EXHIBIT 10.23 U.S. $550,000,000 THIRD AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT Dated as of August 14, 1997

EXHIBIT 10.23

U.S. $550,000,000

THIRD AMENDED AND RESTATED
REVOLVING CREDIT AGREEMENT

Dated as of August 14, 1997

Among

FELCOR SUITE HOTELS, INC.
and FELCOR SUITES LIMITED PARTNERSHIP

as Borrower

and

THE LENDERS PARTY HERETO

and

THE CHASE MANHATTAN BANK

as Administrative Agent

and

▇▇▇▇▇ FARGO BANK, NATIONAL ASSOCIATION

as Documentation Agent

____________________________________________________________

THE CHASE MANHATTAN BANK
and ▇▇▇▇▇ FARGO BANK, NATIONAL ASSOCIATION

as Arrangers
2

TABLE OF CONTENTS

SECTION PAGE
------- ----

ARTICLE I

DEFINITIONS AND ACCOUNTING TERMS . . . . . . . . . . . . . . . . . . . . 2

1.1. Defined Terms . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
1.2. Computation of Time Periods . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 38
1.3. Accounting Terms . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 38
1.4. Certain Terms . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 38

ARTICLE II

AMOUNTS AND TERMS OF THE LOANS AND LETTERS OF CREDIT . . . . . . . . . . . . . . . 38
2.1. The Loans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 38
2.2. Intentionally Omitted . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 39
2.3. Making the Loans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 39
2.4. Fees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 41
2.5. Reduction and Termination of the Commitments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 42
2.6. Repayment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 42
2.7. Prepayments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 42
2.8. Conversion/Continuation Option . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 44
2.9. Interest . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 45
2.10. Interest Rate Determination and Protection . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 45
2.11. Increased Costs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 46
2.12. Illegality . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 47
2.13. Capital Adequacy . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 47
2.14. Payments and Computations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 48
2.15. Taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 50
2.16. Sharing of Payments, Etc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 52
2.17. Swing Advances . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 53
2.18. Letter of Credit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 55

ARTICLE III

CONDITIONS TO EFFECTIVENESS
OF THIS AGREEMENT AND OF LENDING
AND OF ISSUANCE OF LETTERS OF CREDIT . . . . . . . . . . . . . . . . . . . 60
3.1. Conditions Precedent to Effectiveness of this Agreement, to Initial Loans and Letters of Credit . . . 60
3.2. Additional Conditions Precedent to Effectiveness of this Agreement, to Initial Loans and Letters
of Credit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 63
3.3. Conditions Precedent to Each Loan and Letter of Credit . . . . . . . . . . . . . . . . . . . . . . . . 63

ARTICLE IV

REPRESENTATIONS AND WARRANTIES . . . . . . . . . . . . . . . . . . . . 64

SECTION PAGE
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4.1. Existence; Compliance with Law . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 65
4.2. Power; Authorization; Enforceable Obligations . . . . . . . . . . . . . . . . . . . . . . . . . . . . 65
4.3. Taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 66
4.4. Full Disclosure . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 67
4.5. Financial Matters . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 67
4.6. Litigation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 68
4.7. Margin Regulations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 68
4.8. Ownership of Borrower and DJONT; Subsidiaries . . . . . . . . . . . . . . . . . . . . . . . . . . . . 69
4.9. ERISA . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 70
4.10. Indebtedness . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 71
4.11. Restricted Payments. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 71
4.12. No Burdensome Restrictions; No Defaults . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 71
4.13. Investments. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 72
4.14. Government Regulation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 72
4.15. Insurance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 72
4.16. Labor Matters . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 73
4.17. Force Majeure . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 73
4.18. Use of Proceeds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 74
4.19. Environmental Protection . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 74
4.20. Contractual Obligations Concerning Assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 76
4.21. Intellectual Property . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 76
4.22. Title . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 77
4.23. Status as REIT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 79
4.24. Operator: Compliance with Law . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 79
4.25. Operating Leases, Licenses and Management Agreement . . . . . . . . . . . . . . . . . . . . . . . . . 80
4.26. FF&E Reserves . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 81
4.27. $100MM Facility . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 81

ARTICLE V

FINANCIAL COVENANTS . . . . . . . . . . . . . . . . . . . . . . . 81
5.1. Gross Interest Expense Coverage . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 81
5.2. Fixed Charge Coverage Ratio . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 81
5.3. Maintenance of Tangible Net Worth . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 81
5.4. Limitations on Total Indebtedness . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 81
5.5. Limitations on Total Secured Indebtedness . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 82
5.6. Adjusted NOI and Hotels . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 82

ARTICLE VI

AFFIRMATIVE COVENANTS . . . . . . . . . . . . . . . . . . . . . . 82
6.1. Compliance with Laws, Etc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 82
6.2. Conduct of Business . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 82
6.3. Payment of Taxes, Etc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 83
6.4. Maintenance of Insurance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 83
6.5. Preservation of Existence, Etc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 84
6.6. Access . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 84
6.7. Keeping of Books . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 84
6.8. Maintenance of Properties, Etc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 84
6.9. Performance and Compliance with Other Covenants . . . . . . . . . . . . . . . . . . . . . . . . . . . 84
6.10. Application of Proceeds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 85

SECTION PAGE
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6.11. Financial Statements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 85
6.12. Reporting Requirements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 86
6.13. Leases and Operating Leases; Management Agreements and Licenses. . . . . . . . . . . . . . . . . . . 90
6.14. Intentionally Omitted . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 91
6.15. Employee Plans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 91
6.16. Intentionally Omitted . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 91
6.17. Fiscal Year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 91
6.18. Environmental Matters . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 91
6.19. REIT Requirements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 92
6.20. Maintenance of FF&E Reserves . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 92
6.21. Hotel Requirements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 92
6.22. Further Assurances . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 93
6.23. Borrowing Base Determination/Requirements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 93

ARTICLE VII

NEGATIVE COVENANTS . . . . . . . . . . . . . . . . . . . . . . . 95
7.1. Restrictions on Creation of Subsidiaries . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 95
7.2. Intentionally Omitted . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 95
7.3. Lease Obligations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 95
7.4. Restricted Payments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 95
7.5. Mergers, Stock Issuances, Asset Sales, Etc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 96
7.6. Restrictions on Construction/Budget Hotels . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 96
7.7. Change in Nature of Business or in Capital Structure . . . . . . . . . . . . . . . . . . . . . . . . . 97
7.8. Modification of Material Agreements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 97
7.9. Accounting Changes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 97
7.10. Transactions with Affiliates . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 98
7.11. Adverse or Speculative Transactions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 98
7.12. Environmental Matters . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 98
7.13. Intentionally Omitted . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 98
7.14. Management Continuity. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 98
7.15. ERISA Plan Assets. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 99

ARTICLE VIII

EVENTS OF DEFAULT . . . . . . . . . . . . . . . . . . . . . . . 99
8.1. Events of Default . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 99
8.2. Remedies . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 102

ARTICLE IX

THE ADMINISTRATIVE AGENT . . . . . . . . . . . . . . . . . . . . . . 103
9.1. Authorization and Action . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 103
9.2. Administrative Agent's Reliance, Etc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 104
9.3. Chase and Affiliates . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 104
9.4. Lender Credit Decision . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 105
9.5. Indemnification . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 105
9.6. Successor Agent . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 106

ARTICLE X

SECTION PAGE
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MISCELLANEOUS . . . . . . . . . . . . . . . . . . . . . . . . 107
10.1. Amendments, Etc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 107
10.2. Notices, Etc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 108
10.3. No Waiver; Remedies . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 109
10.4. Costs; Expenses; Indemnities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 109
10.5. Right of Set-off . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 111
10.6. Binding Effect . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 111
10.7. Assignments and Participations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 112
10.8. Governing Law; Severability . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 116
10.9. Submission to Jurisdiction; Service of Process . . . . . . . . . . . . . . . . . . . . . . . . . . . 116
10.10. Section Titles . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 116
10.11. Execution in Counterparts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 117
10.12. Entire Agreement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 117
10.13. Confidentiality . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 117
10.14. WAIVER OF JURY TRIAL . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 117
10.15. Joint and Several Obligations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 117

SCHEDULES

Schedule I - Commitments

Schedule II - Applicable Lending Offices and
Addresses for Notices

Schedule 4.8 - Subsidiaries and Unconsolidated Entities

Schedule 4.10 - Existing Indebtedness

Schedule 4.13 - Existing Investments

Schedule 4.19 - Environmental Protection

Schedule 4.22(a) - Owned Real Estate

Schedule 4.22(b) - Leased Real Estate

Schedule 6.23 - Initial Eligible Hotels

EXHIBITS

Exhibit A - Form of Note

Exhibit B - Form of Notice of Borrowing

Exhibit C - Form of Notice of Conversion or Continuation

Exhibit D - Form(s) of Opinion(s) of Counsel for the
Loan Parties

Exhibit E - Form of Assignment and Acceptance

Exhibit F - Form of Borrowing Base Certificate

Exhibit G - Form of Compliance Certificate

Exhibit H - Form of Operating Lease

Exhibit I - Form of Subsidiary Guaranty

Exhibit J - Crown Sterling Hotels

Exhibit K - Form of Letter of Credit Request

THIRD AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT, dated
as of August 14, 1997, among FELCOR SUITE HOTELS, INC., a Maryland corporation
("FelCor") and FELCOR SUITES LIMITED PARTNERSHIP, a Delaware limited
partnership ("FelCor LP" and collectively with FelCor, the "Borrower"), the
financial institutions listed on the signature pages hereof (each individually
a "Lender" and collectively the "Lenders") and THE CHASE MANHATTAN BANK
("Chase"), as administrative agent for the Lenders (in such capacity, the
"Administrative Agent") and ▇▇▇▇▇ FARGO BANK, NATIONAL ASSOCIATION ("▇▇▇▇▇
Fargo") as documentation agent.

W I T N E S S E T H:

WHEREAS, pursuant to that certain Revolving Credit Agreement
dated as of September 30, 1996, among the Borrower, the financial institutions
listed on the signature page thereof, the Administrative Agent and ▇▇▇▇▇ Fargo
as documentation agent (the "Original Revolving Credit Agreement"), the
Original Lenders agreed to make to the Borrower revolving credit advances of up
to $250,000,000 (the "Loan Amount") in aggregate principal amount outstanding
at any one time, for the purposes and upon the terms and subject to the
conditions set forth therein;

WHEREAS, pursuant to that certain Amended and Restated
Revolving Credit Agreement dated as of October 18, 1996, among the Borrower,
the Lenders, the Administrative Agent and ▇▇▇▇▇ Fargo as documentation agent
(the "Amended Revolving Credit Agreement") the terms and provisions of the
Original Revolving Credit Agreement were amended and restated as more
particularly set forth therein.

WHEREAS, pursuant to that certain Second Amended and Restated
Revolving Credit Agreement dated as of March 10, 1997, among the Borrower, the
Lenders, the Administrative Agent and ▇▇▇▇▇ Fargo as documentation agent (the
"Second Amended Revolving Credit Agreement") the terms and provisions of the
Amended Revolving Credit Agreement were amended and restated as more
particularly set forth therein.

WHEREAS, as of the date hereof, Loans (hereinafter defined) in
the aggregate principal amount of Two Hundred Forty-Four Million Dollars
($244,000,000) have been advanced to the Borrower pursuant to the terms of the
Second Amended Revolving Credit Agreement; and

WHEREAS, the Borrower has requested, and the Lenders have
agreed, to increase the Loan Amount and to amend certain terms and provisions
of the Second Amended Revolving Credit Agreement and to restate the same as
hereinafter set forth.

NOW, THEREFORE, in consideration of the premises and the
covenants and agreements contained herein, the parties hereto hereby agree that
the aforementioned recitals are true and correct and hereby incorporated herein
and that the Second Amended Revolving Credit Agreement is hereby amended and
restated in its entirety so that all of the terms and conditions contained in
this Agreement shall supersede and control the terms and conditions of the
Second Amended Revolving Credit Agreement.

ARTICLE I

DEFINITIONS AND ACCOUNTING TERMS

1.1. Defined Terms. As used in this Agreement, the following
terms have the following meanings (such meanings to be equally applicable to
both the singular and plural forms of the terms defined):

"Adjusted EBITDA" means, for any Person for any period, EBITDA
of such Person for such period less the aggregate FF&E Reserves for such period
in respect of each Hotel owned or leased by such Person or its Subsidiaries.

"Adjusted Funds From Operations" means, for any Person, for
any period, Net Income (Loss) of such Person for such period plus (a) the sum
of the following amounts of such Person and its Subsidiaries for such period
determined on a consolidated basis in conformity with GAAP to the extent
included in the determination of such Net Income (Loss): (i) depreciation
expense, (ii) amortization expense and other non-cash charges of such Person
and its Subsidiaries with respect to their real estate assets for such period,
(iii) losses from Asset Sales of such Person and its Subsidiaries, losses
resulting from restructuring of Indebtedness of such Person and its
Subsidiaries and other extraordinary losses, and (iv) minority interests
attributable to FelCor LP's partnership units; less (b) the sum of the
following amounts of such Person and its Subsidiaries for such period
determined on a consolidated basis in conformity with GAAP to the extent
included in the determination of such Net Income (Loss): (i) gains from Asset
Sales of such Person and its Subsidiaries, gains

resulting from restructuring of Indebtedness of such Person and its
Subsidiaries and other extraordinary gains, and (ii) the applicable share of
Net Income (Loss) of such Person's Unconsolidated Entities; plus (c) such
Person's Pro Rata Share of Adjusted Funds From Operations of such Person's
Unconsolidated Entities.

"Adjusted NOI" means, with respect to any Hotel owned or
leased by the Borrower or any of its Subsidiaries or Eligible Joint Ventures,
for any period, the Net Operating Income for such Hotel for such period less
the FF&E Reserve for such Hotel for such period.

"Affiliate" means, to any Person, any Subsidiary of such
Person and any other Person which, directly or indirectly, controls, is
controlled by or is under common control with such Person and includes each
executive officer, director, trustee, limited liability company manager or
general partner of such Person, and each Person who is the beneficial owner of
10% or more of any class of voting Stock of such Person. For the purposes of
this definition, "control" means the possession of the power to direct or cause
the direction of management and policies of such Person, whether through the
ownership of voting securities, by contract or otherwise.

"Aggregate Value" means, with respect to the Eligible Hotels,
at any date, the aggregate value thereof to be calculated as follows:

(a) For Eligible Hotels owned or leased for four
(4) Fiscal Quarters or more, Adjusted NOI on a consolidated basis from such
Eligible Hotels for the preceding four (4) Fiscal Quarters divided by ten
percent (10%);

(b) For Eligible Hotels owned or leased for less
than four (4) Fiscal Quarters (including newly acquired Hotels and Hotels to be
immediately acquired using the proceeds of any Loans), the Borrower's
Investment in such Eligible Hotels; and

(c) Notwithstanding the foregoing subparagraphs, for
the Hotels set forth on Exhibit J, but only for the fiscal year ending December
31, 1997, the Borrower's Investment in such Hotels provided such Hotels are
Eligible Hotels;

provided that in no event shall more than (i) 20% of the Aggregate Value be
attributable to Joint Venture Hotels which are not owned by an Eligible Entity,
or (ii) 15% of the Aggregate Value be attributable to Eligible Hotels leased
pursuant to Qualified Leases.

"Agreement" means the Second Amended Revolving Credit
Agreement, together with all Exhibits and Schedules thereto, as amended and
restated by this Third Amended and Restated Revolving Credit Agreement,
together with all Exhibits and Schedules hereto and as the same may be further
amended, supplemented or otherwise modified from time to time.

"Applicable Lending Office" means, with respect to each
Lender, its Domestic Lending Office in the case of a Base Rate Loan and its
Eurodollar Lending Office in the case of a Eurodollar Rate Loan.

"Applicable Margin" means, with respect to each Loan, the
applicable percentage per annum set forth below based upon (i) with respect to
Level I through IV Status, the Status then in effect and (ii) with respect to
Level V through VIII Status, the Status in effect on the most recent Applicable
Margin Reset Date, it being understood that the Applicable Margin for (i) Base
Rate Loans shall be the percentage set forth under the column "Base Rate
Loans", (ii) Eurodollar Rate Loans shall be the percentage set forth under the
column "Eurodollar Rate Loans", and (iii) the Commitment Fee shall be the
percentage set forth under the column "Commitment Fee":

Base Rate Eurodollar Commitment
Loans Rate Loans Fee
--------- ---------- ----------

Level I Status 0% 1.00% 0.125%

Level II Status 1.125% 0.15%

Level III Status 0% 1.25% 0.15%

Level IV Status 0% 1.375% 0.20%

Level V Status 0% 1.4% 0.20%

Base Rate Eurodollar Commitment
Loans Rate Loans Fee
--------- ---------- ----------

Level VI Status 0% 1.5% 0.20%

Level VII Status 0.125% 1.625% 0.25%

Level VIII 0.25% 1.75% 0.30%

"Applicable Margin Reset Date" shall mean the 45th day
following the end of the most recent Fiscal Quarter.

"Asset Sale" means any sale, conveyance, transfer, assignment,
lease or other disposition (including, without limitation, by merger or
consolidation, and by condemnation, eminent domain, loss, damage, or
destruction, and whether by operation of law or otherwise) by the Borrower or
any of its Subsidiaries to any Person (other than to Borrower or any of its
Subsidiaries) of any Stock of any of its Subsidiaries, any Stock Equivalents of
any of its Subsidiaries or any Hotel, but excluding Operating Leases.

"Assignment and Acceptance" means an assignment and acceptance
entered into by a Lender and an Eligible Assignee, and accepted by the
Administrative Agent, in substantially the form of Exhibit E.

"Available Credit" means, at any time, an amount equal to (a)
the lower of (i) the then effective Commitments of the Lenders and (ii) the
Borrowing Base at such time less the sum of any Indebtedness of the Borrower or
any of its Subsidiaries plus their respective Pro Rata Shares of Indebtedness
of their Eligible Joint Ventures (excluding (A) Indebtedness evidenced by the
Notes, (B) Indebtedness secured by first priority mortgages on Hotels provided
that with respect to each such secured Indebtedness the ratio of such
Indebtedness to the Borrower's Investment in such Hotel, is less than 65%, (C)
Non-Recourse Indebtedness, and (D) Borrower's Capitalized Lease Obligations in
connection with the St. ▇▇▇▇ Lease), minus (b) the sum of (x) the aggregate of
the outstanding principal amount of the Loans at such time and (y) the Letter
of Credit Outstandings.

"Base Rate" means, for any period, a fluctuating interest rate
per annum as shall be in effect from time to time, which rate per annum shall
be equal at all times to the higher of:

(a) the rate of interest announced publicly by Chase at its
principal office, from time to time, as Chase's base rate; and

(b) the sum (adjusted to the nearest 1/8 of one percent or, if
there is no nearest 1/8 of one percent, to the next higher 1/8 of one percent)
of (i) 1/2 of one percent per annum plus (ii) the Federal Funds Rate.

"Base Rate Loan" means any outstanding principal amount of the
Loans of any Lender that bears interest with reference to the Base Rate, other
than Swing Advances.

