purchasers” shall have the meaning assigned to such term in the recitals hereto.

“Instrument” shall have the meaning assigned to such term in the Uniform Commercial Code.

“Insurance Proceeds” shall have the meaning assigned to such term in Section 2.1[(i)] hereof.

“Issuer” shall have the meaning assigned to such term in the recitals hereto.

[“Land”] shall have the meaning assigned to such term in Section 2.1[(b)]hereof.

[“Leasehold Land”] shall have the meaning assigned to such term in Section 2.1[(b)] hereof.

“Leases” shall have the meaning assigned to such term in Section 2.1(h) hereof.

“Losses” shall have the meaning assigned to such term in the Indenture.

“Lien” shall have the meaning assigned to such term in the Indenture.

“Major Lease” means: (a) the Operating Lease, and (b) those Leases as set forth on Schedule I attached hereto, and any amendment, supplement, modification or replacement thereof; and (c) any instrument guaranteeing or providing credit support for any Major Lease.

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[“Management Agreement”] shall mean that certain [management agreement] dated as of [ ], [          ], between [ ] and Operator, as may be amended, restated, supplemented or otherwise modified from time to time.]

[“Manager”] shall mean [INSERT NAME OF MANAGER, AS APPLICABLE], in its capacity as [Manager] under the Management Agreement, and shall include any successors and assigns pursuant thereto.

“Material Adverse Effect”means (a) a material adverse effect upon the condition, financial or otherwise, business, prospects, net worth or results of operations of the Grantor, Companies, and the Subsidiaries, taken as a whole; (b) a material impairment of the rights and remedies of Grantee or any Secured Party under any Note Document; or (c) a material adverse effect upon the legality, validity, binding effect or enforceability against any Credit Party of any Note Document to which it is a party.

“Net Loss Proceeds” shall have the meaning assigned to such term in the Indenture.

“Note Documents”shall mean the Indenture Notes, the Indenture, the Collateral Documents and any other documents or instruments entered into in connection with the foregoing.

“Operating Lease” shall have the meaning assigned to such term in Section 2.1[(g)] hereof.

“Operating Leasehold Estate” shall have the meaning assigned to such term in Section 2.1[(g)] hereof.

“Operator” shall have the meaning assigned to such term in the preamble hereto.

“Original Indenture” shall have the meaning assigned to such term in the recitals hereto.

“Other Charges” shall mean any and all present and future real estate, property and other taxes, assessments and special assessments, levies, fees, all water and sewer rents and charges and all other governmental charges imposed upon or assessed against, and all claims (including, without limitation, claims for landlords', carriers', mechanics', workmens', repairmens', laborers', materialmens', suppliers' and warehousemens' Liens and other claims arising by operation of law), judgments or demands against, all or any portion of the Property or other amounts of any nature which, if unpaid, might result in, or permit the creation of, a Lien on the Property or which might result in foreclosure of all or any portion of the Property.

“Other Mortgages” shall have the meaning assigned to such term in Section 12.1 hereof.

“Other Properties” shall have the meaning assigned to such term in Section 12.1 hereof.

“Owner” shall have the meaning assigned to such term in the preamble hereto.

“Permitted Liens” shall have the meaning assigned to the term “Permitted Collateral Encumbrances” in Section 4.23(c)(ii) of the Indenture.

“Person” shall have the meaning assigned to such term in the Indenture.

“Personal Property” shall have the meaning assigned to such term in Section 2.1(f) hereof.

“Pledge Agreement” shall have the meaning assigned to such term in the Indenture.

“Proceeds” shall have the meaning assigned to such term in the Uniform Commercial Code .

“Property” shall have the meaning assigned to such term in Section 2.1 hereof.

“Purchase Agreement” shall have the meaning assigned to such term in the recitals hereto.

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“Recorder” shall mean [ ].

“Renewal Lease” shall have the meaning assigned to such term in Section 4.3(b) hereof.

“Rents” shall have the meaning assigned to such term in Section 2.1[(h)] hereof.

[“Secured Amount”] shall have the meaning assigned to such term in Section 3.5 hereof.

“Security Instrument” shall have the meaning assigned to such term in the preamble hereto.

“Secured Obligations” shall have the meaning assigned to such term in the Pledge Agreement.

“Secured Parties” shall have the meaning assigned to such term in the Pledge Agreement.

“State” shall mean the State in which the Land is located.

“Tangible Chattel Paper” shall have the meaning assigned to such term in the Uniform Commercial Code.

“Taxes” shall have the meaning assigned to such term in Section 4.2 hereof.

“Tenant” shall mean any tenant, lessee, sublessee, franchisee, licensee, grantee or obligee, as applicable.

“Third Party Borrower” shall have the meaning assigned to such term in Section 19.1 hereof.

“Trustee” shall have the meaning assigned to such term in the preamble hereto.

“Uniform Commercial Code” means the Uniform Commercial Code as in effect from time to time in the state in which the Property is located; provided, however, that, at any time, if by reason of mandatory provisions of law, any or all of the perfection or priority of the Grantee's security interest in any item or portion of the Collateral is governed by the Uniform Commercial Code as in effect in a jurisdiction other than the state in which the Property is located, the term “Uniform Commercial Code” shall mean the Uniform Commercial Code as in effect, at such time, in such other jurisdiction for purposes of the provisions hereof relating to such perfection or priority and for purposes of definitions relating to such provisions.

“Work Charge” shall have the meaning assigned to such term in Section 4.5(a) hereof.

All capitalized terms used herein but not defined herein shall have the meaning assigned to such terms in the Indenture. The rules of construction set forth in Section 1.03 of the Indenture shall be applicable to this Security Instrument mutatis mutandis. Unless the context clearly indicates a contrary intent or unless otherwise specifically provided herein, words used in this Security Instrument may be used interchangeably in singular or plural form.

ARTICLE 2

GRANTS OF SECURITY

Section 2.1. PROPERTY MORTGAGED. Pursuant to the terms of Sections 2.2, 2.6 and 2.8 below, in order to secure the due and punctual payment and performance of all of the Secured Obligations for the benefit of the Secured Parties, Grantor does hereby irrevocably MORTGAGE, GRANT, BARGAIN, SELL, PLEDGE, ASSIGN, WARRANT, TRANSFER and CONVEY, subject to the Permitted Liens, to Trustee, in trust, with [power of sale] and right of entry and possession,

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for the use and benefit of the Grantee, and does hereby grant a security interest in and lien upon all of the following property, rights, interests, and estates now owned or hereafter acquired by Grantor (collectively, the “Property”), subject to the Permitted Liens, if any:

[(a)    Land. The fee interest in the real property described in Exhibit A attached hereto and made a part hereof (collectively, the “[Fee] Land”);]

[(b)    Ground Lease. [That/Those] certain ground lease[s] as more particularly described on Exhibit [A/B] [and Exhibit [B/C]] attached hereto (as amended, restated, supplemented or otherwise modified from time to time, [individually and collectively, as the context may require,] the “Ground Lease”), and the leasehold estate[s] created thereby (the “Ground Leasehold Estate”) in the real property described in the Ground Lease [and described [respectively] in Exhibit [A/B] [and Exhibit [B/C]] attached hereto ([collectively,] the “[Leasehold] Land”, [the Leasehold Land and the Fee Land are sometimes referred to herein collectively as, the “Land”)], including any and all credits, deposits, options, proceeds, privileges and rights of Owner as tenant under the Ground Lease, including, but not limited to, the right, if any, to renew or extend the Ground Lease for succeeding term or terms, and also including all the right, title, claim or demand whatsoever of Owner either in law or in equity, in possession or expectancy, of, in and to Owner's right, as tenant under the Ground Lease, to elect under Section 365(h)(1) of the Bankruptcy Code to terminate or treat the Ground Lease as terminated or to consent to the transfer of the interest of lessor under the Ground Lease (together with any future owners(s) of the lessor's interest in the Ground Lease, collectively, the “Fee Owner”) in the Leasehold Land and the Improvements (as hereinafter defined) free and clear of the Ground Lease under Section 363 of the Bankruptcy Code in the event (i) of the bankruptcy, reorganization or insolvency of the Fee Owner, and (ii) (A) the rejection of the Ground Lease by the Fee Owner, as debtor in possession, or by a trustee for the Fee Owner, pursuant to Section 365 of the Bankruptcy Code or (B) any attempt by the Fee Owner, as debtor in possession, or by a trustee for the Fee Owner, to transfer the Fee Owner's interest in the Leasehold Land and the Improvements under Section 363 of the Bankruptcy Code;]

[(c)]    Additional Land. All additional lands, estates and development rights hereafter acquired by Grantor for use in connection with the Land and the development of the Land and all additional lands and estates therein which may, from time to time, by supplemental mortgage or otherwise be expressly made subject to the Lien of this Security Instrument;

[(d)]    Improvements. The buildings, structures, fixtures, additions, enlargements, extensions, modifications, repairs, replacements and improvements of every kind or description now or hereafter attached, erected or located on the Land, including, without limitation, (i) all attachments, railroad tracks, foundations, sidewalks, drives, roads, curbs, streets, ways, alleys, passages, passageways, sewer rights, parking areas, driveways, fences and walls and (ii) all materials now or hereafter located on the Land intended for the construction, reconstruction, repair, replacement, alteration, addition or improvement of or to such buildings, fixtures, structures and improvements, all of which materials shall be deemed to be part of the Improvements (as defined herein) immediately upon delivery thereof on the Land and to be part of the Improvements immediately upon their incorporation therein (collectively, the “Improvements”);

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[(e)]    Easements. All easements, rights-of-way or use, rights, strips and gores of land, streets, ways, alleys, passages, sewer rights, water, water courses, water rights and powers, air rights and development rights, and all estates, rights, titles, interests, privileges, liberties, servitudes, tenements, hereditaments and appurtenances of any nature whatsoever, in any way now or hereafter belonging, relating or pertaining to the Land and the Improvements, including, but not limited to, the reversions and remainders, and all land lying in the bed of any street, road or avenue, opened or proposed, in front of or adjoining the Land, to the center line thereof and all the estates, rights, titles, interests, dower and rights of dower, curtesy and rights of curtesy, property, possession, claim and demand whatsoever, both at law and in equity, of Grantor of, in and to the Land and the Improvements, and every part and parcel thereof, with the appurtenances thereto;

[(f)]    Fixtures and Personal Property. All machinery, apparatus, equipment, fittings, fixtures (including, but not limited to, all heating, air-conditioning, plumbing, lighting, communications and elevator fixtures, inventory and goods), inventory and articles of personal property and accessions thereof and renewals, replacements thereof and substitutions therefor (including, but not limited to, beds, bureaus, chiffonniers, chests, chairs, desks, lamps, mirrors, bookcases, tables, rugs, carpeting, drapes, draperies, curtains, shades, venetian blinds, screens, paintings, hangings, pictures, divans, couches, luggage carts, luggage racks, stools, sofas, chinaware, linens, pillows, blankets, glassware, silverware, food carts, cookware, dry cleaning facilities, dining room wagons, keys or other entry systems, bars, bar fixtures, liquor and other drink dispensers, icemakers, radios, television sets, intercom and paging equipment, electric and electronic equipment, dictating equipment, private telephone systems, medical equipment, potted plants, heating, lighting and plumbing fixtures, fire prevention and extinguishing apparatus, cooling and air-conditioning systems, elevators, escalators, fittings, plants, apparatus, stoves, ranges, refrigerators, laundry machines, tools, machinery, engines, dynamos, motors, boilers, incinerators, switchboards, conduits, compressors, vacuum cleaning systems, floor cleaning, waxing and polishing equipment, call systems, brackets, electrical signs, bulbs, bells, ash and fuel, conveyors, cabinets, lockers, shelving, spotlighting equipment, dishwashers, garbage disposals, washers and dryers), other customary hotel equipment and other tangible property of every kind and nature whatsoever owned by Grantor, or in which Grantor has or shall have an interest, now or hereafter located upon the Land and the Improvements, or appurtenant thereto, or usable in connection with the present or future operation and occupancy of the Land and the Improvements and all building equipment, materials and supplies of any nature whatsoever owned by Grantor, or in which Grantor has or shall have an interest, now or hereafter located upon the Land or the Improvements, or appurtenant thereto, or usable in connection with the present or future operation and occupancy of the Land and the Improvements (hereinafter collectively called the “Personal Property”), and the right, title and interest of Grantor in and to any of the Personal Property which may be subject to any security interests, as defined in the Uniform Commercial Code, or equipment leases superior in priority to the Lien of this Security Instrument and all proceeds and products of all of the above;

[(g)]    Operating Lease. That certain Lease Agreement dated as of [DESCRIPTION OF OPERATING LEASE BETWEEN OWNER AND OPERATOR AND ALL AMENDMENTS THEREOF TO BE INSERTED] (as amended, assigned, and extended and in effect from time to time, the “Operating Lease”), and the leasehold estate created thereby (the “Operating Leasehold Estate”), including all assignments, modifications, extensions and renewals from time to time of the Operating Lease and all credits, deposits, options, privileges and rights of Operator as tenant under the Operating Lease, including, but not limited to, rights of first refusal, if any, and the right, if any, to renew or extend the Operating Lease for a succeeding term or terms, and also including all the right title, claim or demand whatsoever of Operator either in law or in equity, in possession or expectancy, of, in and to Operator's rights, as tenant under the Operating Lease, to elect under Section 365(h)(1) of the Bankruptcy Code, Title 11 U.S.C.A. §101 et seq. (the “Bankruptcy Code”) to terminate or treat the Operating Lease as terminated in the event (i) of the bankruptcy, reorganization or insolvency of the lessor thereunder, and (ii) the rejection of the Operating Lease by the lessor thereunder, as debtor in possession, or by a trustee for the lessor thereunder, pursuant to Section 365 of the Bankruptcy Code;

[(h)]    Leases and Rents. All leases, subleases, rental agreements, tenancies, occupancy or concession agreements, registration cards and agreements, if any, and other agreements whether or not in writing affecting the use, enjoyment or occupancy of the Land and/or the Improvements heretofore or

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hereafter entered into (including, without limitation, the Operating Lease) and all extensions, amendments and modifications thereto, whether before or after the filing by or against Grantor of any petition for relief under Creditor's Rights Laws (defined below) (collectively, the “Leases”), and all right, title and interest of Grantor, its successors and assigns therein and thereunder, including, without limitation, any guaranties of the Tenants' obligations thereunder, cash, guaranty agreements, letters of credit, bonds, sureties or securities deposited thereunder to secure the performance by the Tenants of their obligations thereunder and all rents, additional rents, revenues, issues, registration fees, advance rental payments, payments incident to assignment, sublease or surrender of a Lease, claims for forfeited deposits and claims for damages, now due or hereafter to become due, with respect to any Lease, any indemnification against, or reimbursement for, sums paid and costs and expenses incurred by the Grantor under any Lease or otherwise, and any award in the event of the bankruptcy of any Tenant under or guarantor of a Lease, if any, and profits (including all oil and gas or other mineral royalties and bonuses and all rents, revenues, bonus money, royalties, rights and benefits accruing to Grantor under all present and future oil, gas and mineral leases on any parts of the Land and the Improvements) from the Land and the Improvements, all income, rents, room rates, issues, profits, revenues, deposits, accounts and other benefits from the operation of the hotel on the Land and/or the Improvements, including, without limitation, all revenues and credit card receipts collected from guest rooms, restaurants, bars, mini-bars, meeting rooms, banquet rooms and recreational facilities and otherwise, all receivables, customer obligations, installment payment obligations and other obligations now existing or hereafter arising or created out of sale, lease, sublease, license, concession or other grant of the right of the possession, use or occupancy of all or any portion of the Land and/or Improvements, or personalty located thereon, or rendering of services by Grantor or any operator or manager of the hotel or the commercial space located in the Improvements or acquired from others, including, without limitation, from the rental of any office space, retail space, commercial space, guest room or other space, halls, stores or offices, including any deposits securing reservations of such space, exhibit or sales space of every kind, license, lease, sublease and concession fees and rentals, health club membership fees, food and beverage wholesale and retail sales, service charges, vending machine sales and proceeds, if any, from business interruption or other loss of income insurance relating to the use, enjoyment or occupancy of the Land and/or the Improvements whether paid or accruing before or after the filing by or against Grantor of any petition for relief under Creditors Rights Laws (the “Rents”), and all proceeds from the sale or other disposition of the Leases and the right to receive and apply the Rents to the payment of the Secured Obligations. As used herein, the term “Creditors Rights Laws” shall mean any existing or future laws of any jurisdiction, domestic or foreign, relating to bankruptcy, insolvency, reorganization, conservatorship, arrangement, adjustment, winding-up, liquidation, dissolution, composition or other relief with respect to its debts or debtors;

[(i)]    Insurance Proceeds. All insurance proceeds and any unearned premiums on and in respect of the Property under any insurance policies covering the Property whether or not required by this Security Instrument, the Indenture or any other Notes Documents, including, without limitation, the right to receive and apply the proceeds of any insurance, judgments, or settlements made in lieu thereof, for damage to the Property (collectively, the “Insurance Proceeds”);

[(j)]    Condemnation Awards. All condemnation awards or payments, including interest thereon, which may heretofore and hereafter be made with respect to the Property by reason of any taking or condemnation, whether from the exercise of the right of eminent domain (including, but not limited to, any transfer made in lieu of or in anticipation of the exercise of the right) (collectively, the “Awards”);

[(k)]    [Reserved.]

[(l)]    Tax Certiorari. All refunds, rebates or credits in connection with reduction in real estate taxes and assessments charged against the Property as a result of tax certiorari or any applications or proceedings for reduction;

[(m)]    Rights. The right, in the name and on behalf of Grantor, to appear in and defend any action or proceeding brought with respect to the Property and to commence any action or proceeding to protect the interest of Grantee or Secured Parties in the Property;

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[(n)]    Agreements. All other agreements, management agreements, operating agreements, franchise agreements, license agreements, contracts, certificates, chattel paper (whether tangible or electronic), instruments, franchises, permits, licenses, plans, specifications and other documents (including electronic documents), now or hereafter entered into, and all rights therein and thereto, respecting or pertaining to the use, occupation, construction, management or operation of any part of the Land and Improvements or any business or activity conducted on any part of the Land and Improvements, including, but not limited to, the Management Agreement [and Franchise Agreement] and any and all agreements executed in connection therewith, and all right, title and interest of Grantor therein and thereunder, including, without limitation, all reserves, deferred payments, deposits, and refunds of every kind, nature or character relating thereto, and the right, during the occurrence of any Event of Default, to receive and collect any sums payable to Grantor thereunder;

[(o)]    Intangibles. All trade names, trademarks, service marks, logos, copyrights, goodwill, books and records, tenant or guest lists, advertising materials, telephone exchange numbers identified in such materials, and all other general intangibles relating to or used in connection with the operation of the Land, the Improvements and the Personal Property;

[(p)]    Grantor Accounts. All right, title and interest of Grantor, if any, arising from the operation of the Land and the Improvements in and to all payments for goods or property sold, leased or occupied or for services rendered, whether or not yet earned by performance, and not evidenced by an instrument or chattel paper (hereinafter referred to as “Accounts Receivable”), including, without limiting the generality of the foregoing, (i) all accounts, contract rights, book debts, and notes arising from the operation of a hotel on the Land and the Improvements or arising from the sale, lease or exchange of goods or other property and/or the performance of services, (ii) Grantor's rights to payment from any consumer credit/charge card organization or entities which sponsor and administer such cards, such as the American Express Card, the Visa Card and the MasterCard or other similar credit cards, (iii) Grantor's rights in, to and under all purchase orders for goods, services or other property, (iv) Grantor's rights to any goods, services or other property represented by any of the foregoing, (v) monies due to or to become due to Grantor under all contracts for the sale, lease or exchange of goods or other property and/or the performance of services including the right to payment of any interest or finance charges in respect thereto (whether or not yet earned by performance on the part of Grantor) and (vi) all collateral security and guaranties of any kind given by any Person with respect to any of the foregoing. Accounts Receivable shall include those now existing or hereafter created, substitutions therefor, proceeds (whether cash or non-cash, movable or immovable, tangible or intangible) received upon the sale, exchange, transfer, collection or other disposition or substitution thereof and any and all of the foregoing and proceeds therefrom;

[(q)]    Security Interests. All right, title and interest of the Owner and Operator under the Operating Lease as secured party in the personal property and collateral pursuant to any security interest granted by lessees or by operation of Applicable Laws thereunder;

[(r)]    Miscellaneous. To the extent not set forth in this Section 2.1, the Collateral defined in Section 2.6 below;

[(s)]    Proceeds. All proceeds of any of the foregoing items set forth in subsections (a) through (r) above, including, without limitation, Insurance Proceeds, Awards which may at any time be converted into cash or liquidation claims; and

[(t)]    Other Rights. Any and all other rights of Grantor in and to the items set forth in subsections (a) through (s) above.

Section 2.2. ASSIGNMENT OF LEASES AND RENTS.

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(a)    Grantor hereby absolutely and unconditionally assigns, transfers, and sets over to Grantee [and Trustee] all of Grantor's right, title and interest in and to all current and future Leases and Rents and the right, subject to Applicable Laws, to collect all sums payable to the Grantor thereunder and apply the same as the Grantee may, in its sole discretion, determine to be appropriate to protect the security afforded by this Security Instrument (including the payment of reasonable costs and expenses in connection with the maintenance, operation, improvement, insurance, taxes and upkeep of the Property), which is not conditioned upon the Grantee being in possession of the Land; it being intended by Grantor that this assignment constitutes a present, absolute, effective, irrevocable and complete assignment and not an assignment for additional security only. Subject to the terms of Section 9.1(i) of this Security Instrument, Grantee grants to Grantor a revocable license to (i) collect, receive, use and enjoy the Rents and Grantor shall hold the Rents, or a portion thereof sufficient to discharge all current sums due on the Secured Obligations, for use in the payment of such sums, and (ii) enforce the terms of the Leases. The foregoing license shall not be revoked until the occurrence and during the continuance of an Event of Default in accordance with Section 9.1(i) of this Security Instrument.

(b)    The Grantor acknowledges that the Grantee has taken all reasonable actions necessary to obtain, and that upon recordation of this Security Instrument the Grantee shall have, to the extent permitted under Applicable Laws, a valid and fully perfected, first priority, present assignment of the Rents arising out of the Leases and all security for such Leases, subject to the Permitted Liens, and in the case of security deposits, rights of depositors as required under Applicable Laws. The Grantor acknowledges and agrees that upon recordation of this Security Instrument, the Grantee's interest in the Rents shall be deemed to be fully perfected, “choate” and enforceable as to the Grantor and all third parties, including, without limitation, any subsequently appointed trustee in any case under the Bankruptcy Code, without the necessity of commencing a foreclosure action with respect to this Security Instrument, making formal demand for the Rents, obtaining the appointment of a receiver or taking any other affirmative action.

(c)    Without limitation of the absolute nature of the assignment of the Rents hereunder, the Grantor and the Grantee agree that (a) this Security Instrument shall constitute a “security agreement” for purposes of Section 552(b) of the Bankruptcy Code, (b) the security interest created by this Security Instrument extends to property of the Grantor acquired before the commencement of a case in bankruptcy and to all amounts paid as Rents, and (c) such security interest shall extend to all rents acquired by the estate after the commencement of any case in bankruptcy.

Section 2.3. [RESERVED]

Section 2.4. COLLECTION OF RENTS BY THE GRANTEE

(a)    Any Rents receivable by the Grantee hereunder, after payment of all proper costs and expenses as the Grantee may, in its sole discretion, determine to be appropriate (including the payment of reasonable costs and expenses in connection with the maintenance, operation, improvement, insurance, taxes and upkeep of the Property), shall be applied in accordance with the provisions of Section 9.2 of this Security Instrument. The Grantee shall be accountable to the Grantor only for Rents actually received by the Grantee. The collection of such Rents and the application thereof shall not cure or waive any Event of Default or waive, modify or affect notice of Event of Default or invalidate any act done pursuant to such notice.

(b)    The Grantor hereby irrevocably authorizes and directs the Tenant under each Lease to rely upon and comply with any and all notices or demands from the Grantee for payment of Rents to the Grantee and the Grantor shall have no claim against any Tenant for Rents paid by such Tenant to the Grantee pursuant to such notice or demand.

Section 2.5. IRREVOCABLE INTEREST. All rights, powers and privileges of the [Trustee and] Grantee herein set forth are coupled with an interest and are irrevocable, subject to the terms and conditions hereof, and the Grantor shall not take any action under the Leases or otherwise which is inconsistent with this Security Instrument or any of the terms hereof and any such action inconsistent herewith or therewith shall be void.

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Section 2.6. SECURITY AGREEMENT. This Security Instrument is both a real property mortgage and a “security agreement” within the meaning of the Uniform Commercial Code. The Property includes both real and personal property and all other rights and interests, whether tangible or intangible in nature, of Grantor in the Property. By executing and delivering this Security Instrument, Grantor hereby grants to Grantee for the benefit of the Secured Parties, as security for the Secured Obligations, a security interest in the following properties, assets and rights of Grantor, wherever located, whether now owned or hereafter acquired or arising, and all Proceeds and products thereof (all of the same being hereinafter called the “Collateral”): all personal and fixture property of every kind and nature, including all goods (including inventory, equipment and any accessions thereto), Instruments (including promissory notes), documents (including, if applicable, electronic documents), accounts, chattel paper (whether tangible or electronic), deposit accounts, letter-of-credit rights (whether or not the letter of credit is evidenced by a writing), securities and all other investment property, supporting obligations, any other contract rights or rights to the payment of money, insurance claims and Insurance Proceeds, all general intangibles (including all payment intangibles) and all of the Insurance Proceeds of any of the foregoing (as each of the foregoing terms is defined in the Uniform Commercial Code).

Section 2.7. FIXTURE FILING. Without in any manner limiting the generality of any of the other provisions of this Security Instrument: (a) some portions of the goods described or to which reference is made herein are or are to become fixtures on the [[Fee] Land described or to which reference is made herein or on Exhibit A] [and] [the Leasehold Land described or to which reference is made herein or on Exhibit [B/C]] attached to this Security Instrument; (b) this Security Instrument is to be filed of record in the real estate records as a financing statement and shall constitute a “fixture filing” for purposes of the Uniform Commercial Code; and (c) Owner is the record [fee] owner of the [Ground Leasehold Estate in the] real estate or interests in the real estate constituting the Property hereunder, subject to the Permitted Liens. Information concerning the security interest herein granted may be obtained at the addresses set forth on the first page hereof. Once properly filed, this Security Instrument shall be effective as a financing statement filed as a fixture filing with respect to all fixtures included within the Property and is to be filed for record in the real property or other applicable records in the office of the Recorder where the Property (including said fixtures) is situated. This Security Instrument shall also be effective as a financing statement covering as extracted minerals or the like (including oil and gas) and accounts subject to the applicable provisions of the Uniform Commercial Code of the State in which the Property is located. The address of the Debtor (Grantor) is set forth on the first page hereof and the address of the Secured Party (Grantee) is set forth below. In that regard, the following information is provided:

Name of First Debtor:	[                     ]
Type of Organization:	[                     ]
State:	[                     ]
Organizational ID Number:	[ ]
Name of Secured Party:	U.S. BANK NATIONAL ASSOCIATION, as Collateral Agent
Address of Secured Party:	60 Livingston Avenue EP-MN-WS3C St. Paul, Minnesota 55107-2292 Attention: Corporate Trust Services
[Name and Address of Fee Owner [if First Debtor has Ground Leasehold Estate:]]	[                     ]
Name of Second Debtor:	[                     ]
Type of Organization:	[                     ]

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State:	[                     ]
Organizational ID Number:	[ ]
Name of Secured Party:	U.S. BANK NATIONAL ASSOCIATION, as Collateral Agent
Address of Secured Party:	60 Livingston Avenue EP-MN-WS3C St. Paul, Minnesota 55107-2292 Attention: Corporate Trust Services
[Name and Address of Fee Owner [if Second Debtor has Leasehold Estate:]]	[                     ]

Section 2.8. CONDITIONS TO GRANT. TO HAVE AND TO HOLD the above granted and described Property unto [Trustee for and on behalf of] Grantee and to the use and benefit of Grantee and Secured Parties and their successors and assigns, forever [ IN TRUST, WITH POWER OF SALE AND RIGHT OF ENTRY, to secure the Secured Obligations;] provided, however, these presents are upon the express condition that, upon final payment and performance of the Secured Obligations or the full and final release of this Security Instrument, these presents and the estate hereby granted shall cease, terminate and be void.

Section 2.9. GRANTS TO GRANTEE. This Security Instrument and the grants, assignments and transfers made to Grantee in this Article 2 shall inure to Grantee solely in its capacity as Collateral Agent for its own benefit and the benefit of the Secured Parties.

Section 2.10. HOMESTEAD. None of the Property forms any part of any property owned, used or claimed by Grantor as a residence or business homestead. None of the Property is exempt from forced sale under Applicable Laws and, to the extent applicable, the state in which Land and Improvements are located. Grantor hereby disclaims and renounces each and every claim to the Property as a homestead.

ARTICLE 3

SECURED OBLIGATIONS

Section 3.1. SECURED OBLIGATIONS.This Security Instrument and the grants, assignments and transfers made in Article 2 are given for the purpose of securing the Secured Obligations, including any advances made by Grantee or any Secured Party for the construction, improvement, operation, repair, maintenance, preservation or operation of the Property and the security for payment of the Secured Obligations, whether such future advances are obligatory or are made at Grantee's or such Secured Party's option, for any purpose and the Property is collateral security for the payment and performance in full when due of the Secured Obligations.

Section 3.2. PAYMENT OF OBLIGATIONS. Grantor will pay and perform the Secured Obligations at the time and in the manner provided in the Indenture and the other Note Documents, subject to and as required by the terms and provisions thereof including, without limitation, any non-recourse provisions expressly set forth therein.

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Section 3.3. INCORPORATION BY REFERENCE. All the covenants, conditions and agreements contained in the Indenture and the other Note Documents are hereby made a part of this Security Instrument to the same extent and with the same force as if fully set forth herein.

Section 3.4. FUTURE ADVANCES. This Security Instrument shall secure all of the Secured Obligations, including, without limitation, future advances whenever hereafter made with respect to or under the Indenture or the other Note Documents and shall secure not only Secured Obligations with respect to presently existing indebtedness under the Indenture and the other Note Documents but also any and all other indebtedness which may hereafter be owing by the Grantor to the Secured Parties under the Indenture and the other Note Documents however incurred, whether interest, discount or otherwise, and whether the same shall be deferred, accrued or capitalized, including future advances and re-advances pursuant to the Indenture or the other Note Documents, whether such advances are obligatory or to be made at the option of the Secured Parties, or otherwise, and any extensions, refinancings, modifications or renewals of all such Secured Obligations whether or not the Grantor executes any extension agreement or renewal instrument and, in each case, to the same extent as if such future advances were made on the date of the execution of this Security Instrument.

Section 3.5. [MAXIMUM AMOUNT OF INDEBTEDNESS. The maximum aggregate amount of all indebtedness that is, or under any contingency may be, secured at the date hereof or at any time hereafter by this Security Instrument is $[ ] (the “Secured Amount”), plus, to the extent permitted by Applicable Laws, collection costs, sums advanced for the payment of taxes, assessments, maintenance and repair charges, insurance premiums and any other costs incurred to protect the security encumbered hereby or the lien hereof, and expenses incurred by the Grantee by reason of any Event of Default by the Grantor under the terms hereof, together with interest thereon, all of which amount shall be secured hereby.]

Section 3.6. LAST DOLLAR SECURED. So long as the aggregate amount of the Secured Obligations exceeds the Secured Amount, any payments and repayments of the Secured Obligations shall not be deemed to be applied against or to reduce the Secured Amount.

ARTICLE 4

PROPERTY AND COLLATERAL REPRESENTATIONS AND COVENANTS

Grantor represents, warrants, covenants and agrees as follows:

Section 4.1. INSURANCE

. Grantor shall obtain and maintain, or cause to be obtained and maintained, in full force and effect at all times insurance with respect to Grantor and the Property as required pursuant to Section 4.16 of the Indenture.

Section 4.2. TAXES AND OTHER CHARGES. Grantor shall pay and discharge all real estate and personal property taxes, assessments, water rates or sewer rents (collectively, “Taxes”), ground rents, maintenance charges, impositions (other than Taxes), and any Other Charges now or hereafter levied or assessed or imposed against the Property or any part thereof in accordance with the provisions of the Indenture.

Section 4.3. LEASES

(a)    Grantor hereby represents and warrants that, as of the Effective Date: (i) Operator is the lessor under all Major Leases (except with respect to the Operating Lease, under which the Operator is the lessee); (ii) to

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the best of Grantor's knowledge, no Person (other than hotel guests or with respect to Permitted Liens) has any possessory interest in any Property or right to occupy the same except under and pursuant to the provisions of the Leases, Major Leases and the Management Agreement; (iii) to the best of Grantor's knowledge, the Major Leases are in full force and effect and there are no material defaults by Grantor or any Tenant under any Major Lease, and there are no conditions that, with the passage of time or the giving of notice, or both, would constitute material defaults under any Major Lease; (iv) with respect to each Major Lease, to the best of Grantor's knowledge, (u) no Rent has been paid more than one (1) month in advance of its due date, (v) there are no offsets or defenses to the payment of any portion of the Rents, (w) all work to be performed by Grantor under each Major Lease has been performed as required and has been accepted by the applicable Tenant, and any payments, free rent, partial rent, rebate of rent or other payments, credits, allowances or abatements required to be given by Grantor to any Tenant have already been received by such Tenant, (x) there has been no prior sale, transfer or assignment, hypothecation or pledge of any Major Lease or of the Rents received therein which is still in effect, (y) no Tenant under any Major Lease has sublet all or any portion of the premises demised thereby, nor does anyone except such Tenant and its employees occupy such leased premises other than with respect to Permitted Liens, and (z) no Tenant under any Major Lease has a right or option pursuant to such Major Lease or otherwise to purchase all or any part of the Property; or any right or option for additional space which constitutes Property.

(b)    Grantor hereby covenants and agrees that it shall not enter into a proposed Lease, including the renewal or extension of an existing Lease (each a “Renewal Lease”), unless such proposed Lease or Renewal Lease (i) provides for rental rates and terms comparable to existing local market rates and terms (taking into account the type and quality of the Tenant) as of the date such Lease or Renewal Lease is executed by Grantor (unless, in the case of a Renewal Lease, the rent payable during such renewal, or a formula or other method to compute such rent, is provided for in the original Lease), (ii) is an arms-length transaction with a bona fide, independent third party Tenant, (iii) would not cause a Material Adverse Effect, and (iv) is subject and subordinate to the this Security Instrument. At Grantee's request, Grantor shall promptly deliver to Grantee copies of all Leases and Renewal Leases which are entered into pursuant to this Section 4.3(b) together with Grantor's certification that they have satisfied all of the conditions of this Section 4.3(b).

(c)    Grantor hereby covenants and agrees that it (i) shall observe and perform in all material respects all the obligations imposed upon the lessor under the Major Leases and shall not knowingly do or permit to be done anything to impair the value of any of the Major Leases as security for the Secured Obligations; (ii) shall promptly send copies to Grantee of all notices of default which Grantor shall send or receive with respect to the Major Leases; (iii) shall enforce all of the material terms, covenants and conditions contained in the Major Leases upon the part of the Tenant thereunder to be observed or performed; (iv) shall not collect any of the Rents more than one (1) month in advance (provided security deposits shall not be deemed Rents collected in advance); and (v) shall not execute any other assignment of the lessor's interest in any of the Major Leases or the Rents therefrom, except for Permitted Liens (as such term is defined in the Indenture).

(d)    Grantor may, without the consent of Grantee, amend, modify or waive the provisions of any Lease or Renewal Lease or terminate, reduce rents under, accept a surrender of space under, or shorten the term of, any Lease or Renewal Lease (including any guaranty, letter of credit or other credit support with respect thereto); provided (i) that such action (taking into account, in the case of a termination, reduction in rent, surrender of space or shortening of term, and the planned alternative use of the affected space) would not cause a Material Adverse Effect, and (ii) that such Lease or Renewal Lease, as amended, modified or waived, is otherwise in compliance with the requirements of this Security Instrument and any subordination agreement binding upon Grantee with respect to such Lease or Renewal Lease. A termination of a Lease or Renewal Lease with a Tenant who is in default beyond applicable notice and grace periods shall not be considered an action which constitutes a Material Adverse Effect unless it causes a breach, default or failure of performance under the Management Agreement [or Franchise Agreement, as applicable]. At Grantee's request, Grantor shall promptly deliver to Grantee copies of all Leases, Renewal Leases, amendments, modifications and waivers which are entered into pursuant to this Section 4.3(d) together with a certification with respect to each that it has satisfied all of the conditions of this Section 4.3(d).

Section 4.4. TITLE

(a)    [Owner has [fee simple title to] [leasehold estate in] the Property, subject only to the Permitted Liens, and has the right to mortgage, grant, bargain, sell, pledge, assign, warrant, transfer and convey the same.] Subject to

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the Permitted Liens, Grantor shall forever warrant, defend and preserve the title and the validity and priority of the Lien of this Security Instrument and shall forever warrant and forever defend the same to Grantee and the Secured Parties, as applicable, against the claims of all Persons whatsoever. Operator possesses a good and valid leasehold estate in and to the Operating Leasehold Estate and leases the Operating Leasehold Estate free and clear of all liens, encumbrances and charges whatsoever, except for the Permitted Liens. This Security Instrument, when properly recorded in the appropriate records, together with any Uniform Commercial Code financing statements required to be filed in connection therewith, when properly filed or indexed in the appropriate records, will create (a) a valid, perfected first priority Lien on the Property, subject only to Permitted Liens and (b) perfected security interests in and to, and perfected collateral assignments of, all personalty (including the Leases), all in accordance with the terms thereof, in each case subject only to any applicable Permitted Liens.

Section 4.5. PAYMENT FOR LABOR AND MATERIALS

(a)    Subject to Section 4.5(b) below, Grantor will promptly pay (or cause to be paid) when due all bills and costs for labor, materials, and specifically fabricated materials incurred in connection with the Property (each, a “Work Charge”) and never permit to exist beyond the due date thereof in respect of the Property or any part thereof any Lien or security interest with respect to any Work Charge other than a Lien permitted pursuant to Section 4.23(c)(i) of the Indenture, even though inferior to the Liens and the security interests hereof, and in any event never permit to be created or exist in respect of the Property or any part thereof any other or additional Lien or security interest with respect to any Work Charge other than the Liens or security interests hereof except for the Liens permitted pursuant to Section 4.23(c)(i) of the Indenture. Grantor represents there are no claims for payment for work, labor or materials affecting the Property which are or may become a Lien prior to, or of equal priority with, the Liens created by the Note Documents.

(b)    After prior written notice to Grantee, Grantor, at its own expense, may contest by appropriate legal proceeding, promptly initiated and conducted in good faith and with due diligence, the validity of any Work Charge, the applicability of any Work Charge to Grantor or to the Property or any alleged non-payment of any Work Charge, provided that (i) no Event of Default has occurred and is continuing; (ii) such proceeding shall be permitted under and be conducted in accordance with the provisions of any instrument to which Grantor is subject and shall not constitute a default thereunder and such proceeding shall be conducted in accordance with all Applicable Laws; (iii) neither the Property nor any part thereof or interest therein will be in danger of being sold, forfeited, terminated, cancelled or lost during the duration of such legal proceeding; (iv) Grantor shall promptly upon final determination thereof pay (or cause to be paid) any such Work Charge determined to be valid, applicable and unpaid; (v) such proceeding shall suspend the collection of such contested Work Charge from the Property or Grantor shall have paid the same (or shall have caused the same to be paid) under protest; and (vi) Grantor shall furnish (or cause to be furnished) such security as may be required in the proceeding by Applicable Laws, or as may be reasonably requested by Grantee, to insure payment of such Work Charge, together with all interest and penalties payable in connection therewith. Grantee may apply any such security or part thereof, as necessary to pay for such Work Charge at any time when, in the sole but reasonable judgment of Grantee, the validity, applicability and non-payment of such Work Charge is finally established or the Property (or any part thereof or interest therein) shall be in danger of being sold, forfeited, terminated, cancelled or lost during or as a result of such legal proceeding or Work Charge.

Section 4.6. MAINTENANCE AND USE OF PROPERTY, WASTE, USE. Grantor shall cause the Property to be maintained in a good and safe condition and repair in accordance with the terms of the Indenture. Subject to the terms of the Indenture, the Improvements and the Personal Property shall not be removed, demolished or materially altered or expanded (except for normal replacement of the Personal Property) without the consent of Grantee. Subject to the terms of the Indenture, Grantor shall promptly repair, replace or rebuild any part of the Property which may be destroyed by any casualty, or become damaged, worn or dilapidated or which may be affected by any condemnation and shall complete and pay for any structure at any time in the process of construction or repair on the Land. Subject to the terms of the Indenture, Grantor shall not initiate, join in, acquiesce in, or consent to any change in any private restrictive covenant, zoning law or other public or private restriction, limiting or defining the uses which may be made of the Property or any part thereof. Subject to the provisions of the Indenture with respect thereto, if, under Applicable Laws relating to zoning, the use of all or any portion of the Property is or shall become a nonconforming use, Grantor will not cause or permit the nonconforming use to be discontinued or the nonconforming Improvement to be abandoned without the express written consent of Grantee.

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Grantor shall not commit or suffer any waste of the Property or make any change in the use of the Property which will in any way materially increase the risk of fire or other hazard arising out of the operation of the Property, or take any action that might invalidate or give cause for cancellation of any policy, or do or permit to be done thereon anything that may in any way impair the value of the Property or the security of this Security Instrument. Grantor will not, without the prior written consent of Grantee, permit any drilling or exploration for or extraction, removal, or production of any minerals from the surface or the subsurface of the Land, regardless of the depth thereof or the method of mining or extraction thereof. The Property shall be used only for a hotel and any ancillary uses relating thereto, and for no other uses without the prior written consent of Grantee.

Section 4.7. CHIEF EXECUTIVE OFFICE; CHANGE OF NAME; JURISDICTION OF ORGANIZATION; STATUS OF GRANTOR. Each Grantor will not effect any change (i) to its legal name, (ii) in its identity (including its trade name or names) or organizational structure, (iii) in its organizational identification number, if any, (iv) in its jurisdiction of organization (in each case, including by merging with or into any other entity, reorganizing, dissolving, liquidating, reorganizing or organizing in any other jurisdiction), or (v) in its principal place of business set forth on the first page of this Security Instrument, unless (A) it shall have given the Grantee written notice at least thirty (30) days prior to the effective date of any such change, clearly describing such change and providing such other information in connection therewith as the Grantee may reasonably request, and, in the case of a change in Grantor's structure not permitted by the Indenture, without first obtaining the prior written consent of Grantee, and (B) it shall have taken or will promptly take all action necessary to maintain the perfection and priority of the security interest of the Grantee in the Collateral at all times following such change. Each Grantor's exact legal name is correctly set forth in the first paragraph of this Security Instrument and the signature block at the end of this Security Instrument. Each Grantor is an organization of the type specified in the first paragraph of this Security Instrument. Each Grantor is incorporated in or organized under the laws of [__________] and authorized to do business in the state of [ ]. Each Grantor's principal place of business and chief executive office, and the place where the Grantor keeps its books and records, including recorded data of any kind or nature, regardless of the medium or recording, including software, writings, plans, specifications and schematics, has been for the preceding four months (or, if less, the entire period of the existence of Grantor) c/o FelCor Lodging Trust Incorporated, 545 E. John Carpenter Freeway, Suite 1300, Irving, Texas 75062, Attention: General Counsel. Each Grantor's organizational identification number, if any, assigned by the state of incorporation or organization is correctly set forth in Section 2.7 of this Security Instrument. If a Grantor does not now have an organizational identification number and later obtains one, Grantor promptly shall notify the Grantee of such organizational identification number.

Section 4.8. Event of Loss. If there shall occur any Event of Loss (or, in the case of any condemnation, taking or other proceeding in the nature thereof, upon the occurrence thereof or notice of the commencement of any proceeding therefor), the Grantor shall promptly send to the Grantee a written notice setting forth the nature and extent thereof. Any Net Loss Proceeds which derive from such Event of Loss shall be applied, allocated and distributed in accordance with the provisions of Section 4.12 of the Indenture.

Section 4.9. OPERATING LEASE

(a)    Grantor hereby represents and warrants, as of the Effective Date: (i) the Operating Lease is in full force and effect and has not been modified or amended in any manner whatsoever, except as specified in Section 2.1[(g)] hereof; (ii) to the best of Grantor's knowledge, there are no material defaults under the Operating Lease by any party thereunder, and no event has occurred which but for the passage of time, or the giving of notice, or both would constitute a material default under the Operating Lease; (iii) neither Owner nor Operator, under the Operating Lease, has commenced any action or given or received any notice for the purpose of terminating the Operating Lease; (iv) to the best of Grantor's knowledge, the applicable interests of Owner and Operator in the Operating Lease are not subject to any Liens (other than Permitted Liens) superior to, or of equal priority with, this Security Instrument; (v) this Security Instrument encumbers the Operator's leasehold interest in the Property as tenant under the Operating Lease and Owner's [fee/leasehold] interest in the Property (and the Owner's interest, as landlord, in the Operating Lease); (vi) the Owner's [fee/leasehold] interest is subject and subordinate to this Security Instrument; (vii) the Operating Lease requires Owner or Operator, as applicable, to use reasonable efforts to give notice of any default by Owner or Operator to Grantee and the Operating Lease further provides that any notice of termination given under the Operating Lease is not effective against Grantee or any Secured Party unless a copy of the notice has been delivered to Grantee in the manner described in the Operating Lease; (viii) under the terms of the Operating Lease,

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Grantee is permitted a reasonable opportunity (including, where necessary, sufficient time to gain possession of the interest of Operator under the Operating Lease) to cure any default under the Operating Lease, which is curable after the receipt of notice of any default, before Owner may terminate the Operating Lease; (ix) under the terms of the Operating Lease and the applicable Note Documents, taken together, any Net Loss Proceeds will be applied in accordance with the terms of the Indenture; (x) the Operating Lease does not impose restrictions on subletting; and (xi) the Operating Lease or a memorandum thereof has been duly recorded.

(b)    Notwithstanding the terms of Section [__] of the Operating Lease, by its execution of this Security Instrument, Owner hereby consents to Operator entering into this Security Instrument and mortgaging and encumbering its interest in the Operating Lease in favor of Grantee hereby.

(c)    The Owner and Operator hereby agree that the Operating Lease is subject and subordinate to all of the terms and provisions of this Security Instrument (including any and all extensions, renewals, replacements, refinancings, additions to, consolidations, amendments and modifications hereof) and to the rights of Grantee hereunder.

(d)    Each of Owner and Operator hereby covenant and agree, so long as the Secured Obligations remain outstanding, to:

(i)    promptly perform and/or observe in all material respects all of the non-monetary covenants and agreements required to be performed and observed by it under the Operating Lease and do all things necessary to preserve and to keep unimpaired its rights thereunder;

(ii)    promptly notify Grantee of any event of default under the Operating Lease;

(iii)    promptly enforce the performance and observance of all of the covenants and agreements required to be performed and/or observed by Owner or Operator, as applicable, under the Operating Lease; and

(iv)    maintain the Operating Lease in full force and effect while the Secured Obligations remain outstanding.

(e)    Grantee acknowledges and agrees that the Operating Lease shall automatically terminate upon Grantee (or its nominee or a purchaser of the Property in connection with a foreclosure or pursuant to a deed in lieu thereof) obtaining title to the Property pursuant to a foreclosure of this Security Instrument, deed in lieu thereof or pursuant to the exercise of any other remedies available to Grantee after an Event of Default.

Section 4.10. MANAGEMENT AGREEMENT

(a)    Operator hereby represents and warrants, as of the Effective Date: (i) the Management Agreement is in full force and effect, and to the best of Operator's knowledge, there is no material default thereunder by any party thereunder, (ii) to the best of Operator's knowledge, no event has occurred that, with the passage of time and/or the giving of notice or both would constitute a material default thereunder, (iii) except to the extent nonpayment would not have a Material Adverse Effect, no management fees under the Management Agreement are accrued and unpaid except as provided or permitted under the express terms of the Management Agreement; and (iv) under the terms of the Management Agreement, and the applicable Note Documents, taken together, any Net Loss Proceeds will be applied in accordance with the terms of the Indenture.

(b)    Operator hereby covenants and agrees that, so long as the Secured Obligations remain outstanding, Operator shall (i) diligently perform and observe in all material respects all of the material terms, covenants and conditions of the Management Agreement on the part of Operator to be performed and observed and Operator shall do all things necessary to keep unimpaired the rights of Operator under the Management Agreement except to the extent failure to do so would not have a Material Adverse Effect; and (ii) reasonably promptly notify Grantee of the giving of any notice by the Manager to Operator of any material default by Operator in the performance or observance of any of the terms, covenants or conditions of the Management Agreement on the part of Operator to be so performed and observed and deliver to Grantee a true copy of each such notice.

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Section 4.11. [FRANCHISE AGREEMENT].

(a)    Operator hereby represents and warrants, as of the Effective Date: (i) the Franchise Agreement is in full force and effect, and, except to the extent nonpayment would not have a Material Adverse Effect, all franchise fees, reservation fees, royalties and other sums due and payable thereunder have been paid in full to date (except as may be permitted under the express terms of the Franchise Agreement), (ii) to the best of Operator's knowledge, there is no material default under the Franchise Agreement by any party thereunder, (iii) there exists no property improvement plan with respect to the Property pursuant to which improvements or repairs to the Property required by the Franchisor remain incomplete or unsatisfied in any material respect in accordance with such plan or other requirements of the Franchisor in any material respect, and (iv) under the terms of the Franchise Agreement, and the applicable Note Documents, taken together, any Net Loss Proceeds will be applied in accordance with the terms of the Indenture.

(b)    Operator hereby covenants and agrees that so long as the Secured Obligations remain outstanding, Operator shall, (i) pay all sums required to be paid by Operator, in its capacity as franchisee, under the Franchise Agreement except to the extent nonpayment would not have a Material Adverse Effect, (ii) diligently perform, observe and enforce in all material respects all of the material terms, covenants and conditions of the Franchise Agreement on the part of the Operator, in its capacity as franchisee, to be performed, observed and enforced and do all things necessary to keep unimpaired the rights of the Operator, in its capacity as franchisee, under the Franchise Agreement, and (iii) reasonably promptly notify Grantee of the giving of any notice to Operator of any material default by Operator, in its capacity as franchisee, in the performance or observance of any of the terms, covenants or conditions of the Franchise Agreement on the part of Operator, in its capacity as franchisee, to be performed and observed and deliver to Grantee a true copy of each such notice.

Section 4.12. [GROUND LEASE].

(a)    Grantor hereby represents and warrants, as of the Effective Date, (i) Grantor has delivered a true and correct copy of each Ground Lease to Grantee prior to or simultaneously with its execution of this Security Instrument; (ii) the Ground Lease is in full force and effect and has not been modified or amended in any manner whatsoever, except as specified in [Exhibit [A/B] [and Exhibit [B/C]] attached hereto]; (iii) the Grantor enjoys the quiet and peaceful possession of the Ground Leasehold Estate subject only to Permitted Liens; (iv) to the best of Grantor's knowledge, there is no material default under the Ground Leasehold by any party thereunder, and no event has occurred which but for the passage of time, or the giving of notice, or both would constitute a material default under the Ground Lease; (v) except to the extent nonpayment would not have a Material Adverse Effect, all rents, additional rents, and other sums due and payable under the Ground Lease have been paid in full except as permitted under the express terms of the Ground Lease; (vi) to the best of Grantor's knowledge, no Person has commenced any action or given or received any notice for the purpose of terminating such Ground Lease; (vii) the consummation of the transactions contemplated hereby will not result in any breach of, or constitute a default under, the Ground Lease, (viii) all actions which must be taken for Grantee to have the rights of a leasehold mortgagee or mortgagee pursuant to the Ground Lease have been taken and completed; (ix) the Grantor or any Affiliate thereof has not granted any other leasehold mortgage or made any other assignment, pledge or hypothecation of its interest under the Ground Lease; (x) the Ground Lease or a memorandum thereof has been duly recorded; (xi) the Ground Lease permits the interest of the lessee thereunder to be encumbered by the Security Instrument; (xii) the Ground Lease is not subject to any Liens (other than Permitted Liens) superior to, or of equal priority with, the Security Instrument; (xiii) the Ground Lease, either by its express terms or after giving effect to any estoppel and consent agreement,

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[(v) cannot be cancelled, terminated, surrendered or amended without the prior written consent of Grantee; (w) requires Fee Owner to enter into a new lease on similar terms and conditions upon termination of the Ground Lease for any reason, including rejection of the Ground Lease in a proceeding under the Bankruptcy Code or any other Creditors Rights Laws; (x) is assignable upon notice to, but without the consent of, the Fee Owner and, in the event that it is so assigned, it is further assignable upon notice to, but without the need to obtain the consent of Fee Owner, (y) provides that notice of termination given under the Ground Lease is not effective against Grantee or any Secured Party unless a copy of such notice has been delivered to Grantee in the manner described in the Ground Lease and (z) provides that Grantee is permitted a reasonable opportunity (including, where necessary, sufficient time to gain possession of the interest of the Grantor under the Ground Leases) to cure any default under the Ground Lease, which is curable after the receipt of notice of any default, before Fee Owner may terminate the Ground Lease;] (xiv) the Ground Lease has a term which extends [not less than twenty-five (25) years] beyond the date on which no Secured Obligations continue to be outstanding; (xv) under the terms of the Ground Lease, and the applicable Note Documents, taken together, any Net Loss Proceeds will be applied in accordance with the terms of the Indenture; and [(xvi) the Ground Lease does not impose restrictions on subletting.]

(b)    Grantor hereby covenants and agrees that, so long as the Secured Obligations remain outstanding, it shall (i) except to the extent nonpayment would not have a Material Adverse Effect, pay all rents, additional rents and other sums required to be paid by Grantor, as tenant under and pursuant to the provisions of the Ground Lease, (ii) diligently perform and observe in all material respects all of the terms, covenants and conditions of the Ground Lease to be performed and observed on the part of such Grantor, as tenant thereunder, (iii) reasonably promptly notify Grantee of the giving of any notice by Fee Owner to Grantor of any material default by Grantor, as tenant thereunder, and deliver to Grantee a true copy of each such notice within five (5) days of Grantor's receipt and (iv) reasonably promptly notify Grantee of any notice of bankruptcy, reorganization or insolvency of Fee Owner, and deliver to Grantee a true copy of such notice.

(c)    In the event of any uncured default by the Grantor in the performance of any of its obligations under the Ground Lease, including, without limitation, any uncured default in the payment of rent and other charges and impositions made payable by the lessee thereunder, then, in the case of an uncured default in the payment of any monetary obligation, [Grantee has the right, but not the obligation, without notice, to make payment to cure such default, or, in the case of an uncured default in the performance of any non-monetary obligation, Grantee has the right, but not the obligation, to cause the default or defaults to be remedied and otherwise exercise any and all of the rights of the Grantor thereunder in the name of and on behalf of the Grantor]. Grantor shall, on demand, reimburse Grantee for all advances made and reasonable expenses incurred by Grantee in curing any such default (including, without limitation, reasonable attorneys' fees), together with interest thereon computed at the Default Rate (as hereinafter defined) from the date that an advance is made or expense is incurred, to and including the date the same is paid.

(d)    Notwithstanding anything to the contrary contained herein with respect to the Ground Lease:

(i)    the Lien of this Security Instrument attaches to all of the Grantor's rights and remedies at any time arising under or pursuant to subsection 365(h) of the Bankruptcy Code, including, without limitation, all of the Grantor's rights, as debtor, to remain in possession of the related Property which is subject to the Ground Lease;

(ii)    The Grantor shall not, without Grantee's written consent, elect to treat a Ground Lease as terminated under subsection 365(h)(1) of the Bankruptcy Code. Any such election made without Grantee's prior written consent shall be void;

(iii)    As security for the Secured Obligations, Grantor unconditionally assigns, transfers and sets over to Grantee for the benefit of the Secured Parties all of Grantor's claims and rights to the payment of damages arising from any rejection of the Ground Lease by Fee Owner under the Bankruptcy Code. Grantee and Grantor shall proceed jointly or in the name of Grantor in respect of any claim, suit, action or proceeding relating to the rejection of the Ground Lease, including, without limitation, the right to file and prosecute any proofs of claim, complaints, motions, applications, notices and other documents in any case in respect of Fee Owner under the Bankruptcy Code. This assignment constitutes a present, irrevocable and unconditional assignment of the foregoing claims, rights and remedies, and shall continue in effect until all of the Secured

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Obligations shall have been satisfied and discharged in full. Any amounts received by Grantee or Grantor as damages arising out of the rejection of the Ground Lease as aforesaid shall be applied to all costs and expenses of Grantee (including, without limitation, reasonable attorneys' fees and costs) incurred in connection with the exercise of any of its rights or remedies in accordance with the applicable provisions hereof;

(iv)    Upon or anytime after the rejection of the Ground Lease by Fee Owner, pursuant to the Bankruptcy Code, Grantor shall not, without the prior written consent of Grantee, effect, or seek to cause, any offset of the amount of damages caused by such rejection, as against any rent or other amounts due under such Ground Lease. Grantor shall request such consent of Grantee in writing prior to seeking any such offset. If Grantee has failed to object to any such proposed offset within ten (10) Business Days after receiving notice thereof from the Grantor, the Grantor may proceed to offset damages only up to the amounts set forth in Grantor's notice to Grantee;

(v)    If any action, proceeding, motion or notice shall be commenced or filed in respect of the Fee Owner of all or any part the Property subject to the Ground Lease in connection with any case under the Bankruptcy Code, Grantee and Grantor shall cooperatively conduct and control any such litigation with counsel agreed upon between Grantor and Grantee in connection with such litigation. Grantor shall, upon demand, pay to Grantee all reasonable costs and expenses (including attorneys' fees and costs) actually paid or actually incurred by Grantee or any Secured Party in connection with the cooperative prosecution or conduct of any such proceedings. All such costs and expenses shall be secured by the Lien of this Security Instrument; and

(vi)    Grantor shall reasonably promptly, after obtaining knowledge of such filing, notify Grantee in writing of any filing by or against Fee Owner of a petition under the Bankruptcy Code, such notice setting forth any information available to Grantor as to the date of such filing, the court in which such petition was filed, and the relief sought in such filing. Grantor shall promptly deliver to Grantee any and all notices, summons, pleadings, applications and other documents received by Grantor in connection with any such petition and any proceedings relating to such petition.

ARTICLE 5

FURTHER ASSURANCES

Section 5.1. COMPLIANCE WITH INDENTURE. Grantor shall comply with all covenants set forth in the Indenture relating to acts or other further assurances to be made on the part of Grantor in order to protect and perfect the Lien or security interest hereof upon, and in the interest of [Trustee,] Grantee and Secured Parties in, the Property.

Section 5.2. AUTHORIZATION TO FILE FINANCING STATEMENTS; POWER OF ATTORNEY. Grantor hereby irrevocably authorizes the Grantee at any time and from time to time to file in any filing office in any Uniform Commercial Code jurisdiction any initial financing statements and amendments thereto and continuations thereof that (a) indicate the Collateral (i) as all assets of the Grantor or words of similar effect, regardless of whether any particular asset comprised in the Collateral falls within the scope of Article 9 of the Uniform Commercial Code of the State or such jurisdiction, or (ii) as being of an equal or lesser scope or with greater detail, and (b) provide any other information required by part 5 of Article 9 of the Uniform Commercial Code of the State or such other jurisdiction for the sufficiency or filing office acceptance of any financing statement or amendment, including (i) whether the Grantor is an organization, the type of organization and any organizational identification number issued to the Grantor and, (ii) in the case of a financing statement filed as a fixture filing or indicating Collateral as as-extracted collateral or timber to be cut, a sufficient description of real property to which the Collateral relates. The Grantor agrees to furnish any such information to the Grantee promptly upon the Grantee's request. Grantor also ratifies its authorization for Grantee to have filed any like initial financing statements, amendments thereto and continuations thereof, if filed prior to the date of this Security Instrument. Grantor hereby irrevocably constitutes and appoints Grantee and any officer or agent of Grantee, with full power of substitution, as its true and lawful attorneys-in-fact with full irrevocable power and authority in the place and stead of Grantor or in Grantor's own name to execute in Grantor's name any such documents and otherwise to carry out the purposes of this Section 5.2, to the extent that Grantor's authorization above is not sufficient and Grantor fails or refuses to promptly execute such documents. To the extent permitted by Applicable Laws, Grantor hereby ratifies

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all acts said attorneys-in-fact have lawfully done in the past or shall lawfully do or cause to be done in the future by virtue hereof. This power of attorney is a power coupled with an interest and shall be irrevocable until final payment and performance of the Secured Obligations or the full and final release of this Security Instrument.