"Borrower's Investment" means, with respect to any Hotel, the
Borrower's or any of its Subsidiaries' investment in such Hotel (including all
investments constituting, evidencing or secured by an interest in property,
whether tangible or intangible and whether real, personal or mixed, that is
used or intended for use in, or in any manner connected with or relating to,
the ownership or leasing of such Hotel, specifically including, without
limitation, investments in Subsidiaries and Unconsolidated Entities owning or
leasing Hotels), at cost, on a consolidated basis, provided that in determining
the cost of such investments, there shall be included (i) the amount of all
cash paid and the value (as determined by the Board of Directors of FelCor for
purposes of such investment) of any other property transferred therefor by the
Borrower or its Subsidiary, (ii) the amount of all indebtedness and other
obligations assumed or incurred by the Borrower or its Subsidiary or to which
the Borrower or its Subsidiary takes subject, and (iii) the value (as
determined by the Board of Directors of FelCor for the purposes of such
investment) of all equity securities of which the issuer is an entity that is,
or upon such investment will be, included within the Borrower or its Subsidiary
and which are issued (otherwise than for cash) to, or retained by, any person
other than the Borrower or its Subsidiary in connection with such investment.
For purposes of this definition only "indebtedness" of the Borrower or its
Subsidiary shall mean the consolidated liabilities of the Borrower and its
Subsidiaries for borrowed money (including all notes payable and drafts
accepted representing extensions of credit) and all obligations evidenced by
bonds, debentures, notes or other similar instruments on which interest charges
are customarily paid, including obligations under Capitalized Leases.

"Borrowing" means a borrowing consisting of Loans made on the
same day by the Lenders ratably according to their respective Commitments.

"Borrowing Base" means, at any time, the sum of 50% of the
Aggregate Value of Eligible Hotels.

"Borrowing Base Certificate" means a certificate of the
Borrower substantially in the form of Exhibit F.

"Business Day" means a day of the year on which banks are not
required or authorized to close in New York City and California and, if the
applicable Business Day relates to a Eurodollar Rate Loan, a day on which
dealings are also carried on in the London interbank market.

"Capital Expenditures" means, for any Person for any period,
the aggregate of all expenditures by such Person and its Subsidiaries, except
interest capitalized during construction, during such period for property,
plant or equipment, including, without limitation, renewals, improvements,
replacements and capitalized repairs, that would be reflected as additions to
property, plant or equipment on a consolidated balance sheet of such Person and
its Subsidiaries prepared in conformity with GAAP. For the purpose of this
definition, the purchase price of equipment which is acquired simultaneously
with the trade-in of existing equipment owned by such Person or any of its
Subsidiaries or with insurance proceeds shall be included in Capital
Expenditures only to the extent of the gross amount of such purchase price less
the credit granted by the seller of such equipment being traded in at such time
or the amount of such proceeds, as the case may be.

"Capitalized Lease" means, as to any Person, any lease of
property by such Person as lessee which would be capitalized on a balance sheet
of such Person prepared in conformity with GAAP.

"Capitalized Lease Obligations" means, as to any Person, the
capitalized amount of all obligations of such Person or any of its Subsidiaries
under Capitalized Leases, as determined on a consolidated basis in conformity
with GAAP.

"Cash" shall mean coin or currency of the United States of
America or immediately available federal funds.

"Cash Equivalents" means (i) securities with maturities of one
year or less from the date of acquisition issued or fully guaranteed or insured
by the United States government or any agency thereof, (ii) certificates of
deposit, eurodollar time deposits, overnight bank deposits and bankers'
acceptances of any commercial bank organized under the laws of the United
States, or any State thereof, and having total assets in excess of
$5,000,000,000 having maturities of one year or less from the date of
acquisition, and (iii) commercial paper of an issuer rated at least "A-1" by
S&P or "P-1" by Moody's, or carrying an equivalent rating by a nationally
recognized rating agency if both of the two named rating agencies cease
publishing ratings of investments.

"Closing Date" means September 30, 1996.

"Code" means the Internal Revenue Code of 1986 (or any
successor legislation thereto), as amended from time to time.

"Commitment" means, as to each Lender, the commitment of such
Lender to make Loans to the Borrower pursuant to Section 2.1 in the aggregate
principal amount outstanding not to exceed the amount set forth opposite such
Lender's name on Schedule I under the caption "Commitment", as such amount may
be reduced or modified pursuant to this Agreement, and "Commitments" means the
aggregate Commitments of all Lenders.

"Commitment Fee" has the meaning specified in Section 2.4(a).

"Contingent Obligation" means, as applied to any Person, any
direct or indirect liability, contingent or otherwise, of such Person with
respect to any Indebtedness or Contractual Obligation of another Person, if the
purpose or intent of such Person in incurring the Contingent Obligation is to
provide assurance to the obligee of such Indebtedness or Contractual Obligation
that such Indebtedness or Contractual Obligation will be paid or discharged, or
that any agreement relating thereto will be complied with, or that any holder
of such Indebtedness or Contractual Obligation will be protected (in whole or
in part) against loss in respect thereof. Contingent Obligations of a Person
include, without limitation, (a) the direct or indirect guarantee, endorsement
(other than for collection or deposit in the ordinary course of business),
co-making, discounting with recourse or sale with recourse

by such Person of an obligation of another Person (including, in the case of
any Guarantor, its obligations under its Subsidiary Guaranty), and (b) any
liability of such Person for an obligation of another Person through any
agreement (contingent or otherwise) (i) to purchase, repurchase or otherwise
acquire such obligation or any security therefor, or to provide funds for the
payment or discharge of such obligation (whether in the form of a loan,
advance, stock purchase, capital contribution or otherwise), (ii) to maintain
the solvency or any balance sheet item, level of income or financial condition
of another Person, (iii) to make take-or-pay or similar payments, if required,
regardless of non-performance by any other party or parties to an agreement,
(iv) to purchase, sell or lease (as lessor or lessee) property, or to purchase
or sell services, primarily for the purpose of enabling the debtor to make
payment of such obligation or to assure the holder of such obligation against
loss, or (v) to supply funds to or in any other manner invest in such other
Person (including, without limitation, to pay for property or services
irrespective of whether such property is received or such services are
rendered), if in the case of any agreement described under subclause (i), (ii),
(iii), (iv) or (v) of this sentence the primary purpose or intent thereof is as
described in the preceding sentence. Anything herein to the contrary
notwithstanding, no agreement entered into by the Borrower or any of its
Subsidiaries or Unconsolidated Entities with respect to its acquisition of any
direct or indirect interest in any Hotel shall, prior to the satisfaction in
full of all conditions precedent to the obligations of such Person pursuant to
the agreement, be deemed or construed to constitute a "Contingent Obligation"
or "Indebtedness" of such Person hereunder, provided that pursuant to any such
agreement, the Borrower or its Subsidiary or Unconsolidated Entity is not
liable or responsible for, and does not assume any, development or construction
risks. The amount of any Contingent Obligation shall be equal to the amount of
the obligation so guaranteed or otherwise supported.

"Contractual Obligation" of any Person means any obligation,
agreement, undertaking or similar provision of any security issued by such
Person or of any agreement (including, without limitation, any management or
franchise agreement), undertaking, contract, lease, indenture, mortgage, deed
of trust or other instrument (excluding a Loan Document) to which such Person
is a party or by which it or any of its property is bound or to which any of
its properties is subject.

"Default" means any event which with the passing of time or
the giving of notice or both would become an Event of Default.

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

"DOL" means the United States Department of Labor, or any
successor thereto.

"Dollars" and the sign "$" each mean the lawful money of the
United States of America.

"Domestic Lending Office" means, with respect to any Lender,
the office of such Lender specified as its "Domestic Lending Office" opposite
its name on Schedule II or such other office of such Lender as such Lender may
from time to time specify to the Borrower and the Administrative Agent.

"Drawing" shall have the meaning provided in Section 2.21(a).

"DT" shall mean DT Management, Inc. or any Person controlled
by Doubletree Hotels Corporation, that is a Manager.

"EBITDA" means, for any Person for any period, the Net Income
(Loss) of such Person for such period taken as a single accounting period, plus
(a) the sum of the following amounts of such Person and its Subsidiaries for
such period determined on a consolidated basis in conformity with GAAP to the
extent included in the determination of such Net Income (Loss): (i)
depreciation expense, (ii) amortization expense and other non-cash charges,
(iii) interest expense, (iv) income tax expense, (v) extraordinary losses (and
other losses on Asset Sales not otherwise included in extraordinary losses
determined on a consolidated basis in conformity with GAAP), and (vi) minority
interests attributable to FelCor LP's partnership units, less (b) the sum of
the following amounts of such Person and its Subsidiaries determined on a
consolidated basis in conformity with GAAP to the extent included in the
determination of such Net Income (Loss): (i) extraordinary gains (and in the
case of the Borrower, other gains on Asset Sales not otherwise included in
extraordinary gains determined on a consolidated basis in conformity with
GAAP), (ii) the applicable share of Net Income (Loss) of such Person's
Unconsolidated Entities; plus (c) such Person's Pro

Rata Share of EBITDA of such Person's Unconsolidated Entities.

"Effective Date" has the meaning specified in Section 3.1.

"Eligible Assignee" means (i) a commercial bank organized
under the laws of the United States, or any State thereof, and having total
assets in excess of $5,000,000,000; (ii) a commercial bank organized under the
laws of any other country which is a member of the OECD, or a political
subdivision of any such country, and having total assets in excess of
$5,000,000,000, provided that such bank is acting through a branch or agency
located in the country in which it is organized or another country which is
also a member of the OECD or the Cayman Islands; (iii) the central bank of any
country which is a member of the OECD; corporation organized under the laws of
the United States, or any State thereof, and having total assets in excess of
$3,000,000,000; (iv) an insurance company organized under the laws of the
United States, or any State thereof, and having total assets in excess of
$5,000,000,000; (v) any Lender; (vi) any Affiliate of any Lender; and (vii) any
Person other than an Affiliate of a Loan Party, in each case acceptable (a) to
the Administrative Agent, and (b) provided no Default or Event of Default
exists, to the Borrower, which acceptance will not be unreasonably withheld,
conditioned or delayed.

"Eligible Entity" shall mean any Eligible Joint Venture in
which the Borrower owns, directly or indirectly, at least a 90% equity interest
and the remainder of such equity interest is owned by either (i) Promus, (ii)
DT, or (iii) Sheraton, provided, however, such Eligible Joint Venture shall
only be an Eligible Entity if (i) Borrower (x) is the sole general partner (or
equivalent) in such Eligible Joint Venture or (y) owns directly or indirectly
at least 90% of the Stock of the sole general partner (or equivalent) in such
Eligible Joint Venture and all other Stock of such sole general partner (or
equivalent) which is not owned by Borrower is owned by either Promus, DT or
Sheraton, (ii) such sole general partner (or equivalent) is the only Person who
can unilaterally authorize the sale or encumbrance of the assets of such
Eligible Joint Venture (iii) Borrower alone controls the sole general partner
(or equivalent) and (iv) such Eligible Joint Venture has no debt other than
unsecured trade debt incurred in the the ordinary course of business. For the
purposes of this definition, "control" means the possession of the power to
direct or cause the direction of

management and policies of such Person (including without limitation the power
to authorize the sale or encumbrance of the assets of such Person), whether
through the ownership of voting securities, by contract or otherwise.

"Eligible Hotels" means, collectively, (a) such of the Hotels
owned or leased by the Borrower or any of its direct or indirect wholly-owned
Subsidiaries, and (b) such of the Joint Venture Hotels, as shall meet at any
time and from time to time, each of the following minimum criteria:

(a) such Hotel is Unencumbered;

(b) such Hotel is free of all material structural and
title defects and other material adverse matters;

(c) such Hotel is, as of the date upon which such Hotel
is included in the Aggregate Value and as of the end
of each succeeding Fiscal Quarter, (i) in compliance,
in all material respects, with all applicable
Environmental Laws, and (ii) not subject to any
material Environmental Liabilities and Costs, in each
case as initially verified by a written report of an
environmental consultant reasonably acceptable to the
Administrative Agent;

(d) such Hotel is fully-operating with less than 20% of
"keys" out of service due to casualty or condemnation
loss or as a consequence of a material structural
repair, alteration or addition;

(e) such Hotel is (i) leased to the Operating Lessee
pursuant to an Operating Lease, (ii) managed by a
Manager pursuant to a Management Agreement, and (iii)
operated pursuant to and has the benefit of, a
License; and no material defaults exist under such
Operating Lease, Management Agreement or License;

(f) such Hotel is (i) owned in fee simple or (ii) leased
pursuant to a Qualified Lease in favor of, the
Borrower or its direct or indirect wholly-owned
Subsidiary or an Eligible Joint Venture;

provided that, if a Joint Venture Hotel is owned by an Eligible Joint Venture
which owns more than a single Hotel, such Joint Venture Hotel shall only be an
Eligible Hotel if it satisfies all of the requirements set forth in
subparagraphs (a) through (f) above and all other Hotels owned by such Eligible
Joint Venture satisfy the conditions set forth in subparagraphs (a) and (c)
above.

"Eligible Hotel Documents" means, with respect to any Eligible
Hotel, the following documents:

(i) A description of such Hotel, such description
to include the age, location and number of rooms or suites of
such Hotel;

(ii) Details of the Borrower's Investment in such
Hotel and, if such Hotel has been owned for more than four (4)
Fiscal Quarters or more, details of the Adjusted NOI of such
Hotel for the prior four (4) Fiscal Quarters;

(iii) A copy of the most recent ALTA Owner's Policy
of Title Insurance (or commitment to issue such a policy to
the Loan Party (or Eligible Joint Venture) owning or to own
such Hotel) relating to such Hotel showing the identity of the
fee titleholder thereto and all matters of record as of its
date;

(iv) Copies of each of the Operating Lease,
Management Agreement and License relating to such Hotel;

(v) Copies of all engineering, mechanical,
structural and maintenance studies performed by third party
consultants with respect to such Hotel;

(vi) A "Phase I" environmental assessment of such
Hotel prepared by an environmental engineering firm acceptable
to the Administrative Agent, and any additional environmental
studies or assessments available to the Borrower performed
with respect to such Hotel;

(vii) If such Hotel is owned pursuant to a Qualified Lease,
a copy of such Lease together with all and any amendments
thereto or modifications thereof;

(viii) A Borrowing Base Certificate setting forth on
a pro forma basis the Available Credit assuming that such
Hotel is accepted as an Eligible Hotel for the purposes of the
Borrowing Base; and

(ix) Such other information as the Administrative
Agent may reasonably request in order to evaluate the Hotel.

"Eligible Joint Venture" means any joint venture, corporation,
partnership or other business entity in which the Borrower (i) owns directly or
indirectly a JV% of at least 50% and (ii) except in the case of Eligible
Entities, is (or owns directly or indirectly all of the voting Stock of) the
managing general partner or equivalent thereof for such entity.

"Environmental Claim" means any accusation, allegation, notice
of violation, action, claim, Environmental Lien, demand, abatement or other
Order or direction (conditional or otherwise) by any Governmental Authority or
any other Person for personal injury (including sickness, disease or death),
tangible or intangible property damage, damage to the environment, nuisance,
pollution, contamination or other adverse effects on the environment, or for
fines, penalties or restriction, resulting from or based upon (i) the
existence, or the continuation of the existence, of a Release (including,
without limitation, sudden or non-sudden accidental or non-accidental Releases)
of, or exposure to, any Hazardous Material or other nuisance (to the extent the
same relates to any Hazardous Materials), or other Release in, into or onto the
environment (including, without limitation, the air, soil, surface water or
groundwater) at, in, by, from or related to any property owned or leased by the
Borrower or any of its Subsidiaries or Eligible Joint Ventures or any
activities or operations thereof; (ii) the environmental aspects of the
transportation, storage, treatment or disposal of Hazardous Materials in
connection with any property owned or leased by the Borrower or any of its
Subsidiaries or Eligible Joint Ventures or their operations or facilities; or
(iii) the violation, or alleged violation, of any Environmental Laws, Orders or
Environmental Permits of or from any Governmental Authority relating to
environmental matters connected with any property owned or leased by the
Borrower or any of its Subsidiaries or Eligible Joint Ventures.

"Environmental Laws" means any applicable federal, state,
local or foreign law (including common law), statute, code, ordinance, rule,
regulation or other requirement having the force or effect of law relating to
the environment, natural resources, or public or employee health and safety and
includes, without limitation, the Comprehensive Environmental Response,
Compensation, and Liability Act ("CERCLA"), 42 U.S.C. Section 9601 et seq.,
the Hazardous Materials Transportation Act, 49 U.S.C. Section 1801 et seq.,
the Federal Insecticide, Fungicide, and Rodenticide Act, 7 U.S.C. Section 136
et seq., the Resource Conservation and Recovery Act ("RCRA"), 42 U.S.C. Section
6901 et seq., the Toxic Substances Control Act, 15 U.S.C. Section 2601 et
seq., the Clean Air Act, 42 U.S.C. Section 7401 et seq., the Clean Water Act,
33 U.S.C. Section 1251 et seq., the Occupational Safety and Health Act,
29 U.S.C. Section 651 et seq. (to the extent the same relates to any Hazardous
Materials), and the Oil Pollution Act of 1990, 33 U.S.C. Section 2701 et seq.,
as such laws have been amended or supplemented, and the regulations promulgated
pursuant thereto, and all analogous state and local statutes.

"Environmental Liabilities and Costs" means, as to any Person,
all liabilities, obligations, responsibilities, Remedial Actions, losses,
damages, punitive damages, consequential damages, treble damages, costs and
expenses (including, without limitation, all reasonable fees, disbursements and
expenses of counsel, experts and consultants and costs of investigation and
feasibility studies), fines, penalties, sanctions and interest incurred as a
result of any claim or demand by any other Person, whether based in contract,
tort, implied or express warranty, strict liability, criminal or civil statute,
including, without limitation, any thereof arising under any Environmental Law,
Environmental Permit, order or agreement with any Governmental Authority or
other Person, and which relate to any environmental, health or safety
condition, or a Release or threatened Release, and result from the past,
present or future operations of, or ownership of property by, such Person or
any of its Subsidiaries or Eligible Joint Ventures.

"Environmental Lien" means any Lien in favor of any
Governmental Authority arising under any Environmental Law.

"Environmental Permit" means any Permit required under any
applicable Environmental Laws or Order and all supporting documents associated
therewith.

"ERISA" means the Employee Retirement Income Security Act of
1974 (or any successor legislation thereto), as amended from time to time.

"ERISA Affiliate" means any trade or business (whether or not
incorporated) under common control or treated as a single employer with any
Loan Party within the meaning of Section 414 (b), (c), (m) or (o) of the Code.

"ERISA Event" means (i) an event described in Sections
4043(c)(1), (2), (3), (5), (6), (8) or (9) of ERISA with respect to a Pension
Plan; (ii) the withdrawal of any Loan Party or any ERISA Affiliate from a
Pension Plan subject to Section 4063 of ERISA during a plan year in which it
was a substantial employer, as defined in Section 4001(a)(2) of ERISA; (iii)
the complete or partial withdrawal of any Loan Party or any ERISA Affiliate
from any Multiemployer Plan or the insolvency of any Multiemployer Plan; (iv)
the filing of a notice of intent to terminate a Pension Plan or the treatment
of a plan amendment as a termination under Section 4041 of ERISA; (v) the
institution of proceedings by the PBGC to terminate or appoint a trustee to
administer a Pension Plan or Multiemployer Plan; (vi) the failure to make any
required contribution to a Pension Plan; (vii) any other event or condition
which might reasonably be expected to constitute grounds under Section 4042 of
ERISA for the termination of, or the appointment of a trustee to administer,
any Pension Plan or Multiemployer Plan; (viii) the imposition of any liability
under Title IV of ERISA, other than for PBGC premiums due but not delinquent
under Section 4007 of ERISA; (ix) a prohibited transaction (as described in
Code Section 4975 or ERISA Section 406) shall occur with respect to any Plan;
or (x) any Loan Party or ERISA Affiliate shall request a minimum funding waiver
from the IRS with respect to any Pension Plan.

"Eurodollar Lending Office" means, with respect to any Lender,
the office of such Lender specified as its "Eurodollar Lending Office" below
its name on Schedule II (or, if no such office is specified, its Domestic
Lending Office) or such other office of such Lender as such Lender may from
time to time specify to the Borrower and the Administrative Agent.