Section 5.3. RECORDING OF SECURITY INSTRUMENT, ETC. Grantor, upon execution and delivery of this Security Instrument and thereafter, from time to time, will cause this Security Instrument and any of the other Note Documents creating a Lien or evidencing the Lien hereof upon the Property and each instrument of further assurance to be filed, registered or recorded in such manner and in such places as may be required by Applicable Laws in order to publish notice of and perfect the Lien hereof upon, and the interest of Grantee [and Trustee] in, the Property. Grantor will pay all taxes, filing, registration or recording fees, and all expenses incident to the preparation, execution, acknowledgment and/or recording of this Security Instrument and the other Note Documents, including any instrument of further assurance and any modification or amendment of the foregoing documents, and all federal state, county and municipal taxes, duties, imposts, assessments and charges arising out of or in connection with the execution and delivery of this Security Instrument and the other Note Documents, including any instrument of further assurance and any modification or amendment of the foregoing documents, except where prohibited by Applicable Laws so to do.

Section 5.4. ADDITIONS TO PROPERTY. All right, title and interest of the Grantor in and to all extensions, amendments, relocations, retakings, improvements, betterments, renewals, substitutes and replacements of, and all additions and appurtenances to, the Property hereafter acquired by or released to the Grantor or constructed, assembled or placed by the Grantor upon the Land, and all conversions of the security constituted thereby, immediately upon such acquisition, release, construction, assembling, placement or conversion, as the case may be, and in each such case without any further mortgage, conveyance, assignment or other act by the Grantor, shall become subject to the Lien and security interest of this Security Instrument as fully and completely and with the same effect as though now owned by the Grantor and specifically described in the grant of the Property above, but at any and all times the Grantor will execute and deliver to the Grantee any and all such further assurances, mortgages, deeds of trust, conveyances or assignments thereof as the Grantee may reasonably require for the purpose of expressly and specifically subjecting the same to the Lien and security interest of this Security Instrument.

Section 5.5. ADDITIONAL SECURITY. Without notice to or consent of the Grantor and without impairment of the Lien and rights created by this Security Instrument, the Grantee [and/or Trustee] at the direction of the Grantee may accept (but the Grantor shall not be obligated to furnish) from the Grantor or from any other Person, additional security for the Secured Obligations. Neither the giving hereof nor the acceptance of any such additional security shall prevent the Grantee [or Trustee] at the direction of the Grantee from resorting, first, to such additional security, and, second, to the security created by this Security Instrument without affecting the Grantee's [and Trustee's] Lien and rights under this Security Instrument.

Section 5.6. STAMP AND OTHER TAXES. The Grantor shall pay any United States documentary stamp taxes, with interest and fines and penalties, and any mortgage recording taxes, with interest and fines and penalties, that may hereafter be levied, imposed or assessed under or upon or by reason hereof or the Secured Obligations or any instrument or transaction affecting or relating to either thereof, and in default thereof, the Grantee may advance the same and the amount so advanced shall be payable by the Grantor to the Grantee, upon demand.

Section 5.7. CERTAIN TAX LAW CHANGES. In the event of the passage after the date hereof of any law deducting from the value of real property, for the purpose of taxation, amounts in respect of any Lien thereon or changing in any way the laws for the taxation of mortgages or debts secured by mortgages for state or local purposes or the manner of the collection of any taxes, and imposing any taxes, either directly or indirectly, on this Security Instrument or any other Note Document, the Grantor shall promptly pay to the Grantee such amount or amounts as may be necessary from time to time to pay any such taxes, assessments or other charges resulting therefrom; provided, that if any such payment or reimbursement shall be unlawful or taxable to the Grantee, or would constitute usury or render the indebtedness wholly or partially usurious under Applicable Laws, the Grantor shall pay or reimburse the Grantee for payment of the lawful and non-usurious portion thereof.

Section 5.8. PROCEEDS OF TAX CLAIM. In the event that the proceeds of any tax claim are paid after the Grantee has exercised its right to foreclose the Lien hereof, such proceeds shall be paid to the Grantee to satisfy

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any deficiency remaining after such foreclosure. The Grantee shall retain its interest in the proceeds of any tax claim during any redemption period. The amount of any such proceeds in excess of any deficiency claim of the Grantee shall in a reasonably prompt manner be released to the Grantor.

ARTICLE 6

DUE ON SALE/ENCUMBRANCE

Section 6.1. NO SALE/ENCUMBRANCE. Except as and to the extent permitted by the Indenture and except for any Permitted Liens, Grantor shall not cause or permit a sale, conveyance, mortgage, deed, grant, bargain, encumbrance, pledge, assignment, or grant of any options with respect to, or any other transfer or disposition (directly or indirectly, voluntarily or involuntarily, by operation of Applicable Laws or otherwise, and whether or not for consideration or of record) of a legal or beneficial interest in the Property or any part thereof or interest therein.

ARTICLE 7

PREPAYMENT; RELEASE OF PROPERTY

Section 7.1. PREPAYMENT. The Secured Obligations may not be prepaid in whole or in part except in strict accordance with the express terms and conditions of the Indenture Notes and the Indenture.

Section 7.2. RELEASE OF PROPERTY. Grantor shall not be entitled to a release of any portion of the Property from the Lien of this Security Instrument except in accordance with the express terms and conditions of the Indenture.

ARTICLE 8

DEFAULT

Section 8.1. EVENT OF DEFAULT. The term “Event of Default” as used in this Security Instrument shall have the meaning assigned to such term in the Indenture and the occurrence of an “Event of Default” under the Indenture shall constitute an “Event of Default” hereunder.

ARTICLE 9

RIGHTS AND REMEDIES UPON DEFAULT

Section 9.1. REMEDIES. Upon the occurrence and during the continuance of any Event of Default, Grantor agrees that Grantee [, acting for itself or by or through Trustee (or its successors and substitutes),] may take such action, without notice or demand, as it deems advisable to protect and enforce its rights against Grantor, and in and to the Property, including, but not limited to, such actions as are available under Applicable Laws and the following actions, each of which may be pursued alternatively, concurrently or otherwise, at such time and in such order as Grantee may determine, in its sole discretion, without impairing or otherwise affecting the other rights and remedies of Grantee:

(a)    Grantee may[, or may direct Trustee (or its successors and substitutes) to,] declare the Secured Obligations to be immediately due and payable. Notwithstanding the foregoing, if and to the extent the Indenture provides for automatic acceleration of the principal amount of the outstanding Secured Obligations upon the occurrence of certain Events of Default, such provisions with respect to automatic acceleration shall govern and control, without any further notice, demand or other action by the Secured Parties, Grantee[, Trustee] or any other Person.

(b)    Reserved.

(c)    With respect to foreclosure, judicial or otherwise, with respect to any of the Property:

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(i)    Grantee may[, or may direct Trustee (or its successors and substitutes) to,] institute proceedings, judicial or otherwise, for the complete foreclosure of this Security Instrument under any applicable provision of Applicable Laws, in which case the Property or any interest therein may be sold for cash or upon credit in one or more parcels or in several interests or portions and in any order or manner. Grantee may personally, or by its agents or attorneys[, or may direct the Trustee to], (A) enter into and upon and take possession of all or any part of the Property together with the books, records and accounts of the Grantor relating thereto and exclude the Grantor, its agents and servants wholly therefrom, (B) use, operate, manage and control the Property and conduct the business thereof, (C) maintain and restore the Property, (D) make all necessary or proper repairs, renewals and replacements and such useful alterations thereto and thereon as the Grantee may deem advisable, (E) manage, lease and operate the Property and carry on the business thereof and exercise all rights and powers of the Grantor with respect thereto either in the name of the Grantor or otherwise or (F) collect and receive all Rents. Subject to Section 10.1hereof, the Grantee [or Trustee] shall be under no liability for or by reason of any such taking of possession, entry, removal or holding, operation or management except that any amounts so received by the Grantee shall be applied in accordance with the provisions of the Indenture.

(ii)    Grantee may[, or may direct Trustee (or its successors and substitutes) to], with or without entry, to the extent permitted and pursuant to the procedures provided by Applicable Laws, institute proceedings for the partial foreclosure of this Security Instrument, conducting the sale as herein provided, and without declaring the whole Secured Obligations due, and provided that if sale is made because of an Event of Default as hereinabove mentioned, such sale may be made subject to the unmatured part of the Indenture Notes and/or the Secured Obligations secured hereby, and it is agreed that such sale, if so made, shall not in any manner affect any other Secured Obligations secured hereby, but as to such other Secured Obligations this Security Instrument and the Liens created hereby shall remain in full force and effect just as though no sale had been made under the provisions of this Section 9.1(c)(ii). It is further agreed that several sales may be made hereunder without exhausting the right of sale for any remaining Secured Obligations secured hereby, it being the purpose to provide for a foreclosure and sale of the Property for any matured portion of any of the Secured Obligations secured hereby or other items provided for herein without exhausting the power to foreclose and to sell the Property for any remaining Secured Obligations secured hereby, whether matured at the time or subsequently maturing.

(iii)    Grantee may[, or may direct Trustee (or its successors and substitutes) to,] sell the Property in whole or in part and in such parcels and order as Grantee [or Trustee] may determine, and the right of sale hereunder shall not be exhausted by one or more sales, but successive sales may be had until all of the Property has been legally sold.

(iv)    Grantee and/or one or more Secured Parties may become the purchaser at any such sale if it is the highest bidder, and shall have the right, after paying or accounting for all costs of said sale or sales, to credit the amount of the bid upon the amount of the Secured Obligations owing, in lieu of cash payment.

(v)    It shall not be necessary for the Grantee [or Trustee, or its successors or substitutes,] to have constructively in its possession any part of the real or personal Property covered by this Security Instrument, and the title and right of possession of said Property shall pass to the purchaser or purchasers at any sale hereunder as fully as if the same had been actually present and delivered. Likewise, on foreclosure of this Security Instrument whether by power of sale herein contained or otherwise, Grantor or any Person claiming any part of the Property by, through or under Grantor, shall not be entitled to a marshalling of assets or a sale in inverse order of alienation.

(vi)    The recitals and statements of fact contained in any notice or in any conveyance to the purchaser or purchasers at any sale hereunder shall be prima facie evidence of the truth of such facts, and all prerequisites and requirements necessary to the validity of any such sale shall be presumed to have been performed.

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(vii)    To the extent permitted by Applicable Laws, any sale under the powers granted by this Security Instrument shall be a perpetual bar against Grantor, its heirs, successors, assigns and legal representatives.

(viii)    Grantee may[, or may direct Trustee (or its successors and substitutes) to,] sell for cash or upon credit the Property or any part thereof and all estate, claim, demand, right, title and interest of Grantor therein and rights of redemption thereof, pursuant to power of sale or otherwise, at one or more sales, as an entirety or in parcels, at such time and place, upon such terms and after such notice thereof as may be required or permitted by Applicable Laws.

(ix)    In the event of a sale, by foreclosure, power of sale or otherwise, of less than all of Property, this Security Instrument shall continue as a Lien and security interest on the remaining portion of the Property unimpaired and without loss of priority.

(d)    In the event any sale hereunder is not completed or is defective in the opinion of Grantee or the holder of any part of the Secured Obligations, to the extent permitted by Applicable Laws, such sale shall not exhaust the power of sale hereunder, and Grantee or such holder shall have the right to cause a subsequent sale or sales to be made by [the Trustee or any successor or substitute Trustee].

(e)    In the event of a foreclosure under the powers granted by this Security Instrument, Grantor and all other Persons in possession of any part of the Property shall be deemed tenants at will of the purchaser at such foreclosure sale and shall be liable for a reasonable rental for the use of the Property; and if any such tenants refuse to surrender possession of the Property upon demand, the purchaser shall be entitled to institute and maintain the statutory action of forcible entry and detainer and procure a writ of possession thereunder, and Grantor expressly waives all damages sustained by reason thereof.

(f)    Grantee may[, or may direct Trustee (or its successors and substitutes) to,] institute an action, suit or proceeding in equity for the specific performance of any covenant, condition or agreement contained herein or in the Indenture Notes, the Indenture or in the other Note Documents.

(g)    Grantee may[, or may direct Trustee (or its successors and substitutes) to,] recover judgment on the Indenture Notes either before, during or after any proceedings for the enforcement of this Security Instrument or the other Note Documents.

(h)    Grantee may[, or may direct Trustee (or its successors and substitutes) to,] apply for and shall be entitled to the appointment of a receiver, trustee, liquidator or conservator of the Property, without notice and without regard for the adequacy of the security for the Secured Obligations and without regard for the solvency of any Grantor or Guarantor or any other guarantor or indemnitor under the Indenture or any other Person liable for the payment of the Secured Obligations.

(i)    The license granted to Grantor under Section 2.2 hereof shall automatically be revoked and, to the extent permitted by Applicable Laws, Grantee may enter into or upon the Property, either personally or by its agents, nominees or attorneys and dispossess Grantor and its agents and servants therefrom, without liability for trespass, damages or otherwise and exclude Grantor and its agents or servants wholly therefrom, and take possession of all books, records and accounts relating thereto and Grantor agrees to surrender possession of the Property and of such books, records and accounts to Grantee upon demand, and thereupon Grantee may (i) use, operate, manage, control, insure, maintain, repair, restore and otherwise deal with all and every part of the Property and conduct the business thereat; (ii) complete any construction on the Property in such manner and form as Grantee deems advisable; (iii) make alterations, additions, renewals, replacements and improvements to or on the Property; (iv) exercise all rights and powers of Grantor with respect to the Property, whether in the name of Grantor or otherwise, including, without limitation, the right to make, cancel, enforce or modify Leases, obtain and evict Tenants, and demand, sue for, collect and receive all Rents of the Property and every part thereof; (v) require Grantor to pay monthly in advance to Grantee, or any receiver appointed to collect the Rents, the fair and reasonable rental value for the use and occupation of such part of the Property as may be occupied by Grantor; (vi) require Grantor to vacate and surrender possession of the Property to Grantee or to such

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receiver and, in default thereof, Grantor may be evicted by summary proceedings or otherwise; and (vii) apply the receipts from the Property to the payment of the Secured Obligations, in such order, priority and proportions as Grantee shall deem appropriate in its sole discretion after deducting therefrom all reasonable expenses (including attorneys' fees) incurred in connection with the aforesaid operations and all amounts necessary to pay the Taxes, Other Charges, insurance and other expenses in connection with the Property, as well as just and reasonable compensation for the services of Grantee and Secured Parties, and their respective counsel, agents and employees. Notwithstanding the provisions of this Section 9.1(i) hereof, no credit shall be given by Grantee for any sum or sums received from the rents, issues and profits of the Property until the money collected is actually received by Grantee at its principal office, or at such other place as Grantee shall designate in writing, and no such credit shall be given for any uncollected rents or other uncollected amounts or bills, nor shall such credit be given for any rents, issues and profits derived from the Property after foreclosure or other transfer of the Property (or part thereof from which rents, issues and/or profits are derived pursuant to the Security Instrument or by agreement) to Grantee or any other third party. Receipt of rents, issues and/or profits by Grantee shall not be deemed to constitute a pro-tanto payment of the indebtedness evidenced by, or arising under, this Security Instrument, the Indenture Notes, the Indenture or any of the other Note Documents, but shall be applied as provided in Section 9.2.

(j)    To the extent permitted by Applicable Laws, Grantee may[, or may direct Trustee (or its successors and substitutes) to,] exercise any and all rights and remedies granted to a secured party upon an uncured default under the Uniform Commercial Code, including, without limiting the generality of the foregoing: (i) the right to take possession of the Collateral (including, without limitation, the Personal Property) or any part thereof, and to take such other measures as Grantee may deem necessary for the care, protection and preservation of the Collateral (including, without limitation, the Personal Property); and (ii) request Grantor at its expense to assemble the Collateral (including, without limitation, the Personal Property) and make it available to Grantee at a convenient place acceptable to Grantee. Any notice of sale, disposition or other intended action by Grantee [or Trustee] with respect to the Collateral (including, without limitation, the Personal Property) sent to Grantor in accordance with the provisions hereof at least five (5) days prior to such action shall constitute commercially reasonable notice to Grantor.

(k)    Grantee may[, or may direct Trustee (or its successors and substitutes) to,] apply any sums then deposited or held in escrow or otherwise by or on behalf of Grantee in accordance with the terms of the Indenture, this Security Instrument or any other Note Document, to the payment of the following items in any order in its sole discretion: (i) Taxes and Other Charges; (ii) insurance premiums; (iii) interest on the unpaid principal balance of the Indenture Notes; (iv) amortization of the unpaid principal balance of the Indenture Notes; (v) all other sums payable pursuant to the Indenture Notes, the Indenture, this Security Instrument and the other Note Documents, including, without limitation, advances made by Grantee or any Secured Party pursuant to the terms of this Security Instrument.

(l)    Grantee may[, or may direct Trustee (or its successors and substitutes) to,] surrender the insurance policies maintained pursuant to the Indenture, collect the unearned insurance premiums for such insurance policies and apply such sums as a credit on the Secured Obligations in such priority and proportion as Grantee in its discretion shall deem proper, and in connection therewith, Grantor hereby appoints Grantee as its agent and attorney-in-fact (which is coupled with an interest and is therefore irrevocable) for Grantee to collect such insurance premiums.

(m)    Grantee may apply the undisbursed balance of any deposit made by Grantor with Grantee in connection with the restoration of the Property after a casualty thereto or condemnation thereof, together with interest thereon, to the payment of the Secured Obligations in such order, priority and proportions as Grantee shall deem to be appropriate in its discretion.

(n)    Grantee may[, or may direct Trustee to,] pursue such other remedies as Grantee [or Trustee] may have under Applicable Laws.

Section 9.2. APPLICATION OF PROCEEDS. The purchase money, proceeds and avails of any disposition of the Property, and/or any part thereof, or any other sums collected by Grantee on behalf of Secured Parties pursuant to this Security Instrument shall be applied by Grantee as follows:

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FIRST: To the Collateral Agent and Indenture Trustee for all amounts due under Sections 7.07 and 12.11(1) of the Indenture;

SECOND: To the Collateral Agent and Indenture Trustee for all amounts due under this Security Instrument;

THIRD: To the Noteholders (as such term is defined in the Indenture) for amounts then due and unpaid for principal, premium, if any, and interest on the Indenture Notes in respect of which or for the benefit of which such money has been collected ratably, without preference or priority of any kind, according to the amounts due and payable on such Indenture Notes for principal, premium, if any, and interest, respectively; and

FOURTH: To the Grantor or any of the obligors of the Indenture Notes, as their interests may appear, or as a court of competent jurisdiction may direct.

Section 9.3. RIGHT TO CURE DEFAULTS. Upon the occurrence and during the continuance of any Event of Default, Grantee may, but without any obligation to do so and without notice to or demand on Grantor and without releasing Grantor from any obligation hereunder, make any payment or do any act required of Grantor hereunder in such manner and to such extent as Secured Parties may deem necessary to protect the security hereof. Grantee is authorized to enter upon the Property for such purposes, or appear in, defend, or bring any action or proceeding to protect its interest in the Property or to foreclose this Security Instrument or collect the Secured Obligations, and the reasonable cost and expense thereof (including attorneys' fees to the extent permitted by Applicable Laws) with interest as provided in this Section 9.3, shall constitute a portion of the Secured Obligations and shall be due and payable to Grantee on behalf of Secured Parties upon demand. All such costs and expenses incurred by Grantee or any Secured Party remedying such Event of Default or such failed payment or act or in appearing in, defending, or bringing any such action or proceeding shall bear interest at the rate of interest specified in Section 2.14 of the Indenture, if any (the “Default Rate”), for the period after notice from Grantee or any Secured Party that such cost or expense was incurred to the date of payment to Grantee or such Secured Party. All such costs and expenses incurred by Grantee or any Secured Party [or Trustee] together with interest thereon calculated at the Default Rate shall be deemed to constitute a portion of the Secured Obligations and be secured by this Security Instrument and the other Note Documents and shall be immediately due and payable upon demand by Grantee or such Secured Party therefor.

Section 9.4. ACTIONS AND PROCEEDINGS. Grantee has the right to appear in and defend any action or proceeding brought with respect to the Property and to bring any action or proceeding, in the name and on behalf of Grantor, which Grantee, in its discretion, decides should be brought to protect its interest in the Property.

Section 9.5. RECOVERY OF SUMS REQUIRED TO BE PAID. Grantee and Secured Parties shall have the right from time to time to take action to recover any sum or sums which constitute a part of the Secured Obligations as the same become due, without regard to whether or not the balance of the Secured Obligations shall be due, and without prejudice to the right of Grantee and Secured Parties thereafter to bring an action of foreclosure, or any other action, for a default or defaults by Grantor existing at the time such earlier action was commenced.

Section 9.6. ADDITIONAL PROVISIONS. With respect to the Collateral, from the Effective Date until the Secured Obligations are paid and performed in full or this Security Instrument is otherwise released by written instrument executed by Grantee and authorized to be recorded in the applicable public records of the jurisdiction in which the Property is located, Grantee [and Trustee (and its successors and substitutes)] [are/is] is hereby irrevocably appointed the true and lawful attorney of the Grantor (coupled with an interest), with full power and authority and with full power of substitution, in its name and stead, to make all necessary conveyances, assignments, transfers and deliveries of the Collateral, and for that purpose Grantee [and Trustee (and its successors and substitutes)] may execute all necessary instruments of conveyance, assignment, transfer and delivery, and may substitute one or more Persons with such power, Grantor hereby ratifying and confirming all that its said attorney or such substitute or substitutes shall lawfully do by virtue hereof. Notwithstanding the foregoing, Grantor, if so requested by Grantee, shall ratify and confirm any such sale or sales by executing and delivering to Grantee or to such purchaser or purchasers all such instruments as may be advisable, in the judgment of Grantee, for such purpose, and as may be designated in such request. To the extent permitted by Applicable Laws, any such sale or sales made

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under or by virtue of this Section 9.6 shall operate to divest all the estate, right, title, interest, claim and demand whatsoever, whether at law, or in equity, of Grantor in and to the properties and rights so sold, and shall be a perpetual bar both at law and in equity against Grantor and against any and all Persons claiming or who may claim the same, or any part thereof, from, through or under Grantor. Upon any sale made under or by virtue of this Section 9.6, [Trustee, or its successor or substitute, or] Grantee may, to the extent permitted by Applicable Laws, bid for and acquire the Property or any part thereof and in lieu of paying cash therefor may make settlement for the purchase price by crediting upon the Secured Obligations secured hereby the net sales price after deducting therefrom the expenses of the sale and the cost of the auction and any other sums which Grantee is authorized to deduct by Applicable Laws or under this Security Instrument. At any sale pursuant to this Section 9.6, whether made under power herein granted, under or as otherwise authorized by Applicable Laws, or by virtue of any judicial proceeding or any other legal right, remedy or recourse, it shall not be necessary for Grantee [or Trustee, or its successor or substitute,] to be physically present, or to have constructive possession of, the Property, and the title to and right of possession of any such property shall pass to the purchaser thereof as completely as if the same had been actually presented and delivered to the purchaser at such sale.

Section 9.7. OTHER RIGHTS, ETC.

(a)    The failure of [Trustee,] Secured Parties or Grantee to insist upon strict performance of any term hereof shall not be deemed to be a waiver of any term of this Security Instrument or any other Note Document. Grantor shall not be relieved of Grantor's obligations hereunder by reason of (i) the failure of [Trustee,] Secured Parties or Grantee to comply with any request of Grantor or any guarantor or indemnitor with respect to the Indenture to take any action to foreclose this Security Instrument or otherwise enforce any of the provisions hereof or of the Indenture Notes or the other Note Documents, (ii) the release, regardless of consideration, of less than the whole of the Property, or of any Person liable for the Secured Obligations or any portion thereof unless, in connection with such release, Grantee releases of record this Security Instrument in its entirety, or (iii) any written agreement or stipulation by Grantee or Secured Parties extending the time of payment or otherwise modifying or supplementing the terms of the Indenture Notes, this Security Instrument or the other Note Documents (except to the extent of any such modification).

(b)    It is agreed that the risk of loss or damage to the Property is on Grantor, and none of [Trustee,] Grantee and Secured Parties shall have any liability whatsoever for decline in the value of the Property, for failure to maintain the insurance policies required to be maintained pursuant to the Indenture or for failure to determine whether insurance in force is adequate as to the amount of risks insured. Possession by Grantee [or Trustee] shall not be deemed an election of judicial relief if any such possession is requested or obtained with respect to any Property or collateral not in Grantee's possession.

(c)    Grantee or Secured Parties may resort for the payment of the Secured Obligations to any other security held by Grantee or Secured Parties in such order and manner as Grantee or Secured Parties, in their discretion, may elect. Grantee or Secured Parties may take action to recover the Secured Obligations, or any portion thereof, or to enforce any covenant hereof without prejudice to the right of Grantee or Secured Parties thereafter to foreclose this Security Instrument. The rights of Grantee, [and] Secured Parties [and Trustee] under this Security Instrument shall be separate, distinct and cumulative and none shall be given effect to the exclusion of the others. No act of Secured Parties, [or] Grantee [or Trustee] shall be construed as an election to proceed under any one provision herein to the exclusion of any other provision. None of Secured Parties, [or] Grantee [or Trustee] shall be limited exclusively to the rights and remedies herein stated but shall be entitled to every right and remedy now or hereafter afforded at law or in equity.

(d)    In the event of a foreclosure sale, whether made by [the Trustee] under the terms hereof, or under judgment of a court, the Collateral may, at the option of Grantee, be sold as a whole with the Land and Improvements.

Section 9.8. RIGHT TO RELEASE ANY PORTION OF THE PROPERTY. Subject to the provisions of the Indenture, Grantee may release [or direct Trustee to release] any portion of the Property for such consideration as Grantee may require without, as to the remainder of the Property, in any way impairing or affecting the Lien or priority of this Security Instrument, or improving the position of any subordinate lien holder with respect thereto, except to the extent that the obligations hereunder shall have been reduced by the actual monetary consideration, if

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any, received by Grantee or any Secured Party for such release, and may accept by assignment, pledge or otherwise any other property in place thereof as Grantee may require without being accountable for so doing to any other lien holder. This Security Instrument shall continue as a Lien and security interest in the remaining portion of the Property.

Section 9.9. RIGHT OF ENTRY. Upon reasonable notice to Grantor, Grantee and its agents shall have the right to enter and inspect the Property at all reasonable times.

Section 9.10. BANKRUPTCY.

(a)    Upon the occurrence and during the continuance of an Event of Default, Grantee shall have the right to proceed in its own name or in the name of Secured Parties or in the name of Grantor in respect of any claim, suit, action or proceeding relating to the rejection of any Lease, including, without limitation, the right to file and prosecute, to the exclusion of Grantor, any proofs of claim, complaints, motions, applications, notices and other documents, in any case in respect of the lessee under such Lease under the Bankruptcy Code.

(b)    If there shall be filed by or against Grantor a petition under the Bankruptcy Code, as the same may be amended from time to time, and Grantor, as lessor under any Lease, shall determine to reject such Lease pursuant to Section 365(a) of the Bankruptcy Code, then Grantor shall give Grantee not less than ten (10) days' prior notice of the date on which Grantor shall apply to the bankruptcy court for authority to reject the Lease. Grantee shall have the right, but not the obligation, to serve upon Grantor within such ten-day period a notice stating that (i) Grantee demands that Grantor assume and assign the Lease to Grantee pursuant to Section 365 of the Bankruptcy Code and (ii) Grantee covenants to cure or provide adequate assurance of future performance under the Lease. If Grantee serves upon Grantor the notice described in the preceding sentence, Grantor shall not seek to reject the Lease and shall comply with the demand provided for in clause (i) of the preceding sentence within thirty (30) days after the notice shall have been given, subject to the performance by Grantee of the covenant provided for in clause (ii) of the preceding sentence.

Section 9.11. SALE OF OPERATING LEASE. The word “sale” as used in this Article 9 with respect to the Operating Lease [or the Ground Lease, as applicable] shall mean the sale, transfer, assignment or conveyance for value of the leasehold interest of the Grantor in such Lease, together with all of the Grantor's right, title and interest in and to the other items comprising the Property.

Section 9.12. SUBROGATION. If any or all of the proceeds of the Indenture Notes have been used to extinguish, extend or renew any indebtedness heretofore existing against all or any portion of the Property, then, to the extent of the funds so used, Grantee and Secured Parties shall be subrogated to all of the rights, claims, Liens, titles, and interests existing against the Property heretofore held by, or in favor of, the holder of such indebtedness and such former rights, claims, Liens, titles, and interests, if any, are not waived but rather are continued in full force and effect in favor of Grantee and Secured Parties and are merged with the Lien and security interest created herein as cumulative security for the payment and performance of the Secured Obligations.

ARTICLE 10

INDEMNIFICATIONS

Section 10.1. GENERAL INDEMNIFICATION. The terms and conditions of the second paragraph of Section 7.07 of the Indenture regarding indemnification are hereby incorporated herein by reference, and are hereby made a part of this Security Instrument to the same extent and with the same force as if fully set forth herein; provided the terms “Trustee” and “Indemnified Party” as used therein shall, solely for purposes herein, be replaced with the term “Indemnified Party” (as defined in this Security Instrument), the term “Indenture” as used therein shall, solely for purposes herein, be replaced with the term “Security Instrument”, and the term “Claims” as used therein shall, solely for purposes herein, be amended to exclude subsection (b) thereof and include: (a) any accident, injury to or death of persons or loss of or damage to property occurring in, on or about the Property or any part thereof or on the adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways; (b) any use, nonuse or condition in, on or about the Property or any part thereof or on the adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways; (c) performance of any labor services or the furnishing

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of any materials or other property in respect of the Property or any part thereof; (d) any failure of the Property to be in compliance with any Applicable Laws; (e) any and all claims and demands whatsoever which may be asserted against Grantee or any Secured Party by reason of any alleged obligations or undertakings on its part to perform or discharge any of the terms, covenants, or agreements contained in the Operating Lease or any Lease [(including the Ground Lease)]; or (f) the payment of any commission charge or brokerage fee to anyone which may be payable in connection with the Secured Obligations.

Section 10.2. MORTGAGE AND/OR INTANGIBLE TAX. Grantor shall, at its sole cost and expense, protect, defend, indemnify, release and hold harmless the Indemnified Parties from and against any and all Losses imposed upon or incurred by or asserted against any Indemnified Party and directly or indirectly arising out of or in any way relating to any tax on the making and/or recording of this Security Instrument or any other Note Document.

Section 10.3. GRANTEE'S RIGHTS. Grantee and any other Person designated by Grantee, including, but not limited to, any representative of a governmental authority, and any environmental consultant, and any receiver appointed by any court of competent jurisdiction, shall have the right, but not the obligation, to enter upon the Property at all reasonable times to assess any and all aspects of the environmental condition of the Property and its use, including, but not limited to, conducting any environmental assessment or audit (the scope of which shall be determined in Grantee's sole (but reasonable) discretion) and taking samples of soil, groundwater or other water, air, or building materials, and conducting other invasive testing. Grantor shall cooperate with and provide access to Grantee and any such Person designated by Grantee. Grantee agrees that it shall not exercise its rights under this Section 10.3 more frequently than once per calendar year unless Grantee reasonably believes that an Event of Default has occurred and is continuing.

ARTICLE 11

WAIVERS AND OTHER MATTERS

Section 11.1. WAIVER OF COUNTERCLAIM. Grantor hereby waives the right to assert a counterclaim, other than a mandatory or compulsory counterclaim, in any action or proceeding brought against it by [Trustee,] Grantee or any Secured Party arising out of or in any way connected with this Security Instrument, the Property, the Indenture Notes, the Indenture, any of the other Note Documents, or the Secured Obligations.

Section 11.2. MARSHALLING AND OTHER MATTERS. Grantor hereby waives, to the extent permitted by Applicable Laws, the benefit of all Applicable Laws now or hereafter in force regarding homestead, dower, elective or distributive share, appraisement, valuation, stay, extension, reinstatement and redemption and all rights of marshalling in the event of any sale hereunder of the Property or any part thereof or any interest therein and all other rights and exemptions of every kind, all of which are hereby expressly waived. Further, Grantor hereby expressly waives any and all rights of redemption (statutory or otherwise) and the equity of redemption from sale under any order or decree of foreclosure of this Security Instrument on behalf of Grantor, and on behalf of each and every Person acquiring any interest in or title to the Property subsequent to the date of this Security Instrument and on behalf of all Persons to the extent permitted by Applicable Laws.

Section 11.3. WAIVER OF NOTICE. Grantor shall not be entitled to any notices of any nature whatsoever from Secured Parties, [or] Grantee [or Trustee] except with respect to matters for which this Security Instrument or the Indenture or any other Note Documents specifically and expressly provides for the giving of notice by Secured Parties, [or] Grantee [or Trustee] to Grantor and except with respect to matters for which Grantor is not permitted by Applicable Laws to waive its right to receive notice, and Grantor hereby expressly waives presentment, demand, protest, notice of protest and non-payment, or other notice of default, notice of acceleration and intention to accelerate or other notice of any kind from Secured Parties, [or] Grantee [or Trustee] with respect to any matter for which this Security Instrument or Applicable Laws do not specifically and expressly provide for the giving of notice by Secured Parties, [or] Grantee [or Trustee] to Grantor.

Section 11.4. WAIVER OF STATUTE OF LIMITATIONS. Grantor hereby expressly waives and releases to the fullest extent permitted by Applicable Laws, the pleading of any statute of limitations as a defense to payment or performance of the Secured Obligations.

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Section 11.5. SOLE DISCRETION OF GRANTEE. Whenever pursuant to this Security Instrument, Grantee exercises any right given to it to approve or disapprove, or any arrangement or term is to be satisfactory to Grantee, the decision of Grantee to approve or disapprove or to decide whether arrangements or terms are satisfactory or not satisfactory shall (except as is otherwise specifically provided herein or in the Indenture) be in the sole discretion of Grantee and shall be final and conclusive.

Section 11.6. WAIVER OF TRIAL BY JURY. GRANTOR HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAWS, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS SECURITY INSTRUMENT OR ANY OTHER NOTE DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). GRANTOR CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OR ANY OTHER PERSON HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PERSON WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER.

Section 11.7. WAIVER OF FORECLOSURE DEFENSE. Grantor hereby waives any defense Grantor might assert or have by reason of Grantee's [or Trustee's] failure to make any Tenant of the Property a party defendant in any foreclosure proceeding or action instituted by Grantee [or Trustee].

Section 11.8. GRANTOR'S KNOWLEDGE. GRANTOR SPECIFICALLY ACKNOWLEDGES AND AGREES (a) THAT IT HAS A DUTY TO READ THIS SECURITY INSTRUMENT AND THAT IT IS CHARGED WITH NOTICE AND KNOWLEDGE OF THE TERMS HEREOF, (b) THAT IT HAS IN FACT READ THIS SECURITY INSTRUMENT AND IS FULLY INFORMED AND HAS FULL NOTICE AND KNOWLEDGE OF THE TERMS, CONDITIONS AND EFFECTS OF THIS SECURITY INSTRUMENT, (c) THAT IT HAS BEEN REPRESENTED BY LEGAL COUNSEL OF ITS CHOICE THROUGHOUT THE NEGOTIATIONS PRECEDING ITS EXECUTION OF THIS SECURITY INSTRUMENT AND HAS RECEIVED THE ADVICE OF SUCH COUNSEL IN CONNECTION WITH ENTERING INTO THIS SECURITY INSTRUMENT, AND (d) THAT IT RECOGNIZES THAT CERTAIN OF THE TERMS OF THIS SECURITY INSTRUMENT PROVIDE FOR (i) CERTAIN WAIVERS AND (ii) THE ASSUMPTION BY ONE PARTY OF, AND/OR RELEASE OF THE OTHER PARTY FROM, CERTAIN LIABILITIES THAT SUCH PARTY MIGHT OTHERWISE BE RESPONSIBLE FOR UNDER APPLICABLE LAWS. GRANTOR FURTHER AGREES AND COVENANTS THAT IT WILL NOT CONTEST THE VALIDITY OR ENFORCEABILITY OF ANY SUCH PROVISIONS OF THIS SECURITY INSTRUMENT ON THE BASIS THAT THE PARTY HAD NO NOTICE OR KNOWLEDGE OF SUCH PROVISION OR THAT SUCH PROVISIONS ARE NOT “CONSPICUOUS.”

Section 11.9. USURY SAVINGS PROVISIONS. It is the intent of Grantee, Secured Parties and Grantor in the execution of the Indenture and the other Note Documents and any other written or oral agreement by Grantor in favor of Grantee and Secured Parties to contract in strict compliance with Applicable Laws with respect to usury. In furtherance thereof, Grantee, Secured Parties and Grantor stipulate and agree that none of the terms and provisions contained in the Indenture and the other Note Documents or in any other written or oral agreement by Grantor, the Companies or the Issuer in favor of Grantee and Secured Parties, shall ever be construed to create a contract to pay for the use, forbearance or detention of money, or interest at a rate in excess of the maximum interest rate permitted to be charged by Applicable Laws; that neither Grantor nor any guarantors, endorsers or other Persons now or hereafter becoming liable for payment of the Secured Obligations are agreeing to pay at a rate in excess of the maximum interest that may be lawfully charged under Applicable Laws; and that the provisions of this subsection shall control over all other provisions of the Indenture, the other Note Documents or any other oral or written agreements which may be in apparent conflict herewith. Grantee and Secured Parties expressly disavow any intention to charge or collect excessive unearned interest or finance charges in the event the maturity of the Secured Obligations or the remaining Secured Obligations are accelerated. If the maturity of the Secured Obligations or the remaining Secured Obligations shall be accelerated for any reason or if the principal of the Secured Obligations or the remaining Secured Obligations are paid prior to the maturity of the Indenture Notes or the Secured Obligations, as applicable, and as a result thereof the interest received for the actual period of existence of the Indenture Notes or the Secured Obligations, as applicable, exceeds the applicable maximum lawful rate, Grantee and Secured Parties shall, at Grantee's option, either refund to Grantor the amount of such excess or credit the amount of such excess against the principal balance of the Secured Obligations then outstanding and thereby shall render inapplicable any and all penalties of any kind provided by Applicable Laws as a result of such excess interest. In the event that

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Grantee and Secured Parties shall contract for, charge or receive any amount or amounts and/or any other thing of value which are determined to constitute interest which would increase the effective interest rate on the Indenture Notes or the Secured Obligations to a rate in excess of that permitted to be charged by Applicable Laws, an amount equal to interest in excess of the lawful rate shall, upon such determination, at the option of Grantee, be either immediately returned to Grantor or credited against the Secured Obligations then outstanding, in which event any and all penalties of any kind under Applicable Laws as a result of such excess interest shall be inapplicable.

ARTICLE 12

CROSS-COLLATERALIZATION

Section 12.1. CROSS-COLLATERALIZATION. Grantor acknowledges that the Secured Obligations are secured by this Security Instrument together with those certain other Deeds of Trust (as defined in the Indenture) now or hereafter given by Grantor or certain Affiliates of Grantor to Grantee or to certain trustees in trust and for the benefit of Grantee (whether one or more, collectively, the “Other Mortgages”) securing the Secured Obligations and encumbering the real and personal property more particularly described in the Other Mortgages (such real and personal property, collectively, the “Other Properties”), all as more particularly set forth in the Indenture. Upon the occurrence and during the continuance of an Event of Default, Grantee shall have the right to institute or, if applicable, direct Trustee (or with respect to Other Mortgages, the trustees appointed pursuant to such Other Mortgages) to institute a proceeding or proceedings for the total or partial foreclosure of this Security Instrument and any or all of the Other Mortgages whether by court action, power of sale or otherwise, under Applicable Laws, for all of the Secured Obligations and the Lien and the security interest created by the Other Mortgages shall continue in full force and effect without loss of priority as a Lien and security interest securing the payment of that portion of the Secured Obligations then due and payable but still outstanding. Grantor acknowledges and agrees that the Property and the Other Properties are located in one or more states and/or counties, and therefore Grantee shall be permitted to, or as the case may be, to direct certain named trustees to, enforce payment and performance of the Secured Obligations and the performance of any term, covenant or condition of the Indenture, this Security Instrument, the Other Mortgages or the other Note Documents and exercise any and all rights and remedies under the Indenture, this Security Instrument, the other Note Documents or the Other Mortgages or, as provided by law or at equity, by one or more proceedings, whether contemporaneous, consecutive or both, to be determined by Grantee, in its sole discretion, in any one or more of the states or counties in which the Property or any of the Other Properties are located. Neither the acceptance of this Security Instrument, the Other Mortgages or the other Note Documents nor the enforcement thereof in any one state or county, whether by court action, foreclosure, power of sale or otherwise, shall prejudice or in any way limit or preclude enforcement by court action, foreclosure, power of sale or otherwise, of the Indenture Notes, this Security Instrument, the Other Mortgages or the other Note Documents through one or more additional proceedings in that state or county or in any other state or county. Any and all sums received by Grantee or any Secured Party under the Indenture Notes, this Security Instrument, and the other Note Documents shall be applied to the Secured Obligations in such order and priority as Grantee shall determine, in its sole discretion, without regard to any portion of the Secured Obligations allocated to any Property or any of the Other Properties or the appraised value of the Property or any of the Other Properties.

ARTICLE 13

GRANTEE AND NOTICES

Section 13.1. FAILURE TO ACT. Notwithstanding anything to the contrary contained herein or in any other Note Document, the failure of Grantee [or Trustee] to take any action hereunder or under any other Note Document shall not (a) be deemed to be a waiver of any term or condition of this Security Instrument or any of the other Note Documents, (b) adversely affect any rights of [Trustee,] Grantee or any Secured Party hereunder or under any other Note Document, or (c) relieve Grantor of any of Grantor's obligations hereunder or under any other Note Document.

Section 13.2. NOTICES. All notices or other written communications hereunder shall be delivered in accordance with the applicable terms and conditions of the Indenture (including that notices to Grantor shall be sent to Grantor in care of FelCor at the address set forth for FelCor in the Indenture); provided, however, that any notice given in accordance with the requirements of any applicable statute (including, without limitation, statutes govern-

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ing foreclosure or notices of foreclosure) shall be effective when given in accordance with statutory requirements, notwithstanding anything to the contrary contained herein or in any other Note Document.

ARTICLE 14

APPLICABLE LAWS

Section 14.1. GOVERNING LAWS; JURISDICTION; ETC.

(a)    GOVERNING LAW. THIS SECURITY INSTRUMENT SHALL IN ALL RESPECTS (INCLUDING WITH RESPECT TO THE LIEN AND SECURITY INTEREST CREATED PURSUANT TO SECTION 2.6) BE GOVERNED, CONSTRUED, APPLIED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK (OTHER THAN THOSE CONFLICT OF LAW PROVISIONS THAT WOULD DEFER TO THE SUBSTANTIVE LAWS OF ANOTHER JURISDICTION). WITHOUT IN ANY WAY LIMITING THE PRECEDING CHOICE OF LAW, THE PARTIES ELECT TO BE GOVERNED BY NEW YORK LAW IN ACCORDANCE WITH, AND ARE RELYING (AT LEAST IN PART) ON, SECTION 5-1401 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK; PROVIDED, HOWEVER, THAT WITH RESPECT TO THE CREATION, PERFECTION, PRIORITY AND ENFORCEMENT OF THE LIENS AND SECURITY INTERESTS CREATED BY THIS SECURITY INSTRUMENT (OTHER THAN THE LIEN AND SECURITY INTEREST CREATED PURSUANT TO SECTION 2.6) AND THE DETERMINATION OF DEFICIENCY JUDGMENTS, THE LAWS OF THE STATE WHERE THE PROPERTY IS LOCATED SHALL APPLY.

(b)    SUBMISSION TO JURISDICTION. WITH RESPECT TO ANY CLAIM OR ACTION ARISING UNDER THIS SECURITY INSTRUMENT, GRANTOR (A) IRREVOCABLY SUBMITS TO THE NONEXCLUSIVE JURISDICTION OF THE COURTS OF THE STATE OF NEW YORK AND THE UNITED STATES DISTRICT COURT LOCATED IN THE BOROUGH OF MANHATTAN IN NEW YORK, NEW YORK, AND APPELLATE COURTS FROM ANY THEREOF, AND (B) IRREVOCABLY WAIVES ANY OBJECTION WHICH IT MAY HAVE AT ANY TIME TO THE LAYING ON VENUE OF ANY SUIT, ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS SECURITY INSTRUMENT BROUGHT IN ANY SUCH COURT AND IRREVOCABLY WAIVES ANY CLAIM THAT ANY SUCH SUIT, ACTION OR PROCEEDING BROUGHT IN ANY SUCH COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM. NOTHING IN THIS SECURITY INSTRUMENT WILL BE DEEMED TO PRECLUDE COLLATERAL AGENT FROM BRINGING AN ACTION OR PROCEEDING WITH RESPECT HERETO IN ANY OTHER JURISDICTION.

(c)    SERVICE OF PROCESS. EACH PARTY HERETO IRREVOCABLY CONSENTS TO SERVICE OF PROCESS IN THE MANNER PROVIDED FOR NOTICES IN SECTION 13.2. NOTHING IN THIS SECURITY INSTRUMENT WILL AFFECT THE RIGHT OF ANY PARTY HERETO TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY APPLICABLE LAWS.

Section 14.2. PROVISIONS SUBJECT TO APPLICABLE LAWS. All rights, powers and remedies provided in this Security Instrument may be exercised only to the extent that the exercise thereof does not violate Applicable Laws and are intended to be limited to the extent necessary so that they will not render this Security Instrument invalid, unenforceable or not entitled to be recorded, registered or filed under Applicable Laws. If any term of this Security Instrument or any application thereof shall be invalid or unenforceable, the remainder of this Security Instrument and any other application of the term shall not be affected thereby.

ARTICLE 15

MISCELLANEOUS PROVISIONS

Section 15.1. NO ORAL CHANGE. This Security Instrument, and any provisions hereof, may not be modified, amended, waived, extended, changed, discharged or terminated orally or by any act or failure to act on the part of Grantor, Secured Parties, [or] Grantee [or Trustee,] but only in accordance with the terms of the Indenture and in writing signed by Grantor and Grantee.

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Section 15.2. SUCCESSORS AND ASSIGNS; JOINT AND SEVERAL. This Security Instrument shall be binding upon and inure to the benefit of Grantor, Grantee and Secured Parties and their respective successors and assigns forever. If Grantor consists of more than one Person, the obligations and liabilities of each such Person hereunder shall be joint and several.

Section 15.3. INAPPLICABLE PROVISIONS. If any term, covenant or condition of the Indenture, the Indenture Notes or this Security Instrument is held to be invalid, illegal or unenforceable in any respect, the Indenture, the Indenture Notes and this Security Instrument shall be construed without such provision.

Section 15.4. HEADINGS, ETC. The headings and captions of various Sections of this Security Instrument are for convenience of reference only and are not to be construed as defining or limiting, in any way, the scope or intent of the provisions hereof.

Section 15.5. NUMBER AND GENDER. Whenever the context may require, any pronouns used herein shall include the corresponding masculine, feminine or neuter forms, and the singular form of nouns and pronouns shall include the plural and vice versa.

Section 15.6. ENTIRE AGREEMENT. This Security Instrument and the other Note Documents contain the entire agreement of the parties hereto and thereto in respect of the transactions contemplated hereby and thereby, and all prior agreements among or between such parties, whether oral or written, are superseded by the terms of this Security Instrument and the other Note Documents.

Section 15.7. LIMITATION ON GRANTEE'S OR SECURED PARTIES' RESPONSIBILITY. Subject to Section 10.1, no provision of this Security Instrument shall operate to place any obligation or liability for the control, care, management or repair of the Property upon [Trustee,] Secured Parties or Grantee, nor shall it operate to make [Trustee,] Secured Parties or Grantee responsible or liable for any waste committed on the Property by the Tenants or any other Person, or for any dangerous or defective condition of the Property, or for any negligence in the management, upkeep, repair or control of the Property resulting in loss or injury or death to any tenant, licensee, employee or stranger. Nothing herein contained shall be construed as constituting [Trustee,] Secured Parties or Grantee a “mortgagee in possession.”

Section 15.8. DUPLICATE ORIGINALS; COUNTERPARTS. This Security Instrument may be executed in any number of duplicate originals and each duplicate original shall be deemed to be an original. This Security Instrument may be executed in several counterparts, each of which shall be deemed an original instrument and all of which together shall constitute a single Security Instrument.

Section 15.9. COVENANTS TO RUN WITH THE LAND. All of the grants, covenants, terms, provisions and conditions in this Security Instrument shall run with the Land and the Grantor's interest therein and shall apply to, and bind the successors and assigns of, the Grantor.

Section 15.10. CONCERNING GRANTEE

(a)    The Grantee has been appointed as Collateral Agent pursuant to the Indenture. The actions of the Grantee hereunder are subject to the provisions of the Indenture. The Grantee shall have the right hereunder to make demands, to give notices, to exercise or refrain from exercising any rights, and to take or refrain from taking action (including, without limitation, the release or substitution of the Property), in accordance with this Security Instrument and the Indenture. The Grantee may employ agents and attorneys-in-fact in connection herewith and shall not be liable for the negligence or misconduct of any such agents or attorneys-in-fact selected by it in good faith. The Grantee may resign and a successor Grantee may be appointed in the manner provided in the Indenture. Upon the acceptance of any appointment as the Grantee by a successor Grantee, that successor Grantee shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of, and assume, from and after the date of acceptance of any such appointment, the obligations of, the retiring Grantee under this Security Instrument, and the retiring Grantee shall thereupon be discharged from its duties and obligations under this Security Instrument. After any retiring Grantee's resignation, the provisions hereof shall bind and inure to its benefit as to any actions taken or omitted to be taken by it under this Security Instrument while it was the Grantee.

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(b)    The Grantee shall be deemed to have exercised reasonable care in the custody and preservation of the Property in its possession if such Property is accorded treatment substantially equivalent to that which the Grantee, in its individual capacity, accords its own property consisting of similar property, instruments or interests, it being understood that neither the Grantee nor any of the Secured Parties shall have responsibility for taking any necessary steps to preserve rights against any Person with respect to any Property.

(c)    The Grantee shall be entitled to rely upon any written notice, statement, certificate, order or other document or any telephone message believed by it to be genuine and correct and to have been signed, sent or made by the proper Person, and, with respect to all matters pertaining to this Security Instrument and its duties hereunder, upon advice of counsel selected by it.

(d)    With respect to any of its rights and obligations as a Secured Party, the Grantee shall have and may exercise the same rights and powers hereunder. The Grantee may accept deposits from, lend money to, and generally engage in any kind of banking, trust or other business with the Grantor or any Affiliate of the Grantor to the same extent as if the Grantee were not acting as Collateral Agent.

Section 15.11. GRANTEE MAY PERFORM; GRANTEE APPOINTED ATTORNEY-IN-FACT. If the Grantor shall fail to perform any covenants contained in this Security Instrument (including, without limitation, the Grantor's covenants to (i) pay the premiums in respect of all required insurance policies hereunder or under the Indenture, (ii) pay Other Charges, (iii) make repairs, (iv) discharge Liens or (v) pay or perform any obligations of the Grantor under any Property) or if any warranty on the part of the Grantor contained herein shall be breached, the Grantee may (but shall not be obligated to), do the same or cause it to be done or remedy any such breach, and may expend funds for such purpose; provided, however, that the Grantee shall in no event be bound to inquire into the validity of any tax, Lien, imposition or other obligation which the Grantor fails to pay or perform as and when required hereby and which the Grantor does not contest in accordance with the provisions of the Indenture. Any and all amounts so expended by the Grantee shall be paid by the Grantor in accordance with the provisions of the Indenture and repayment shall be secured by this Security Instrument. Neither the provisions of this Section 15.11 nor any action taken by the Grantee pursuant to the provisions of this Section 15.11 shall prevent any such failure to observe any covenant contained in this Security Instrument nor any breach of warranty from constituting an Event of Default. The Grantor hereby appoints the Grantee [and Trustee] as attorney-in-fact, with full power and authority and with full power of substitution, in the place and stead of the Grantor and in the name of the Grantor, or otherwise, from time to time in the Grantee's discretion to take any action and to execute any instrument consistent with the terms hereof and the other Note Documents which the Grantee may deem necessary or advisable to accomplish the purposes hereof (but the Grantee [and Trustee] shall not be obligated to and shall have no liability to the Grantor or any third party for failure to so do or take action). The foregoing grant of authority is a power of attorney coupled with an interest and such appointment shall be irrevocable for the term hereof. The Grantor hereby ratifies all that such attorney shall lawfully do or cause to be done by virtue hereof.

Section 15.12. CONTINUING SECURITY INTEREST; ASSIGNMENT. This Security Instrument shall create a continuing Lien on and security interest in the Property and shall (i) be binding upon the Grantor, its successors and assigns and (ii) inure, together with the rights and remedies of the Grantee [and Trustee] hereunder, to the benefit of the Grantee for the benefit of the Secured Parties and each of their respective successors, transferees and assigns. No other Persons (including, without limitation, any other creditor of any of the Companies, the Issuer or Grantor) shall have any interest herein or any right or benefit with respect hereto. Without limiting the generality of the foregoing clause (ii), any Secured Party may assign or otherwise transfer any indebtedness held by it secured by this Security Instrument to any other Person, and such other Person shall thereupon become vested with all the benefits in respect thereof granted to such Secured Party, herein or otherwise, subject, however, to the provisions of the Indenture and this Security Instrument. The Grantor agrees that its obligations hereunder and the security interest created hereunder shall continue to be effective or be reinstated, as applicable, if at any time payment, or any part thereof, of all or any part of the Secured Obligations is rescinded or must otherwise be restored by the Secured Party upon the bankruptcy or reorganization of any of the Grantor, the Issuer or the Companies or otherwise.

Section 15.13. TERMINATION; RELEASE. In accordance with the terms of the Indenture and this Security Instrument, when all the Secured Obligations have been paid in full this Security Instrument shall terminate. Upon termination hereof or any release of the Property or any portion thereof in accordance with the provisions of the Indenture and this Security Instrument, the Grantee [and/or Trustee at the direction of the Grantee

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(as so required by Applicable Laws)] shall, upon the request and at the sole cost and expense of the Grantor, forthwith assign, transfer and deliver to the Grantor, against receipt and without recourse to or warranty by the Grantee [or Trustee], such of the Property to be released (in the case of a release) as may be in possession of the Grantee [or Trustee] and as shall not have been sold or otherwise applied pursuant to the terms hereof, and, with respect to any such Property, proper documents and instruments (including UCC-3 termination statements or releases) acknowledging the termination hereof or the release of such Property, as the case may be.

Section 15.14. RELATIONSHIP. The relationship of the Grantee to the Grantor hereunder is strictly and solely that of grantee and grantor and nothing contained in the Indenture, this Security Instrument, or any other document or instrument now existing and delivered in connection therewith or otherwise in connection with the Secured Obligations is intended to create, or shall in any event or under any circumstance be construed as creating a partnership, joint venture, tenancy‑in‑common, joint tenancy or other relationship of any nature whatsoever between the Grantee and the Grantor other than as grantee and grantor.

ARTICLE 16

RESERVED

ARTICLE 17

DEED OF TRUST PROVISIONS

Section 17.1. CONCERNING THE TRUSTEE. Trustee shall be under no duty to take any action hereunder except as expressly required hereunder or by Applicable Laws, or to perform any act which would involve Trustee in any expense or liability or to institute or defend any suit in respect hereof, unless properly indemnified to Trustee's reasonable satisfaction. Trustee, by acceptance of this Security Instrument, covenants to perform and fulfill the trusts herein created, being liable, however, only for gross negligence or willful misconduct, and hereby waives any statutory fee and agrees to accept reasonable compensation, in lieu thereof, for any services rendered by Trustee in accordance with the terms hereof. Trustee may resign at any time upon giving thirty (30) days' notice to Grantor and to Grantee. Grantee may remove Trustee at any time or from time to time and select a successor trustee. In the event of the death, removal, resignation, refusal to act, or inability to act of Trustee, or in its sole discretion for any reason whatsoever Grantee may, without notice and without specifying any reason therefor and without applying to any court, select and appoint a successor trustee, by an instrument recorded wherever this Security Instrument is recorded and all powers, rights, duties and authority of Trustee, as aforesaid, shall thereupon become vested in such successor. Such substitute trustee shall not be required to give bond for the faithful performance of the duties of Trustee hereunder unless required by Grantee. The procedure provided for in this paragraph for substitution of Trustee shall be in addition to and not in exclusion of any other provisions for substitution, by Applicable Laws or otherwise. If Grantee is a corporation or limited liability company, any appointment of a substitute trustee may be made on behalf of Grantee by any person who is then the president, or a vice-president, assistant vice-president, treasurer, cashier, secretary, manager or any other authorized officer or agent of Grantee.

Section 17.2. TRUSTEE'S FEES. Grantor shall pay all reasonable costs, fees and expenses incurred by Trustee and Trustee's agents and counsel in connection with the performance by Trustee of Trustee's duties hereunder and all such costs, fees and expenses shall be secured by this Security Instrument.

Section 17.3. CERTAIN RIGHTS. With the approval of Grantee, Trustee shall have the right to take any and all of the following actions: (a) to select, employ, and advise with counsel (who may be, but need not be, counsel for Grantee) upon any matters arising hereunder, including the preparation, execution, and interpretation of the Indenture Notes, this Security Instrument or the other Note Documents, and shall be fully protected in relying as to legal matters on the advice of counsel; (b) to execute any of the trusts and powers hereof and to perform any duty hereunder either directly or through its agents or attorneys; (c) to select and employ, in and about the execution of its duties hereunder, suitable accountants, engineers and other experts, agents and attorneys-in-fact, either corporate or individual, not regularly in the employ of Trustee, and Trustee shall not be answerable for any act, default, negligence, or misconduct of any such accountant, engineer or other expert, agent or attorney-in-fact, if selected with reasonable care, or for any error of judgment or act done by Trustee in good faith, or be otherwise responsible or accountable under any circumstances whatsoever, except for Trustee's gross negligence or bad faith; and (d) any

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and all other lawful action as Grantee may instruct Trustee to take to protect or enforce Grantee's rights hereunder. Trustee shall not be personally liable in case of entry by Trustee, or anyone entering by virtue of the powers herein granted to Trustee, upon the Property for debts contracted for or liability or damages incurred in the management or operation of the Property. Trustee shall have the right to rely on any instrument, document, or signature authorizing or supporting an action taken or proposed to be taken by Trustee hereunder, believed by Trustee in good faith to be genuine. Trustee shall be entitled to reimbursement for actual expenses incurred by Trustee in the performance of Trustee's duties hereunder and to reasonable compensation for such of Trustee's services hereunder as shall be rendered.

Section 17.4. RETENTION OF MONEY. All moneys received by Trustee shall, until used or applied as herein provided, be held in trust for the purposes for which they were received, but need not be segregated in any manner from any other moneys (except to the extent required by Applicable Laws) and Trustee shall be under no liability for interest on any moneys received by Trustee hereunder.

Section 17.5. PERFECTION OF APPOINTMENT. Should any deed, conveyance, or instrument of any nature be required from Grantor by Trustee or any substitute trustee to more fully and certainly vest in and confirm to Trustee or the substitute trustee such estates, rights, powers, and duties, then, upon request by Trustee or the substitute trustee, any and all such deeds, conveyances and instruments shall be made, executed, acknowledged, and delivered and shall be caused to be recorded and/or filed by Grantor.

Section 17.6. SUCCESSION INSTRUMENTS. Any substitute trustee appointed pursuant to any of the provisions hereof shall, without any further act, deed, or conveyance, become vested with all the estates, properties, rights, powers, and trusts of it or its predecessor in the rights hereunder with like effect as if originally named as Trustee herein; but nevertheless, upon the written request of Grantee or of the substitute trustee, Trustee ceasing to act shall execute and deliver any instrument transferring to such substitute trustee, upon the trusts herein expressed, all the estates, properties, rights, powers, and trusts of Trustee so ceasing to act, and shall duly assign, transfer and deliver any of the property and moneys held by such Trustee to the substitute trustee so appointed in Trustee's place.]

ARTICLE 18

[RESERVED]

ARTICLE 19

THIRD PARTY GRANTOR PROVISIONS

Section 19.1. THIRD PARTY GRANTOR. Each Grantor agrees to the provisions of this Article 19 with respect to its interest in the Property encumbered by this Security Instrument and the obligations secured hereby to the extent the proceeds of the Secured Obligations have been paid to or for the benefit of a Person (the “Third Party Borrower”) other than such Grantor (including, without limitation, the Issuer and the Companies).