"Eurodollar Rate" means, for any Interest Period, an interest
rate per annum equal to the rate per annum obtained by multiplying (a) a rate
per annum equal to the rate for U.S. dollar deposits with maturities comparable
to such Interest Period which appears on Telerate Page 3750 as

of 11:00 a.m., London time, two (2) Business Days prior to the commencement of
such Interest Period, provided, however, that if such rate does not appear on
Telerate Page 3750, the "Eurodollar Rate" applicable to a particular Interest
Period shall mean a rate per annum equal to the rate at which U.S. dollar
deposits in an amount approximately equal to the Principal Balance (or the
portion thereof which will bear interest at a rate determined by reference to
the Eurodollar Rate during the Interest Period to which such Eurodollar Rate is
applicable in accordance with the provisions hereof), and with maturities
comparable to the last day of the Interest Period with respect to which such
Eurodollar Rate is applicable, are offered in immediately available funds in
the London Interbank Market to the London office of Chase by leading banks in
the Eurodollar market at 11:00 a.m., London time, two (2) Business Days prior
to the commencement of the Interest Period to which such Eurodollar Rate is
applicable, by (b) a fraction (expressed as a decimal) the numerator of which
shall be the number one and the denominator of which shall be the number one
minus the Eurodollar Rate Reserve Percentage for such Interest Period.

"Eurodollar Rate Loan" means any outstanding principal amount
of the Loans of any Lender that, for an Interest Period, bears interest at a
rate determined with reference to the Eurodollar Rate.

"Eurodollar Rate Reserve Percentage" for any Interest Period
means the aggregate reserve percentages (expressed as a decimal) from time to
time established by the Board of Governors of the Federal Reserve System of the
United States and any other banking authority to which any of the Lenders are
now or hereafter subject, including, but not limited to any reserve on
Eurocurrency Liabilities as defined in Regulation D of the Board of Governors
of the Federal Reserve System of the United States at the ratios provided in
such Regulation from time to time, it being agreed that any portion of the
Principal Balance bearing interest at a rate determined by reference to the
Eurodollar Rate shall be deemed to constitute Eurocurrency Liabilities, as
defined by such Regulation, and it being further agreed that such Eurocurrency
Liabilities shall be deemed to be subject to such reserve requirements without
benefit of or credit for prorations, exceptions or offsets that may be
available to any of the Lenders from time to time under such Regulation and
irrespective of whether such Lender actually maintains all or any portion of
such reserve.

"Existing Guarantors" means (i) FelCor/CSS Hotels, L.L.C., a
Delaware limited liability company, (ii) FelCor/LAX Hotels, L.L.C., a Delaware
limited liability company, (iii) FelCor/CSS Holdings, L.P., a Delaware limited
partnership, (iv) FelCor/St. ▇▇▇▇ Holdings, L.P., a Delaware limited
partnership, (v) FelCor/LAX Holdings, L.P., a Delaware limited partnership and
(vi) FelCor Eight Hotels L.L.C., a Delaware limited liability company.

"Existing Subsidiary Guaranty" means each Subsidiary Guaranty
dated as of the Closing Date and executed by each Existing Guarantor in favor
of the Lenders, as reaffirmed and ratified pursuant to that certain
Reaffirmation and Ratification of Subsidiary Guaranties dated as of the
Effective Date and executed by the Existing Guarantors in favor of the Lenders.

"Event of Default" has the meaning specified in Section 8.1.

"$100MM Facility" means that certain revolving credit facility
in the aggregate principal sum of $100,000,000 made by Boatmen's National Bank
of Oklahoma, as Agent for certain banks, as lenders, in favor of the Borrower,
as borrowers.

"Facing Fee" shall have the meaning provided in Section
2.4(c).

"Federal Funds Rate" means, for any period, a fluctuating
interest rate per annum equal for each day during such period to the weighted
average of the rates on overnight Federal funds transactions with members of
the Federal Reserve System arranged by Federal funds brokers, as published for
such day (or, if such day is not a Business Day, for the next preceding
Business Day) by the Federal Reserve Bank of New York, or, if such rate is not
so published for any day which is a Business Day, the average of the quotations
for such day on such transactions received by the Administrative Agent from
three Federal funds brokers of recognized standing selected by it.

"FF&E Reserve" means, for any Person (or with respect to any
Hotel) for any period, a reserve equal to four percent (4%) of Suite Revenues
from any Hotel owned by such Person (or from such Hotel), for such Period,
plus, (a) for any Person, such Person's Pro Rata Share of any FF&E Reserve for
any Hotel owned by such Person's Unconsolidated Entities or, (b) with respect
to any Joint Venture Hotel,

the FF&E Reserve for such Joint Venture Hotel multiplied by the applicable JV%.

"Final Maturity Date" means October 1, 2000.

"Fiscal Quarter" means each of the three month periods ending
on March 31, June 30, September 30 and December 31.

"Fiscal Year" means the twelve month period ending on December
31.

"Fixed Charges" means, for any Person for any period, (a)
Gross Interest Expense for such period plus (b) the aggregate amount of
scheduled principal payments on the Total Indebtedness of such Person
(excluding optional prepayments and scheduled principal payments in respect of
any such Total Indebtedness which is payable in a single installment at final
maturity) required to be made during such period plus (c) dividends required to
be paid by such Person in connection with preferred Stock issued by such
Person.

"Free Cash Flow" means, for any Person for any period, the
Adjusted Funds From Operations for such period less (a) the aggregate FF&E
Reserves for such Person and its Subsidiaries for such period, and (b) the
aggregate amount of scheduled principal payments on the Total Indebtedness of
such Person (excluding optional prepayments and scheduled principal payments in
respect of any such Indebtedness which is payable in a single installment at
final maturity) required to be made during such period.

"GAAP" means generally accepted accounting principles in the
United States of America as in effect from time to time set forth in the
opinions and pronouncements of the Accounting Principles Board and the American
Institute of Certified Public Accountants and the statements and pronouncements
of the Financial Accounting Standards Board, or in such other statements by
such other entity as may be in general use by significant segments of the
accounting profession, which are applicable to the circumstances as of the date
of determination except that, for purposes of Articles V and VII, GAAP shall be
determined on the basis of such principles in effect on the date hereof and
consistent with those used in the preparation of the audited financial
statements referred to in Section 4.5.

"Governmental Authority" means any nation or government, any
state or other political subdivision thereof and any entity duly exercising
executive, legislative, judicial, regulatory or administrative functions of or
pertaining to government.

"Gross Interest Expense" means, for any Person for any period,
the sum of (a) the total interest expense in respect of all Indebtedness
(excluding all Contingent Obligations) of such Person and its Subsidiaries for
such period determined on a consolidated basis in conformity with GAAP, plus
capitalized interest of such Person and its Subsidiaries, plus (b) such
Person's Pro Rata Share of Gross Interest Expense of such Person's
Unconsolidated Entities.

"Guarantor" means each direct and indirect wholly owned
Subsidiary of the Borrower, comprising, as of the date hereof, the Existing
Guarantors.

"Hazardous Material" means any substance, material or waste
which is regulated by any Governmental Authority of the United States as a
"hazardous waste," "hazardous material," "hazardous substance," "extremely
hazardous waste," "restricted hazardous waste," "contaminant," "toxic waste,"
"toxic substance" or words of similar meaning or import under any provision of
Environmental Law, which includes, but is not limited to, petroleum, petroleum
products, asbestos, urea formaldehyde and polychlorinated biphenyls.

"Hotel" means any Real Estate or Lease comprising an operating
facility offering hotel or other lodging services.

"Improvements" has the meaning specified in Section 4.22(c).

"Indebtedness" of any Person means, without duplication, the
principal amount of (i) all indebtedness of such Person for borrowed money
(including, without limitation, reimbursement and all other obligations with
respect to surety bonds, letters of credit and bankers' acceptances, whether or
not matured) or for the deferred purchase price of property or services, (ii)
all obligations of such Person evidenced by notes, bonds, debentures or similar
instruments (including, in the case of the Borrower, the Loans outstanding),
(iii) all indebtedness of such Person created or arising under any conditional
sale or other title retention agreement with respect to property

acquired by such Person (even though the rights and remedies of the seller or
lender under such agreement in the event of default are limited to repossession
or sale of such property), (iv) all Capitalized Lease Obligations of such
Person, (v) all Contingent Obligations of such Person, (vi) all obligations of
such Person to purchase, redeem, retire, defease or otherwise acquire for value
(other than for other equity securities) any Stock or Stock Equivalents of such
Person, valued, in the case of mandatorily redeemable preferred stock, at the
greater of its voluntary or involuntary liquidation preference plus accrued and
unpaid dividends, (vii) all Indebtedness referred to in clause (i), (ii),
(iii), (iv), (v) or (vi) above secured by (or for which the holder of such
Indebtedness has an existing right, contingent or otherwise, to be secured by)
any Lien upon or in property (including, without limitation, accounts and
general intangibles) owned by such Person, even though such Person has not
assumed or become liable for the payment of such Indebtedness, and (viii) all
liabilities of such Person under Title IV of ERISA.

"Indemnitees" has the meaning specified in Section 10.4.

"Interest Period" means, (a) in the case of any Eurodollar
Rate Loan, (i) initially, the period commencing on the date such Eurodollar
Rate Loan is made or on the date of conversion of a Base Rate Loan to such
Eurodollar Rate Loan and ending one, two, three or six months thereafter, as
selected by the Borrower in its Notice of Borrowing or Notice of Conversion or
Continuation given to the Administrative Agent pursuant to Section 2.3 or 2.8,
and (ii) thereafter, if such Loan is continued, in whole or in part, as a
Eurodollar Rate Loan pursuant to Section 2.8, a period commencing on the last
day of the immediately preceding Interest Period therefor and ending one, two,
three or six months thereafter, as selected by the Borrower in its Notice of
Conversion or Continuation given to the Administrative Agent pursuant to
Section 2.8; provided, however, that:

(A) if any Interest Period would otherwise end on a
day which is not a Business Day, such Interest Period shall be
extended to the next succeeding Business Day, unless the
result of such extension would be to extend such Interest
Period into another calendar month, in which event such
Interest Period shall end on the immediately preceding
Business Day;

(B) any Interest Period that begins on the last
Business Day of a calendar month (or on a day for which there
is no numerically corresponding day in the calendar month at
the end of such Interest Period) shall end on the last
Business Day of a calendar month;

(D) Intentionally Omitted.

(E) the Borrower may not select any Interest Period
in respect of Loans having an aggregate principal amount of
less than $5,000,000; and

(F) there shall be outstanding at any one time no
more than twelve (12) Interest Periods in the aggregate.

"Interest Rate Contracts" means interest rate swap agreements,
interest rate cap agreements, interest rate collar agreements, interest rate
insurance, and other agreements or arrangements designed to provide protection
against fluctuations in interest rates.

"Investment" means, with respect to any Person, (a) any loan
or advance to any other Person, (b) the ownership, purchase or other
acquisition of, any Stock, Stock Equivalents, other equity interest,
obligations or other securities of, (i) any other Person, (ii) or all or
substantially all of the assets of any other Person, or (iii) all or
substantially all of the assets constituting the business of a division, branch
or other unit operation of any other Person, or (c) any joint venture or
partnership with, or any capital contribution to, or other investment in, any
other Person or any real property.

"Issuing Lender" shall mean Chase.

"IRS" means the Internal Revenue Service, or any successor
thereto.

"Joint Venture Hotel" means any Hotel owned by an Eligible
Joint Venture

"JV%" means, with respect to any Eligible Joint Venture, the
percentage ownership interest of Borrower in such Eligible Joint Venture.

"L/C Supportable Obligations" shall mean (i) obligations of
the Borrower, or any of its wholly-owned Subsidiaries incurred in the ordinary
course of business with respect to insurance obligations and workers'
compensation, surety bonds and other similar statutory obligations (ii) ▇▇▇▇▇▇▇
money or performance obligations in respect of acquisitions permitted pursuant
to the terms of this Agreement and (iii) such other obligations of the
Borrower, or any of its wholly-owned Subsidiaries as are permitted to exist
pursuant to the terms of this Agreement.

"Leases" means, with respect to the Borrower or any of its
Subsidiaries or Eligible Joint Ventures, all of those leasehold estates in real
property owned by the Borrower or such Subsidiary or Eligible Joint Venture, as
lessee, as such may be amended, supplemented or otherwise modified from time to
time to the extent permitted by this Agreement.

"Legal Proceedings" means any judicial, administrative or
arbitral actions, suits, proceedings (public or private) or governmental
proceedings.

"Letter of Credit" shall have the meaning provided in Section
2.18(a).

"Letter of Credit Fee" shall have the meaning provided in
Section 2.4(b).

"Letter of Credit Outstandings" shall mean, at any time, the
sum of (i) the aggregate Stated Amount of all outstanding Letters of Credit and
(ii) the amount of all Unpaid Drawings.

"Letter of Credit Request" shall have the meaning provided in
Section 2.19(a).

"Leverage Ratio" shall mean, at any date, a fraction
(expressed as a percentage) the numerator of which is Total Indebtedness, on
such date, and the denominator of which is Total Value, on such date.

"License" means either (x) an agreement in favor of either the
Borrower or the Operating Lessee as licensee, permitting the use of hotel
system trademarks, trade names and any related rights in connection with the
ownership or operation of any Hotel or (y) a Management Agreement, provided the
Manager under such Management Agreement owns the rights to hotel system
trademarks, trade names and any

related rights in connection with the ownership or operation of any Hotel.

"Lien" means any mortgage, deed of trust, pledge,
hypothecation, assignment, deposit arrangement, encumbrance, lien (statutory or
other), security interest or preference, priority or other security agreement
or preferential arrangement of any kind or nature whatsoever intended to assure
payment of any Indebtedness or other obligation, including, without limitation,
any conditional sale or other title retention agreement, the interest of a
lessor under a Capitalized Lease Obligation, any financing lease having
substantially the same economic effect as any of the foregoing, and the filing,
under the Uniform Commercial Code or comparable law of any jurisdiction, of any
financing statement naming the owner of the asset to which such Lien relates as
debtor.

"Loan" or "Loans" means the revolving credit loan or loans
made or to be made by a Lender to the Borrower pursuant to Article II.

"Loan Documents" means, collectively, this Agreement, the
Notes, the Subsidiary Guaranties and each certificate, agreement or document
executed by a Loan Party and delivered to the Administrative Agent or any
Lender in connection with or pursuant to any of the foregoing.

"Loan Party" means each of the Borrower and each Guarantor.

"Majority Lenders" means, at any time, Lenders holding at
least 51% of the then aggregate unpaid principal amount of Loans (excluding
Loans held by Non-Funding Lenders) or, if no such Loans are then outstanding,
Lenders having at least 51% of the Commitments of all Lenders (excluding
Non-Funding Lenders).

"Management Agreement" means an agreement relating to the
operation and/or management of any Hotel between the Operating Lessee and the
Manager.

"Manager" means Promus, DT, Sheraton, American General
Hospitality, Inc., Coastal Hotel Group, Inc., or such other manager as shall be
reasonably approved by the Borrower and engaged by the Operating Lessee, as
manager under the Management Agreement.

"Material Adverse Change" means a material adverse change in
any of (i) the condition (financial or otherwise), business, performance,
prospects, operations or properties of (A) any Borrower, (B) the Borrower and
its Subsidiaries taken as one enterprise or (C) DJONT (ii) the legality,
validity or enforceability of any Loan Document, or any material Operating
Lease or the Operating Leases taken as a whole, (iii) the ability of the
Borrower or its Significant Subsidiaries to repay the Obligations or to perform
its obligations under any Loan Document, (iv) the ability of DJONT to perform
its obligations under any material Operating Lease or the Operating Leases
taken as a whole, or (v) the rights and remedies of the Lenders or the
Administrative Agent under the Loan Documents.

"Material Adverse Effect" means an effect that results in or
causes, or has a reasonable likelihood of resulting in or causing, a Material
Adverse Change.

"Minimum Tangible Net Worth" means, with respect to the
Borrower, at any time, the sum of (a) $825,000,000.00; plus (b) 50% of the
aggregate net proceeds received by the Borrower or any of its Subsidiaries
after June 30, 1997 in connection with any offering of Stock or Stock
Equivalents of the Borrower and its Subsidiaries taken as a whole.

"Moody's" means ▇▇▇▇▇'▇ Investor Service Inc.

"Multiemployer Plan" means, as of any applicable date, a
multiemployer plan, as defined in Section 4001(a)(3) of ERISA, and to which any
Loan Party, any of its Subsidiaries or any ERISA Affiliate is making, is
obligated to make, or within the six-year period ending at such date, has made
or been obligated to make, contributions on behalf of participants who are or
were employed by any of them.

"Net Income (Loss)" means, for any Person for any period, the
aggregate of net income (or loss) of such Person and its Subsidiaries for such
period, determined on a consolidated basis in conformity with GAAP.

"Net Operating Income" means, with respect to any Hotel, for
any period, the sum of the following (without duplication) (a) all gross
income, revenues, receipts and all other consideration received by the lessor
under the Operating Lease for such Hotel, including, without limitation, base
rent, percentage and similar rentals, late charges and interest payments, but
excluding extraordinary

income and, until earned, security deposits, prepaid rents and other refundable
receipts, minus (b) all expenses incurred by the owner of such Hotel during
such period pursuant to its obligations as lessor under the Operating Lease for
such Hotel, including, without limitation, real estate taxes, personal property
taxes, maintenance and repair costs of a non-capital nature for the structural
portions of such Hotel and premiums payable for insurance required to be
carried by the lessor on or with respect to such Hotels pursuant to the
Operating Lease therefor, but excluding extraordinary expenses; provided that,
with respect to any Joint Venture Hotel, "Net Operating Income" shall mean the
Net Operating Income from such Hotel multiplied by the applicable JV%.

"Non-Funding Lender" has the meaning specified in Section
2.14(f).

"Non-Recourse Indebtedness" of any Person means all
Indebtedness of such Person with respect to which recourse for payment is
limited to specific assets encumbered by a Lien securing such Indebtedness;
provided, however, that personal recourse of a holder of Indebtedness against
any obligor with respect thereto for fraud, misrepresentation, misapplication
of cash, waste and other circumstances customarily excluded from non-recourse
provisions in non-recourse financing of real estate shall not, by itself,
prevent any Indebtedness from being characterized as Non-Recourse Indebtedness,
provided further that if a personal recourse claim is made in connection
therewith, such claim shall not constitute Non-Recourse Indebtedness for the
purposes of this Agreement).

"Non-Suite Hotel" means a Hotel that is not a Suite Hotel.

"Note" means a promissory note of the Borrower payable to the
order of any Lender in a stated principal amount equal to the amount of such
Lender's Commitment as originally in effect, in substantially the form of
Exhibit A, evidencing the aggregate Indebtedness of the Borrower to such Lender
resulting from the Loans made by such Lender, and "Notes" means, collectively,
the Notes.

"Notice of Borrowing" has the meaning specified in Section
2.3(a).

"Obligations" means the Loans, the obligation to pay Unpaid
Drawings and all other advances, debts,

liabilities, obligations, covenants and duties owing by the Borrower to the
Administrative Agent, any Lender, the Issuing Lender, any Affiliate of any of
them or any Indemnitee, of every type and description, present or future,
arising under this Agreement or under any other Loan Document, whether direct
or indirect (including, without limitation, those acquired by assignment),
absolute or contingent, due or to become due, now existing or hereafter arising
and however acquired. The term "Obligations" includes, without limitation, all
interest, charges, expenses, fees, attorneys' fees and disbursements and any
other sum then payable by the Borrower under this Agreement or any other Loan
Document.