Section 19.2. AUTHORIZATIONS TO GRANTEE. Grantor authorizes Grantee, without notice or demand and without affecting their liability hereunder, from time to time to (i) renew, extend, accelerate or otherwise change the time for payment of, or otherwise change the terms of the Secured Obligations or any part thereof, including increase or decrease of the rate of interest thereon; (ii) take and hold other security for the payment of the Secured Obligations, and exchange, enforce, waive and release any such security; (iii) apply such security and direct the order or manner of sale thereof, including, without limitation, a non-judicial sale permitted by the terms of this Security Instrument or the Indenture as Grantee in its discretion may determine; and (iv) release or substitute any one or more of the endorsers or guarantors of any Secured Obligations.

Section 19.3. GRANTOR'S WARRANTIES. Grantor warrants that: (i) this Security Instrument is executed at the request of Third Party Borrower; and (ii) Grantor has adequate means of obtaining from Third Party Borrower on a continuing basis financial and other information pertaining to Third Party Borrower's financial condition without relying on Grantee therefor. Grantor agrees to keep adequately informed from such means of any facts, events or circumstances which Grantor considers material or which might in any way affect Grantor's risks hereunder. With respect to information or material acquired in the normal course of Grantee's relationship with

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Third Party Borrower, Grantor agrees that Grantee shall have no obligation to disclose such information or material to Grantor.

Section 19.4. GRANTOR'S WAIVERS

(a)    Grantor waives any right to require Grantee to (A) proceed against any Person, including Third Party Borrower; (B) proceed against or exhaust any Collateral held from Third Party Borrower, any endorser or guarantor or any other person; (C) give notice of terms, time and place of any public or private sale of personal property or real property security held from Grantors; (D) pursue any other remedy in Grantee's power; or (E) make any presentments, demands for performance, or give any notices of nonperformance, protests, notices of protests or notices of dishonor in connection with any obligations or evidences of indebtedness held by Grantee as security, in connection with any obligations or evidences of indebtedness which constitute in whole or in part the indebtedness secured hereunder, or in connection with the creation of new or additional indebtedness. Grantor agrees that, in case of an Event of Default and foreclosure, Grantee may enforce this Security Instrument against any or all interests encumbered by this Security Instrument in a single proceeding.

(b)    Grantor waives any defense arising by reason of (A) any disability or other defense of Third Party Borrower, any endorser or guarantor or any other Person; (B) the cessation from any cause whatsoever, other than payment in full of the indebtedness of Third Party Borrower, of the liability of any endorser or guarantor or any other Person; (C) the application by Third Party Borrower of the proceeds of any indebtedness for purposes other than the purpose represented by Third Party Borrower to Grantee or intended or understood by Grantee or Grantor; (D) any act or omission by Grantee which directly or indirectly results in or aids the discharge of Third Party Borrower or of any indebtedness by operation of law or otherwise; (E) any modification to any secured indebtedness, and including, without limitation, the renewal, extension, acceleration or other change in time for payment of the indebtedness, or other change in the terms of the indebtedness or any part thereof, including an increase or decrease of the rate of interest thereon; and (F) all suretyship and guarantor's defenses generally.

(c)    Grantor shall have no right of subrogation, and Grantor further waives any right to enforce any remedy which Grantee now has or may hereafter have against Third Party Borrower, any endorser or guarantor or any other Person, and waives any benefit of, or any right to participate in, any security whatsoever now or hereafter held by Grantee from Third Party Borrower or any other Person.

Section 19.5. FURTHER EXPLANATION OF WAIVERS. Grantor waives all rights and defenses that the Grantor may have because the Third Party Borrower's debt is secured by real property. This means, among other things:

(a)    The Grantee may foreclose against the Grantor's interests without first foreclosing on any real or personal property collateral pledged by the Third Party Borrower;

(b)    If the Grantee forecloses on any real property collateral pledged by the Third Party Borrower: (A) the amount of the debt may be reduced only by the price for which that collateral is sold at the foreclosure sale, even if the collateral is worth more than the sale price; and (B) the Grantee may foreclose against the Grantor's interests even if the Grantee, by foreclosing on the Third Party Borrower's interests, has destroyed any right the Grantor may have to collect from the Third Party Borrower.

This is an unconditional and irrevocable waiver of any rights and defenses the Grantor may have because the Third Party Borrower's debt is secured by the Third Party Borrower's interest in real property.

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Section 19.6. GRANTOR'S UNDERSTANDINGS WITH RESPECT TO WAIVERS.

(a)    Grantor warrants and agrees that Grantor has had all necessary opportunity to secure any advice which Grantor desires with respect to each of the waivers set forth above, that such waivers are made with Grantor's full knowledge of their significance and consequences, and that under the circumstances, the waivers are reasonable and not contrary to public policy or law.

(b)    Notwithstanding the foregoing, all waivers in this Article 19 shall be effective only to the extent permitted by Applicable Laws.

ARTICLE 20

STATE SPECIFIC PROVISIONS

[Remainder of page intentionally blank.

Signature pages follow.]

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EXECUTED as of the Effective Date.

OWNER:

[ ],

a [ ] [ ]

By:_________________________________

Name:

Title:

State of __________________

County of __________________

Personally appeared before me, the undersigned, a Notary Public having authority within the State and County aforesaid, ____________________, with whom I am personally acquainted, and who acknowledged that _he executed the within instrument for the purposes therein contained, and who further acknowledged that _he is the/a(n) _____________ of [ ], L.L.C., a [ ] [ ], and executed this instrument on behalf of said limited liability company.

WITNESS my hand, at office, this __ day of ____________________, 2013.

____________________________________

Notary Public

My Commission Expires:_______________

Name:______________________________

S - 1

EXECUTED as of the Effective Date.

OPERATOR:

[ ], a [ ] [ ]

By:_________________________________

Name:

Title:

State of __________________

County of ________________

Personally appeared before me, the undersigned, a Notary Public having authority within the State and County aforesaid, ____________________, with whom I am personally acquainted, and who acknowledged that _he executed the within instrument for the purposes therein contained, and who further acknowledged that _he is the/a(n) _____________ of [ ], a [ ] [ ], and executed this instrument on behalf of said limited liability company.

WITNESS my hand, at office, this __ day of ____________________, 2013.

____________________________________

Notary Public

My Commission Expires:_______________

Name:______________________________

S - 2

[EXHIBIT A: LEGAL DESCRIPTION OF [FEE] LAND]

[EXHIBIT B: DESCRIPTION OF [ ] GROUND LEASE]

[EXHIBIT C: DESCRIPTION OF [ ] GROUND LEASE]

SCHEDULE I

MAJOR LEASE

[Insert or indicate none.]

EX-31.1

Exhibit 31.1

Certification Pursuant to Section 302 of Sarbanes-Oxley Act of 2002

I, Richard A. Smith, certify that:

1. I have reviewed this Quarterly Report on Form 10-Q of FelCor Lodging Trust Incorporated;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent function):

a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date:	May 6, 2013	/s/ Richard A. Smith
		Richard A. Smith Chief Executive Officer

EX-31.2

Exhibit 31.2

Certification Pursuant to Section 302 of Sarbanes-Oxley Act of 2002

I, Andrew J. Welch, certify that:

1. I have reviewed this Quarterly Report on Form 10-Q of FelCor Lodging Trust Incorporated;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent function):

a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date:	May 6, 2013	/s/ Andrew J. Welch
		Andrew J. Welch Chief Financial Officer

EX-31.3

Exhibit 31.3

Certification Pursuant to Section 302 of Sarbanes-Oxley Act of 2002

I, Richard A. Smith, certify that:

1. I have reviewed this Quarterly Report on Form 10-Q of FelCor Lodging Limited Partnership;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent function):

a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date:	May 6, 2013	/s/ Richard A. Smith
		Richard A. Smith Chief Executive Officer of FelCor Lodging Trust Incorporated, as general partner of FelCor Lodging Limited Partnership

EX-31.4

Exhibit 31.4

Certification Pursuant to Section 302 of Sarbanes-Oxley Act of 2002

I, Andrew J. Welch, certify that:

1. I have reviewed this Quarterly Report on Form 10-Q of FelCor Lodging Limited Partnership;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent function):

a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date:	May 6, 2013	/s/ Andrew J. Welch
		Andrew J. Welch Chief Financial Officer of FelCor Lodging Trust Incorporated, as general partner of FelCor Lodging Limited Partnership

EX-32.1

Exhibit 32.1

Section 906 Certification

Certification of Chief Executive Officer and Chief Financial Officer Pursuant to

18 U.S.C. § 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

Pursuant to 18 U.S.C. § 1350, adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, the undersigned officers of FelCor Lodging Trust Incorporated (the “Company”) hereby certify, to such officers' knowledge, that:

(i)the accompanying Quarterly Report on Form 10-Q of the Company for the year ended March 31, 2013 (the “Report”) fully complies with the requirements of Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934, as amended;

and

(ii)the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Dated:May 6, 2013

/s/ Richard A. Smith

Richard A. Smith

Chief Executive Officer

Andrew J. Welch

Andrew J. Welch

Chief Financial Officer

EX-32.2

Exhibit 32.2

Section 906 Certification

Certification of Chief Executive Officer and Chief Financial Officer Pursuant to

18 U.S.C. § 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

Pursuant to 18 U.S.C. § 1350, adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, the undersigned officers of FelCor Lodging Trust Incorporated as general partner of FelCor Lodging Limited Partnership (the “Company”) hereby certify, to such officers' knowledge, that:

(i)the accompanying Quarterly Report on Form 10-Q of the Company for the three months ended March 31, 2013 (the “Report”) fully complies with the requirements of Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934, as amended;

and

(ii)the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Dated:    May 6, 2013

/s/ Richard A. Smith

Richard A. Smith

Chief Executive Officer of FelCor Lodging Trust Incorporated,

as general partner of FelCor Lodging Limited Partnership

/s/ Andrew J. Welch

Andrew J. Welch

Chief Financial Officer of FelCor Lodging Trust Incorporated,

as general partner of FelCor Lodging Limited Partnership

XML

Hotel Operating Revenue, Departmental Expenses and Other Property-Related Costs (Schedule of Other Property-Related Costs) (Details) (USD $) In Thousands, unless otherwise specified	3 Months Ended
	Mar. 31, 2013	Mar. 31, 2012
Hotel Operating Revenue, Departmental Expenses, and Other Property-Related Costs [Line Items]
Other property-related costs	$ 63,108	$ 60,482
Other property-related costs as a percent of total hotel operating revenue	28.60%	29.10%
Hotel General and Administrative Expense [Member]
Hotel Operating Revenue, Departmental Expenses, and Other Property-Related Costs [Line Items]
Other property-related costs	21,162	20,107
Other property-related costs as a percent of total hotel operating revenue	9.60%	9.70%
Marketing [Member]
Hotel Operating Revenue, Departmental Expenses, and Other Property-Related Costs [Line Items]
Other property-related costs	20,274	19,258
Other property-related costs as a percent of total hotel operating revenue	9.20%	9.30%
Repair and Maintenance [Member]
Hotel Operating Revenue, Departmental Expenses, and Other Property-Related Costs [Line Items]
Other property-related costs	12,238	11,738
Other property-related costs as a percent of total hotel operating revenue	5.60%	5.70%
Utilities [Member]
Hotel Operating Revenue, Departmental Expenses, and Other Property-Related Costs [Line Items]
Other property-related costs	$ 9,434	$ 9,379
Other property-related costs as a percent of total hotel operating revenue	4.20%	4.40%

XML

FelCor LP's Consolidating Financial Information (Details) (USD $) In Thousands, unless otherwise specified	3 Months Ended
	Mar. 31, 2013	Mar. 31, 2012	Dec. 31, 2012	Dec. 31, 2011
CONDENSED CONSOLIDATING BALANCE SHEET
Net investment in hotels	$ 1,787,016		$ 1,794,564
Hotel development	156,081		146,079
Investment in unconsolidated entities	52,867		55,082
Cash and cash equivalents	61,796	98,175
Restricted cash	77,102		77,927
Accounts receivable, net	34,293		25,383
Deferred expenses, net	34,035		34,262
Other assets	26,096		23,391
Total assets	2,229,286		2,202,433
Debt, net	1,683,756		1,630,525
Distributions payable	8,545		8,545
Accrued expenses and other liabilities	147,715		138,442
Total liabilities	1,840,016		1,777,512
Redeemable units	3,697	3,061	2,902	3,026
Accumulated other comprehensive income	25,684		26,039
Total liabilities and equity	2,229,286		2,202,433
Revenues:
Hotel operating revenue	220,291	207,690
Other revenue	399	275
Total revenues	220,690	207,965
Expenses:
Taxes, insurance and lease expense	22,667	21,710
Corporate expenses	7,832	8,212
Depreciation and amortization	31,570	30,068
Conversion Expenses	628	0
Other expenses	821	963
Total operating expenses	220,815	209,974
Operating loss	(125)	(2,009)
Interest expense, net	(26,483)	(30,814)
Debt extinguishment	0	(7)
Loss before equity in income (loss) from unconsolidated entities	(26,608)	(32,830)
Equity in income (loss) from unconsolidated entities	89	(224)
Loss from continuing operations	(26,519)	(33,054)
Income (loss) from discontinued operations	(86)	4,193
Net loss	(26,605)	(28,861)
Loss/(Income) attributable to noncontrolling interests	240	202
Net loss attributable to reporting entity	(26,185)	(28,463)
Preferred dividends	(9,678)	(9,678)
CONDENSED CONSOLIDATING STATEMENT OF COMPREHENSIVE INCOME (LOSS)
Net loss	(26,605)	(28,861)
Foreign currency translation adjustment	(357)	308
Comprehensive loss	(26,962)	(28,553)
Loss/(Income) attributable to noncontrolling interests	240	202
Comprehensive loss attributable to reporting entity	(26,540)	(28,157)
Operating activities:
Cash flows from operating activities	4,879	33,646
Investing activities:
Improvements and additions to hotels	(23,342)	(41,385)
Hotel development	(8,260)	(4,560)
Payment of selling costs	(232)	(413)
Increase (Decrease) in Restricted Cash	825	885
Distributions from unconsolidated entities	1,685	403
Net cash flow provided by (used in) investing activities	(29,324)	(45,070)
Financing activities:
Proceeds from borrowings	84,245	36,000
Repayment of borrowings	(32,346)	(9,372)
Payment of deferred financing fees	(2,022)	(996)
Net cash flow provided by (used in) financing activities	40,517	15,790
Effect of exchange rate changes on cash	(21)	51
Change in cash and cash equivalents	16,051	4,417
Cash and cash equivalents at beginning of periods	45,745	93,758
Cash and cash equivalents at end of periods	61,796	98,175
FelCor Lodging LP [Member]
CONDENSED CONSOLIDATING BALANCE SHEET
Net investment in hotels	66,695		66,945
Hotel development	0		0
Equity investment in consolidated entities	1,529,937		1,551,377
Investment in unconsolidated entities	40,758		42,508
Cash and cash equivalents	13,758	37,278
Restricted cash	0		0
Accounts receivable, net	73		96
Deferred expenses, net	23,048		22,657
Other assets	8,214		8,122
Total assets	1,682,483		1,700,017
Debt, net	1,274,919		1,273,587
Distributions payable	8,545		8,545
Accrued expenses and other liabilities	37,179		20,316
Total liabilities	1,320,643		1,302,448
Redeemable units	3,697		2,902
Preferred units	478,774		478,774
Common units	(120,631)		(84,107)
Accumulated other comprehensive income	0		0
Total FelCor LP partners' capital	358,143		394,667
Noncontrolling interests	0		0
Total partners' capital	358,143		394,667
Total liabilities and equity	1,682,483		1,700,017
Revenues:
Hotel operating revenue	0	0
Percentage lease revenue	1,262	1,248
Other revenue	3	1
Total revenues	1,265	1,249
Expenses:
Hotel operating expenses	0	0
Taxes, insurance and lease expense	304	303
Corporate expenses	109	1,844
Depreciation and amortization	1,250	1,131
Conversion Expenses	20
Other expenses	23	418
Total operating expenses	1,706	3,696
Operating loss	(441)	(2,447)
Interest expense, net	(21,604)	(21,077)
Debt extinguishment		(7)
Loss before equity in income (loss) from unconsolidated entities	(22,045)	(23,531)
Equity in income (loss) from consolidated entities	(4,625)	(5,138)
Equity in income (loss) from unconsolidated entities	305	32
Loss from continuing operations	(26,365)	(28,637)
Income (loss) from discontinued operations	0	(22)
Net loss	(26,365)	(28,659)
Loss/(Income) attributable to noncontrolling interests	0	0
Net loss attributable to reporting entity	(26,365)	(28,659)
Preferred dividends	(9,678)	(9,678)
Net loss attributable to FelCor LP common unitholders	(36,043)	(38,337)
CONDENSED CONSOLIDATING STATEMENT OF COMPREHENSIVE INCOME (LOSS)
Net loss	(26,365)	(28,659)
Foreign currency translation adjustment	0	0
Comprehensive loss	(26,365)	(28,659)
Loss/(Income) attributable to noncontrolling interests	0	0
Comprehensive loss attributable to reporting entity	(26,365)	(28,659)
Operating activities:
Cash flows from operating activities	(3,904)	828
Investing activities:
Improvements and additions to hotels	(142)	(5,181)
Hotel development	0	0
Payment of selling costs	0
Distributions from unconsolidated entities	1,435	403
Intercompany financing, investing activities	19,554	27,514
Other	0	(15)
Net cash flow provided by (used in) investing activities	20,847	22,721
Financing activities:
Proceeds from borrowings	0	0
Repayment of borrowings	0	(96)
Distributions paid to preferred unitholders	(9,678)	(9,678)
Intercompany financing, financing activities	0	0
Other	(1,819)	0
Net cash flow provided by (used in) financing activities	(11,497)	(9,774)
Effect of exchange rate changes on cash	0	0
Change in cash and cash equivalents	5,446	13,775
Cash and cash equivalents at beginning of periods	8,312	23,503
Cash and cash equivalents at end of periods	13,758	37,278
Guarantor Subsidiaries [Member]
CONDENSED CONSOLIDATING BALANCE SHEET
Net investment in hotels	1,078,564		1,102,262
Hotel development	0		0
Equity investment in consolidated entities	0		0
Investment in unconsolidated entities	10,719		11,173
Cash and cash equivalents	41,335	57,751
Restricted cash	8,123		9,186
Accounts receivable, net	33,473		24,432
Deferred expenses, net	0		0
Other assets	12,278		10,322
Total assets	1,184,492		1,187,800
Debt, net	0		0
Distributions payable	0		0
Accrued expenses and other liabilities	102,571		95,986
Total liabilities	102,571		95,986
Redeemable units	0		0
Preferred units	0		0
Common units	1,056,633		1,065,938
Accumulated other comprehensive income	25,794		26,151
Total FelCor LP partners' capital	1,082,427		1,092,089
Noncontrolling interests	(506)		(275)
Total partners' capital	1,081,921		1,091,814
Total liabilities and equity	1,184,492		1,187,800
Revenues:
Hotel operating revenue	220,291	207,690
Percentage lease revenue	0	0
Other revenue	333	219
Total revenues	220,624	207,909
Expenses:
Hotel operating expenses	157,297	149,021
Taxes, insurance and lease expense	46,421	48,997
Corporate expenses	5,543	3,958
Depreciation and amortization	17,949	15,464
Conversion Expenses	391
Other expenses	517	508
Total operating expenses	228,118	217,948
Operating loss	(7,494)	(10,039)
Interest expense, net	(303)	(4,464)
Debt extinguishment		0
Loss before equity in income (loss) from unconsolidated entities	(7,797)	(14,503)
Equity in income (loss) from consolidated entities	0	0
Equity in income (loss) from unconsolidated entities	(205)	(245)
Loss from continuing operations	(8,002)	(14,748)
Income (loss) from discontinued operations	(86)	(108)
Net loss	(8,088)	(14,856)
Loss/(Income) attributable to noncontrolling interests	256	265
Net loss attributable to reporting entity	(7,832)	(14,591)
Preferred dividends	0	0
Net loss attributable to FelCor LP common unitholders	(7,832)	(14,591)
CONDENSED CONSOLIDATING STATEMENT OF COMPREHENSIVE INCOME (LOSS)
Net loss	(8,088)	(14,856)
Foreign currency translation adjustment	(357)	308
Comprehensive loss	(8,445)	(14,548)
Loss/(Income) attributable to noncontrolling interests	256	265
Comprehensive loss attributable to reporting entity	(8,189)	(14,283)
Operating activities:
Cash flows from operating activities	6,447	6,489
Investing activities:
Improvements and additions to hotels	(14,312)	(22,731)
Hotel development	0	0
Payment of selling costs	(17)
Distributions from unconsolidated entities	250	0
Intercompany financing, investing activities	0	0
Other	1,746	1,879
Net cash flow provided by (used in) investing activities	(12,333)	(20,852)
Financing activities:
Proceeds from borrowings	0	0
Repayment of borrowings	0	(215)
Distributions paid to preferred unitholders	0	0
Intercompany financing, financing activities	16,792	5,277
Other	25	0
Net cash flow provided by (used in) financing activities	16,817	5,062
Effect of exchange rate changes on cash	(21)	51
Change in cash and cash equivalents	10,910	(9,250)
Cash and cash equivalents at beginning of periods	30,425	67,001
Cash and cash equivalents at end of periods	41,335	57,751
Non-Guarantor Subsidiaries [Member]
CONDENSED CONSOLIDATING BALANCE SHEET
Net investment in hotels	641,757		625,357
Hotel development	156,081		146,079
Equity investment in consolidated entities	0		0
Investment in unconsolidated entities	1,390		1,401
Cash and cash equivalents	6,703	3,146
Restricted cash	68,979		68,741
Accounts receivable, net	747		855
Deferred expenses, net	10,987		11,605
Other assets	5,604		4,947
Total assets	892,248		865,993
Debt, net	408,837		356,938
Distributions payable	0		0
Accrued expenses and other liabilities	7,965		22,140
Total liabilities	416,802		379,078
Redeemable units	0		0
Preferred units	0		0
Common units	447,510		459,288
Accumulated other comprehensive income	0		0
Total FelCor LP partners' capital	447,510		459,288
Noncontrolling interests	27,936		27,627
Total partners' capital	475,446		486,915
Total liabilities and equity	892,248		865,993
Revenues:
Hotel operating revenue	0	0
Percentage lease revenue	26,438	30,534
Other revenue	63	55
Total revenues	26,501	30,589
Expenses:
Hotel operating expenses	0	0
Taxes, insurance and lease expense	3,642	4,192
Corporate expenses	2,180	2,410
Depreciation and amortization	12,371	13,473
Conversion Expenses	217
Other expenses	281	37
Total operating expenses	18,691	20,112
Operating loss	7,810	10,477
Interest expense, net	(4,576)	(5,273)
Debt extinguishment		0
Loss before equity in income (loss) from unconsolidated entities	3,234	5,204
Equity in income (loss) from consolidated entities	0	0
Equity in income (loss) from unconsolidated entities	(11)	(11)
Loss from continuing operations	3,223	5,193
Income (loss) from discontinued operations	0	4,323
Net loss	3,223	9,516
Loss/(Income) attributable to noncontrolling interests	(16)	(63)
Net loss attributable to reporting entity	3,207	9,453
Preferred dividends	0	0
Net loss attributable to FelCor LP common unitholders	3,207	9,453
CONDENSED CONSOLIDATING STATEMENT OF COMPREHENSIVE INCOME (LOSS)
Net loss	3,223	9,516
Foreign currency translation adjustment	0	0
Comprehensive loss	3,223	9,516
Loss/(Income) attributable to noncontrolling interests	(16)	(63)
Comprehensive loss attributable to reporting entity	3,207	9,453
Operating activities:
Cash flows from operating activities	2,336	26,329
Investing activities:
Improvements and additions to hotels	(8,888)	(13,473)
Hotel development	(8,260)	(4,560)
Payment of selling costs	(215)
Distributions from unconsolidated entities	0	0
Intercompany financing, investing activities	0	0
Other	(921)	(1,392)
Net cash flow provided by (used in) investing activities	(18,284)	(19,425)
Financing activities:
Proceeds from borrowings	84,245	36,000
Repayment of borrowings	(32,346)	(9,061)
Distributions paid to preferred unitholders	0	0
Intercompany financing, financing activities	(36,346)	(32,791)
Other	90	(1,160)
Net cash flow provided by (used in) financing activities	15,643	(7,012)
Effect of exchange rate changes on cash	0	0
Change in cash and cash equivalents	(305)	(108)
Cash and cash equivalents at beginning of periods	7,008	3,254
Cash and cash equivalents at end of periods	6,703	3,146
Consolidation, Eliminations [Member]
CONDENSED CONSOLIDATING BALANCE SHEET
Net investment in hotels	0		0
Hotel development	0		0
Equity investment in consolidated entities	(1,529,937)		(1,551,377)
Investment in unconsolidated entities	0		0
Cash and cash equivalents	0	0
Restricted cash	0		0
Accounts receivable, net	0		0
Deferred expenses, net	0		0
Other assets	0		0
Total assets	(1,529,937)		(1,551,377)
Debt, net	0		0
Distributions payable	0		0
Accrued expenses and other liabilities	0		0
Total liabilities	0		0
Redeemable units	0		0
Preferred units	0		0
Common units	(1,529,937)		(1,551,377)
Accumulated other comprehensive income	0		0
Total FelCor LP partners' capital	(1,529,937)		(1,551,377)
Noncontrolling interests	0		0
Total partners' capital	(1,529,937)		(1,551,377)
Total liabilities and equity	(1,529,937)		(1,551,377)
Revenues:
Hotel operating revenue	0	0
Percentage lease revenue	(27,700)	(31,782)
Other revenue	0	0
Total revenues	(27,700)	(31,782)
Expenses:
Hotel operating expenses	0	0
Taxes, insurance and lease expense	(27,700)	(31,782)
Corporate expenses	0	0
Depreciation and amortization	0	0
Conversion Expenses	0
Other expenses	0	0
Total operating expenses	(27,700)	(31,782)
Operating loss	0	0
Interest expense, net	0	0
Debt extinguishment		0
Loss before equity in income (loss) from unconsolidated entities	0	0
Equity in income (loss) from consolidated entities	4,625	5,138
Equity in income (loss) from unconsolidated entities	0	0
Loss from continuing operations	4,625	5,138
Income (loss) from discontinued operations	0	0
Net loss	4,625	5,138
Loss/(Income) attributable to noncontrolling interests	0	0
Net loss attributable to reporting entity	4,625	5,138
Preferred dividends	0	0
Net loss attributable to FelCor LP common unitholders	4,625	5,138
CONDENSED CONSOLIDATING STATEMENT OF COMPREHENSIVE INCOME (LOSS)
Net loss	4,625	5,138
Foreign currency translation adjustment	0	0
Comprehensive loss	4,625	5,138
Loss/(Income) attributable to noncontrolling interests	0	0
Comprehensive loss attributable to reporting entity	4,625	5,138
Operating activities:
Cash flows from operating activities	0	0
Investing activities:
Improvements and additions to hotels	0
Hotel development	0	0
Payment of selling costs	0
Distributions from unconsolidated entities	0	0
Intercompany financing, investing activities	(19,554)	(27,514)
Other	0	0
Net cash flow provided by (used in) investing activities	(19,554)	(27,514)
Financing activities:
Proceeds from borrowings	0	0
Repayment of borrowings	0	0
Distributions paid to preferred unitholders	0	0
Intercompany financing, financing activities	19,554	27,514
Other	0	0
Net cash flow provided by (used in) financing activities	19,554	27,514
Effect of exchange rate changes on cash	0	0
Change in cash and cash equivalents	0	0
Cash and cash equivalents at beginning of periods	0	0
Cash and cash equivalents at end of periods	0	0
Total Consolidated [Member]
Guarantor Obligations [Line Items]
Percentage of subsidiary guarantor owned by company	100.00%
CONDENSED CONSOLIDATING BALANCE SHEET
Net investment in hotels	1,787,016		1,794,564
Hotel development	156,081		146,079
Equity investment in consolidated entities	0		0
Investment in unconsolidated entities	52,867		55,082
Cash and cash equivalents	61,796	98,175
Restricted cash	77,102		77,927
Accounts receivable, net	34,293		25,383
Deferred expenses, net	34,035		34,262
Other assets	26,096		23,391
Total assets	2,229,286		2,202,433
Debt, net	1,683,756		1,630,525
Distributions payable	8,545		8,545
Accrued expenses and other liabilities	147,715		138,442
Total liabilities	1,840,016		1,777,512
Redeemable units	3,697		2,902
Preferred units	478,774		478,774
Common units	(146,425)		(110,258)
Accumulated other comprehensive income	25,794		26,151
Total FelCor LP partners' capital	358,143		394,667
Noncontrolling interests	27,430		27,352
Total partners' capital	385,573	548,686	422,019	586,895
Total liabilities and equity	2,229,286		2,202,433
Revenues:
Hotel operating revenue	220,291	207,690
Percentage lease revenue	0	0
Other revenue	399	275
Total revenues	220,690	207,965
Expenses:
Hotel operating expenses	157,297	149,021
Taxes, insurance and lease expense	22,667	21,710
Corporate expenses	7,832	8,212
Depreciation and amortization	31,570	30,068
Conversion Expenses	628	0
Other expenses	821	963
Total operating expenses	220,815	209,974
Operating loss	(125)	(2,009)
Interest expense, net	(26,483)	(30,814)
Debt extinguishment	0	(7)
Loss before equity in income (loss) from unconsolidated entities	(26,608)	(32,830)
Equity in income (loss) from consolidated entities	0	0
Equity in income (loss) from unconsolidated entities	89	(224)
Loss from continuing operations	(26,519)	(33,054)
Income (loss) from discontinued operations	(86)	4,193
Net loss	(26,605)	(28,861)
Loss/(Income) attributable to noncontrolling interests	240	202
Net loss attributable to reporting entity	(26,365)	(28,659)
Preferred dividends	(9,678)	(9,678)
Net loss attributable to FelCor LP common unitholders	(36,043)	(38,337)
CONDENSED CONSOLIDATING STATEMENT OF COMPREHENSIVE INCOME (LOSS)
Net loss	(26,605)	(28,861)
Foreign currency translation adjustment	(357)	308
Comprehensive loss	(26,962)	(28,553)
Loss/(Income) attributable to noncontrolling interests	240	202
Comprehensive loss attributable to reporting entity	(26,722)	(28,351)
Operating activities:
Cash flows from operating activities	4,879	33,646
Investing activities:
Improvements and additions to hotels	(23,342)	(41,385)
Hotel development	(8,260)	(4,560)
Payment of selling costs	(232)	(413)
Increase (Decrease) in Restricted Cash	825	885
Distributions from unconsolidated entities	1,685	403
Intercompany financing, investing activities		0
Other	825	472
Net cash flow provided by (used in) investing activities	(29,324)	(45,070)
Financing activities:
Proceeds from borrowings	84,245	36,000
Repayment of borrowings	(32,346)	(9,372)
Payment of deferred financing fees	(2,022)	(996)
Distributions paid to preferred unitholders	(9,678)	(9,678)
Intercompany financing, financing activities	0	0
Other	(1,704)	(1,160)
Net cash flow provided by (used in) financing activities	40,517	15,790
Effect of exchange rate changes on cash	(21)	51
Change in cash and cash equivalents	16,051	4,417
Cash and cash equivalents at beginning of periods	45,745	93,758
Cash and cash equivalents at end of periods	$ 61,796	$ 98,175

XML

Investment in Unconsolidated Entities (Schedule of Combined Statement of Operations Information of Unconsolidated Entities) (Details) (USD $) In Thousands, unless otherwise specified	3 Months Ended
	Mar. 31, 2013	Mar. 31, 2012
Real Estate Properties [Line Items]
Total revenues	$ 13,608	$ 10,989
Net income (loss)	1,108	481
Net income (loss) attributable to FelCor	554	241
Depreciation of cost in excess of book value	(465)	(465)
Equity in income (loss) from unconsolidated entities	$ 89	$ (224)

XML

Taxes, Insurance and Lease Expense (Tables)

3 Months Ended

Mar. 31, 2013

Taxes, Insurance and Lease Expenses [Abstract]

Schedule of Taxes, Insurance and Lease Expense

Taxes, insurance and lease expense from continuing operations were comprised of the following (in thousands):

	Three Months Ended
	March 31,
	2013		2012
Hotel lease expense(a)	$	9,558	$	9,193
Land lease expense(b)	2,394		2,387
Real estate and other taxes	7,938		7,871
Property insurance, general liability insurance and other	2,777		2,259
Total taxes, insurance and lease expense	$	22,667	$	21,710

(a) Hotel lease expense is recorded by the consolidated operating lessees of 12 hotels owned by unconsolidated entities and is partially (generally 49%) offset through noncontrolling interests in other partnerships.  Our 50% share of the corresponding lease income is recorded through equity in income from unconsolidated entities.  Hotel lease expense includes percentage rent of $4.1 million and $3.8 million for the three months ended March 31, 2013 and 2012, respectively.