"OECD" means the Organization for Economic Cooperation and
Development.

"Operating Lease" means a lease or sublease relating to any
Hotel, between the Borrower or any of its Subsidiaries or Eligible Joint
Ventures, as lessor, and the Operating Lessee, as lessee, substantially in the
form of the lease annexed as Exhibit H hereto or such other form as shall be
approved by the Lender.

"Operating Lessee" means DJONT or its Subsidiary (provided
DJONT owns at least 50% of the voting Stock in such Subsidiary and maintains
voting control over such Subsidiary), as lessee under an Operating Lease.

"Operator" means the Operating Lessee and/or the Manager or
both (as the case may be) responsible for the operation and management of any
Hotel.

"Order" means any order, injunction, judgment, decree, ruling,
assessment or arbitration award.

"Other Taxes" has the meaning specified in Section 2.15(b).

"Participant" shall have the meaning provided in Section
2.20(a).

"PBGC" means the Pension Benefit Guaranty Corporation, or any
successor thereto.

"Pension Plan" means a plan, other than a Multiemployer Plan,
which is covered by Title IV of ERISA or Code Section 412 and which any Loan
Party, any of its Subsidiaries or any ERISA Affiliate maintains, contributes

to or has an obligation to contribute to on behalf of participants who are or
were employed by any of them.

"Permit" means any permit, approval, authorization, license,
variance, registration, permission or consent required from a Governmental
Authority under an applicable Requirement of Law.

"Permitted Liens" means, collectively, (a) Liens arising by
operation of law in favor of materialmen, mechanics, warehousemen, carriers,
lessors or other similar Persons incurred by the Borrower or any of its
Subsidiaries or Eligible Joint Ventures in the ordinary course of business
which secure its obligations to such Person; provided, however, that (i) the
Borrower or such Subsidiary or Eligible Joint Venture is not in default with
respect to such payment obligation to such Person, or (ii) the Borrower or such
Subsidiary or Eligible Joint Venture is in good faith and by appropriate
proceedings diligently contesting such obligation and adequate provision is
made for the payment thereof; (b) Liens (excluding Environmental Liens)
securing taxes, assessments or governmental charges or levies; provided,
however, that neither the Borrower nor any of its Subsidiaries or Eligible
Joint Ventures is in default in respect of any payment obligation with respect
thereto unless the Borrower or such Subsidiary or Eligible Joint Venture is in
good faith and by appropriate proceedings diligently contesting such obligation
and adequate provision is made for the payment thereof; and (c) Zoning
restrictions, subleases, licenses or concessions for restaurants, bars, gift
shops, antennas, communications equipment and similar agreements entered into
in the ordinary course of such Person's business in connection with the
ownership and operation of a hotel; and easements, licenses, reservations,
restrictions on the use of real property or minor irregularities incident
thereto which do not in the aggregate materially detract from the value or use
of the property or assets of the Borrower or any of its Subsidiaries or
Eligible Joint Venture or impair, in any material manner, the use of such
property for the purposes for which such property is held by the Borrower or
any such Subsidiary or Eligible Joint Venture.

"Person" means an individual, partnership, corporation
(including, without limitation, a business trust), limited liability company,
joint stock company, trust, unincorporated association, joint venture or other
entity, or a Governmental Authority.

"Plan" means an employee benefit plan, as defined in Section
3(3) of ERISA, which any Loan Party or any of its Subsidiaries maintains,
contributes to or has an obligation to contribute to on behalf of participants
who are or were employed by any of them.

"Principal Balance" means, collectively, the outstanding
principal balances of the Notes from time to time.

"Projections" means those financial projections covering the
fiscal years ending in 1996 through 2000, inclusive, delivered to the Lenders
by the Borrower.

"Promus" means Promus Hotels, Inc., a Delaware corporation or
any Person controlled by Promus Hotel Corporation, that is a Manager.

"Pro Rata Share" means, for any Person, with respect to such
Person's Unconsolidated Entities (including, without limitation, any Eligible
Joint Ventures), the percentage ownership interest of such Person in such
Unconsolidated Entity, provided that, in the event that such Person is the
general partner of such Unconsolidated Entity, such Person's Pro Rata Share
with respect to such Unconsolidated Entity shall be the percentage of the
general partner interests owned by such Person in such Unconsolidated Entity
with respect to any Indebtedness for which recourse may be made against any
general partner of such Unconsolidated Entity.

"Qualified Lease" means any Lease (a) which is a direct ground
lease granted by the fee owner of real property, (b) which may be transferred
and/or assigned without the consent of the lessor (or as to which the Lease
expressly provides that (i) such Lease may be transferred and/or assigned with
the consent of the lessor and (ii) such consent shall not be unreasonably
withheld or delayed), (c) which has a remaining term (including any renewal
terms exercisable at the sole option of the lessee) of at least 40 years, (d)
under which no material default has occurred and is continuing, (e) with
respect to which a security interest may be granted without the consent of the
lessor, and (f) which contains lender protection provisions reasonably
acceptable to the Administrative Agent including, without limitation,
provisions to the effect that (i) the lessor shall notify any holder of a
security interest in such Lease of the occurrence of any default by the lessee
under such Lease and shall afford such holder the right to

cure such default, and (ii) in the event that such Lease is terminated, such
holder shall have the option to enter into a new lease having terms
substantially identical to those contained in the terminated Lease. Upon the
submission to the Administrative Agent of a written request for approval of the
lender protection provisions and other terms of a proposed Qualified Lease, the
Administrative Agent shall respond by accepting or rejecting such proposal
within ten Business Days following receipt of such request.

"Ratable Portion" or "ratably" means, except as otherwise
specifically provided herein, with respect to any Lender, the quotient obtained
by dividing the Commitment of such Lender by the Commitments of all Lenders and
that payments of principal of the Loans and interest thereon shall be made pro
rata in accordance with the respective unpaid principal amounts of the Loans
held by the Lenders.

"Real Estate" means all of those plots, pieces or parcels of
land now owned or hereafter acquired by the Borrower or any of its Subsidiaries
or Eligible Joint Ventures (the "Land"), including, without limitation, those
listed on Schedule 4.22(a), together with the right, title and interest of the
Borrower or such Subsidiary or Eligible Joint Venture, if any, in and to the
streets, the land lying in the bed of any streets, roads or avenues, opened or
proposed, in front of, adjoining or abutting the Land to the center line
thereof, the air space and development rights pertaining to the Land and the
right to use such air space and development rights, all rights of way,
privileges, liberties, tenements, hereditaments and appurtenances belonging or
in any way appertaining thereto, all fixtures, all easements now or hereafter
benefiting the Land and all royalties and rights appertaining to the use and
enjoyment of the Land, including, without limitation, all alley, vault,
drainage, mineral, water, oil and gas rights, together with all of the
buildings and other improvements now or hereafter erected on the Land, and any
fixtures appurtenant thereto.

"Register" has the meaning specified in Section 10.7.

"Release" means any release, spill, emission, leaking,
pumping, pouring, dumping, emptying, injection, deposit, disposal, discharge,
dispersal, leaching or migration on or into the indoor or outdoor environment
or into or out of any property.

"Remedial Action" means all actions, including without
limitation any Capital Expenditures, required or necessary to (i) clean up,
remove, treat or in any other way address any Hazardous Material or other
substance in the indoor or outdoor environment, (ii) prevent the Release or
threat of Release, or minimize the further Release, of any Hazardous Material
or other substance so it does not migrate or endanger or threaten to endanger
public health or welfare or the indoor or outdoor environment, (iii) perform
pre-remedial studies and investigations or post-remedial monitoring and care,
or (iv) bring facilities on any property owned or leased by the Borrower or any
of its Subsidiaries into compliance with all Environmental Laws and
Environmental Permits.

"Requirement of Law" means, as to any Person, the certificate
of incorporation and by-laws or other organizational or governing documents of
such Person, and all federal, state and local laws, rules and regulations,
including, without limitation, federal, state or local securities, antitrust
and licensing laws, all food, health and safety laws, and all applicable trade
laws and requirements, including, without limitation, all disclosure
requirements of Environmental Laws, ERISA and all orders, judgments, decrees or
other determinations of any Governmental Authority or arbitrator, applicable to
or binding upon such Person or any of its property or to which such Person or
any of its property is subject.

"Responsible Officer" means, with respect to any Person, any
of the principal executive officers or general partners of such Person.

"Restricted Payments" has the meaning specified in Section
7.4.

"S&P" means Standard & Poor's Ratings Group and its
successors.

"Sheraton" shall mean Sheraton Operating Corporation or any
Person controlled by ITT Sheraton Corporation that is a Manager.

"Significant Subsidiary" means, at any date of determination,
(i) any Subsidiary of the Borrower which, or (ii) any group of Subsidiaries of
the Borrower which when aggregated, at such date, directly or indirectly own(s)
or lease(s) one or more Hotels having an aggregate value

(calculated on the basis of the Borrower's Investment therein) in excess of
$75,000,000.

"St. ▇▇▇▇ Lease" means the Lease relating to the Hotel located
in St. ▇▇▇▇, Minnesota

"Solvent" means, with respect to any Person, that the value of
the assets of such Person (at fair value) is, on the date of determination,
greater than the total amount of liabilities (including, without limitation,
contingent and unliquidated liabilities) of such Person as of such date and
that, as of such date, such Person is able to pay all liabilities of such
Person as such liabilities mature and does not have unreasonably small capital.
In computing the amount of contingent or unliquidated liabilities at any time,
such liabilities will be computed at the amount which, in light of all the
facts and circumstances existing at such time, represents the amount that can
reasonably be expected to become an actual or matured liability.

"Stated Amount" of each Letter of Credit shall, at any time,
mean the maximum amount available to be drawn thereunder (in each case
determined without regard to whether any conditions to drawing could then be
met).

"Status" means the existence of Level I Status, Level II
Status, Level III Status, Level IV Status, Level V Status, Level VI Status,
Level VII Status or Level VIII Status, as the case may be.

As used in this definition:

"Level I Status" exists on any date if, on such date,
either Borrower has a long-term senior unsecured actual or
implied debt rating of A- or better by S&P and A3 or better by
Moody's;

"Level II Status" exists on any date if, on such
date, either Borrower has a long-term senior unsecured actual
or implied debt rating of BBB+ by S&P and Baa1 by Moody's;

"Level III Status" exists on any date if, on such
date, either Borrower has a long-term senior unsecured actual
or implied debt rating of BBB by S&P and Baa2 by Moody's;

"Level IV Status" exists on any date if, on such
date, either Borrower has a long-term senior

unsecured actual or implied debt rating of BBB- by S&P and
Baa3 by Moody's;

"Level V Status" exists on any date if, on such date
(y) none of Level I Status through Level IV Status exist and
(z) the Leverage Ratio is less than 25%;

"Level VI Status" exists on any date if, on such date
(y) none of Level I Status through Level IV Status exist and
(z) the Leverage Ratio is equal to or greater than 25% but
less than 35%;

"Level VII Status" exists on any date if, on such
date (y) none of Level I Status through Level IV Status exist
and (z) the Leverage Ratio is equal to or greater than 35% but
less than 40%;

"Level VIII Status" exists on any date if, on such
date (y) none of Level I Status through Level IV Status exist
and (z) the Leverage Ratio is equal to or greater than 40% but
less than or equal to 50%;

provided that (i) if S&P and/or ▇▇▇▇▇'▇ shall cease to issue ratings of debt
securities of real estate investment trusts generally, then the Administrative
Agent and the Borrower shall negotiate in good faith to agree upon a substitute
rating agency or agencies (and to correlate the system of ratings of each
substitute rating agency with that of the rating agency for which it is
substituting) and (a) until such substitute rating agency or agencies are
agreed upon, Status shall be determined on the basis of the rating assigned by
the other rating agency (or, if both S&P and ▇▇▇▇▇'▇ shall have so ceased to
issue such ratings, on the basis of the Status in effect immediately prior
thereto) and (b) after such substitute rating agency or agencies are agreed
upon, Status shall be determined on the basis of the rating assigned by the
other rating agency and such substitute rating agency or the two substitute
rating agencies, as the case may be; (ii) if the long term senior unsecured
actual or implied debt ratings of either Borrower by S&P and ▇▇▇▇▇'▇ are not
equivalent, the higher rating will apply for the purposes of determining
Status; and (iii) if the long term senior unsecured actual or implied debt
ratings of either Borrower by S&P and ▇▇▇▇▇'▇ are two or more Levels apart, the
rating one Level below the higher rating will apply for the purposes of
determining Status.

"Stock" means shares of capital stock, beneficial or
partnership interests, participations or other equivalents (regardless of how
designated) of or in a corporation or equivalent entity, whether voting or
non-voting, and includes, without limitation, common stock and preferred stock.

"Stock Equivalents" means all securities (other than Stock)
convertible into or exchangeable for Stock and all warrants, options or other
rights to purchase or subscribe for any stock, whether or not presently
convertible, exchangeable or exercisable.

"Subsidiary" means, with respect to any Person (other than
FelCor LP with respect to FelCor), at any date, any corporation, partnership or
other business entity the accounts of which would be consolidated with those of
such Person in its consolidated financial statements in accordance with GAAP,
if such statements were prepared as of such date.

"Subsidiary Guaranty" means a guaranty, in substantially the
form of Exhibit I, executed by each Guarantor, as such guaranty may be amended,
supplemented or otherwise modified from time to time and includes the Existing
Subsidiary Guaranties.

"Suite Hotel" means a Hotel offering substantially all suite accommodations.

"Suite Revenues" has the meaning ascribed to such term in the
form of Operating Lease attached as Exhibit H hereto.

"Super Majority Lenders" means, at any time, Lenders holding
at least 66-2/3% of the then aggregate unpaid principal amount of Loans
(excluding Loans held by Non-Funding Lenders) or, if no such Loans are then
outstanding, Lenders having at least 66-2/3% of the Commitments of all Lenders
(excluding Non-Funding Lenders).

"Swing Advance" has the meaning set forth in Section 2.17.

"Swing Advance Bank" means Chase.

"Tangible Net Worth" means, with respect to the Borrower at
any date, (a) the sum of (i) the total shareholders' equity of FelCor, and (ii)
the value of all

partnership interests in FelCor LP owned by Persons other than FelCor; minus
(b) the sum of all intangible assets of FelCor, each as shown on the
consolidated balance sheet of FelCor as of such date.

"Tax Affiliate" means, as to any Person, (i) any Subsidiary of
such Person, and (ii) any Affiliate of such Person with which such Person files
or is eligible to file consolidated, combined or unitary tax returns.

"Tax Return" has the meaning specified in Section 4.3.

"Taxes" has the meaning specified in Section 2.15(a).

"Telerate Page 3750" means the display designated as "Page
3750" on the Associated Press-Dow ▇▇▇▇▇ Telerate Service (or such other page as
may replace Page 3750 on the Associated Press-Dow ▇▇▇▇▇ Telerate Service or
such other service as may be nominated by the British Bankers' Association as
the information vendor for the purpose of displaying British Bankers'
Association interest settlement rates for U.S. Dollar deposits). Any
Eurodollar Rate determined on the basis of the rate displayed on Telerate Page
3750 in accordance with the provisions hereof shall be subject to corrections,
if any, made in such rate and displayed by the Associated Press-Dow ▇▇▇▇▇
Telerate Service within one hour of the time when such rate is first displayed
by such Service.

"Termination Date" means the earliest of (i) the Final
Maturity Date, and (ii) the date of termination in whole of the Commitments
pursuant to Section 2.5 or 8.2.

"Total Assets" of any Person means, at any date, the total assets
of such Person and its Subsidiaries at such date determined on a consolidated
basis in conformity with GAAP.

"Total Indebtedness" of any Person means the sum of the following
(without duplication): (a) all Indebtedness of such Person and its Subsidiaries
determined on a consolidated basis in conformity with GAAP, plus (b) such
Person's Pro Rata Share of Indebtedness (excluding Non-Recourse Indebtedness)
of such Person's Unconsolidated Entities.

"Total Secured Indebtedness" of any Person means any Total
Indebtedness of such Person for which the obligations thereunder are secured by
a pledge of or other encumbrance on any assets of such Person or its
Subsidiaries or Unconsolidated Entities.

"Total Value" means the sum of:

(A) for Hotels owned or leased for four (4) Fiscal Quarters or
more, Adjusted NOI on a consolidated basis from such Hotels for the preceding
four (4) Fiscal Quarters divided by ten percent (10%); plus

(B) for Hotels (x) owned or leased for less than four (4)
Fiscal Quarters (including newly acquired Hotels and Hotels to be immediately
acquired using the proceeds of any Loans) and (y) set forth on Exhibit J, but
only for the fiscal year ending December 31, 1997, the Borrower's Investment in
such Hotels; plus

(C) the sum of $15,000,000, being the agreed aggregate sum of
the Borrower's investment at cost in (x) certain vacant land at the Kingston
Plantation Hotel in Myrtle Beach, South Carolina, and (y) the Myrtle Beach
Condo Management Company; plus

(D) the Borrower's Pro-Rata Share of unencumbered Cash or Cash
Equivalents held by the Borrower, the Borrower's Subsidiaries or an
Unconsolidated Entity;

provided, however, that in the case of (A) above, Net Operating Income with
respect to a Hotel shall only be included in the calculation of Total Value if
such Hotel is, as at the date of such calculation, owned or leased by Borrower,
its Subsidiary or an Unconsolidated Entity but only to the extent of the
Borrower's Pro-Rata Share of such Net Operating Income and, provided, further,
in the case of (B) above, the Borrower's Investment with respect to a Hotel
shall only be included in the calculation of Total Value if such Hotel is, as
of the date of such calculation, owned by Borrower, its Subsidiary or
Unconsolidated Entity.

"Unconsolidated Entity" means, with respect to any Person, at
any date, any other Person in whom such Person holds an Investment, which
Investment is accounted for in the financial statements of such Person on an
equity basis of accounting and whose financial results would not be
consolidated under GAAP with the financial results of such

Person on the consolidated financial statements of such Person, if such
statements were prepared as of such date.

"Unencumbered" means, with respect to any Hotel, at any date
of determination, the circumstance that such Hotel on such date:

(a) is not subject to any Liens (including restrictions
on transferability or assignability) of any kind (including any such Lien or
restriction imposed by (i) any agreement governing Indebtedness, and (ii) the
organizational documents of the Borrower or any of its Subsidiaries or Eligible
Joint Ventures, but excluding Permitted Liens and, in the case of any Qualified
Lease (to the extent permitted by the definition thereof), restrictions on
transferability or assignability in respect of such Lease);

(b) is not subject to any agreement (including (i) any
agreement governing Indebtedness, and (ii) if applicable, the organizational
documents of the Borrower or any of its Subsidiaries or Eligible Joint
Ventures) which prohibits or limits the ability of the Borrower or any of its
Subsidiaries or Eligible Joint Ventures to create, incur, assume or suffer to
exist any Lien upon such Hotel, other than Permitted Liens (excluding any
agreement or organizational document (x) which limits generally the amount of
Indebtedness which may be incurred by the Borrower or its Subsidiaries or
Eligible Joint Ventures or (y) in the case of an Eligible Joint Venture which
is not an Eligible Entity, which requires the consent of partners (or the
equivalent) in such Eligible Joint Venture (other than the Borrower or its
wholly owned Subsidiaries) to create, incur, assume or suffer to exist any Lien
upon such Hotel); and

(c) is not subject to any agreement (including any
agreement governing Indebtedness) which entitles any Person to the benefit of
any Lien (other than Permitted Liens) on such Hotel, or would entitle any
Person to the benefit of any such Lien upon the occurrence of any contingency
(including, without limitation, pursuant to an "equal and ratable" clause).