(b) Land lease expense includes percentage rent of $968,000 and $915,000 for the three months ended March 31, 2013 and 2012, respectively.

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Loss Per Share/Unit (Details) (USD $)	3 Months Ended
	Mar. 31, 2013	Mar. 31, 2012	Feb. 28, 2013
Numerator:
Net loss attributable to FelCor	(26,185,000)	(28,463,000)
Discontinued operations attributable to FelCor	86,000	(4,172,000)
Loss from continuing operations attributable to FelCor	(26,099,000)	(32,635,000)
Less: Preferred dividends	(9,678,000)	(9,678,000)
Numerator for continuing operations attributable to common stockholders	(35,777,000)	(42,313,000)
Numerator for basic and diluted income (loss) attributable to FelCor common stockholders	(35,863,000)	(38,141,000)
Denominator: [Abstract]
Denominator for basic and diluted loss per share (in shares)	123,814,000	123,665,000
Basic and diluted loss per share data:
Loss from continuing operations (in dollars per share)	(0.29)	(0.34)
Discontinued operations (in dollars per share)	0.00	0.03
Net loss (in dollars per share)	(0.29)	(0.31)
FelCor Lodging LP [Member]
Numerator:
Net loss attributable to FelCor	(26,365,000)	(28,659,000)
Discontinued operations attributable to FelCor	86,000	(4,193,000)
Loss from continuing operations attributable to FelCor	(26,279,000)	(32,852,000)
Less: Preferred dividends	(9,678,000)	(9,678,000)
Numerator for continuing operations attributable to common stockholders	(35,957,000)	(42,530,000)
Numerator for basic and diluted income (loss) attributable to FelCor common stockholders	(36,043,000)	(38,337,000)
Denominator: [Abstract]
Denominator for basic and diluted loss per share (in shares)	124,435,000	124,301,000
Basic and diluted loss per share data:
Loss from continuing operations (in dollars per share)	(0.29)	(0.34)
Discontinued operations (in dollars per share)	0.00	0.03
Net loss (in dollars per share)	(0.29)	(0.31)
SeriesA Preferred Shares / Units [Member]
Basic and diluted loss per share data:
Dividends excluded from computation of earnings per share/unit	6,300,000	6,300,000
Series A Convertible Preferred Shares/Units [Member]
Basic and diluted loss per share data:
Excluded from computation of earnings per share/unit	9,985,000	9,985,000
Restricted Stock Units (RSUs) [Member]
Basic and diluted loss per share data:
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Authorized			1,250,000
Restricted Stock Units/Treasury Stock Method	167,000	0

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Hotel Operating Revenue, Departmental Expenses and Other Property-Related Costs (Schedule of Hotel Operating Revenue) (Details) (USD $) In Thousands, unless otherwise specified	3 Months Ended
	Mar. 31, 2013	Mar. 31, 2012
Hotel Operating Revenue, Departmental Expenses and Other Property-Related Costs [Abstract]
Room revenue	$ 170,379	$ 161,779
Food and beverage revenue	38,464	34,821
Other operating departments	11,448	11,090
Hotel operating revenue	$ 220,291	$ 207,690

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Consolidated Statements of Cash Flows (USD $) In Thousands, unless otherwise specified	3 Months Ended
	Mar. 31, 2013	Mar. 31, 2012
Cash flows from operating activities:
Net loss	$ (26,605)	$ (28,861)
Adjustments to reconcile net loss to net cash provided by operating activities:
Depreciation and amortization	31,570	32,992
Amortization of deferred financing fees and debt discount	2,694	4,487
Amortization of fixed stock and directors’ compensation	1,578	1,296
Equity in loss (income) from unconsolidated entities	(89)	224
Distributions of income from unconsolidated entities	619	475
Debt extinguishment, net	0	7
Changes in assets and liabilities:
Accounts receivable	(8,903)	(9,572)
Other assets	(3,162)	960
Accrued expenses and other liabilities	7,177	31,638
Net cash flow provided by operating activities	4,879	33,646
Cash flows from investing activities:
Improvements and additions to hotels	(23,342)	(41,385)
Hotel development	(8,260)	(4,560)
Payment of selling costs	(232)	(413)
Change in restricted cash – investing	825	885
Distributions from unconsolidated entities	1,685	403
Net cash flow provided by (used in) investing activities	(29,324)	(45,070)
Cash flows from financing activities:
Proceeds from borrowings	84,245	36,000
Repayment of borrowings	(32,346)	(9,372)
Payment of deferred financing fees	(2,022)	(996)
Distributions paid to noncontrolling interests	(284)	(455)
Contributions from noncontrolling interests	602	291
Distributions paid to preferred stockholders	(9,678)	(9,678)
Net cash flow provided by (used in) financing activities	40,517	15,790
Effect of exchange rate changes on cash	(21)	51
Net change in cash and cash equivalents	16,051	4,417
Cash and cash equivalents at beginning of periods	45,745	93,758
Cash and cash equivalents at end of periods	61,796	98,175
Supplemental cash flow information – interest paid, net of capitalized interest	7,013	5,665
FelCor Lodging LP [Member]
Cash flows from operating activities:
Net loss	(26,605)	(28,861)
Adjustments to reconcile net loss to net cash provided by operating activities:
Depreciation and amortization	31,570	32,992
Amortization of deferred financing fees and debt discount	2,694	4,487
Amortization of fixed stock and directors’ compensation	1,578	1,296
Equity in loss (income) from unconsolidated entities	(89)	224
Distributions of income from unconsolidated entities	619	475
Debt extinguishment, net	0	7
Changes in assets and liabilities:
Accounts receivable	(8,903)	(9,572)
Other assets	(3,162)	960
Accrued expenses and other liabilities	7,177	31,638
Net cash flow provided by operating activities	4,879	33,646
Cash flows from investing activities:
Improvements and additions to hotels	(23,342)	(41,385)
Hotel development	(8,260)	(4,560)
Payment of selling costs	(232)	(413)
Change in restricted cash – investing	825	885
Distributions from unconsolidated entities	1,685	403
Net cash flow provided by (used in) investing activities	(29,324)	(45,070)
Cash flows from financing activities:
Proceeds from borrowings	84,245	36,000
Repayment of borrowings	(32,346)	(9,372)
Payment of deferred financing fees	(2,022)	(996)
Distributions paid to noncontrolling interests	(284)	(455)
Contributions from noncontrolling interests	602	291
Distributions paid to preferred unitholders	(9,678)	(9,678)
Net cash flow provided by (used in) financing activities	40,517	15,790
Effect of exchange rate changes on cash	(21)	51
Net change in cash and cash equivalents	16,051	4,417
Cash and cash equivalents at beginning of periods	45,745	93,758
Cash and cash equivalents at end of periods	61,796	98,175
Supplemental cash flow information – interest paid, net of capitalized interest	$ 7,013	$ 5,665

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Fair Value of Financial Instruments (Narrative) (Details) (USD $)	Mar. 31, 2013	Dec. 31, 2012
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Fair value of debt	$ 1,800,000,000	$ 1,700,000,000
Long-term Debt	1,683,756,000	1,630,525,000
Fair Value, Measurements, Recurring [Member] | Fair Value, Inputs, Level 2 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Fair value of debt	1,400,000,000	1,300,000,000
Fair Value, Measurements, Recurring [Member] | Fair Value, Inputs, Level 3 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Fair value of debt	$ 423,300,000	$ 369,600,000

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Organization (Narrative) (Details)	3 Months Ended								3 Months Ended				3 Months Ended																					3 Months Ended
	Mar. 31, 2013 Rooms	Dec. 31, 2012	Mar. 31, 2013 Consolidated Hotels [Member] Rooms	Mar. 31, 2013 UNITED STATES Consolidated Hotels [Member] Hotels States	Mar. 31, 2013 CANADA Consolidated Hotels [Member] Hotels	Mar. 31, 2013 CALIFORNIA Consolidated Hotels [Member] Hotels	Mar. 31, 2013 FLORIDA Consolidated Hotels [Member] Hotels	Mar. 31, 2013 TEXAS Consolidated Hotels [Member] Hotels	Mar. 31, 2013 California, Florida, Texas [Member] Consolidated Hotels [Member] States	Mar. 31, 2012 Minimum [Member]	Mar. 31, 2012 Maximum [Member]	Mar. 31, 2013 Fifty-Three Hotels [Member] Consolidated Properties [Member] Hotels	Mar. 31, 2013 One Hundred Percent Owned [Member] Forty-Eight Hotels [Member] [Member] Wholly Owned Properties [Member]	Mar. 31, 2013 One Hundred Percent Owned [Member] Forty-Eight Hotels [Member] [Member] Consolidated Properties [Member] Hotels	Mar. 31, 2013 Ninety Percent Owned [Member] Three Hotels [Member] Consolidated Properties [Member] Hotels	Mar. 31, 2013 Eighty-Two Percent Owned [Member] One Hotel [Member] Consolidated Properties [Member] Hotels	Mar. 31, 2013 Sixty Percent Owned [Member] One Hotel [Member] Consolidated Properties [Member] Hotels	Mar. 31, 2013 Fifty Percent Owned [Member] Unconsolidated Properties [Member]	Mar. 31, 2013 Fifty Percent Owned [Member] Thirteen Hotels [Member] Unconsolidated Properties [Member] Hotels	Dec. 31, 2012 Fifty Percent Owned [Member] Thirteen Hotels [Member] Unconsolidated Properties [Member] Hotels	Mar. 31, 2013 Fifty Percent Owned [Member] Twelve Hotels [Member] Unconsolidated Properties [Member] Hotels	Mar. 31, 2013 Operated With A Lease [Member] Consolidated Hotels [Member] Hotels	Mar. 31, 2013 Operated Without A Lease [Member] One Hotel [Member] Unconsolidated Properties [Member] Hotels	Mar. 31, 2013 Operated Without A Lease [Member] Fifty Percent Owned [Member] Unconsolidated Properties [Member]	Mar. 31, 2013 Hilton Hotels Corporation [Member] Consolidated Hotels [Member] Hotels	Mar. 31, 2013 Wyndham Hotel Group [Member] Consolidated Hotels [Member] Hotels	Mar. 31, 2013 InterContinental Hotels Group [Member] Consolidated Hotels [Member] Hotels	Mar. 31, 2013 Starwood Hotels & Resorts Worldwide Inc. [Member] Consolidated Hotels [Member] Hotels	Mar. 31, 2013 Marriott International Inc. [Member] Consolidated Hotels [Member] Hotels	Mar. 31, 2013 Fairmont Hotels and Resorts [Member] Consolidated Hotels [Member] Hotels	Mar. 31, 2013 Morgans Hotel Group Corp. [Member] Consolidated Hotels [Member] Hotels	Mar. 31, 2013 Independent Management Company [Member] Consolidated Hotels [Member] Hotels	Mar. 31, 2013 FelCor Lodging LP [Member]	Mar. 31, 2013 Knickerbocker [Member]	Mar. 31, 2013 Segment, Continuing Operations [Member] Sixty-Six Hotels [Member] Hotels
Real Estate Properties [Line Items]
Ownership percentage by parent	99.50%												100.00%																					95.00%
Number of hotels (in hotels)			65	64	1	14	8	7				53		48	3	1	1		13	13	12	65	1		40	8	5	5	3	1	2	1			66
Ownership percentage by parent															90.00%	82.00%	60.00%
Number of rooms (in rooms)	18,993		18,822
Aggregate shares and units outstanding (in shares)	124,743,167
Common stock, shares outstanding (in shares)	124,121,786
Units of noncontrolling interests in FelCor LP outstanding (in shares)	621,000	621,000																															621,381
Equity method investment, ownership percentage																		50.00%		50.00%				50.00%
Number of states (in states)				22					3
Percent of revenues generated from three states									55.00%
Number of weeks in fiscal year (in years and days)										1 year	1 year 7 days

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Redeemable Noncontrolling Interests in FelCor LP/Redeemable Units (Tables)

3 Months Ended

Mar. 31, 2013

Noncontrolling Interest [Abstract]

Schedule of Changes in Redeemable Noncontrolling Interests

Changes in redeemable noncontrolling interests (or redeemable units) for the three months ended March 31, 2013 and 2012 are shown below (in thousands):

	Three Months Ended
	March 31,
	2013			2012
Balance at beginning of period	$	2,902		$	3,026
Conversion of units	—			(1		)
Redemption value allocation	977			230
Comprehensive loss:
Foreign exchange translation	(2		)	2
Net loss	(180		)	(196		)
Balance at end of period	$	3,697		$	3,061

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Redeemable Noncontrolling Interests in FelCor LP/Redeemable Units (Narrative) (Details) (USD $) In Thousands, except Share data, unless otherwise specified	Mar. 31, 2013	Dec. 31, 2012	Mar. 31, 2012	Dec. 31, 2011
Noncontrolling Interest [Line Items]
Units of noncontrolling interests in FelCor LP outstanding (in shares)	621,000	621,000
Redeemable units	$ 3,697	$ 2,902	$ 3,061	$ 3,026
FelCor Lodging LP [Member]
Noncontrolling Interest [Line Items]
Units of noncontrolling interests in FelCor LP outstanding (in shares)	621,381
Redeemable units	3,697	2,902
Closing Price of FelCor's Common Stock [Member] | FelCor Lodging LP [Member]
Noncontrolling Interest [Line Items]
Units of noncontrolling interests in FelCor LP outstanding (in shares)	253,734
Redeemable units	1,500
Closing price of common stock	$ 5.95
May 2011 Stock Issuance [Member] | Closing Price of FelCor's Common Stock [Member] | FelCor Lodging LP [Member]
Noncontrolling Interest [Line Items]
Units of noncontrolling interests in FelCor LP outstanding (in shares)	367,647
Redeemable units	$ 2,200

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Organization (Schedule of Distribution of Consolidated Hotels) (Details)	Mar. 31, 2013 Rooms
Real Estate Properties [Line Items]
Number of rooms (in rooms)	18,993
Consolidated Hotels [Member]
Real Estate Properties [Line Items]
Number of hotels (in hotels)	65
Number of rooms (in rooms)	18,822
Embassy Suites Hotels® [Member] | Consolidated Hotels [Member]
Real Estate Properties [Line Items]
Number of hotels (in hotels)	35
Number of rooms (in rooms)	9,116
Wyndham® and Wyndham Grand® [Member] | Consolidated Hotels [Member]
Real Estate Properties [Line Items]
Number of hotels (in hotels)	8
Number of rooms (in rooms)	2,526
Holiday Inn® [Member] | Consolidated Hotels [Member]
Real Estate Properties [Line Items]
Number of hotels (in hotels)	5
Number of rooms (in rooms)	1,862
Sheraton® and Westin® [Member] | Consolidated Hotels [Member]
Real Estate Properties [Line Items]
Number of hotels (in hotels)	5
Number of rooms (in rooms)	1,882
DoubleTree by Hilton® and Hilton® [Member] | Consolidated Hotels [Member]
Real Estate Properties [Line Items]
Number of hotels (in hotels)	6
Number of rooms (in rooms)	1,450
Marriott® and Renaissance® [Member] | Consolidated Hotels [Member]
Real Estate Properties [Line Items]
Number of hotels (in hotels)	3
Number of rooms (in rooms)	1,321
Fairmont® [Member] | Consolidated Hotels [Member]
Real Estate Properties [Line Items]
Number of hotels (in hotels)	1
Number of rooms (in rooms)	383
Independent (Morgans/Royalton) [Member] | Consolidated Hotels [Member]
Real Estate Properties [Line Items]
Number of hotels (in hotels)	2
Number of rooms (in rooms)	282

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Investment in Unconsolidated Entities (Narrative) (Details) (USD $) In Thousands, unless otherwise specified	Mar. 31, 2013	Dec. 31, 2012	Mar. 31, 2013 Fifty Percent Owned [Member] Unconsolidated Properties [Member]	Mar. 31, 2013 Thirteen Hotels [Member] Fifty Percent Owned [Member] Unconsolidated Properties [Member] Hotels	Dec. 31, 2012 Thirteen Hotels [Member] Fifty Percent Owned [Member] Unconsolidated Properties [Member] Hotels	Mar. 31, 2013 Entities That Own Real Estate In Myrtle Beach South Carolina and Provide Condominium Management Services [Member]	Jan. 31, 2012 Refinancing of Unconsolidated Debt [Member]
Schedule of Equity Method Investments [Line Items]
Number of hotels (in hotels)				13	13
Long-term Debt	$ 1,683,756	$ 1,630,525					$ 130,000
Equity method investment, ownership percentage			50.00%		50.00%	50.00%

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Consolidated Statements of Partners' Capital (USD $) In Thousands, unless otherwise specified	Total	FelCor Lodging LP [Member]	FelCor Lodging LP [Member] Preferred Units	FelCor Lodging LP [Member] Common units	FelCor Lodging LP [Member] Accumulated Other Comprehensive Income	FelCor Lodging LP [Member] Noncontrolling Interests	FelCor Lodging LP [Member] Comprehensive Loss
Partners' Capital, Beginning Balance at Dec. 31, 2011		$ 586,895	$ 478,774	$ 56,916	$ 25,848	$ 25,357
Increase (Decrease) in Partners' Capital [Roll Forward]
FelCor restricted stock compensation		225		225
Contributions		291				291
Distributions		(10,133)		(9,678)		(455)
Allocation to redeemable units		(35)		(35)
Other		(4)		(4)
Comprehensive income (loss):
Foreign exchange translation	308	308			308		308
Net loss	(28,861)	(28,861)		(28,659)		(202)	(28,861)
Comprehensive loss	(28,553)	(28,553)					(28,553)
Partners' Capital, Ending Balance at Mar. 31, 2012		548,686	478,774	18,765	26,156	24,991
Partners' Capital, Beginning Balance at Dec. 31, 2012		422,019	478,774	(110,258)	26,151	27,352
Increase (Decrease) in Partners' Capital [Roll Forward]
FelCor restricted stock compensation		671		671
Contributions		602				602
Distributions		(9,962)		(9,678)		(284)
Allocation to redeemable units		(795)		(795)
Comprehensive income (loss):
Foreign exchange translation	(357)	(357)			(357)		(357)
Net loss	(26,605)	(26,605)		(26,365)		(240)	(26,605)
Comprehensive loss	(26,962)	(26,962)					(26,962)
Partners' Capital, Ending Balance at Mar. 31, 2013		$ 385,573	$ 478,774	$ (146,425)	$ 25,794	$ 27,430

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Investment in Unconsolidated Entities (Schedule of Combined Balance Sheet Information of Unconsolidated Entities) (Details) (USD $) In Thousands, unless otherwise specified	Mar. 31, 2013	Dec. 31, 2012
Investment in Unconsolidated Entities [Abstract]
Investment in hotels, net of accumulated depreciation	$ 151,132	$ 155,888
Total assets	164,478	170,477
Debt	147,886	148,395
Total liabilities	151,640	154,139
Equity	$ 12,838	$ 16,338

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Taxes, Insurance and Lease Expense (Schedule of Taxes, Insurance and Lease Expense) (Details) (USD $)	3 Months Ended
	Mar. 31, 2013		Mar. 31, 2012
Taxes, Insurance and Lease Expense [Line Items]
Real estate and other taxes	$ 7,938,000		$ 7,871,000
Property insurance, general liability insurance and other	2,777,000		2,259,000
Total taxes, insurance and lease expense	22,667,000		21,710,000
Hotel Lease [Member]
Taxes, Insurance and Lease Expense [Line Items]
Lease expense	9,558,000	[1]	9,193,000	[1]
Percentage rent	4,100,000		3,800,000
Land Lease [Member]
Taxes, Insurance and Lease Expense [Line Items]
Lease expense	2,394,000	[2]	2,387,000	[2]
Percentage rent	$ 968,000		$ 915,000
Twelve Hotels [Member] | Forty-Nine Percent Owned by Non-Controlling Interest [Member] | Unconsolidated Properties (Lessor) and Consolidated Operations (Lessee) [Member]
Taxes, Insurance and Lease Expense [Line Items]
Number of hotels (in hotels)	12
Ownership percentage of lessee	49.00%
Equity method ownership percentage of lessor	50.00%

[1] Hotel lease expense is recorded by the consolidated operating lessees of 12 hotels owned by unconsolidated entities and is partially (generally 49%) offset through noncontrolling interests in other partnerships. Our 50% share of the corresponding lease income is recorded through equity in income from unconsolidated entities. Hotel lease expense includes percentage rent of $4.1 million and $3.8 million for the three months ended March 31, 2013 and 2012, respectively.

[2] Land lease expense includes percentage rent of $968,000 and $915,000 for the three months ended March 31, 2013 and 2012, respectively.

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Consolidated Balance Sheets (USD $) In Thousands, unless otherwise specified	Mar. 31, 2013	Dec. 31, 2012
Assets
Investment in hotels, net of accumulated depreciation of $948,095 and $929,298 at March 31, 2013 and December 31, 2012, respectively	$ 1,787,016	$ 1,794,564
Hotel development	156,081	146,079
Investment in unconsolidated entities	52,867	55,082
Cash and cash equivalents	61,796	45,745
Restricted cash	77,102	77,927
Accounts receivable, net of allowance for doubtful accounts of $243 and $469 at March 31, 2013 and December 31, 2012, respectively	34,293	25,383
Deferred expenses, net of accumulated amortization of $15,438 and $13,820 at March 31, 2013 and December 31, 2012, respectively	34,035	34,262
Other assets	26,096	23,391
Total assets	2,229,286	2,202,433
Liabilities and Equity
Debt, net of discount of $8,985 and $10,318 at March 31, 2013 and December 31, 2012, respectively	1,683,756	1,630,525
Distributions payable	8,545	8,545
Accrued expenses and other liabilities	147,715	138,442
Total liabilities	1,840,016	1,777,512
Commitments and contingencies
Redeemable noncontrolling interests in FelCor LP, 621 units issued and outstanding at March 31, 2013 and December 31, 2012	3,697	2,902
Preferred stock, $0.01 par value, 20,000 shares authorized:
Common stock, $0.01 par value, 200,000 shares authorized; 124,122 and 124,117 shares issued and outstanding at March 31, 2013, and December 31, 2012, respectively	1,241	1,241
Additional paid-in capital	2,353,275	2,353,581
Accumulated other comprehensive income	25,684	26,039
Accumulated deficit	(2,500,831)	(2,464,968)
Total FelCor stockholders’ equity	358,143	394,667
Noncontrolling interests in other partnerships	27,430	27,352
Total equity	385,573	422,019
Total liabilities and equity	2,229,286	2,202,433
FelCor Lodging LP [Member]
Assets
Investment in hotels, net of accumulated depreciation of $948,095 and $929,298 at March 31, 2013 and December 31, 2012, respectively	1,787,016	1,794,564
Hotel development	156,081	146,079
Investment in unconsolidated entities	52,867	55,082
Cash and cash equivalents	61,796	45,745
Restricted cash	77,102	77,927
Accounts receivable, net of allowance for doubtful accounts of $243 and $469 at March 31, 2013 and December 31, 2012, respectively	34,293	25,383
Deferred expenses, net of accumulated amortization of $15,438 and $13,820 at March 31, 2013 and December 31, 2012, respectively	34,035	34,262
Other assets	26,096	23,391
Total assets	2,229,286	2,202,433
Liabilities and Equity
Debt, net of discount of $8,985 and $10,318 at March 31, 2013 and December 31, 2012, respectively	1,683,756	1,630,525
Distributions payable	8,545	8,545
Accrued expenses and other liabilities	147,715	138,442
Total liabilities	1,840,016	1,777,512
Commitments and contingencies
Redeemable noncontrolling interests in FelCor LP, 621 units issued and outstanding at March 31, 2013 and December 31, 2012	3,697	2,902
Preferred stock, $0.01 par value, 20,000 shares authorized:
Accumulated other comprehensive income	25,794	26,151
Total liabilities and equity	2,229,286	2,202,433
Preferred Units, Preferred Partners' Capital Account [Abstract]
Preferred Units, Contributed Capital	478,774	478,774
Common units, 124,122 and 124,117 units issued and outstanding at March 31, 2013 and December 31, 2012, respectively	(146,425)	(110,258)
Total FelCor LP partners' capital	358,143	394,667
Noncontrolling interests	27,430	27,352
Total partners' capital	385,573	422,019
FelCor Lodging LP [Member] | Series A Cumulative Convertible Preferred Units, 12,880 units issued and outstanding at March 31, 2013 and December 31, 2012
Preferred Units, Preferred Partners' Capital Account [Abstract]
Preferred Units, Contributed Capital	309,362	309,362
FelCor Lodging LP [Member] | Series C Cumulative Redeemable Preferred Units, 68 units issued and outstanding at March 31, 2013 and December 31, 2012
Preferred Units, Preferred Partners' Capital Account [Abstract]
Preferred Units, Contributed Capital	169,412	169,412
Series A Cumulative Convertible Preferred Stock, 12,880 shares, liquidation value of $322,011, issued and outstanding at March 31, 2013 and December 31, 2012
Preferred stock, $0.01 par value, 20,000 shares authorized:
Cumulative Preferred Stock	309,362	309,362
Series C Cumulative Redeemable Preferred Stock, 68 shares, liquidation value of $169,950, issued and outstanding at March 31, 2013 and December 31, 2012
Preferred stock, $0.01 par value, 20,000 shares authorized:
Cumulative Preferred Stock	$ 169,412	$ 169,412

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Redeemable Noncontrolling Interests in FelCor LP/Redeemable Units (Schedule of Changes in Redeemable Noncontrolling Interests) (Details) (USD $) In Thousands, unless otherwise specified	3 Months Ended
	Mar. 31, 2013	Mar. 31, 2012	Mar. 31, 2013 FelCor Lodging LP [Member]	Dec. 31, 2012 FelCor Lodging LP [Member]
Increase (Decrease) in Temporary Equity [Roll Forward]
Balance at beginning of period	$ 2,902	$ 3,026	$ 3,697	$ 2,902
Conversion of units	0	(1)
Redemption value allocation	977	230
Comprehensive income (loss):
Foreign exchange translation	(2)	2
Net loss	(180)	(196)
Balance at end of period	$ 3,697	$ 3,061	$ 3,697	$ 2,902

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Consolidated Statements of Changes in Equity (USD $) In Thousands, unless otherwise specified	Total	$0.4875 per Series A preferred share	$0.50 per Series C depositary preferred share	Preferred Stock	Common Stock	Additional Paid-in Capital	Accumulated Other Comprehensive Income	Accumulated Deficit	Accumulated Deficit $0.4875 per Series A preferred share	Accumulated Deficit $0.50 per Series C depositary preferred share	Noncontrolling Interests in Other Parnerhsips	Comprehensive Loss
Stockholders' Equity, beginning balance at Dec. 31, 2011	$ 586,895			$ 478,774	$ 1,243	$ 2,353,251	$ 25,738	$ (2,297,468)			$ 25,357
Shares, Issued - beginning balance at Dec. 31, 2011				12,948	124,281
Increase (Decrease) in Stockholders' Equity
Amortization of stock awards	232					232
Forfeiture of stock awards - shares					(63)
Forfeiture of stock awards - value	(7)				(1)	193		(199)
Conversion of operating partnership units into common shares - shares					0
Conversion of operating partnership units into common shares - value	1					1
Allocation to redeemable noncontrolling interests	(230)					(230)
Contribution from noncontrolling interests	291										291
Distribution to noncontrolling interests	(455)										(455)
Other	(4)					0		(4)
Preferred dividends:
Preferred dividends		(6,279)	(3,399)						(6,279)	(3,399)
Comprehensive Loss:
Foreign exchange translation							306					306
Net loss								(28,463)			(202)	(28,665)
Comprehensive loss	(28,359)											(28,359)
Stockholders' Equity, ending balance at Mar. 31, 2012	548,686			478,774	1,242	2,353,447	26,044	(2,335,812)			24,991
Shares, Issued - ending balance at Mar. 31, 2012				12,948	124,218
Stockholders' Equity, beginning balance at Dec. 31, 2012	422,019			478,774	1,241	2,353,581	26,039	(2,464,968)			27,352
Shares, Issued - beginning balance at Dec. 31, 2012				12,948	124,117
Increase (Decrease) in Stockholders' Equity
Issuance of stock awards - shares					5
Amortization of stock awards	671					671
Conversion of operating partnership units into common shares - value	0
Allocation to redeemable noncontrolling interests	(977)					(977)
Contribution from noncontrolling interests	602										602
Distribution to noncontrolling interests	(284)										(284)
Preferred dividends:
Preferred dividends		(6,279)	(3,399)						(6,279)	(3,399)
Comprehensive Loss:
Foreign exchange translation							(355)					(355)
Net loss								(26,185)			(240)	(26,425)
Comprehensive loss	(26,780)											(26,780)
Stockholders' Equity, ending balance at Mar. 31, 2013	$ 385,573			$ 478,774	$ 1,241	$ 2,353,275	$ 25,684	$ (2,500,831)			$ 27,430
Shares, Issued - ending balance at Mar. 31, 2013				12,948	124,122

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Investment in Unconsolidated Entities (Schedule of Components of Equity In Income (Loss) from Unconsolidated Entities) (Details) (USD $) In Thousands, unless otherwise specified	3 Months Ended
	Mar. 31, 2013	Mar. 31, 2012
Schedule of Equity Method Investments [Line Items]
Equity in income (loss) from unconsolidated entities	$ 89	$ (224)
Hotel Investments [Member]
Schedule of Equity Method Investments [Line Items]
Equity in income (loss) from unconsolidated entities	708	405
Other Non-Hotel Investments [Member]
Schedule of Equity Method Investments [Line Items]
Equity in income (loss) from unconsolidated entities	$ (619)	$ (629)

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Investment in Unconsolidated Entities (Tables)

3 Months Ended

Mar. 31, 2013

Investment in Unconsolidated Entities [Abstract]

Schedule of Combined Balance Sheet Information of Unconsolidated Entities

The following table summarizes combined balance sheet information for our unconsolidated entities (in thousands):

	March 31,		December 31,
	2013		2012
Investment in hotels, net of accumulated depreciation	$	151,132	$	155,888
Total assets	$	164,478	$	170,477
Debt	$	147,886	$	148,395
Total liabilities	$	151,640	$	154,139
Equity	$	12,838	$	16,338

Schedule of Combined Statement of Operations Information of Unconsolidated Entities

The following table sets forth summarized combined statement of operations information for our unconsolidated entities (in thousands):

	Three Months Ended March 31,
	2013			2012
Total revenues	$	13,608		$	10,989
Net income	$	1,108		$	481
Net income attributable to FelCor	$	554		$	241
Depreciation of cost in excess of book value	(465		)	(465		)
Equity in income (loss) from unconsolidated entities	$	89		$	(224	)

Schedule of Components of Investment In Unconsolidated Entities

The following table summarizes the components of our investment in unconsolidated entities (in thousands):

	March 31,			December 31,
	2013			2012
Hotel-related investments	$	(886	)	$	246
Cost in excess of book value of hotel investments	46,448			46,913
Land and condominium investments	7,305			7,923
	$	52,867		$	55,082

Schedule of Components of Equity In Income (Loss) from Unconsolidated Entities

The following table summarizes the components of our equity in income (loss) from unconsolidated entities (in thousands):

	Three Months Ended
	March 31,
	2013			2012
Hotel investments	$	708		$	405
Other investments	(619		)	(629		)
Equity in income (loss) from unconsolidated entities	$	89		$	(224	)

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Debt (Details) (USD $)	3 Months Ended			3 Months Ended																										3 Months Ended
	Mar. 31, 2013 Hotels	Mar. 31, 2012	Dec. 31, 2012	Mar. 31, 2013 Line of Credit [Member]	Mar. 31, 2013 Line of Credit [Member] Libor Plus Three Point Three Seven Five Due June Two Thousand Sixteen [Member] Hotels	Dec. 31, 2012 Line of Credit [Member] Libor Plus Three Point Three Seven Five Due June Two Thousand Sixteen [Member]	Mar. 31, 2013 Mortgages [Member] Four Point Nine Four Percent Due October 2022 [Member] Hotels	Dec. 31, 2012 Mortgages [Member] Four Point Nine Four Percent Due October 2022 [Member]	Mar. 31, 2013 Mortgages [Member] Four Point Nine Five Percent Due October 2022 [Member] Hotels		Dec. 31, 2012 Mortgages [Member] Four Point Nine Five Percent Due October 2022 [Member]		Mar. 31, 2013 Mortgages [Member] Six Point Six Six Percent Due June Through August 2014 [Member] Hotels		Dec. 31, 2012 Mortgages [Member] Six Point Six Six Percent Due June Through August 2014 [Member]		Mar. 31, 2013 Mortgages [Member] Five Point Eight One Percent Due July 2016 [Member] Hotels	Dec. 31, 2012 Mortgages [Member] Five Point Eight One Percent Due July 2016 [Member]	Mar. 31, 2013 Senior Notes [Member] Six Point Seven Five Percent Due June 2019 [Member] Hotels	Dec. 31, 2012 Senior Notes [Member] Six Point Seven Five Percent Due June 2019 [Member]	Mar. 31, 2013 Senior Notes [Member] Five Point Six Two Five Percent Due March 2023 [Member] Hotels	Dec. 31, 2012 Senior Notes [Member] Five Point Six Two Five Percent Due March 2023 [Member]	Mar. 31, 2013 Senior Notes [Member] Ten Point Zero Zero Percent Due October 2014 [Member] Hotels		Dec. 31, 2012 Senior Notes [Member] Ten Point Zero Zero Percent Due October 2014 [Member]		Dec. 31, 2010 Senior Notes [Member] Ten Point Zero Zero Percent Due October 2014 [Member]	Mar. 31, 2013 Other Debt [Member] Hotels		Mar. 31, 2013 Other Debt [Member] Libor Plus One Point Two Five Percent Due May 2016 [Member]		Dec. 31, 2012 Other Debt [Member] Libor Plus One Point Two Five Percent Due May 2016 [Member]		Mar. 31, 2013 Knickerbocker [Member] Other Debt [Member]
Debt Instrument [Line Items]
Number of encumbered hotels (in hotels)	47				9		1		4	[1]			5	[1]			1		6		10		11	[2]				0	[3]
Interest rate							4.94%		4.95%	[1]			6.66%	[1]			5.81%		6.75%		5.625%		10.00%	[2]
Variable rate basis					LIBOR																									LIBOR
Variable rate basis spread					3.375%																									1.25%
Long-term Debt	$ 1,683,756,000		$ 1,630,525,000		$ 109,000,000	$ 56,000,000	$ 32,057,000	$ 32,176,000	$ 127,733,000	[1]	$ 128,066,000	[1]	$ 64,906,000	[1]	$ 65,431,000	[1]	$ 10,280,000	$ 10,405,000	$ 525,000,000	$ 525,000,000	$ 525,000,000	$ 525,000,000	$ 224,919,000	[2]	$ 223,586,000	[2]				$ 64,861,000	[3]	$ 64,861,000	[3]
Credit facility, capacity				225,000,000
Term of Line of Credit Extension				1 year
Debt, effective yield																							12.875%
Maximum Borrowing Capacity of Construction Loan																																		85,000,000
Interest expense	26,483,000	30,814,000
Interest income	22,000	48,000
Capitalized interest	2,800,000	3,300,000
Debt Instrument, Face Amount																							$ 234,000,000				$ 636,000,000

[1] This debt is comprised of separate non-cross-collateralized loans each secured by a mortgage of a different hotel.

[2] We originally issued $636 million (face amount) of these notes. After redemptions in 2011 and 2012, $234 million (face amount) of these notes were outstanding at March 31, 2013. These notes were initially sold at a discount that provided an effective yield of 12.875% before transaction costs.

[3] This loan is related to our Knickerbocker development project and is fully secured by restricted cash and a mortgage. Because we were able to assume an existing loan when we purchased this hotel, we were not required to pay any local mortgage recording tax. This loan, which allows us to borrow up to $85 million, can be extended for one year subject to satisfying certain conditions.

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Hotel Operating Revenue, Departmental Expenses and Other Property-Related Costs (Tables)

3 Months Ended

Mar. 31, 2013

Hotel Operating Revenue, Departmental Expenses and Other Property-Related Costs [Abstract]

Schedule of Hotel Operating Revenue

Hotel operating revenue from continuing operations was comprised of the following (in thousands):

	Three Months Ended
	March 31,
	2013		2012
Room revenue	$	170,379	$	161,779
Food and beverage revenue	38,464		34,821
Other operating departments	11,448		11,090
Total hotel operating revenue	$	220,291	$	207,690

Schedule of Hotel Departmental Expenses

Hotel departmental expenses from continuing operations were comprised of the following (in thousands):

	Three Months Ended March 31,
	2013				2012
	Amount		% of Total Hotel Operating Revenue		Amount		% of Total Hotel Operating Revenue
Room	$	47,593	21.6	%	$	44,971	21.7	%
Food and beverage	31,462		14.3		28,345		13.6
Other operating departments	5,480		2.5		5,445		2.6
Total hotel departmental expenses	$	84,535	38.4	%	$	78,761	37.9	%

Schedule of Other Property-Related Costs

Other property-related costs from continuing operations were comprised of the following amounts (in thousands):

	Three Months Ended March 31,
	2013				2012
	Amount		% of Total Hotel Operating Revenue		Amount		% of Total Hotel Operating Revenue
Hotel general and administrative expense	$	21,162	9.6	%	$	20,107	9.7	%
Marketing	20,274		9.2		19,258		9.3
Repair and maintenance	12,238		5.6		11,738		5.7
Utilities	9,434		4.2		9,379		4.4
Total other property-related costs	$	63,108	28.6	%	$	60,482	29.1	%

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Consolidated Statements of Changes in Equity (Parentheticals) (USD $)	3 Months Ended
	Mar. 31, 2013	Mar. 31, 2012
Series A Preferred Stock [Member]
Preferred Stock, Dividend Rate, Per-Dollar-Amount	$ 0.4875	$ 0.4875
Series C Preferred Stock [Member]
Preferred Stock, Dividend Rate, Per-Dollar-Amount	$ 0.50	$ 0.50

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Consolidated Balance Sheets (Parentheticals) (USD $) In Thousands, except Share data, unless otherwise specified	Mar. 31, 2013	Dec. 31, 2012
Accumulated depreciation	$ 948,095	$ 929,298
Allowance for doubtful accounts	243	469
Accumulated amortization of deferred expenses	15,438	13,820
Debt discount	8,985	10,318
Units of noncontrolling interests in FelCor LP issued (in shares)	621,000	621,000
Units of noncontrolling interests in FelCor LP outstanding (in shares)	621,000	621,000
Preferred Stock, par value	$ 0.01	$ 0.01
Preferred Stock, shares authorized	20,000,000	20,000,000
Common Stock, par value	$ 0.01	$ 0.01
Common Stock, shares authorized	200,000,000	200,000,000
Common Stock, shares issued and outstanding	124,122,000	124,117,000
Series A Preferred Stock [Member]
Preferred Stock, shares issued	12,880,000	12,880,000
Preferred Stock, shares outstanding	12,880,000	12,880,000
Preferred Stock, liquidation value	322,011	322,011
Series C Preferred Stock [Member]
Preferred Stock, shares issued	68,000	68,000
Preferred Stock, shares outstanding	68,000	68,000
Preferred Stock, liquidation value	169,950	169,950
FelCor Lodging LP [Member]
Accumulated depreciation	948,095	929,298
Allowance for doubtful accounts	243	469
Accumulated amortization of deferred expenses	15,438	13,820
Debt discount	$ 8,985	$ 10,318
Units of noncontrolling interests in FelCor LP outstanding (in shares)	621,381
Units of redeemable units issued	621,000	621,000
Units of redeemable units outstanding	621,000	621,000
Common units issued and outstanding	124,122,000	124,117,000
FelCor Lodging LP [Member] | Series A Preferred Units [Member]
Series A Cumulative Convertible Preferred Units issued	12,880,000	12,880,000
Series A Cumulative Convertible Preferred Units outstanding	12,880,000	12,880,000
FelCor Lodging LP [Member] | Series C Preferred Units [Member]
Series C Cumulative Redeemable Preferred Units issued	68,000	68,000
Series C Cumulative Redeemable Preferred Units outstanding	68,000	68,000

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Loss Per Share/Unit

3 Months Ended

Mar. 31, 2013

Earnings Per Share [Abstract]

Loss Per Share/Unit

Loss Per Share/Unit

The following tables set forth the computation of basic and diluted income loss per share/unit (in thousands, except per share/unit data):

FelCor Loss Per Share

	Three Months Ended
	March 31,
	2013			2012
Numerator:
Net loss attributable to FelCor	$	(26,185	)	$	(28,463	)
Discontinued operations attributable to FelCor	86			(4,172		)
Loss from continuing operations attributable to FelCor	(26,099		)	(32,635		)
Less: Preferred dividends	(9,678		)	(9,678		)
Numerator for continuing operations attributable to FelCor common stockholders	(35,777		)	(42,313		)
Discontinued operations attributable to FelCor	(86		)	4,172
Numerator for basic and diluted loss attributable to FelCor common stockholders	$	(35,863	)	$	(38,141	)
Denominator:
Denominator for basic and diluted loss per share	123,814			123,665
Basic and diluted loss per share data:
Loss from continuing operations	$	(0.29	)	$	(0.34	)
Discontinued operations	$	—		$	0.03
Net loss	$	(0.29	)	$	(0.31	)

8. Loss Per Share/Unit — (continued)

FelCor LP Loss Per Unit

	Three Months Ended
	March 31,
	2013			2012
Numerator:
Net loss attributable to FelCor LP	$	(26,365	)	$	(28,659	)
Discontinued operations attributable to FelCor LP	86			(4,193		)
Loss from continuing operations attributable to FelCor LP	(26,279		)	(32,852		)
Less: Preferred distributions	(9,678		)	(9,678		)
Numerator for continuing operations attributable to FelCor LP common unitholders	(35,957		)	(42,530		)
Discontinued operations attributable to FelCor LP	(86		)	4,193
Numerator for basic and diluted loss attributable to FelCor common unitholders	$	(36,043	)	$	(38,337	)
Denominator:
Denominator for basic and diluted loss per unit	124,435			124,301
Basic and diluted loss per unit data:
Loss from continuing operations	$	(0.29	)	$	(0.34	)
Discontinued operations	$	—		$	0.03
Net loss	$	(0.29	)	$	(0.31	)

Securities that could potentially dilute earnings per share/unit in the future that were not included in the computation of diluted loss per share/unit, because they would have been antidilutive for the periods presented, are as follows (in thousands):

	Three Months Ended
	March 31,
	2013	2012
Series A convertible preferred shares/units	9,985	9,985
FelCor restricted stock units	167	—

Series A preferred dividends (distributions) that would be excluded from net loss attributable to FelCor common stockholders (or FelCor LP common unitholders), if these Series A preferred shares/units were dilutive, were $6.3 million for the three months ended March 31, 2013 and 2012.

In February 2013, our executive officers were granted restricted stock units providing them with the potential to earn up to 1,250,000 common shares vesting in three increments over four years based on total stockholder return, relative to a group of 10 lodging REIT peers. The fixed cost of these grants are being amortized over the vesting period, and the potential impact of these restricted stock units on our earnings per share, had they been dilutive, was calculated using the treasury stock method.

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Document and Entity Information	3 Months Ended
	Mar. 31, 2013	Apr. 29, 2013
Document and Entity Information [Line Items]
Document Type	10-Q
Amendment Flag	false
Document Period End Date	Mar. 31, 2013
Current Fiscal Year End Date	--12-31
Document Fiscal Year Focus	2013
Document Fiscal Period Focus	Q1
Trading Symbol	FCH
Entity Registrant Name	FelCor Lodging Trust Incorporated
Entity Central Index Key	0000923603
Entity Filer Category	Accelerated Filer
Entity Common Stock, Shares Outstanding		124,121,786
FelCor Lodging LP [Member]
Document and Entity Information [Line Items]
Entity Registrant Name	FelCor Lodging LP
Entity Central Index Key	0001048789
Entity Filer Category	Non-accelerated Filer

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Fair Value of Financial Instruments

3 Months Ended

Mar. 31, 2013

Fair Value Disclosures [Abstract]

Fair Value of Financial Instruments

Fair Value of Financial Instruments

Disclosures about fair value of our financial instruments are based on pertinent information available to management as of March 31, 2013.  Considerable judgment is necessary to interpret market data and develop estimated fair value.  Accordingly, the estimates presented herein are not necessarily indicative of the amounts that we could realize on disposition of the financial instruments.  The use of different market assumptions and/or estimation methodologies may have a material effect on estimated fair value amounts.

Our estimates of the fair value of (i) cash and cash equivalents, restricted cash, accounts receivable, accounts payable and accrued expenses approximate carrying value due to the relatively short maturity of these instruments; (ii) our publicly-traded debt is based on observable market data (a Level 2 input) and has an estimated fair value of $1.4 billion at March 31, 2013 and $1.3 billion at December 31, 2012; and (iii) our debt that is not publicly-traded is based on a discounted cash flow model using effective borrowing rates for debt with similar terms, loan to estimated fair value of collateral and remaining maturities (a Level 3 input) and has an estimated fair value of $423.3 million and $369.6 million at March 31, 2013 and December 31, 2012, respectively. The estimated fair value of all our debt was $1.8 billion and $1.7 billion at March 31, 2013 and December 31, 2012, respectively. The carrying value of our debt was $1.7 billion and $1.6 billion at March 31, 2013 and December 31, 2012, respectively.

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Consolidated Statements of Operations (USD $) In Thousands, except Per Share data, unless otherwise specified	3 Months Ended
	Mar. 31, 2013	Mar. 31, 2012
Revenues:
Hotel operating revenue	$ 220,291	$ 207,690
Other revenue	399	275
Total revenues	220,690	207,965
Expenses:
Hotel departmental expenses	84,535	78,761
Other property-related costs	63,108	60,482
Management and franchise fees	9,654	9,778
Taxes, insurance and lease expense	22,667	21,710
Corporate expenses	7,832	8,212
Depreciation and amortization	31,570	30,068
Conversion Expenses	628	0
Other expenses	821	963
Total operating expenses	220,815	209,974
Operating loss	(125)	(2,009)
Interest expense, net	(26,483)	(30,814)
Debt extinguishment	0	(7)
Loss before equity in income (loss) from unconsolidated entities	(26,608)	(32,830)
Equity in income (loss) from unconsolidated entities	89	(224)
Loss from continuing operations	(26,519)	(33,054)
Income (loss) from discontinued operations	(86)	4,193
Net loss	(26,605)	(28,861)
Net loss attributable to noncontrolling interests in other partnerships	240	202
Net loss attributable to redeemable noncontrolling interests in FelCor LP	180	196
Net loss attributable to reporting entity	(26,185)	(28,463)
Preferred dividends	(9,678)	(9,678)
Net loss attributable to FelCor common stockholders	(35,863)	(38,141)
Basic and diluted per common share/unit data:
Loss from continuing operations (in dollars per share)	$ (0.29)	$ (0.34)
Net loss (in dollars per share)	$ (0.29)	$ (0.31)
Basic and diluted weighted average common shares outstanding (in shares)	123,814	123,665
FelCor Lodging LP [Member]
Revenues:
Hotel operating revenue	220,291	207,690
Other revenue	399	275
Total revenues	220,690	207,965
Expenses:
Hotel departmental expenses	84,535	78,761
Other property-related costs	63,108	60,482
Management and franchise fees	9,654	9,778
Taxes, insurance and lease expense	22,667	21,710
Corporate expenses	7,832	8,212
Depreciation and amortization	31,570	30,068
Conversion Expenses	628	0
Other expenses	821	963
Total operating expenses	220,815	209,974
Operating loss	(125)	(2,009)
Interest expense, net	(26,483)	(30,814)
Debt extinguishment	0	(7)
Loss before equity in income (loss) from unconsolidated entities	(26,608)	(32,830)
Equity in income (loss) from unconsolidated entities	89	(224)
Loss from continuing operations	(26,519)	(33,054)
Income (loss) from discontinued operations	(86)	4,193
Net loss	(26,605)	(28,861)
Net loss attributable to noncontrolling interests in other partnerships	240	202
Net loss attributable to reporting entity	(26,365)	(28,659)
Preferred dividends	(9,678)	(9,678)
Net loss attributable to FelCor LP common unitholders	$ (36,043)	$ (38,337)
Basic and diluted per common share/unit data:
Loss from continuing operations (in dollars per share)	$ (0.29)	$ (0.34)
Net loss (in dollars per share)	$ (0.29)	$ (0.31)
Basic and diluted weighted average common shares outstanding (in shares)	124,435	124,301

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Debt

3 Months Ended

Mar. 31, 2013

Debt Disclosure [Abstract]

Debt

Debt

Consolidated debt consisted of the following (dollars in thousands):

	Encumbered	Interest	Maturity	March 31,		December 31,
	Hotels	Rate (%)	Date	2013		2012
Line of credit	9	L + 3.375	June 2016(a)	$	109,000	$	56,000
Hotel mortgage debt
Mortgage debt(b)	5	6.66	June - August 2014	64,906		65,431
Mortgage debt	1	5.81	July 2016	10,280		10,405
Mortgage debt(b)	4	4.95	October 2022	127,733		128,066
Mortgage debt	1	4.94	October 2022	32,057		32,176
Senior notes
Senior secured notes	6	6.75	June 2019	525,000		525,000
Senior secured notes	10	5.625	March 2023	525,000		525,000
Senior secured notes(c)	11	10.00	October 2014	224,919		223,586
Other(d)	—	L + 1.25	May 2016	64,861		64,861
Total	47			$	1,683,756	$	1,630,525

(a) Our $225 million line of credit can be extended for one year (to 2017), subject to satisfying certain conditions.

(b) This debt is comprised of separate non-cross-collateralized loans each secured by a mortgage of a different hotel.

(c) We originally issued $636 million (face amount) of these notes. After redemptions in 2011 and 2012, $234 million (face amount) of these notes were outstanding at March 31, 2013. These notes were initially sold at a discount that provided an effective yield of 12.875% before transaction costs.

(d) This loan is related to our Knickerbocker development project and is fully secured by restricted cash and a mortgage. Because we were able to assume an existing loan when we purchased this hotel, we were not required to pay any local mortgage recording tax. This loan, which allows us to borrow up to $85 million, can be extended for one year subject to satisfying certain conditions.

We reported $26.5 million and $30.8 million of interest expense for the three months ended March 31, 2013 and 2012, respectively, which is net of: (i) interest income of $22,000 and $48,000 and (ii) capitalized interest of $2.8 million and $3.3 million, respectively.

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Investment in Unconsolidated Entities

3 Months Ended

Mar. 31, 2013

Investment in Unconsolidated Entities [Abstract]

Investment in Unconsolidated Entities

Investment in Unconsolidated Entities

We owned 50% interests in joint ventures that owned 13 hotels at March 31, 2013 and December 31, 2012.  We also own 50% interests in entities that own real estate in Myrtle Beach, South Carolina and provide condominium management services.  We account for our investments in these unconsolidated entities under the equity method.  We do not have any majority-owned subsidiaries that are not consolidated in our financial statements.  We make adjustments to our equity in income from unconsolidated entities related to the difference between our basis in investment in unconsolidated entities compared to the historical basis of the assets recorded by the joint ventures.

The following table summarizes combined balance sheet information for our unconsolidated entities (in thousands):

	March 31,		December 31,
	2013		2012
Investment in hotels, net of accumulated depreciation	$	151,132	$	155,888
Total assets	$	164,478	$	170,477
Debt	$	147,886	$	148,395
Total liabilities	$	151,640	$	154,139
Equity	$	12,838	$	16,338

Our unconsolidated entities’ debt at March 31, 2013 and December 31, 2012 consisted entirely of non-recourse mortgage debt. In January 2012, one of our unconsolidated joint ventures refinanced $130 million of debt and extended the maturity until 2014.

2. Investment in Unconsolidated Entities — (continued)

The following table sets forth summarized combined statement of operations information for our unconsolidated entities (in thousands):

	Three Months Ended March 31,
	2013			2012
Total revenues	$	13,608		$	10,989
Net income	$	1,108		$	481
Net income attributable to FelCor	$	554		$	241
Depreciation of cost in excess of book value	(465		)	(465		)
Equity in income (loss) from unconsolidated entities	$	89		$	(224	)

The following table summarizes the components of our investment in unconsolidated entities (in thousands):

	March 31,			December 31,
	2013			2012
Hotel-related investments	$	(886	)	$	246
Cost in excess of book value of hotel investments	46,448			46,913
Land and condominium investments	7,305			7,923
	$	52,867		$	55,082

The following table summarizes the components of our equity in income (loss) from unconsolidated entities (in thousands):

	Three Months Ended
	March 31,
	2013			2012
Hotel investments	$	708		$	405
Other investments	(619		)	(629		)
Equity in income (loss) from unconsolidated entities	$	89		$	(224	)

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Debt (Tables)

3 Months Ended

Mar. 31, 2013

Debt Disclosure [Abstract]

Schedule of Debt [Table Text Block]

Consolidated debt consisted of the following (dollars in thousands):

	Encumbered	Interest	Maturity	March 31,		December 31,
	Hotels	Rate (%)	Date	2013		2012
Line of credit	9	L + 3.375	June 2016(a)	$	109,000	$	56,000
Hotel mortgage debt
Mortgage debt(b)	5	6.66	June - August 2014	64,906		65,431
Mortgage debt	1	5.81	July 2016	10,280		10,405
Mortgage debt(b)	4	4.95	October 2022	127,733		128,066
Mortgage debt	1	4.94	October 2022	32,057		32,176
Senior notes
Senior secured notes	6	6.75	June 2019	525,000		525,000
Senior secured notes	10	5.625	March 2023	525,000		525,000
Senior secured notes(c)	11	10.00	October 2014	224,919		223,586
Other(d)	—	L + 1.25	May 2016	64,861		64,861
Total	47			$	1,683,756	$	1,630,525

(a) Our $225 million line of credit can be extended for one year (to 2017), subject to satisfying certain conditions.

(b) This debt is comprised of separate non-cross-collateralized loans each secured by a mortgage of a different hotel.

(c) We originally issued $636 million (face amount) of these notes. After redemptions in 2011 and 2012, $234 million (face amount) of these notes were outstanding at March 31, 2013. These notes were initially sold at a discount that provided an effective yield of 12.875% before transaction costs.

(d) This loan is related to our Knickerbocker development project and is fully secured by restricted cash and a mortgage. Because we were able to assume an existing loan when we purchased this hotel, we were not required to pay any local mortgage recording tax. This loan, which allows us to borrow up to $85 million, can be extended for one year subject to satisfying certain conditions.

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Redeemable Noncontrolling Interests in FelCor LP/Redeemable Units

3 Months Ended

Mar. 31, 2013

Noncontrolling Interest [Abstract]

Redeemable Noncontrolling Interests in FelCor LP / Redeemable Units

Redeemable Noncontrolling Interests in FelCor LP / Redeemable Units

We record redeemable noncontrolling interests in FelCor LP, in the case of FelCor, and redeemable units, in the case of FelCor LP, in the mezzanine section (between liabilities and equity or partners’ capital) of our consolidated balance sheets because of the redemption feature of these units. Additionally, FelCor’s consolidated statements of operations separately present earnings attributable to redeemable noncontrolling interests.  We adjust redeemable noncontrolling interests in FelCor LP (or redeemable units) each period to reflect the greater of its carrying value based on the accumulation of historical cost or its redemption value.  The historical cost is based on the proportionate relationship between the carrying value of equity associated with FelCor’s common stockholders relative to that of FelCor LP’s unitholders.  Redemption value is based on the closing price of FelCor’s common stock at period end. FelCor allocates net income (loss) to FelCor LP’s noncontrolling partners based on their weighted average ownership percentage during the period.  

At March 31, 2013, we had 621,381 limited partnership units outstanding. We carried 367,647 outstanding limited partner units (which were issued in May 2011) at $2.2 million, and the remaining 253,734 outstanding units of limited partner interest were carried at $1.5 million. The current value of the outstanding units is based on the closing price of FelCor’s common stock at March 31, 2013 ($5.95 per share).

10. Redeemable Noncontrolling Interests in FelCor LP / Redeemable Units - (continued)

Changes in redeemable noncontrolling interests (or redeemable units) for the three months ended March 31, 2013 and 2012 are shown below (in thousands):

	Three Months Ended
	March 31,
	2013			2012
Balance at beginning of period	$	2,902		$	3,026
Conversion of units	—			(1		)
Redemption value allocation	977			230
Comprehensive loss:
Foreign exchange translation	(2		)	2
Net loss	(180		)	(196		)
Balance at end of period	$	3,697		$	3,061

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Impairment

3 Months Ended

Mar. 31, 2013

Impairment Charges [Abstract]

Impairment

Impairment

Our hotels are comprised of operations and cash flows that can clearly be distinguished, operationally and for financial reporting purposes, from the remainder of our operations.  Accordingly, we consider our hotels to be components for purposes of determining impairment charges and reporting discontinued operations.

We may record impairment charges if operating results of individual hotels are materially different from our forecasts, if the economy and/or lodging industry weakens, or if we shorten our contemplated holding period for additional hotels. We had no impairments during the three months ended March 31, 2013 and 2012.

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Hotel Operating Revenue, Departmental Expenses and Other Property-Related Costs

3 Months Ended

Mar. 31, 2013

Hotel Operating Revenue, Departmental Expenses and Other Property-Related Costs [Abstract]

Hotel Operating Revenue, Departmental Expenses and Other Property-Related Costs

Hotel Operating Revenue, Departmental Expenses, and Other Property-Related Costs

Hotel operating revenue from continuing operations was comprised of the following (in thousands):

	Three Months Ended
	March 31,
	2013		2012
Room revenue	$	170,379	$	161,779
Food and beverage revenue	38,464		34,821
Other operating departments	11,448		11,090
Total hotel operating revenue	$	220,291	$	207,690

Nearly all of our revenue is comprised of hotel operating revenue.  These revenues are recorded net of any sales or occupancy taxes collected from our guests. All rebates or discounts are recorded, when allowed, as a reduction in revenue, and there are no material contingent obligations with respect to rebates or discounts offered by us.  All revenues are recorded on an accrual basis, as earned.  Appropriate allowances are made for doubtful accounts, which are recorded as a bad debt expense.  The remainder of our revenue was derived from other sources.