For the purposes of this Agreement, any Joint Venture Hotel or Hotel owned by a
Subsidiary or Eligible Joint Venture of the Borrower shall not be deemed to be
Unencumbered unless both (i) such Hotel and (ii) all Stock owned directly or
indirectly by Borrower in such Eligible Joint Venture or Subsidiary, is
Unencumbered.

"Unpaid Drawing" shall have the meaning set forth in Section
2.21(a).

1.2. Computation of Time Periods. In this Agreement, in the
computation of periods of time from a specified date to a later specified date,
the word "from" means "from and including" and the words "to" and "until" each
mean "to but excluding" and the word "through" means "to and including".

1.3. Accounting Terms. All accounting terms not specifically
defined herein shall be construed in conformity with GAAP and all accounting
determinations required to be made pursuant hereto shall, unless expressly
otherwise provided herein, be made in conformity with GAAP.

1.4. Certain Terms. (a) The words "herein," "hereof" and
"hereunder" and other words of similar import refer to this Agreement as a
whole, and not to any particular Article, Section, subsection or clause in this
Agreement. References herein to an Exhibit, Schedule, Article, Section,
subsection or clause refer to the appropriate Exhibit or Schedule to, or
Article, Section, subsection or clause in this Agreement.

(b) The terms "Lender" and "Administrative Agent" include
their respective successors and the term "Lender" includes each assignee of
such Lender who becomes a party hereto pursuant to Section 10.7.

ARTICLE II

AMOUNTS AND TERMS OF THE LOANS AND LETTERS OF CREDIT

2.1. The Loans. On the terms and subject to the conditions
contained in this Agreement, each Lender severally agrees to make loans (each a
"Loan") to the Borrower from time to time on any Business Day during the period
from the date hereof until the Termination Date in an aggregate amount not to
exceed at any time outstanding such Lender's Commitment; provided, however,
that at no time shall any Lender be obligated to make a Loan in excess of such
Lender's Ratable Portion of the Available Credit. Within the limits of each
Lender's Commitment, amounts prepaid pursuant to Section 2.7(b) may be
reborrowed under this Section 2.1. The Loans of each Lender shall be evidenced
by the Note to the order of such Lender.

2.2. Intentionally Omitted.

2.3. Making the Loans. (a) Each Borrowing shall be made on
notice, given by the Borrower to the Administrative Agent not later than (i)
11:00 A.M. (New York City time) on the third (3rd) Business Day prior to the
date of the proposed Borrowing in the case of Eurodollar Rate Loans, and (ii)
11:00 A.M. (New York City time) on the Business Day prior to the date of the
proposed Borrowing in the case of Base Rate Loans. Each such notice (a "Notice
of Borrowing") shall be in substantially the form of Exhibit B, specifying
therein (i) the date of such proposed Borrowing, (ii) the aggregate amount of
such proposed Borrowing, (iii) the amount thereof, if any, requested to be
Eurodollar Rate Loans, and (iv) the initial Interest Period or Periods for any
such Eurodollar Rate Loans. The Loans shall be made as Base Rate Loans unless
(subject to Section 2.12) the Notice of Borrowing specifies that all or a pro
rata portion thereof shall be Eurodollar Rate Loans; provided, however, that
the aggregate of the Eurodollar Rate Loans for each Interest Period must be in
an amount of not less than $5,000,000 or an integral multiple of $500,000 in
excess thereof.

(b) The Administrative Agent shall give to each Lender
prompt notice of the Administrative Agent's receipt of a Notice of Borrowing
and, if Eurodollar Rate Loans are properly requested in such Notice of
Borrowing, the applicable interest rate under Section 2.9, and each Lender's
Ratable Portion of the proposed Borrowing. Each Lender shall, before 12:00
Noon (New York City time) on the date of the proposed Borrowing, make available
for the account of its Applicable Lending Office to the Administrative Agent at
its address referred to in Section 10.2, in immediately available funds, such
Lender's Ratable Portion of such proposed Borrowing. By 12:00 Noon (New York
City time) in the case of Eurodollar Rate Loans and Base Rate Loans, on the
date specified by the Borrower in the Notice of Borrowing, subject to
fulfillment of the applicable conditions set forth in Article III, the
Administrative Agent will make such funds available to the Borrower at the
Administrative Agent's aforesaid address; provided that in the event that the
Administrative Agent shall have received notice from a Lender prior to the date
of any proposed Borrowing that such Lender will not make available to the
Administrative Agent such Lender's Ratable Portion of such Borrowing, the
Administrative Agent shall be under no obligation to fund such Lender's Ratable
Portion of such Borrowing.

(c) Each Base Rate Loan shall be in an aggregate amount
of not less than $1,000,000 or an integral multiple of $100,000 in excess
thereof.

(d) Intentionally omitted.

(e) Each Notice of Borrowing shall be irrevocable and
binding on the Borrower. In the case of any proposed Borrowing which the
related Notice of Borrowing specifies is to be comprised of Eurodollar Rate
Loans, the Borrower shall indemnify each Lender against any loss, cost or
expense incurred by such Lender as a result of any failure to fulfill on or
before the date specified in such Notice of Borrowing for such proposed
Borrowing the applicable conditions set forth in Article III, including,
without limitation, any loss (including, without limitation, loss of
anticipated profits), cost or expense incurred by reason of the liquidation or
reemployment of deposits or other funds acquired by such Lender to fund any
Eurodollar Rate Loan to be made by such Lender as part of such proposed
Borrowing when such Eurodollar Rate Loan, as a result of such failure, is not
made on such date.

(f) Unless the Administrative Agent shall have received
notice from a Lender prior to the date of any proposed Borrowing that such
Lender will not make available to the Administrative Agent such Lender's
Ratable Portion of such Borrowing, the Administrative Agent may assume that
such Lender has made such Ratable Portion available to the Administrative Agent
on the date of such Borrowing in accordance with this Section 2.3 and the
Administrative Agent may, in reliance upon such assumption, make available to
the Borrower on such date a corresponding amount. If and to the extent that
such Lender shall not have so made such Ratable Portion available to the
Administrative Agent, such Lender and the Borrower severally agree to repay to
the Administrative Agent forthwith on demand such corresponding amount together
with interest thereon, for each day from the date such amount is made available
to the Borrower until the date such amount is repaid to the Administrative
Agent, at (i) in the case of the Borrower, the interest rate applicable at the
time to the Loans comprising such Borrowing and (ii) in the case of such
Lender, the Federal Funds Rate. If such Lender shall repay to the
Administrative Agent such corresponding amount, such amount so repaid shall
constitute such Lender's Loan as part of such Borrowing for purposes of this
Agreement. If the Borrower shall repay to the Administrative Agent such
corresponding amount, such payment shall not relieve such

Lender of any obligation it may have to the Borrower hereunder.

(g) The failure of any Lender to make the Loan to be made
by it as part of any Borrowing shall not relieve any other Lender of its
obligation, if any, hereunder to make its Loan on the date of such Borrowing,
but no Lender shall be responsible for the failure of any other Lender to make
the Loan to be made by such other Lender on the date of any Borrowing.

2.4. Fees. (a) The Borrower agrees to pay to the
Administrative Agent for the account of each Lender, a commitment fee (the
"Commitment Fee") equal to the Applicable Margin times the average daily unused
portion of such Lender's Commitment, from the date hereof until the Termination
Date, payable in arrears with respect to each full calendar quarter on (i) the
last day of each calendar quarter during the term of such Lender's Commitment,
commencing December 31, 1996, (ii) on the date of any reduction of the
Commitments pursuant to Section 2.5 and (iii) on the Termination Date. For
purposes of this Section 2.4, Swing Advances shall be included as part of the
unused portion of the Commitments.

(b) The Borrower agrees to pay to the Administrative
Agent for distribution to each Lender (based on its respective Ratable Portion)
a fee in respect of each Letter of Credit issued hereunder (the "Letter of
Credit Fee"), for the period from and including the date of issuance of such
Letter of Credit to and including the termination of such Letter of Credit,
computed at a rate per annum equal to the Applicable Margin then in effect for
Loans maintained as Eurodollar Rate Loans on the daily average Stated Amount of
such Letter of Credit. Accrued Letter of Credit Fees shall be payable in
arrears with respect to each calendar quarter on (i) the last day of each
calendar quarter in which any Letter of Credit is outstanding, (ii) on the date
on which no Letters of Credit remain outstanding and (iii) on the Termination
Date.

(c) The Borrower agrees to pay to the Issuing Lender, for
its own account, a facing fee in respect of each Letter of Credit issued by it
hereunder (the "Facing Fee") for the period from and including the date of
issuance of such Letter of Credit to and including the termination of such
Letter of Credit, computed at a rate per annum equal to 0.125% of the daily
average Stated Amount of such Letter of Credit. Accrued Facing Fees shall be
payable in arrears

with respect to each calendar quarter on (i) the last day of each calendar
quarter in which such Letter of Credit is outstanding, (ii) on the date upon
which such Letter of Credit has been terminated in accordance with its terms
and (iii) on the Termination Date.

(d) The Borrower shall pay, upon each Drawing under,
issuance of, or amendment to, any Letter of Credit, such amount as shall at the
time of such event be the administrative charge which the Issuing Lender is
generally imposing in connection with such occurrence with respect to letters
of credit.

(e) The Borrower has agreed to pay to Chase additional
fees, the amount and dates of payment of which are embodied in a separate
agreement between the Borrower and Chase.

2.5. Reduction and Termination of the Commitments. The
Borrower may, upon at least three Business Days' prior notice to the
Administrative Agent, terminate in whole or reduce ratably in part the unused
portions of the respective Commitments of the Lenders; provided, however, that
each partial reduction shall be in the aggregate amount of not less than
$5,000,000 or an integral multiple of $1,000,000 in excess thereof.

2.6. Repayment. The Borrower shall repay the entire unpaid
principal amount of the Loans on the Termination Date.

2.7. Prepayments. (a) The Borrower shall have no right to
prepay the principal amount of any Loan other than as provided in this Section
2.7.

(b) The Borrower may, upon at least two (2) Business
Days' prior notice to the Administrative Agent, stating the proposed date and
aggregate principal amount of the prepayment, prepay the outstanding principal
amount of the Loans in whole or ratably in part, together with accrued interest
to the date of such prepayment on the principal amount prepaid; provided,
however, that any prepayment of any Eurodollar Rate Loan made other than on the
last day of an Interest Period for such Loan shall be subject to payment by the
Borrower to the Administrative Agent of any costs, fees or expenses incurred by
any Lender in connection with such prepayment including without limitation any
costs to unwind any Eurodollar Rate contracts; and, provided, further, that
each partial prepayment shall be in an

aggregate principal amount not less than $3,000,000 or integral multiples of
$100,000 in excess thereof. Upon the giving of such notice of prepayment, the
principal amount of the Loans specified to be prepaid shall become due and
payable on the date specified for such prepayment.

(c) If at any time the aggregate principal amount of
Loans outstanding plus the Letter of Credit Outstandings at such time exceeds
the lower of the Borrowing Base or the Commitments at such time (a "Borrowing
Base Imbalance"), the Borrower shall prepay the Loans then outstanding in an
amount equal to such excess, together with accrued interest as follows:

(i) in the event that the Borrowing Base Imbalance
is due to (A) any sale, conveyance, transfer, assignment or other
disposition of an Eligible Hotel, (B) a financing secured by an
Eligible Hotel or (C) a Drawing, the prepayment shall be made within
one (1) Business Day of such event occurring;

(ii) in the event that the Borrowing Base Imbalance
is due to any (A) condemnation or taking by eminent domain of an
Eligible Hotel, or (B) loss, damage or destruction by casualty to any
Eligible Hotel, the prepayment shall be made within one (1) Business
Day after receipt by the Borrower or its Subsidiary or Eligible Joint
Venture of the condemnation award or insurance proceeds relating to
such event;

(iii) in the event that the Borrowing Base Imbalance
is due to (A) a decrease in the value of any Eligible Hotels, or (B)
any of the Eligible Hotels ceasing, for whatever reason, to meet the
requirements for Eligible Hotels set forth herein, the prepayment
shall be made within 180 days of such event; or

(iv) in the event that the Borrowing Base Imbalance
is due to a determination by the Administrative Agent, after review of
the applicable Eligible Hotel Documents, that a Hotel, represented by
Borrower to be an Eligible Hotel pursuant to Section 6.23(b)(z), fails
to meet the requirements for Eligible Hotels set forth herein, the
prepayment shall be made within 5 Business Days of the Administrative
Agent notifying Borrower of such Hotel's failure to meet the Eligible
Hotel requirements.

2.8. Conversion/Continuation Option. (a) Swing Advances
shall be automatically converted to Base Rate Loans on the Business Day
following the date of borrowing thereof.

(b) The Borrower may elect (i) at any time to convert
Base Rate Loans or any portion thereof to Eurodollar Rate Loans, (ii) at any
time to convert Swing Advances or any portion thereof to Base Rate Loans or
Eurodollar Rate Loans, or (iii) at the end of any Interest Period with respect
thereto, to convert Eurodollar Rate Loans or any portion thereof into Base Rate
Loans, or to continue such Eurodollar Rate Loans or any portion thereof for an
additional Interest Period; provided, however, that the aggregate of the
Eurodollar Rate Loans for each Interest Period therefor must be in the amount
of $5,000,000 or an integral multiple of $500,000 in excess thereof. Each
conversion or continuation shall be allocated among the Loans of all Lenders in
accordance with their Ratable Portion. Each such election shall be in
substantially the form of Exhibit C hereto (a "Notice of Conversion or
Continuation") and shall be made by giving the Administrative Agent at least
three (3) Business Days' prior written notice thereof specifying (A) the amount
and type of conversion or continuation, (B) in the case of a conversion to or a
continuation of Eurodollar Rate Loans, the Interest Period therefor, and (C) in
the case of a conversion, the date of conversion (which date shall be a
Business Day and, if a conversion from Eurodollar Rate Loans, shall also be the
last day of the Interest Period therefor). The Administrative Agent shall
promptly notify each Lender of its receipt of a Notice of Conversion or
Continuation and of the contents thereof and such Lender's Ratable Portion of
the Loans to be converted. Notwithstanding the foregoing, no conversion in
whole or in part of Base Rate Loans or Swing Advances to Eurodollar Rate Loans,
and no continuation in whole or in part of Eurodollar Rate Loans upon the
expiration of any Interest Period therefor, shall be permitted at any time at
which a Default or an Event of Default shall have occurred and be continuing.
If, within the time period required under the terms of this Section 2.8, the
Administrative Agent does not receive a Notice of Conversion or Continuation
from the Borrower containing a permitted election to continue any Eurodollar
Rate Loans for an additional Interest Period or to convert any such Loans,
then, upon the expiration of the Interest Period therefor, such Loans will be
automatically converted to Base Rate Loans. Each Notice of Conversion or
Continuation shall be irrevocable.

2.9. Interest. (a) The Borrower shall pay interest on the
unpaid principal amount of each Loan from the date thereof until the principal
amount thereof shall be paid in full, at the following rates per annum:

(i) For Base Rate Loans, at a rate per annum equal
at all times to the Base Rate in effect from time to time plus the
Applicable Margin, payable monthly on the first day of each month, on
the Termination Date and on the date any Base Rate Loan is converted
or paid in full.

(ii) For Eurodollar Rate Loans, at a rate per annum
equal at all times during the applicable Interest Period for each
Eurodollar Rate Loan to the sum of the Eurodollar Rate for such
Interest Period plus the Applicable Margin in effect on the first day
of such Interest Period, payable on the last day of such Interest
Period, on the Termination Date and, if such Interest Period has a
duration of more than three months, on the last day of each calendar
quarter during such Interest Period commencing on December 31, 1996.

(b) If the principal indebtedness is declared immediately
due and payable by the Administrative Agent pursuant to the provisions of this
Agreement or any other Loan Document, or if the Loans are not paid in full on
the Termination Date, the Borrower shall thereafter, unless and until such
date, if any, as the Super Majority Lenders may elect, in their sole and
absolute discretion, to waive, in writing, all or any portion of such default
rate interest, pay interest on the principal sum then remaining unpaid from the
date of such declaration or the Termination Date, as the case may be, until the
date on which the principal sum then outstanding is paid in full (whether
before or after judgment), at a rate per annum (calculated for the actual
number of days elapsed on the basis of a 360-day year) equal to the greater, on
a daily basis, of (a) 13% or (b) 4% plus the Base Rate, provided, however, that
such interest rate shall in no event exceed the maximum interest rate which the
Borrower may by law pay.

2.10. Interest Rate Determination and Protection. (a) The
Eurodollar Rate for each Interest Period for Eurodollar Rate Loans shall be
determined by the Administrative Agent two Business Days before the first day
of such Interest Period.

(b) The Administrative Agent shall give prompt notice to
the Borrower and the Lenders of the applicable interest rate determined by the
Administrative Agent for purposes of Section 2.9(a) or (b).

(c) If, with respect to Eurodollar Rate Loans, the
Majority Lenders in good faith notify the Administrative Agent that the
Eurodollar Rate for any Interest Period therefor will not adequately reflect
the cost to such Majority Lenders of making such Loans or funding or
maintaining their respective Eurodollar Rate Loans for such Interest Period,
the Administrative Agent shall forthwith so notify the Borrower and the
Lenders, whereupon

(i) each Eurodollar Rate Loan will automatically, on
the last day of the then existing Interest Period therefor, convert
into a Base Rate Loan; and

(ii) the obligations of the Lenders to make Eurodollar
Rate Loans or to convert Base Rate Loans into Eurodollar Rate Loans
shall be suspended until the Administrative Agent shall notify the
Borrower that such Lenders have determined that the circumstances
causing such suspension no longer exist.

2.11. Increased Costs. If, due to either (i) the
introduction of or any change in or in the interpretation of any law or
regulation (other than any change by way of imposition or increase of reserve
requirements included in determining the Eurodollar Rate Reserve Percentage) or
(ii) compliance with any guideline or request from any central bank or other
Governmental Authority (whether or not having the force of law), there shall be
any increase in the cost to any Lender of agreeing to make or making, funding
or maintaining any Eurodollar Rate Loans, then the Borrower shall from time to
time, upon demand by such Lender (with a copy of such demand to the
Administrative Agent), pay to the Administrative Agent for the account of such
Lender additional amounts sufficient to compensate such Lender for such
increased cost. A certificate as to the amount of such increased cost,
submitted to the Borrower and the Administrative Agent by such Lender, shall be
conclusive and binding for all purposes, absent manifest error. If the
Borrower so notifies the Administrative Agent within five Business Days after
any Lender notifies the Borrower of any increased cost pursuant to the
foregoing provisions of this Section 2.11, the Borrower may either (A) prepay
in full all Eurodollar Rate Loans of such Lender then outstanding in

accordance with Section 2.7(b) and, additionally, reimburse such Lender for
such increased cost in accordance with this Section 2.11 or (B) convert all
Eurodollar Rate Loans of all Lenders then outstanding into Base Rate Loans in
accordance with Section 2.8 and, additionally, reimburse such Lender for such
increased cost in accordance with this Section 2.11.

2.12. Illegality. Notwithstanding any other provision of
this Agreement, if the introduction of or any change in or in the
interpretation of any law or regulation shall make it unlawful, or any central
bank or other Governmental Authority shall assert that it is unlawful, for any
Lender or its Eurodollar Lending Office to make Eurodollar Rate Loans or to
continue to fund or maintain Eurodollar Rate Loans, then, on notice thereof and
demand therefor by such Lender to the Borrower through the Administrative
Agent, (i) the obligation of such Lender to make or to continue Eurodollar Rate
Loans and to convert Base Rate Loans into Eurodollar Rate Loans shall terminate
and (ii) the Borrower shall forthwith prepay in full all Eurodollar Rate Loans
of such Lender then outstanding, together with interest accrued thereon, unless
the Borrower, within five Business Days of such notice and demand, converts all
Eurodollar Rate Loans of all Lenders then outstanding into Base Rate Loans.

2.13. Capital Adequacy. If (i) the introduction of or any
change in or in the interpretation of any law or regulation, (ii) compliance
with any law or regulation, or (iii) compliance with any guideline or request
from any central bank or other Governmental Authority (whether or not having
the force of law) affects or would affect the amount of capital required or
expected to be maintained by any Lender or any corporation controlling any
Lender and such Lender reasonably determines that such amount is based upon the
existence of such Lender's Commitments, Letters of Credit or Loans and its
other commitments, letters of credit or loans of this type, then, upon demand
by such Lender (with a copy of such demand to the Administrative Agent), the
Borrower shall pay to the Administrative Agent for the account of such Lender,
from time to time as specified by such Lender, additional amounts sufficient to
compensate such Lender in the light of such circumstances, to the extent that
such Lender reasonably determines such increase in capital to be allocable to
the existence of such Lender's Commitments, Loans, Letter of Credit
Outstandings or commitments to issue Letters of Credit. A certificate as to
such amounts submitted to the Borrower and the

Administrative Agent by such Lender shall be conclusive and binding for all
purposes absent manifest error.

2.14. Payments and Computations. (a) The Borrower shall
make each payment hereunder and under the Notes not later than 11:00 A.M. (New
York City time) on the day when due, in Dollars, to the Administrative Agent at
its address referred to in Section 10.2 in immediately available funds without
set-off or counterclaim. The Administrative Agent will promptly thereafter
cause to be distributed immediately available funds relating to the payment of
principal or interest or fees (other than amounts payable pursuant to Section
2.11, 2.12, 2.13, 2.15 or 2.17) to the Lenders, in accordance with their
respective Ratable Portions, for the account of their respective Applicable
Lending Offices, and like funds relating to the payment of any other amount
payable to any Lender to such Lender for the account of its Applicable Lending
Office, in each case to be applied in accordance with the terms of this
Agreement. To the extent the foregoing payments are received by the
Administrative Agent prior to 11:00 A.M. (New York City time) and are not
distributed to the Lenders on the same day, the Administrative Agent shall pay
to each Lender in addition to the amount distributed to such Lender, interest
thereon, for each day from the date such amount is received by the
Administrative Agent until the date such amount is distributed to such Lender,
at the Federal Funds Rate. Payment received by the Administrative Agent after
11:00 A.M. (New York City time) shall be deemed to be received on the next
Business Day.

(b) The Borrower hereby authorizes each Lender, if and to
the extent payment owed to such Lender is not made when due hereunder or under
any Loan held by such Lender, to charge from time to time against any or all of
the Borrower's accounts with such Lender any amount so due.

(c) All computations of interest based on the Base Rate,
the Eurodollar Rate or the Federal Funds Rate and of fees shall be made by the
Administrative Agent on the basis of a year of 360 days, in each case for the
actual number of days (including the first day but excluding the last day)
occurring in the period for which such interest and fees are payable. Each
determination by the Administrative Agent of an interest rate hereunder shall
be conclusive and binding for all purposes, absent manifest error.

(d) Whenever any payment hereunder or under the Notes
shall be stated to be due on a day other than a Business Day, such payment
shall be made on the next succeeding Business Day, and such extension of time
shall in such case be included in the computation of payment of interest or
fee, as the case may be; provided, however, that if such extension would cause
payment of interest on or principal of any Eurodollar Rate Loan to be made in
the next calendar month, such payment shall be made on the next preceding
Business Day.

(e) Unless the Administrative Agent shall have received
notice from the Borrower prior to the date on which any payment is due
hereunder to the Lenders that the Borrower will not make such payment in full,
the Administrative Agent may assume that the Borrower has made such payment in
full to the Administrative Agent on such date and the Administrative Agent may,
in reliance upon such assumption, cause to be distributed to each Lender on
such due date an amount equal to the amount then due such Lender. If and to
the extent the Borrower shall not have so made such payment in full to the
Administrative Agent, each Lender shall repay to the Administrative Agent
forthwith on demand such amount distributed to such Lender together with
interest thereon, for each day from the date such amount is distributed to such
Lender until the date such Lender repays such amount to the Administrative
Agent, at the Federal Funds Rate.

(f) If any Lender (a "Non-Funding Lender") has (x) failed
to make a Loan required to be made by it hereunder, and the Administrative
Agent has determined that such Lender is not likely to make such Loan, (y)
given notice to the Borrower or the Administrative Agent that it will not make,
or that it has disaffirmed or repudiated any obligation to make, Loans, in each
case by reason of the provisions of the Financial Institutions Reform, Recovery
and Enforcement Act of 1989 or otherwise or (z) failed to comply with its
obligations pursuant to Section 2.20(c), (i) such Non-Funding Lender shall lose
any and all voting rights hereunder, and (ii) any payment made on account of
the principal of the Loans outstanding or Unpaid Drawings shall be made as
follows:

(A) in the case of any such payment made on any
date when and to the extent that, in the determination of the
Administrative Agent, the Borrower would be able, under the terms and
conditions hereof, to reborrow the amount of such payment under the

Commitments and to satisfy any applicable conditions precedent set
forth in Article III to such reborrowing, such payment shall be made
on account of the outstanding Loans or Unpaid Drawings held by the
Lenders other than the Non-Funding Lender pro rata according to the
respective outstanding principal amounts of the Loans or Unpaid
Drawings of such Lenders;

(B) otherwise, such payment shall be made on account
of the outstanding Loans or Unpaid Drawings held by the Lenders pro
rata according to the respective outstanding principal amounts of such
Loans or Unpaid Drawings; and

(C) any payment made on account of interest on the
Loans or Unpaid Drawings shall be made pro rata according to the
respective amounts of accrued and unpaid interest due and payable on
the Loans or Unpaid Drawings with respect to which such payment is
being made.

2.15. Taxes. (a) Any and all payments by the Borrower under
each Loan Document shall be made free and clear of and without deduction for
any and all present or future taxes, levies, imposts, deductions, charges or
withholdings, and all liabilities with respect thereto, excluding, in the case
of each Lender and the Administrative Agent, taxes measured by its net income,
and franchise taxes imposed on it, by the jurisdiction under the laws of which
such Lender or the Administrative Agent (as the case may be) is organized or
any political subdivision thereof and, in the case of each Lender, taxes
measured by its net income, and franchise taxes imposed on it, by the
jurisdiction of such Lender's Applicable Lending Office or any political
subdivision thereof (all such non-excluded taxes, levies, imposts, deductions,
charges, withholdings and liabilities (excluding, in the case of such Lender or
the Administrative Agent, taxes imposed by reason of any failure of such Lender
or the Administrative Agent, if such Lender or the Administrative Agent is
entitled at such time to a total or partial exemption from withholding that is
required to be evidenced by a United States Internal Revenue Service Form 1001
or 4224 or any successor or additional form, to deliver to the Administrative
Agent or the Borrower, from time to time as required by the Administrative
Agent or the Borrower, such Form 1001 or 4224 (as applicable) or any successor
or additional form, completed in a manner reasonably satisfactory to the
Administrative Agent or the

Borrower) being hereinafter referred to as "Taxes"). If the Borrower shall be
required by law to deduct any Taxes from or in respect of any sum payable
hereunder to any Lender or the Administrative Agent (i) the sum payable shall
be increased as may be necessary so that after making all required deductions
(including, without limitation, deductions applicable to additional sums
payable under this Section 2.15) such Lender or the Administrative Agent (as
the case may be) receives an amount equal to the sum it would have received had
no such deductions been made, (ii) the Borrower shall make such deductions,
(iii) the Borrower shall pay the full amount deducted to the relevant taxing
authority or other authority in accordance with applicable law, and (iv) the
Borrower shall deliver to the Administrative Agent evidence of such payment to
the relevant taxation or other authority.

(b) In addition, the Borrower agrees to pay any present
or future stamp or documentary taxes or any other excise or property taxes,
charges or similar levies of the United States or any political subdivision
thereof or any applicable foreign jurisdiction which arise from any payment
made under any Loan Document or from the execution, delivery or registration
of, or otherwise with respect to, any Loan Document (collectively, "Other
Taxes").

(c) The Borrower will indemnify each Lender and the
Administrative Agent for the full amount of Taxes or Other Taxes (including,
without limitation, any Taxes or Other Taxes imposed by any jurisdiction on
amounts payable under this Section 2.15) paid by such Lender or the
Administrative Agent (as the case may be) and any liability (including, without
limitation, for penalties, interest and expenses) arising therefrom or with
respect thereto, whether or not such Taxes or Other Taxes were correctly or
legally asserted. This indemnification shall be made within 30 days from the
date such Lender or the Administrative Agent (as the case may be) makes written
demand therefor.

(d) Within 30 days after the date of any payment of Taxes
or Other Taxes, the Borrower will furnish to the Administrative Agent, at its
address referred to in Section 10.2, the original or a certified copy of a
receipt evidencing payment thereof.

(e) Without prejudice to the survival of any other
agreement of the Borrower hereunder, the agreements and obligations of the
Borrower contained in this Section 2.15 shall survive the payment in full of
the Obligations.

(f) Prior to the Effective Date in the case of each
Lender that is a signatory hereto, and on the date of the Assignment and
Acceptance pursuant to which it becomes a Lender in the case of each other
Lender and from time to time thereafter if requested by the Borrower or the
Administrative Agent, each Lender organized under the laws of a jurisdiction
outside the United States that is entitled to an exemption from United States
withholding tax, or that is subject to such tax at a reduced rate under an
applicable tax treaty, shall provide the Administrative Agent and the Borrower
with an IRS Form 4224 or Form 1001 or other applicable form, certificate or
document prescribed by the IRS certifying as to such Lender's entitlement to
such exemption or reduced rate with respect to all payments to be made to such
Lender hereunder and under the Notes. Unless the Borrower and the
Administrative Agent have received forms or other documents satisfactory to
them indicating that payments hereunder or under any Note are not subject to
United States withholding tax or are subject to such tax at a rate reduced by
an applicable tax treaty, the Borrower or the Administrative Agent shall
withhold taxes from such payments at the applicable statutory rate in the case
of payments to or for any Lender organized under the laws of a jurisdiction
outside the United States.

(g) Any Lender claiming any additional amounts payable
pursuant to this Section 2.15 shall use its best efforts (consistent with its
internal policy and legal and regulatory restrictions) to change the
jurisdiction of its Applicable Lending Office if the making of such a change
would avoid the need for, or reduce the amount of, any such additional amounts
which may thereafter accrue and would not, in the reasonable judgment of such
Lender, be otherwise disadvantageous to such Lender.

2.16. Sharing of Payments, Etc. If any Lender (other than
the Swing Advance Bank or the Issuing Lender) shall obtain any payment (whether
voluntary, involuntary, through the exercise of any right of set off or
otherwise) on account of Loans made by it (other than pursuant to Section 2.13
or 2.15), and there is either (x) any Swing Advance outstanding in respect of
which the Swing Advance Bank has not received payment in full from the Lenders
pursuant to Section 2.17(d) or (e) or (y) any Unpaid Drawing in respect of
which the Issuing Lender has not received payment in full from the Lenders
pursuant to Section 2.20 or 2.21, such Lender (a "Purchasing Lender") shall
purchase a participation in all such Swing Advances or Unpaid Drawings, as
applicable, in an amount equal to the lesser of such

payment and the amount of such Swing Advances or Unpaid Drawings, as
applicable, for which the Swing Advance Bank or Issuing Lender has not so
received payment in full. If, after giving effect to the foregoing, any Lender
shall obtain any payment (whether voluntary, involuntary, through the exercise
of any right of set-off, or otherwise) on account of the Loans made by it
(other than pursuant to Sections 2.13 or 2.15) in excess of its Ratable Portion
of payments on account of the Loans obtained by all the Lenders, such Lender
shall forthwith purchase from the other Lenders such participations in their
Loans as shall be necessary to cause such purchasing Lender to share the excess
payment ratably with each of them.

2.17. Swing Advances. (a) The Swing Advance Bank, on the
terms and subject to the conditions contained in this Agreement, shall make
advances (each a "Swing Advance") to the Borrower from time to time on any
Business Day during the period from the date hereof until the day preceding the
Termination Date in an aggregate amount not to exceed at any time outstanding
the lesser of (i) $15,000,000, and (ii) the Available Credit; provided that the
Swing Advance Bank shall not be requested to make a Swing Advance to refinance
an outstanding Swing Advance. The Swing Advance Bank shall be entitled to rely
on the most recent Borrowing Base Certificate delivered to the Administrative
Agent. Within the limits set forth above, Swing Advances repaid may be
reborrowed under this Section 2.17.

(b) Each Swing Advance shall be made upon a Notice of
Borrowing for a Swing Advance being given by the Borrower to the Swing Advance
Bank by no later than 11:00 A.M. (New York City time) on the Business Day of
the proposed Swing Advance. Upon fulfillment of the applicable conditions set
forth in Article III, the Swing Advance Bank will make each Swing Advance
available on the same day to the Borrower at the Agent's address referred to in
Section 10.2. All Swing Advances shall bear interest at the same rate, and be
payable on the same basis, as Base Rate Loans and shall be converted to Base
Rate Loans pursuant to Section 2.8(a).

(c) Each Swing Advance shall be in an aggregate amount of
not less than $1,000,000.00 or an integral multiple of $100,000.00 in excess
thereof.

(d) The Administrative Agent shall give to each Lender
prompt notice of the Administrative Agent's receipt

of a Notice of Borrowing for a Swing Advance and each Lender's Ratable Portion
thereof. Each Lender shall before 12:00 Noon (New York City time) on the next
Business Day (the "Settlement Date") make available to the Administrative
Agent, in immediately available funds, the amount of its Ratable Portion of the
principal amount of such Swing Advance. Upon such payment by a Lender, such
Lender shall be deemed to have made a Loan to the Borrower in the amount of
such payment. The Administrative Agent shall use such funds to repay the Swing
Advance to the Swing Advance Bank. To the extent that any Lender fails to make
such payment to the Swing Advance Bank, the Borrower shall repay such Swing
Advance on demand and in any event on the Termination Date.

(e) During the continuance of a Default under Section
8.1(e), each Lender shall acquire, without recourse or warranty, an undivided
participation in each Swing Advance otherwise required to be repaid by such
Lender pursuant to the preceding paragraph, which participation shall be in a
principal amount equal to such Lender's Ratable Portion of such Swing Advance,
by paying to the Swing Advance Bank on the date on which such Lender would
otherwise have been required to make a payment in respect of such Swing Advance
pursuant to the preceding paragraph, in immediately available funds, an amount
equal to such Lender's Ratable Portion of such Swing Advance. If such amount
is not in fact made available to the Swing Advance Bank on the date when the
Swing Advance would otherwise be required to be made pursuant to the preceding
paragraph, the Swing Advance Bank shall be entitled to recover such amount on
demand from that Lender together with interest accrued from such date at the
Federal Funds Rate. From and after the date on which any Lender purchases an
undivided participation interest in a Swing Advance pursuant to this paragraph
(e), the Swing Advance Bank shall promptly distribute to such Lender such
Lender's Ratable Portion of all payments of principal and of interest on such
Swing Advance, other than those received from a Lender pursuant to Section 2.16
or this or the preceding paragraph (d). If any payment made by or on behalf of
the Borrower and received by the Swing Advance Bank with respect to any Swing
Advance is rescinded or must otherwise be returned by the Swing Advance Bank
for any reason and the Swing Advance Bank has made a payment to the
Administrative Agent, on account thereof, each Lender shall, upon notice to the
Swing Advance Bank, forthwith pay over to the Swing Advance Bank an amount
equal to such Lender's pro rata share of the payment so rescinded or returned
based on the respective amounts paid in respect

thereof to the Lenders pursuant to the preceding paragraph (d).

2.18. Letter of Credit. (a) Subject to and upon the terms
and conditions herein set forth, the Borrower may request that the Issuing
Lender issue, at any time and from time to time on and after the Closing Date
and prior to the Termination Date, for the account of the Borrower and for the
benefit of any holder (or any trustee, agent or other similar representative
for any such holders) of L/C Supportable Obligations of the Borrower, an
irrevocable standby letter of credit, in a form customarily used by the Issuing
Lender or in such other form as has been approved by the Issuing Lender in its
discretion (each such standby letter of credit, a "Letter of Credit") in
support of such L/C Supportable Obligations.

(b) Subject to the terms and conditions contained herein,
the Issuing Lender hereby agrees that it will, at any time and from time to
time on or after the Closing Date and prior to the Termination Date, following
its receipt of the respective Letter of Credit Request, issue for the account
of the Borrower one or more Letters of Credit in support of such L/C
Supportable Obligations of the Borrower as are permitted to remain outstanding
without giving rise to a Default or Event of Default hereunder, provided that
the Issuing Lender shall be under no obligation to issue any Letter of Credit
if at the time of such issuance:

(i) any order, judgment or decree of any governmental
authority or arbitrator shall purport by its terms to enjoin or
restrain the Issuing Lender from issuing such Letter of Credit or any
requirement of law applicable to the Issuing Lender or any request or
directive (whether or not having the force of law) from any
governmental authority with jurisdiction over the Issuing Lender shall
prohibit, or request that the Issuing Lender refrain from, the
issuance of letters of credit generally or such Letter of Credit in
particular or shall impose upon the Issuing Lender with respect to
such Letter of Credit any restriction or reserve or capital
requirement (for which the Issuing Lender is not otherwise
compensated) not in effect on the date hereof, or any unreimbursed
loss, cost or expense which was not applicable, or known to the
Issuing Lender as of the date hereof and which the Issuing Lender in
good ▇▇▇▇▇ ▇▇▇▇▇ material to it; or

(ii) the Issuing Lender shall have received notice from any
Lender prior to the issuance of such Letter of Credit of the type
described in the second sentence of Section 2.19(b).

(c) Notwithstanding the foregoing, (i) no Letter of
Credit shall be issued the Stated Amount of which, when added to the Letter of
Credit Outstandings (exclusive of Unpaid Drawings which are repaid on the date
of, and prior to the issuance of, the respective Letter of Credit) and the
aggregate principal amount of all Loans then outstanding, would exceed the
lesser of (x) the Commitments at such time and (y) the Borrowing Base at such
time, (ii) each Letter of Credit shall be denominated in Dollars, (iii) each
Letter of Credit shall by its terms terminate on or before the earlier of (A)
the date which occurs 12 months after the date of the issuance thereof
(although any such Letter of Credit may be automatically extendable for
successive periods of up to 12 months, but not beyond the tenth Business Day
prior to the Termination Date, on terms acceptable to the Issuing Lender) and
(B) the tenth Business Day prior to the Termination Date, (iv) the Stated
Amount of each Letter of Credit upon issuance shall be not less than $100,000
or such lesser amount as is acceptable to the Issuing Lender and (v) no Letter
of Credit shall be issued the Stated Amount of which, when added to (y) the
Letter of Credit Outstandings (exclusive of Unpaid Drawings which are repaid on
the date of, and prior to the issuance of, the respective Letter of Credit) and
(z) any Loans made for working capital purposes would exceed 10% of the total
Commitments then in effect.

2.19 Letter of Credit Requests. (a) Whenever the Borrower
desires that a Letter of Credit be issued for its account, the Borrower shall
give the Administrative Agent and the Issuing Lender at least five Business
Days' (or such shorter period as is acceptable to the Issuing Lender) written
notice thereof. Each notice shall be in the form of Exhibit K (each a "Letter
of Credit Request").