Hotel departmental expenses from continuing operations were comprised of the following (in thousands):

	Three Months Ended March 31,
	2013				2012
	Amount		% of Total Hotel Operating Revenue		Amount		% of Total Hotel Operating Revenue
Room	$	47,593	21.6	%	$	44,971	21.7	%
Food and beverage	31,462		14.3		28,345		13.6
Other operating departments	5,480		2.5		5,445		2.6
Total hotel departmental expenses	$	84,535	38.4	%	$	78,761	37.9	%

4. Hotel Operating Revenue, Departmental Expenses, and Other Property-Related Costs— (continued)

Other property-related costs from continuing operations were comprised of the following amounts (in thousands):

	Three Months Ended March 31,
	2013				2012
	Amount		% of Total Hotel Operating Revenue		Amount		% of Total Hotel Operating Revenue
Hotel general and administrative expense	$	21,162	9.6	%	$	20,107	9.7	%
Marketing	20,274		9.2		19,258		9.3
Repair and maintenance	12,238		5.6		11,738		5.7
Utilities	9,434		4.2		9,379		4.4
Total other property-related costs	$	63,108	28.6	%	$	60,482	29.1	%

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Taxes, Insurance and Lease Expense

3 Months Ended

Mar. 31, 2013

Taxes, Insurance and Lease Expenses [Abstract]

Taxes, Insurance and Lease Expense

Taxes, Insurance and Lease Expense

Taxes, insurance and lease expense from continuing operations were comprised of the following (in thousands):

	Three Months Ended
	March 31,
	2013		2012
Hotel lease expense(a)	$	9,558	$	9,193
Land lease expense(b)	2,394		2,387
Real estate and other taxes	7,938		7,871
Property insurance, general liability insurance and other	2,777		2,259
Total taxes, insurance and lease expense	$	22,667	$	21,710

(a) Hotel lease expense is recorded by the consolidated operating lessees of 12 hotels owned by unconsolidated entities and is partially (generally 49%) offset through noncontrolling interests in other partnerships.  Our 50% share of the corresponding lease income is recorded through equity in income from unconsolidated entities.  Hotel lease expense includes percentage rent of $4.1 million and $3.8 million for the three months ended March 31, 2013 and 2012, respectively.

(b) Land lease expense includes percentage rent of $968,000 and $915,000 for the three months ended March 31, 2013 and 2012, respectively.

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Discontinued Operations

3 Months Ended

Mar. 31, 2013

Discontinued Operations and Disposal Groups [Abstract]

Discontinued Operations

Discontinued Operations

Discontinued operations include results of operations for ten hotels sold in 2012. The following table summarizes the condensed financial information for those hotels (in thousands):

	Three Months Ended
	March 31,
	2013			2012
Hotel operating revenue	$	—		$	27,840
Operating expenses	(86		)	(22,699		)
Operating income (loss) from discontinued operations	(86		)	5,141
Interest expense, net	—			(948		)
Income (loss) from discontinued operations	$	(86	)	$	4,193

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Investment in Unconsolidated Entities (Schedule of Components of Investment In Unconsolidated Entities) (Details) (USD $) In Thousands, unless otherwise specified	Mar. 31, 2013	Dec. 31, 2012
Schedule of Equity Method Investments [Line Items]
Investment in unconsolidated entities	$ 52,867	$ 55,082
Hotel-related Investments [Member]
Schedule of Equity Method Investments [Line Items]
Equity Method Investments	(886)	246
Cost In Excess of Book Value of Hotel Investments [Member]
Schedule of Equity Method Investments [Line Items]
Equity Method Investments	46,448	46,913
Land and Condominium Investments [Member]
Schedule of Equity Method Investments [Line Items]
Equity Method Investments	$ 7,305	$ 7,923

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Organization (Tables)

3 Months Ended

Mar. 31, 2013

Organization [Abstract]

Schedule of Distribution of Consolidated Hotels

The following table illustrates the distribution of our 65 Consolidated Hotels at March 31, 2013:

Brand	Hotels	Rooms
Embassy Suites Hotels®	35	9,116
Wyndham®and Wyndham Grand®	8	2,526
Holiday Inn®	5	1,862
Sheraton® and Westin®	5	1,882
DoubleTreeby Hilton®and Hilton®	6	1,450
Marriott® and Renaissance®	3	1,321
Fairmont®	1	383
Independent (Morgans and Royalton)	2	282
Total	65	18,822

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Discontinued Operations (Tables)

3 Months Ended

Mar. 31, 2013

Discontinued Operations and Disposal Groups [Abstract]

Schedule of Condensed Financial Information for Discontinued Operations

	Three Months Ended
	March 31,
	2013			2012
Hotel operating revenue	$	—		$	27,840
Operating expenses	(86		)	(22,699		)
Operating income (loss) from discontinued operations	(86		)	5,141
Interest expense, net	—			(948		)
Income (loss) from discontinued operations	$	(86	)	$	4,193

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Discontinued Operations (Details) (USD $) In Thousands, unless otherwise specified	3 Months Ended			3 Months Ended
	Mar. 31, 2013	Mar. 31, 2012	Dec. 31, 2012 Hotels Sold [Member] Hotels	Mar. 31, 2013 Discontinued Operations [Member]	Mar. 31, 2012 Discontinued Operations [Member]
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Number of hotels (in hotels)			10
Hotel operating revenue				$ 0	$ 27,840
Operating expenses				(86)	(22,699)
Operating income (loss) from discontinued operations				(86)	5,141
Interest expense, net				0	(948)
Income (loss) from discontinued operations	$ (86)	$ 4,193		$ (86)	$ 4,193

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Consolidated Statements of Comprehensive Income (Loss) (USD $) In Thousands, unless otherwise specified	3 Months Ended
	Mar. 31, 2013	Mar. 31, 2012
Net loss	$ (26,605)	$ (28,861)
Foreign currency translation adjustment	(357)	308
Comprehensive loss	(26,962)	(28,553)
Comprehensive loss attributable to noncontrolling interests in other partnerships	240	202
Comprehensive loss attributable to redeemable noncontrolling interests in FelCor LP	182	194
Comprehensive loss attributable to reporting entity	(26,540)	(28,157)
FelCor Lodging LP [Member]
Net loss	(26,605)	(28,861)
Foreign currency translation adjustment	(357)	308
Comprehensive loss	(26,962)	(28,553)
Comprehensive loss attributable to noncontrolling interests in other partnerships	240	202
Comprehensive loss attributable to reporting entity	$ (26,722)	$ (28,351)

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Organization

3 Months Ended

Mar. 31, 2013

Organization [Abstract]

Organization

Organization

FelCor Lodging Trust Incorporated (NYSE:FCH), or FelCor, is a Maryland corporation, operating as a real estate investment trust, or REIT.  FelCor is the sole general partner of, and the owner of a greater than 99.5% partnership interest in, FelCor Lodging Limited Partnership, or FelCor LP, through which we held ownership interests in 66 hotels in continuing operations with 18,993 rooms at March 31, 2013. At March 31, 2013, we had an aggregate of 124,743,167 shares and units outstanding, consisting of 124,121,786 shares of FelCor common stock and 621,381 FelCor LP units not owned by FelCor.

Of the 66 hotels included in continuing operations, we owned a 100% interest in 48 hotels, a 90% interest in entities owning three hotels, an 82% interest in an entity owning one hotel, a 60% interest in an entity owning one hotel and a 50% interest in entities owning 13 hotels. We consolidate our real estate interests in the 53 hotels in which we held majority interests, and we record the real estate interests of the 13 hotels in which we held 50% interests using the equity method. We leased 65 of the 66 hotels in continuing operations to our taxable REIT subsidiaries, of which we own a controlling interest. One50% owned hotel was operated without a lease. Because we owned controlling interests in these lessees, we consolidated our interests in these 65 hotels (which we refer to as our Consolidated Hotels) and reflect those hotels’ operating revenues and expenses in our statements of operations.  Of our Consolidated Hotels, we owned 50% of the real estate interests in each of 12 hotels (we accounted for the ownership in our real estate interests of these hotels by the equity method) and majority real estate interests in each of the remaining 53 hotels (we consolidate our real estate interest in these hotels).

The following table illustrates the distribution of our 65 Consolidated Hotels at March 31, 2013:

Brand	Hotels	Rooms
Embassy Suites Hotels®	35	9,116
Wyndham®and Wyndham Grand®	8	2,526
Holiday Inn®	5	1,862
Sheraton® and Westin®	5	1,882
DoubleTreeby Hilton®and Hilton®	6	1,450
Marriott® and Renaissance®	3	1,321
Fairmont®	1	383
Independent (Morgans and Royalton)	2	282
Total	65	18,822

At March 31, 2013, our Consolidated Hotels were located in the United States (64 hotels in 22 states) and Canada (one hotel in Ontario), with concentrations in California (14 hotels), Florida (8 hotels) and Texas (7 hotels). Approximately 55% of our revenue was generated from hotels in these three states during the first three months of 2013.

At March 31, 2013, of our 65 Consolidated Hotels: (i) subsidiaries of Hilton Hotels Corporation, or Hilton, managed 40 hotels, (ii) subsidiaries of Wyndham Hotel Group, or Wyndham, managed eight hotels, (iii) subsidiaries of InterContinental Hotels Group, or IHG, managed five hotels, (iv) subsidiaries of Starwood Hotels & Resorts Worldwide Inc., or Starwood, managed five hotels, (v) subsidiaries of Marriott International Inc., or Marriott, managed three hotels, (vi) a subsidiary of Fairmont Hotels and Resorts, or Fairmont, managed one hotel, (vii) a subsidiary of Morgans Hotel Group Corporation managed two hotels, and (viii) an independent management company managed one hotel.

1.    Organization — (continued)

In addition to the above hotels, we own (through a 95% interest in a consolidated joint venture) the Knickerbocker, a former hotel and office building, that is being redeveloped as a 4+ star hotel in midtown Manhattan and is expected to open in early 2014.

Effective January 1, 2013, our hotels managed by Marriott are accounted for on a 12 month calendar year basis as compared to a fiscal year comprised of 52 or 53 weeks ending on the Friday closest to December 31, as done in 2012 and prior years. Our three-month period ending March 31, 2013 is reported on a three-month calendar basis for our Marriott-managed hotels, which is consistent with the reporting periods for our other managed hotels. However, our three-month period ending March 31, 2012 includes the results of operations for the Marriott-managed hotels for the 12 week period ending March 23, 2012. Prior year results have not been restated to reflect the reporting period transition as we do not believe the change in periods would result in a material difference for comparison of results year over year.

The information in our consolidated financial statements for the three months ended March 31, 2013 and 2012 is unaudited. Preparing financial statements in conformity with accounting principles generally accepted in the United States of America, or GAAP, requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates. The accompanying financial statements for the three months ended March 31, 2013 and 2012, include adjustments based on management’s estimates (consisting of normal and recurring accruals), which we consider necessary for a fair presentation of the results for the periods. The financial information should be read in conjunction with the consolidated financial statements for the year ended December 31, 2012, included in our Annual Report on Form 10-K. Operating results for the three months ended March 31, 2013 are not necessarily indicative of actual operating results for the entire year.

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Loss Per Share/Unit (Tables)

3 Months Ended

Mar. 31, 2013

Earnings Per Share/Unit [Line Items]

Schedule of Computation of Basic and Diluted Income (Loss) Per Share/Unit

The following tables set forth the computation of basic and diluted income loss per share/unit (in thousands, except per share/unit data):

FelCor Loss Per Share

	Three Months Ended
	March 31,
	2013			2012
Numerator:
Net loss attributable to FelCor	$	(26,185	)	$	(28,463	)
Discontinued operations attributable to FelCor	86			(4,172		)
Loss from continuing operations attributable to FelCor	(26,099		)	(32,635		)
Less: Preferred dividends	(9,678		)	(9,678		)
Numerator for continuing operations attributable to FelCor common stockholders	(35,777		)	(42,313		)
Discontinued operations attributable to FelCor	(86		)	4,172
Numerator for basic and diluted loss attributable to FelCor common stockholders	$	(35,863	)	$	(38,141	)
Denominator:
Denominator for basic and diluted loss per share	123,814			123,665
Basic and diluted loss per share data:
Loss from continuing operations	$	(0.29	)	$	(0.34	)
Discontinued operations	$	—		$	0.03
Net loss	$	(0.29	)	$	(0.31	)

Schedule Securities Excluded from Computation of Earnings Per Share

Securities that could potentially dilute earnings per share/unit in the future that were not included in the computation of diluted loss per share/unit, because they would have been antidilutive for the periods presented, are as follows (in thousands):

	Three Months Ended
	March 31,
	2013	2012
Series A convertible preferred shares/units	9,985	9,985
FelCor restricted stock units	167	—

FelCor Lodging LP [Member]

Earnings Per Share/Unit [Line Items]

Schedule of Computation of Basic and Diluted Income (Loss) Per Share/Unit

	Three Months Ended
	March 31,
	2013			2012
Numerator:
Net loss attributable to FelCor LP	$	(26,365	)	$	(28,659	)
Discontinued operations attributable to FelCor LP	86			(4,193		)
Loss from continuing operations attributable to FelCor LP	(26,279		)	(32,852		)
Less: Preferred distributions	(9,678		)	(9,678		)
Numerator for continuing operations attributable to FelCor LP common unitholders	(35,957		)	(42,530		)
Discontinued operations attributable to FelCor LP	(86		)	4,193
Numerator for basic and diluted loss attributable to FelCor common unitholders	$	(36,043	)	$	(38,337	)
Denominator:
Denominator for basic and diluted loss per unit	124,435			124,301
Basic and diluted loss per unit data:
Loss from continuing operations	$	(0.29	)	$	(0.34	)
Discontinued operations	$	—		$	0.03
Net loss	$	(0.29	)	$	(0.31	)

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Hotel Operating Revenue, Departmental Expenses and Other Property-Related Costs (Schedule of Hotel Departmental Expenses) (Details) (USD $) In Thousands, unless otherwise specified	3 Months Ended
	Mar. 31, 2013	Mar. 31, 2012
Hotel Operating Revenue, Departmental Expenses and Other Property-Related Costs [Abstract]
Room	$ 47,593	$ 44,971
Room as a percent of total hotel operating revenue	21.60%	21.70%
Food and beverage	31,462	28,345
Food and beverage as a percent of total hotel operating revenue	14.30%	13.60%
Other operating departments	5,480	5,445
Other operating departments as a percent of total hotel operating revenue	2.50%	2.60%
Hotel departmental expenses	$ 84,535	$ 78,761
Hotel departmental expenses as a percent of total hotel operating revenue	38.40%	37.90%

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FelCor LP's Consolidating Financial Information (FelCor Lodging LP [Member])

3 Months Ended

Mar. 31, 2013

FelCor Lodging LP [Member]

Guarantor Obligations [Line Items]

FelCor LP's Consolidating Financial Information

FelCor LP’s Consolidating Financial Information

Certain of FelCor LP’s 100% owned subsidiaries (FCH/PSH, L.P.; FelCor Baton Rouge Owner, L.L.C.; FelCor/CMB Buckhead Hotel, L.L.C.; FelCor/CMB Marlborough Hotel, L.L.C.; FelCor/CMB Orsouth Holdings, L.P.; FelCor/CMB SSF Holdings, L.P.; FelCor/CSS Holdings, L.P.; FelCor Dallas Love Field Owner, L.L.C.; FelCor Lodging Holding Company, L.L.C.; FelCor Milpitas Owner, L.L.C.; FelCor TRS Borrower 4, L.L.C.; FelCor TRS Holdings, L.L.C.; FelCor Canada Co.; FelCor Hotel Asset Company, L.L.C.; FelCor Copley Plaza, L.L.C.; FelCor St. Pete (SPE), L.L.C.; FelCor Esmeralda (SPE), L.L.C.; FelCor S-4 Hotels (SPE), L.L.C.; Los Angeles International Airport Hotel Associates, a Texas L.P.; Madison 237 Hotel, L.L.C.; Myrtle Beach Owner, L.L.C.; and Royalton 44 Hotel, L.L.C., collectively, “Subsidiary Guarantors”), together with FelCor, guarantee, fully and unconditionally, except where subject to customary release provisions as described below, and jointly and severally, our senior debt.

The guarantees by the Subsidiary Guarantors may be automatically and unconditionally released upon (1) the sale or other disposition of all of the capital stock of the Subsidiary Guarantor or the sale or disposition of all or substantially all of the assets of the Subsidiary Guarantor, (2) the consolidation or merger of any such Subsidiary Guarantor with any person other than FelCor LP, or a subsidiary of FelCor LP, if, as a result of such consolidation or merger, such Subsidiary Guarantor ceases to be a subsidiary of FelCor LP, (3) a legal defeasance or covenant defeasance of the indenture, (4) the unconditional and complete release of such Subsidiary Guarantor in accordance with the modification and waiver provisions of the indenture, or (5) the designation of a restricted subsidiary that is a Subsidiary Guarantor as an unrestricted subsidiary under and in compliance with the indenture.

The following tables present consolidating information for the Subsidiary Guarantors.

11. FelCor LP’s Consolidating Financial Information – (continued)

FELCOR LODGING LIMITED PARTNERSHIP

CONDENSED CONSOLIDATING BALANCE SHEET

March 31, 2013

(in thousands)

	FelCor LP			Subsidiary Guarantors			Non-Guarantor Subsidiaries		Eliminations			Total Consolidated
Net investment in hotels	$	66,695		$	1,078,564		$	641,757	$	—		$	1,787,016
Hotel development	—			—			156,081		—			156,081
Equity investment in consolidated entities	1,529,937			—			—		(1,529,937		)	—
Investment in unconsolidated entities	40,758			10,719			1,390		—			52,867
Cash and cash equivalents	13,758			41,335			6,703		—			61,796
Restricted cash	—			8,123			68,979		—			77,102
Accounts receivable, net	73			33,473			747		—			34,293
Deferred expenses, net	23,048			—			10,987		—			34,035
Other assets	8,214			12,278			5,604		—			26,096
Total assets	$	1,682,483		$	1,184,492		$	892,248	$	(1,529,937	)	$	2,229,286
Debt, net	$	1,274,919		$	—		$	408,837	$	—		$	1,683,756
Distributions payable	8,545			—			—		—			8,545
Accrued expenses and other liabilities	37,179			102,571			7,965		—			147,715
Total liabilities	1,320,643			102,571			416,802		—			1,840,016
Redeemable units	3,697			—			—		—			3,697
Preferred units	478,774			—			—		—			478,774
Common units	(120,631		)	1,056,633			447,510		(1,529,937		)	(146,425		)
Accumulated other comprehensive income	—			25,794			—		—			25,794
Total FelCor LP partners’ capital	358,143			1,082,427			447,510		(1,529,937		)	358,143
Noncontrolling interests	—			(506		)	27,936		—			27,430
Total partners’ capital	358,143			1,081,921			475,446		(1,529,937		)	385,573
Total liabilities and partners’ capital	$	1,682,483		$	1,184,492		$	892,248	$	(1,529,937	)	$	2,229,286

11. FelCor LP’s Consolidating Financial Information – (continued)

FELCOR LODGING LIMITED PARTNERSHIP

CONDENSED CONSOLIDATING BALANCE SHEET

December 31, 2012

(in thousands)

	FelCor LP			Subsidiary Guarantors			Non-Guarantor Subsidiaries		Eliminations			Total Consolidated
Net investment in hotels	$	66,945		$	1,102,262		$	625,357	$	—		$	1,794,564
Hotel development	—			—			146,079		—			146,079
Equity investment in consolidated entities	1,551,377			—			—		(1,551,377		)	—
Investment in unconsolidated entities	42,508			11,173			1,401		—			55,082
Cash and cash equivalents	8,312			30,425			7,008		—			45,745
Restricted cash	—			9,186			68,741		—			77,927
Accounts receivable, net	96			24,432			855		—			25,383
Deferred expenses, net	22,657			—			11,605		—			34,262
Other assets	8,122			10,322			4,947		—			23,391
Total assets	$	1,700,017		$	1,187,800		$	865,993	$	(1,551,377	)	$	2,202,433
Debt, net	$	1,273,587		$	—		$	356,938	$	—		$	1,630,525
Distributions payable	8,545			—			—		—			8,545
Accrued expenses and other liabilities	20,316			95,986			22,140		—			138,442
Total liabilities	1,302,448			95,986			379,078		—			1,777,512
Redeemable units	2,902			—			—		—			2,902
Preferred units	478,774			—			—		—			478,774
Common units	(84,107		)	1,065,938			459,288		(1,551,377		)	(110,258		)
Accumulated other comprehensive income	—			26,151			—		—			26,151
Total FelCor LP partners’ capital	394,667			1,092,089			459,288		(1,551,377		)	394,667
Noncontrolling interests	—			(275		)	27,627		—			27,352
Total partners’ capital	394,667			1,091,814			486,915		(1,551,377		)	422,019
Total liabilities and partners’ capital	$	1,700,017		$	1,187,800		$	865,993	$	(1,551,377	)	$	2,202,433

11.    FelCor LP’s Consolidating Financial Information – (continued)

FELCOR LODGING LIMITED PARTNERSHIP

CONDENSEDCONSOLIDATING STATEMENT OF OPERATIONS

For the Three Months Ended March 31, 2013

(in thousands)

	FelCor LP			Subsidiary Guarantors			Non-Guarantor Subsidiaries			Eliminations			Total Consolidated
Revenues:
Hotel operating revenue	$	—		$	220,291		$	—		$	—		$	220,291
Percentage lease revenue	1,262			—			26,438			(27,700		)	—
Other revenue	3			333			63			—			399
Total revenues	1,265			220,624			26,501			(27,700		)	220,690
Expenses:
Hotel operating expenses	—			157,297			—			—			157,297
Taxes, insurance and lease expense	304			46,421			3,642			(27,700		)	22,667
Corporate expenses	109			5,543			2,180			—			7,832
Depreciation and amortization	1,250			17,949			12,371			—			31,570
Conversion expenses	20			391			217			—			628
Other expenses	23			517			281			—			821
Total operating expenses	1,706			228,118			18,691			(27,700		)	220,815
Operating loss	(441		)	(7,494		)	7,810			—			(125		)
Interest expense, net	(21,604		)	(303		)	(4,576		)	—			(26,483		)
Loss before equity in income from unconsolidated entities	(22,045		)	(7,797		)	3,234			—			(26,608		)
Equity in income from consolidated entities	(4,625		)	—			—			4,625			—
Equity in income from unconsolidated entities	305			(205		)	(11		)	—			89
Loss from continuing operations	(26,365		)	(8,002		)	3,223			4,625			(26,519		)
Loss from discontinued operations	—			(86		)	—			—			(86		)
Net loss	(26,365		)	(8,088		)	3,223			4,625			(26,605		)
Loss attributable to noncontrolling interests	—			256			(16		)	—			240
Net loss attributable to FelCor LP	(26,365		)	(7,832		)	3,207			4,625			(26,365		)
Preferred distributions	(9,678		)	—			—			—			(9,678		)
Net loss attributable to FelCor LP common unitholders	$	(36,043	)	$	(7,832	)	$	3,207		$	4,625		$	(36,043	)

11.    FelCor LP’s Consolidating Financial Information – (continued)

FELCOR LODGING LIMITED PARTNERSHIP

CONDENSEDCONSOLIDATING STATEMENT OF OPERATIONS

For the Three Months Ended March 31, 2012

(in thousands)

	FelCor LP			Subsidiary Guarantors			Non-Guarantor Subsidiaries			Eliminations			Total Consolidated
Revenues:
Hotel operating revenue	$	—		$	207,690		$	—		$	—		$	207,690
Percentage lease revenue	1,248			—			30,534			(31,782		)	—
Other revenue	1			219			55			—			275
Total revenues	1,249			207,909			30,589			(31,782		)	207,965
Expenses:
Hotel operating expenses	—			149,021			—			—			149,021
Taxes, insurance and lease expense	303			48,997			4,192			(31,782		)	21,710
Corporate expenses	1,844			3,958			2,410			—			8,212
Depreciation and amortization	1,131			15,464			13,473			—			30,068
Other expenses	418			508			37			—			963
Total operating expenses	3,696			217,948			20,112			(31,782		)	209,974
Operating loss	(2,447		)	(10,039		)	10,477			—			(2,009		)
Interest expense, net	(21,077		)	(4,464		)	(5,273		)	—			(30,814		)
Debt extinguishment	(7		)	—			—			—			(7		)
Loss before equity in loss from unconsolidated entities	(23,531		)	(14,503		)	5,204			—			(32,830		)
Equity in income from consolidated entities	(5,138		)	—			—			5,138			—
Equity in loss from unconsolidated entities	32			(245		)	(11		)	—			(224		)
Loss from continuing operations	(28,637		)	(14,748		)	5,193			5,138			(33,054		)
Income from discontinued operations	(22		)	(108		)	4,323			—			4,193
Net loss	(28,659		)	(14,856		)	9,516			5,138			(28,861		)
Loss attributable to noncontrolling interests	—			265			(63		)	—			202
Net loss attributable to FelCor LP	(28,659		)	(14,591		)	9,453			5,138			(28,659		)
Preferred distributions	(9,678		)	—			—			—			(9,678		)
Net loss attributable to FelCor LP common unitholders	$	(38,337	)	$	(14,591	)	$	9,453		$	5,138		$	(38,337	)

11.    FelCor LP’s Consolidating Financial Information – (continued)

FELCOR LODGING LIMITED PARTNERSHIP

CONDENSED CONSOLIDATING STATEMENT OF COMPREHENSIVE LOSS

For the Three Months Ended March 31, 2013

(in thousands)

	FelCor LP			Subsidiary Guarantors			Non-Guarantor Subsidiaries			Eliminations		Total Consolidated
Net loss	$	(26,365	)	$	(8,088	)	$	3,223		$	4,625	$	(26,605	)
Foreign currency translation adjustment	—			(357		)	—			—		(357		)
Comprehensive loss	(26,365		)	(8,445		)	3,223			4,625		(26,962		)
Comprehensive loss attributable to noncontrolling interests	—			256			(16		)	—		240
Comprehensive loss attributable to FelCor LP	$	(26,365	)	$	(8,189	)	$	3,207		$	4,625	$	(26,722	)

FELCOR LODGING LIMITED PARTNERSHIP

CONDENSED CONSOLIDATING STATEMENT OF COMPREHENSIVE LOSS

For the Three Months Ended March 31, 2012

(in thousands)

	FelCor LP			Subsidiary Guarantors			Non-Guarantor Subsidiaries			Eliminations		Total Consolidated
Net loss	$	(28,659	)	$	(14,856	)	$	9,516		$	5,138	$	(28,861	)
Foreign currency translation adjustment	—			308			—			—		308
Comprehensive loss	(28,659		)	(14,548		)	9,516			5,138		(28,553		)
Comprehensive loss attributable to noncontrolling interests	—			265			(63		)	—		202
Comprehensive loss attributable to FelCor LP	$	(28,659	)	$	(14,283	)	$	9,453		$	5,138	$	(28,351	)

11.    FelCor LP’s Consolidating Financial Information – (continued)

FELCOR LODGING LIMITED PARTNERSHIP

CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS

For the Three Months Ended March 31, 2013

(in thousands)

	FelCor LP			Subsidiary Guarantors			Non-Guarantor Subsidiaries			Eliminations			Total Consolidated
Operating activities:
Cash flows from operating activities	$	(3,904	)	$	6,447		$	2,336		$	—		$	4,879
Investing activities:
Improvements and additions to hotels	(142		)	(14,312		)	(8,888		)	—			(23,342		)
Hotel development	—			—			(8,260		)	—			(8,260		)
Payment of selling costs	—			(17		)	(215		)	—			(232		)
Distributions from unconsolidated entities	1,435			250			—			—			1,685
Intercompany financing	19,554			—			—			(19,554		)	—
Other	—			1,746			(921		)	—			825
Cash flows from investing activities	20,847			(12,333		)	(18,284		)	(19,554		)	(29,324		)
Financing activities:
Proceeds from borrowings	—			—			84,245			—			84,245
Repayment of borrowings	—			—			(32,346		)	—			(32,346		)
Distributions paid to preferred unitholders	(9,678		)	—			—			—			(9,678		)
Intercompany financing	—			16,792			(36,346		)	19,554			—
Other	(1,819		)	25			90			—			(1,704		)
Cash flows from financing activities	(11,497		)	16,817			15,643			19,554			40,517
Effect of exchange rate changes on cash	—			(21		)	—			—			(21		)
Change in cash and cash equivalents	5,446			10,910			(305		)	—			16,051
Cash and cash equivalents at beginning of period	8,312			30,425			7,008			—			45,745
Cash and cash equivalents at end of period	$	13,758		$	41,335		$	6,703		$	—		$	61,796

11.    FelCor LP’s Consolidating Financial Information – (continued)

FELCOR LODGING LIMITED PARTNERSHIP

CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS

For the Three Months Ended March 31, 2012

(in thousands)

	FelCor LP			Subsidiary Guarantors			Non-Guarantor Subsidiaries			Eliminations			Total Consolidated
Operating activities:
Cash flows from operating activities	$	828		$	6,489		$	26,329		$	—		$	33,646
Investing activities:
Improvements and additions to hotels	(5,181		)	(22,731		)	(13,473		)	—			(41,385		)
Hotel development	—			—			(4,560		)	—			(4,560		)
Distributions from unconsolidated entities	403			—			—			—			403
Intercompany financing	27,514			—			—			(27,514		)	—
Other	(15		)	1,879			(1,392		)	—			472
Cash flows from investing activities	22,721			(20,852		)	(19,425		)	(27,514		)	(45,070		)
Financing activities:
Proceeds from borrowings	—			—			36,000			—			36,000
Repayment of borrowings	(96		)	(215		)	(9,061		)	—			(9,372		)
Distributions paid to preferred unitholders	(9,678		)	—			—			—			(9,678		)
Intercompany financing	—			5,277			(32,791		)	27,514			—
Other	—			—			(1,160		)	—			(1,160		)
Cash flows from financing activities	(9,774		)	5,062			(7,012		)	27,514			15,790
Effect of exchange rate changes on cash	—			51			—			—			51
Change in cash and cash equivalents	13,775			(9,250		)	(108		)	—			4,417
Cash and cash equivalents at beginning of period	23,503			67,001			3,254			—			93,758
Cash and cash equivalents at end of period	$	37,278		$	57,751		$	3,146		$	—		$	98,175