(b) The making of each Letter of Credit Request shall be
deemed to be a representation and warranty by the Borrower that such Letter of
Credit may be issued in accordance with, and will not violate the requirements
of, Section 2.18(c). Unless the Issuing Lender has received notice from any
Lender before it issues a Letter of Credit that one or more of the conditions
specified in Article III, are not then satisfied, or that the issuance of such
Letter of Credit would violate Section 2.18(c), then the Issuing Lender may
issue the requested Letter of Credit for the

account of the Borrower in accordance with the Issuing Lender's usual and
customary practices. Upon the issuance of any Letter of Credit, the Issuing
Lender shall promptly notify each Lender of such issuance and such notice shall
be accompanied by a copy of the issued Letter of Credit.

2.20 Letter of Credit Participations. (a) Immediately upon
the issuance by the Issuing Lender of any Letter of Credit, the Issuing Lender
shall be deemed to have sold and transferred to each Lender, other than the
Issuing Lender (each such Lender, in its capacity under Section 2.20, a
"Participant"), and each such Participant shall be deemed irrevocably and
unconditionally to have purchased and received from the Issuing Lender, without
recourse or warranty, an undivided interest and participation, to the extent of
such Participant's Ratable Portion, in such Letter of Credit, each drawing made
thereunder and the obligations of the Borrower under this Agreement with
respect thereto (excluding the Facing Fee), and any security therefor or
guaranty pertaining thereto. Upon any change in the Commitments of the
Lenders, it is hereby agreed that, with respect to any outstanding Letters of
Credit and Unpaid Drawings, there shall be an automatic adjustment to the
participations pursuant to this Section 2.20 to reflect the new Ratable
Portions of the Lenders.

(b) In determining whether to pay under any Letter of
Credit, the Issuing Lender shall have no obligation relative to the other
Lenders other than to confirm that any documents required to be delivered under
such Letter of Credit appear to have been delivered and that they appear to
comply on their face with the requirements of such Letter of Credit. Any
action taken or omitted to be taken by the Issuing Lender under or in
connection with any Letter of Credit if taken or omitted in the absence of
gross negligence or willful misconduct, shall not create for the Issuing Lender
any resulting liability to the Borrower or any Lender.

(c) In the event that the Issuing Lender makes any
payment under any Letter of Credit and the Borrower shall not have reimbursed
such amount in full to the Issuing Lender pursuant to Section 2.21(a), the
Issuing Lender shall promptly notify the Administrative Agent, which shall
promptly notify each Participant, of such failure, and each Participant shall
promptly and unconditionally pay to the Issuing Lender the amount of such
Participant's Ratable Portion of such unreimbursed payment in Dollars and same
day funds. If the Administrative Agent so notifies any

Participant prior to 11:00 A.M. (New York time) on any Business Day, such
Participant shall make available such funds to the Issuing Lender on such
Business Day. If and to the extent such Participant shall not have so made its
Ratable Portion of the amount of such payment available to the Issuing Lender,
such Participant agrees to pay to the Issuing Lender, forthwith on demand such
amount, together with interest thereon, for each day from such date until the
date such amount is paid to the Issuing Lender at the overnight Federal Funds
Rate. The failure of any Participant to make available to the Issuing Lender
its Ratable Portion of any payment under any Letter of Credit shall not relieve
any other Participant of its obligation hereunder to make available to the
Issuing Lender its Ratable Portion of any payment under Letter of Credit on the
date required, as specified above, but no Participant shall be responsible for
the failure of any other Participant to make available to the Issuing Lender
such other Participant's Ratable Portion of any such payment.

(d) Whenever the Issuing Lender receives a payment of a
reimbursement obligation as to which it has received any payments from the
Participants pursuant to clause (c) above, the Issuing Lender shall forward
such payment to the Administrative Agent, which in turn shall distribute such
funds to each Participant in accordance with the terms of Section 2.14.

(e) Upon the request of any Participant, the Issuing
Lender shall furnish to such Participant copies of any Letter of Credit issued
by it and such other documentation as may reasonably be requested by such
Participant.

(f) The obligations of the Participants to make payments
to the Issuing Lender with respect to Letters of Credit issued by it shall be
irrevocable and not subject to any qualification or exception whatsoever and
shall be made in accordance with the terms and conditions of this Agreement
under all circumstances, including, without limitation any of the following
circumstances:

(i) any lack of validity or enforceability of
this Agreement or any of the other Loan Documents;

(ii) the existence of any claim, setoff, defense
or other right which the Borrower or any of its Subsidiaries may have
at any time against a beneficiary named in a Letter of Credit, any
transferee of any

Letter of Credit (or any Person for whom any such transferee may be
acting), the Administrative Agent, the Issuing Lender, any
Participant, or any other Person, whether in connection with this
Agreement, any Letter of Credit, the transactions contemplated herein
or any unrelated transactions (including any underlying transaction
between the Borrower and the beneficiary named in any such Letter of
Credit);

(iii) any draft, certificate or any other document
presented under any Letter of Credit proving to be forged, fraudulent,
invalid or insufficient in any respect or any statement therein being
untrue or inaccurate in any respect;

(iv) the surrender or impairment of any security
for the performance or observance of any of the terms of any of the
Loan Documents; or

(v) the occurrence of any Default or Event of
Default.

2.21 Agreement to Repay Letter of Credit Drawings. (a) The
Borrower hereby agrees to reimburse the Issuing Lender, by making payment to
the Administrative Agent in accordance with the terms of the first sentence of
Section 2.14, for any drawing (each, a "Drawing") made by it under any Letter
of Credit (each such Drawing until reimbursed, an "Unpaid Drawing"), no later
than five Business Days after the date of such Drawing, with interest on the
amount of such Drawing, to the extent not reimbursed prior to 11:00 A.M. (New
York time) on the date of such Drawing, from and including the date of such
Drawing to but excluding the date the Issuing Lender was reimbursed by the
Borrower therefor at a rate per annum which shall be the Base Rate in effect
from time to time plus the Applicable Margin for Loans maintained as Base Rate
Loans, provided, however, to the extent such amounts are not reimbursed prior
to 11:00 A.M. (New York time) on the sixth Business Day following such Drawing,
interest shall thereafter accrue on the amount (and until reimbursed by the
Borrower) at a rate per annum which shall be the Base Rate in effect from time
to time plus 4%, in each such case, with interest to be payable on demand. The
Issuing Lender shall give the Borrower prompt written notice of each Drawing
under any Letter of Credit, provided that the failure to give any such notice
shall in no way affect, impair or diminish the Borrower's obligations
hereunder.

(b) The obligations of the Borrower under this Section
2.21 to reimburse the Issuing Lender with respect to Drawings (including
interest thereon) shall be absolute and unconditional under any and all
circumstances and irrespective of any setoff, counterclaim or defense to
payment which the Borrower may have or have had against any Lender (including
in its capacity as the Issuing Lender or as a Participant), or any
nonapplication or misapplication by the beneficiary of the proceeds of such
Drawing, the Issuing Lender's only obligation to the Borrower being to confirm
that any documents required to be delivered under such Letter of Credit appear
to have been delivered and that they appear to comply on their face with the
requirements of such Letter of Credit. Any action taken or omitted to be taken
by the Issuing Lender under or in connection with any Letter of Credit if taken
or omitted in the absence of gross negligence or willful misconduct, shall not
create for the Issuing Lender any resulting liability to the Borrower.

ARTICLE III

CONDITIONS TO EFFECTIVENESS
OF THIS AGREEMENT AND OF LENDING
AND OF ISSUANCE OF LETTERS OF CREDIT

3.1. Conditions Precedent to Effectiveness of this Agreement,
to Initial Loans and Letters of Credit. The effectiveness of this Agreement
and the obligation of each Lender to make its initial Loan hereunder and the
obligation of the Issuing Lender to issue a Letter of Credit hereunder is
subject to satisfaction of the conditions precedent that the Administrative
Agent shall have received counterparts of this Agreement duly executed by each
Borrower, each Lender, the Administrative Agent and ▇▇▇▇▇ Fargo, together with
the following, each dated the Effective Date (hereinafter defined) unless
otherwise indicated, in form and substance satisfactory to the Administrative
Agent and (except for the Notes) in sufficient copies for each Lender (the date
of satisfaction of the conditions precedent set forth in this Section 3.1 and
in Section 3.2 being the "Effective Date"):

(a) The Notes to the order of the Lenders, respectively.

(b) A certificate of the Secretary or an Assistant
Secretary of each Loan Party (or, as applicable, of such Loan Party's partners)
certifying (i) the resolutions of its Board of Trustees or Directors, as

appropriate, approving each Loan Document to which it is a party, (ii) all
documents evidencing other necessary trust, partnership or corporate action, as
appropriate, and required governmental and third party approvals, licenses and
consents with respect to each Loan Document to which it is a party and the
transactions contemplated thereby, (iii) a copy of its and each of its
Subsidiaries' and Eligible Joint Ventures' declaration of trust, certificates
of incorporation, by-laws, partnership agreements and certificates of
partnership as appropriate, as of the Effective Date, and (iv) the names and
true signatures of each of its officers who has been authorized to execute and
deliver any Loan Document or other document required hereunder to be executed
and delivered by or on behalf of such Person.

(c) A copy of the declaration of trust or articles or
certificate of incorporation or partnership agreement or certificate of
partnership, as appropriate, of each Loan Party and of each of its Subsidiaries
and Eligible Joint Ventures which is not a Loan Party certified as of a recent
date by the Secretary of State of the state of formation of such Loan Party or
Subsidiary, together with certificates of such official attesting to the good
standing of each such Loan Party, Subsidiary and Eligible Joint Ventures.

(d) Favorable opinion(s) of counsel to the Loan Parties,
in substantially the form(s) of Exhibit D, and as to such other matters as any
Lender through the Administrative Agent may reasonably request.

(e) A certificate of the chief financial officer of the
Borrower, stating that the Borrower is Solvent after giving effect to the
initial Loans, the application of the proceeds thereof in accordance with
Section 6.10 and the payment of all estimated legal, accounting and other fees
related hereto and thereto.

(f) Evidence that the insurance required by Section 6.4
is in full force and effect.

(g) Such additional documents, information and materials
as any Lender, through the Administrative Agent, may reasonably request.

(h) A certificate, signed by a Responsible Officer of the
Borrower, stating that the following statements are true and correct on the
Effective Date:

(i) The statements set forth in Section 3.3 are true
after giving effect to the Loans being made on the Effective Date.

(ii) All costs and accrued and unpaid fees and expenses
(including, without limitation, legal fees and expenses) required to
be paid to the Lenders on or before the Effective Date, including,
without limitation, those referred to in Sections 2.4 and 10.4, to the
extent then due and payable, have been paid.

(iii) All necessary governmental and third party approvals
required to be obtained by any Loan Party in connection with the
transactions contemplated hereby have been obtained and remain in
effect, and all applicable waiting periods have expired without any
action being taken by any competent authority which restrains,
prevents, impedes, delays or imposes materially adverse conditions
upon any of the transactions contemplated hereby.

(iv) There exists no judgment, order, injunction or other
restraint prohibiting or imposing materially adverse conditions upon
any of the transactions contemplated hereby.

(v) There exists no claim, action, suit, investigation or
proceeding (including, without limitation, shareholder or derivative
litigation) pending or, to the knowledge of the Borrower, threatened
in any court or before any arbitrator or Governmental Authority which
relates to the Loan Documents or the financing hereunder or which, if
adversely determined, would have a Material Adverse Effect.

(vi) There has been no Material Adverse Change since June
30, 1996 in the corporate, capital or legal structure of the Borrower
or any of its Subsidiaries without the consent of the Administrative
Agent.

(vii) The Borrower's Tangible Net Worth is not less than
the Minimum Tangible Net Worth.

(i) A Borrowing Base Certificate, executed by a
Responsible Officer of the Borrower, satisfactory to the Administrative Agent,
together with copies of the Eligible

Hotel Documents in respect of each of the Eligible Hotels shown listed thereon.

(j) A Compliance Certificate, executed by the Chief
Financial Officer of the Borrower substantially in the form attached as Exhibit
G hereto.

(k) Each Subsidiary Guaranty, duly executed by the
Guarantor party thereto.

3.2. Additional Conditions Precedent to Effectiveness of this
Agreement, to Initial Loans and Letters of Credit. The effectiveness of this
Agreement, the obligation of each Lender to make its initial Loan hereunder and
the obligation of the Issuing Lender to issue Letters of Credit hereunder is
subject to the further conditions precedent that:

(a) No Lender or the Issuing Lender in its sole judgment
exercised reasonably shall have determined (i) that there has been any Material
Adverse Change since June 30, 1996 or (ii) that there has occurred any adverse
change which such Lender deems material in the financial markets generally,
since June 30, 1996 or (iii) that there is any claim, action, suit,
investigation, litigation or proceeding (including, without limitation,
shareholder or derivative litigation) pending or threatened in any court or
before any arbitrator or Governmental Authority which, if adversely determined,
would have a Material Adverse Effect; and nothing shall have occurred since
June 30, 1996 which, in the judgment of any Lender, has had a Material Adverse
Effect.

(b) Each Lender and the Issuing Lender shall be
satisfied, in its sole judgment, exercised reasonably, with the corporate,
capital, legal and management structure of the Borrower and its Subsidiaries,
and shall be satisfied, in its sole judgment exercised reasonably, with the
nature and status of all Contractual Obligations, securities, labor, tax,
ERISA, employee benefit, environmental, health and safety matters, in each
case, involving or affecting the Borrower or any of its Subsidiaries.

3.3. Conditions Precedent to Each Loan and Letter of Credit.
The obligation of each Lender to make any Loan (including the Loan being made
by such Lender on the Effective Date) and the obligation of the Issuing Lender
to issue a Letter of Credit shall be subject to the further conditions
precedent that:

(a) The following statements shall be true on the date of
such Loan or issuance, before and after giving effect thereto and to the
application of the proceeds therefrom (and the acceptance by the Borrower of
the proceeds of such Loan or such Letter of Credit shall constitute a
representation and warranty by the Borrower that on the date of such Loan or
issuance such statements are true):

(i) The representations and warranties of the
Borrower contained in Article IV and of each Loan Party in the other
Loan Documents are correct on and as of such date as though made on
and as of such date (it being understood and agreed that any
representation or warranty which by its terms is made on a specified
date shall be required to be true and correct only as of such
specified date); and

(ii) No Default or Event of Default exists or will
result from the Loans being made or the Letters of Credit being issued
on such date.

(b) The making of the Loans or the issuance of the
Letters of Credit on such date does not violate any Requirement of Law and is
not enjoined, temporarily, preliminarily or permanently.

(c) The Administrative Agent shall have received a
Borrowing Base Certificate, executed by a Responsible Officer of the Borrower,
satisfactory to the Administrative Agent, together with (to the extent not
previously delivered) copies of the Eligible Hotel Documents in respect of each
of the Eligible Hotels shown listed thereon.

(d) The Administrative Agent shall have received such
additional documents, information and materials as any Lender, through the
Administrative Agent, may reasonably request.

ARTICLE IV

REPRESENTATIONS AND WARRANTIES

To induce the Lenders and the Administrative Agent to enter
into this Agreement, the Borrower represents and warrants to the Lenders and
the Administrative Agent that on and after the Effective Date:

4.1. Existence; Compliance with Law. Each Loan Party and
each of its Subsidiaries and Eligible Joint Ventures (i) is a real estate
investment trust or a corporation, limited liability company or limited
partnership, as specified herein, duly organized, validly existing and in good
standing under the laws of the jurisdiction of its formation; (ii) is duly
qualified as a foreign corporation, limited liability company or limited
partnership and in good standing under the laws of each jurisdiction where such
qualification is necessary, except for failures which in the aggregate have no
Material Adverse Effect; (iii) has all requisite corporate, limited liability
company or partnership power and authority and the legal right to own, pledge
and mortgage its properties, to lease (as lessee) the properties that it leases
as lessee, to lease or sublease (as lessor) the properties it owns and/or
leases (as lessee) and to conduct its business as now or currently proposed to
be conducted; (iv) is in compliance with its declaration of trust or
certificate of or formation and by-laws, regulations or partnership agreement,
as appropriate; (v) is in compliance with all other applicable Requirements of
Law except for such non-compliances as in the aggregate have no Material
Adverse Effect; and (vi) has all necessary licenses, permits, consents or
approvals from or by, has made all necessary filings with, and has given all
necessary notices to, each Governmental Authority having jurisdiction, to the
extent required for such ownership, leasing and conduct, except for licenses,
permits, consents or approvals which can be obtained by the taking of
ministerial action to secure the grant or transfer thereof or failures which in
the aggregate have no Material Adverse Effect.

4.2. Power; Authorization; Enforceable Obligations. (a) The
execution, delivery and performance by each Loan Party of the Loan Documents to
which it is a party and the consummation of the transactions related to the
financing contemplated hereby:

(i) are within such Loan Party's corporate,
partnership or trust powers, as appropriate;

(ii) have been duly authorized by all necessary
corporate, partnership or trust action, as appropriate, including,
without limitation, the consent of stockholders and general and/or
limited partners where required;

(iii) do not and will not (A) contravene any Loan
Party's or any of its Subsidiaries' or Eligible Joint Ventures'
respective declaration of trust, certificate of incorporation or
formation or by-laws, regulations, partnership agreement or other
comparable governing documents, (B) violate any other applicable
Requirement of Law (including, without limitation, Regulations G, T, U
and X of the Board of Governors of the Federal Reserve System), or any
order or decree of any Governmental Authority or arbitrator, (C)
conflict with or result in the breach of, or constitute a default
under, or result in or permit the termination or acceleration of, any
material Contractual Obligation of any Loan Party or any of its
Subsidiaries or Eligible Joint Ventures, or (D) result in the creation
or imposition of any Lien upon any of the property of any Loan Party
or any of its Subsidiaries or Eligible Joint Ventures; and

(iv) do not require the consent of, authorization
by, approval of, notice to, or filing or registration with, any
Governmental Authority or any other Person, other than those which
have been obtained or made and copies of which have been or will be
delivered to the Administrative Agent pursuant to Section 3.1, and
each of which on the Effective Date will be in full force and effect.

(b) This Agreement has been, and each of the other Loan
Documents has been, or will have been upon delivery thereof pursuant to Section
3.1, duly executed and delivered by each Loan Party thereto. This Agreement
is, and the other Loan Documents are or will be, when delivered hereunder, the
legal, valid and binding obligation of each Loan Party thereto, enforceable
against it in accordance with its terms except to the extent that
enforceability may be limited by applicable bankruptcy, insolvency, fraudulent
conveyance, reorganization, moratorium and similar laws affecting the
enforcement of creditor's rights and remedies generally.

4.3. Taxes. All federal, state, local and foreign tax
returns, reports and statements (collectively, the "Tax Returns") required to
be filed by the Borrower or any of its Tax Affiliates have been filed with the
appropriate governmental agencies in all jurisdictions in which such Tax
Returns, are required to be filed, all such Tax Returns are true and correct in
all material respects, and all taxes, charges and other impositions due and
payable

have been timely paid prior to the date on which any fine, penalty, interest,
late charge or loss may be added thereto for non-payment thereof, except where
contested in good faith and by appropriate proceedings if (i) adequate reserves
therefor have been established on the books of the Borrower or such Tax
Affiliate in conformity with GAAP and (ii) all such non-payments in the
aggregate have no Material Adverse Effect. Proper and accurate amounts have
been withheld by the Borrower and each of its respective Tax Affiliates from
their respective employees for all periods in full and complete compliance with
the tax, social security and unemployment withholding provisions of applicable
federal, state, local and foreign law and such withholdings have been timely
paid to the respective Governmental Authorities. None of the Borrower or any
of its Tax Affiliates has (i) executed or filed with the IRS any agreement or
other document extending, or having the effect of extending, the period for
assessment or collection of any charges; (ii) agreed or been requested to make
any adjustment under Section 481(a) of the Code by reason of a change in
accounting method or otherwise; or (iii) any obligation under any written tax
sharing agreement.

4.4. Full Disclosure. No written statement prepared or
furnished by or on behalf of any Loan Party or any of its Affiliates in
connection with any of the Loan Documents or the consummation of the
transactions contemplated thereby, and no financial statement delivered
pursuant hereto or thereto, contains any untrue statement of a material fact or
omits to state a material fact necessary to make the statements contained
herein or therein not misleading.

4.5. Financial Matters. (a) The consolidated balance sheet
of the Borrower and its Subsidiaries as at December 31, 1995, and the related
consolidated statements of income, retained earnings and cash flows of the
Borrower and its Subsidiaries for the fiscal year then ended, certified by
Coopers & ▇▇▇▇▇▇▇, L.L.P. and the consolidated balance sheets of the Borrower
and its Subsidiaries as at June 30, 1996, and the related consolidated
statements of income, retained earnings and cash flows of the Borrower and its
Subsidiaries for the six months then ended, certified by the chief financial
officer of the Borrower, copies of which have been furnished to each Lender,
fairly present, subject, in the case of said balance sheets as at June 30,
1996, and said statements of income, retained earnings and cash flows for the
six months then ended, to year-end audit adjustments, the consolidated
financial condition of the

Borrower and its Subsidiaries as at such dates and the consolidated results of
the operations of the Borrower and its Subsidiaries for the period ended on
such dates, all in conformity with GAAP.

(b) Since June 30, 1996, there has been no Material
Adverse Change and there have been no events or developments that in the
aggregate have had a Material Adverse Effect.

(c) Neither the Borrower nor any of its Subsidiaries had
at June 30, 1996 any material obligation, contingent liability or liability for
taxes, long-term leases or unusual forward or long-term commitment which is not
reflected in the balance sheet at such date referred to in subsection (a) above
or in the notes thereto.

(d) The Projections that have been delivered to each
Lender, were prepared on the basis of the assumptions expressed therein, which
assumptions the Borrower believed to be reasonable based on the information
available to the Borrower at the time so furnished and on the Closing Date.

(e) The Borrower is, and on a consolidated basis the
Borrower and its Subsidiaries are, Solvent.

4.6. Litigation. There are no pending or, to the knowledge
of the Borrower, threatened actions, investigations or proceedings affecting
the Borrower, any of its Subsidiaries or Eligible Joint Ventures, or (to the
best knowledge of the Borrower) any Operating Lessee or any of their respective
properties or revenues before any court, Governmental Authority or arbitrator,
other than those that in the aggregate, if adversely determined, would have no
Material Adverse Effect. The performance of any action by (a) any Loan Party
required or contemplated by any of the Loan Documents or (b) any Operator
required or contemplated by any Operating Lease or Management Agreement is not,
to the best knowledge of the Borrower, restrained or enjoined (either
temporarily, preliminarily or permanently), and, to the best knowledge of the
Borrower, no material adverse condition has been imposed by any Governmental
Authority or arbitrator upon any of the foregoing transactions contemplated by
the aforementioned documents.

4.7. Margin Regulations. The Borrower is not engaged in the
business of extending credit for the purpose of purchasing or carrying margin
stock (within the meaning of Regulation U issued by the Board of Governors of
the

Federal Reserve System), and no proceeds of any Borrowing will be used to
purchase or carry any margin stock or to extend credit to others for the
purpose of purchasing or carrying any margin stock.

4.8. Ownership of Borrower and DJONT; Subsidiaries. (a) The
authorized capital stock of FelCor consists of (i) 50,000,000 shares of common
stock, $.01 par value per share, of which 36,588,733 shares are issued and
outstanding as of the date hereof, and (ii) 10,000,000 shares of preferred
stock, $.01 par value per share, of which 6,050,000 shares, designated as $1.95
Series A Cumulative Convertible Preferred Stock, $25.00 per share liquidation
preference, are outstanding as of the date hereof. All of the outstanding
capital stock of FelCor has been validly issued, is fully paid and
non-assessable. At least 200,000 shares of FelCor common stock, and/or units
of limited partner interest in FelCor LP that are redeemable for common stock
of FelCor is owned, in the aggregate, beneficially by ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ and
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, ▇▇., free and clear of all Liens.

(b) FelCor is the sole general partner of FelCor LP and,
as of the date hereof, owns beneficially and of record at least 90.6% of the
partnership interests of FelCor LP free and clear of all Liens.

(c) As of the date hereof (x) the outstanding membership
interests of DJONT consist of 50% voting Class A membership interests, 50%
non-voting Class B membership interests and (y) other than Class A and Class B
membership interests, there are no other outstanding classes of membership
interests of DJONT. ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ and ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, ▇▇. own,
beneficially, all of the voting Class A membership interests in DJONT, free and
clear of all Liens.

(d) Set forth on Schedule 4.8 hereto is a complete and
accurate list showing, as of the Effective Date, all Subsidiaries and
Unconsolidated Entities of the Borrower and, as to each such Subsidiary and
Unconsolidated Entity, the jurisdiction of its formation and the percentage of
the outstanding Stock of each class owned (directly or indirectly) by the
Borrower. No Stock of any Subsidiary or Unconsolidated Entity of the Borrower
is subject to any outstanding option, warrant, right of conversion or purchase
or any similar right other than certain rights of first refusal contained in
partnership agreements to which the Borrower or a Subsidiary is a party. All
of the outstanding

capital Stock of each such Subsidiary and Unconsolidated Entity owned by the
Borrower has been validly issued, is fully paid and (except for partnership
interests) non-assessable, and all outstanding capital Stock of its
Subsidiaries and Unconsolidated Entities owned by the Borrower is free and
clear of all Liens. Neither the Borrower nor any such Subsidiary or
Unconsolidated Entity is a party to, or has knowledge of, any agreement
restricting the transfer or hypothecation of any shares of Stock of any such
Subsidiary or Unconsolidated Entity, other than those imposed by Requirements
of Law, or the Loan Documents.

4.9. ERISA. (a) There are no Multiemployer Plans.

(b) Each Plan and any related trust intended to qualify
under Code Section 401 or 501 has been determined by the IRS to be so qualified
and to the best knowledge of the Borrower nothing has occurred which would
cause the loss of such qualification.

(c) None of the Borrower, any of its Subsidiaries or any
ERISA Affiliate, with respect to any Pension Plan, has failed to make any
contribution or pay any amount due as required by Section 412 of the Code or
Section 302 of ERISA or the terms of any such plan, and all required
contributions and benefits have been paid in accordance with the provisions of
each such plan.

(d) There are no pending or, to the knowledge of the
Borrower, threatened claims, actions or proceedings (other than claims for
benefits in the normal course), relating to any Plan other than those that in
the aggregate, if adversely determined, would have no Material Adverse Effect.

(e) No Pension Plan has any unfunded accrued benefit
liabilities, as determined by using reasonable actuarial assumptions utilized
by such plan's actuary for funding purposes. Within the last five years none
of the Borrower, any of its Subsidiaries or any ERISA Affiliate has caused a
Pension Plan with any such liabilities to be transferred outside of its
"controlled group" (within the meaning of Section 4001(a)(14) of ERISA).

(f) No Plan provides for continuing health, disability,
accident or death benefits or coverage for any participant or his or her
beneficiary after such participant's termination of employment (except as may
be

required by Section 4980B of the Code and at the sole expense of the
participant or the beneficiary) which would result in the aggregate under all
Plans in a liability in an amount which would have a Material Adverse Effect.

(g) None of the assets of any of the Loan Parties are
subject to Title I of ERISA because they consist of "plan assets" within the
meaning of DOL Regulation Section 2510.3-101 by reason of an equity investment
in any of the Loan Parties.

4.10. Indebtedness. Except as disclosed on Schedule 4.10, as
of the date hereof, none of the Borrower or any of its Subsidiaries or
Unconsolidated Entities has any Indebtedness.

4.11. Restricted Payments. From and after the Closing Date,
the Borrower has not declared or made any Restricted Payments (other than those
permitted pursuant to Section 7.4).

4.12. No Burdensome Restrictions; No Defaults. (a) No Loan
Party nor any of its Subsidiaries or Eligible Joint Ventures (i) is a party to
any Contractual Obligation the compliance with which would have a Material
Adverse Effect or the performance of which by any thereof, either
unconditionally or upon the happening of an event, will result in the creation
of a Lien on the property or assets of any such Loan Party or its Subsidiaries,
or (ii) is subject to any charter or corporate restriction which has a Material
Adverse Effect.

(b) No Loan Party or Subsidiary or Eligible Joint Venture
of any Loan Party is in default under or with respect to any Contractual
Obligation owed by it and, to the knowledge of the Borrower, no other party is
in default under or with respect to any Contractual Obligation owed to any Loan
Party or to any Subsidiary or Eligible Joint Venture of a Loan Party, other
than those defaults which in the aggregate have no Material Adverse Effect.

(d) There is no Requirement of Law the compliance with
which by any Loan Party would have a Material Adverse Effect.

(e) As of the date hereof, no Subsidiary or Eligible
Joint Venture of the Borrower is subject to any Contractual Obligation (other
than as set forth in the governing documents thereof) restricting or limiting
its ability to transfer its assets to the Borrower or to declare or make any
dividend payment or other distribution on account of any shares of any class of
its Stock or its ability to purchase, redeem, or otherwise acquire for value or
make any payment in respect of any such shares or any shareholder rights.

4.13. Investments. Except as disclosed on Schedule 4.8 or
4.13, the Borrower and its Subsidiaries considered as a single enterprise, is
not engaged in any joint venture or partnership with any other Person nor does
it maintain any Investment, as of the date hereof.

4.14. Government Regulation. Neither the Borrower nor any of
its Subsidiaries or Eligible Joint Ventures is an "investment company" or an
"affiliated person" of, or "promoter" or "principal underwriter" for, an
"investment company", as such terms are defined in the Investment Company Act
of 1940, as amended, or subject to regulation under the Public Utility Holding
Company Act of 1935, the Federal Power Act, the Interstate Commerce Act, or any
other federal or state statute or regulation such that its ability to incur
Indebtedness is limited, or its ability to consummate the transactions
contemplated hereby or by any other Loan Document, or the exercise by the
Administrative Agent or any Lender of rights and remedies hereunder or
thereunder, is impaired. The making of the Loans by the Lenders, the
application of the proceeds and repayment thereof by the Borrower and the
consummation of the transactions contemplated by the Loan Documents will not
cause the Borrower or any of its Subsidiaries or Eligible Joint Ventures to
violate any provision of any of the foregoing or any rule, regulation or order
issued by the Securities and Exchange Commission thereunder.

4.15. Insurance. All policies of insurance of any kind or
nature owned by or issued to or for the benefit of any Loan Party or any of its
Subsidiaries or Eligible Joint Ventures, or issued in respect of any real
property owned or leased by the Borrower or any of its Subsidiaries or Eligible
Joint Ventures including, without limitation, policies of life, fire, theft,
product liability, public liability, property damage, other casualty, employee
fidelity, workers' compensation and employee health and welfare insurance, are
in full force and effect and are of a

nature and provide such coverage as is sufficient and as is customarily carried
by companies of the size and character of such Person. No Loan Party or any of
its Subsidiaries or Eligible Joint Ventures has been refused insurance for
which it applied or had any policy of insurance terminated (other than at its
request).

4.16. Labor Matters. (a) There are no strikes, work
stoppages, slowdowns or lockouts pending or threatened against or involving the
Borrower or its Subsidiaries or their respective Hotels, other than those which
in the aggregate have no Material Adverse Effect.

(b) There are no unfair labor practice charges,
arbitrations or grievances pending against or involving, or to the knowledge of
the Borrower threatened against or involving the Borrower or its Subsidiaries
or Eligible Joint Ventures, other than those which, in the aggregate, if
resolved adversely to the Borrower or such Subsidiary or Eligible Joint
Venture, would have no Material Adverse Effect.

(c) As of the Effective Date, neither the Borrower nor
any of its Subsidiaries or Eligible Joint Ventures are parties to, or have any
obligations under, any collective bargaining agreement.

(d) There is no organizing activity involving the
Borrower or any of its Subsidiaries or Eligible Joint Ventures pending or, to
the Borrower's knowledge, threatened by any labor union or group of employees,
other than those which in the aggregate have no Material Adverse Effect. There
are no representation proceedings pending or, to the Borrower's knowledge,
threatened with the National Labor Relations Board, and no labor organization
or group of employees of the Borrower or any of its Subsidiaries or Eligible
Joint Ventures have made a pending demand for recognition, other than those
which in the aggregate have no Material Adverse Effect.

4.17. Force Majeure. Neither the business nor the properties
of any Loan Party or any of their respective Subsidiaries or Eligible Joint
Ventures are currently suffering from the effects of any fire, explosion,
accident, strike, lockout or other labor dispute, drought, storm, hail,
earthquake, embargo, act of God or of the public enemy or other casualty
(whether or not covered by insurance), other than those which in the aggregate
have no Material Adverse Effect.

4.18. Use of Proceeds. The proceeds of the Loans will be
used by the Borrower solely as follows: (a) subject to the limitations set
forth herein, to fund any direct or indirect investment in existing Hotels, in
Hotels and/or interests in Hotels which are to be acquired by the Borrower or
any of its Subsidiaries, and for the payment of related transaction costs, fees
and expenses, and (b) as to the sum of up to $55,000,000 only, for general
corporate or working capital purposes or for Letters of Credit.

4.19. Environmental Protection. Except as disclosed on
Schedule 4.19 (and the Borrower represents and warrants to the Lenders and the
Administrative Agent that the matters disclosed in the reports identified on
Schedule 4.19 would not reasonably be expected to have a Material Adverse
Effect):

(a) to the best knowledge of Borrower and its
Subsidiaries, all real property leased or owned by the Borrower or any of its
Subsidiaries or Eligible Joint Ventures is free from contamination by any
Hazardous Material which could reasonably be expected to subject the Borrower
or any of its Subsidiaries to Environmental Liabilities and Costs of $1,000,000
or more;

(b) the operations of the Borrower and each of its
Subsidiaries or Eligible Joint Ventures, and the operations at any real
property leased or owned by the Borrower or any of its Subsidiaries or Eligible
Joint Ventures are in material compliance in all respects with all applicable
Environmental Laws;

(c) neither the Borrower nor any of its Subsidiaries or
Eligible Joint Ventures have liabilities with respect to Hazardous Materials
and, to the best knowledge of the Borrower and its Subsidiaries, no facts or
circumstances exist which could give rise to liabilities with respect to
Hazardous Materials which could reasonably be expected to subject the Borrower
or any of its Subsidiaries to Environmental Liabilities and Costs of $1,000,000
or more;

(d) (i) the Borrower and its Subsidiaries and Eligible
Joint Ventures and all real property owned or leased by the Borrower or its
Subsidiaries and Eligible Joint Ventures have all Environmental Permits
necessary for the operations at such real property and are in material
compliance with such Environmental Permits, (ii) there are no Legal Proceedings
pending nor, to the best knowledge of

the Borrower and its Subsidiaries, threatened to revoke, or alleging the
violation of, such Environmental Permits, and (iii) neither the Borrower nor
any of its Subsidiaries or Eligible Joint Ventures or to the best knowledge of
the Borrower and its Subsidiaries the Operators have received any notice from
any source to the effect that there is lacking any Environmental Permit
required in connection with the current use or operation of any property leased
or owned by the Borrower or any of its Subsidiaries or Eligible Joint Ventures;

(e) neither the Borrower's nor any of its Subsidiaries'
or Eligible Joint Ventures' current facilities and operations, nor, to the best
knowledge of the Borrower and its Subsidiaries, any Operator, any predecessor
of the Borrower or any of its Subsidiaries or Eligible Joint Ventures, nor any
of the Borrower's or its Subsidiaries' or Eligible Joint Ventures' past
facilities and operations, nor to the best knowledge of the Borrower and its
Subsidiaries, any owner of premises leased or operated by the Borrower and its
Subsidiaries and Eligible Joint Ventures, are subject to any outstanding
written Order or Contract, including Environmental Liens, with any Governmental
Authority or other Person, or to any federal, state, local, foreign or
territorial investigation respecting (i) Environmental Laws, (ii) Remedial
Action, (iii) any Environmental Claim, or (iv) the Release or threatened
Release of any Hazardous Material;

(f) neither the Borrower nor any of its Subsidiaries or
Eligible Joint Ventures or, to the best knowledge of the Borrower and its
Subsidiaries, Operators are subject to any pending Legal Proceeding alleging
the violation of any Environmental Law with respect to a Hotel nor, to the best
knowledge of the Borrower and its Subsidiaries, are any such proceedings
threatened;

(g) neither the Borrower nor any of its Subsidiaries or
Eligible Joint Ventures nor, to the best knowledge of the Borrower and its
Subsidiaries, any Operators or predecessor of the Borrower or any of its
Subsidiaries or Eligible Joint Ventures, nor to the best knowledge of the
Borrower and its Subsidiaries any owner of premises leased by the Borrower or
any of its Subsidiaries or Eligible Joint Ventures, have filed any notice under
federal, state or local, territorial or foreign law indicating past or present
treatment, storage, or disposal of or reporting a Release of Hazardous Material
into the environment;

(h) none of the operations of the Borrower or any of its
Subsidiaries or Eligible Joint Ventures or, to the best knowledge of the
Borrower and its Subsidiaries, of any Operators or predecessor of the Borrower
or any of its Subsidiaries or Eligible Joint Ventures, or, to the best
knowledge of the Borrower and its Subsidiaries, of any owner of premises leased
by the Borrower or any of its Subsidiaries or Eligible Joint Ventures, involve
or previously involved the generation, transportation, treatment, storage or
disposal of hazardous waste, as defined under 40 C.F.R. Part 261.3 (in effect
as of the date of this Agreement) or any state, local, territorial or foreign
equivalent; and

(i) there is not now, nor to the best knowledge of the
Borrower and its Subsidiaries, has there been in the past, on, in or under any
real property leased or owned by the Borrower or any of its Subsidiaries or
Eligible Joint Ventures, to the best knowledge of the Borrower and its
Subsidiaries or any of their predecessors (i) any underground storage tanks or
surface tanks, dikes or impoundments (other than for surface water), (ii) any
friable asbestos-containing materials, (iii) any polychlorinated biphenyls, or
(iv) any radioactive substances other than naturally-occurring radioactive
material.

4.20. Contractual Obligations Concerning Assets. As of the
date hereof, neither the Borrower nor any of its Subsidiaries owns or holds, or
is obligated under or a party to, any option, right of first refusal, or other
contractual right to purchase or acquire, or any Contractual Obligation to
effect an Asset Sale of, any Hotel owned or leased by the Borrower or any of
its Subsidiaries, except those that in the aggregate would not have a Material
Adverse Effect whether or not exercised.

4.21. Intellectual Property. The Loan Parties and its
Subsidiaries and Eligible Joint Ventures or the Operating Lessee own or license
or otherwise have the right to use all material licenses, permits, patents,
patent applications, trademarks, trademark applications, service marks, trade
names, copyrights, copyright applications, franchises, authorizations and other
intellectual property rights that are necessary for the operations of their
respective businesses, without infringement upon or conflict with the rights of
any other Person with respect thereto, including, without limitation, the
Licenses and all trade names associated with any private label brands of any
Loan

Party or any of its Subsidiaries or Eligible Joint Ventures. To the best
knowledge of the Borrower, no material slogan or other advertising device,
product, process, method, substance, part or component, or other material now
employed, or now contemplated to be employed, by any Loan Party or any of their
respective Subsidiaries or Eligible Joint Ventures or the Operating Lessee
infringes upon or conflicts with any rights owned by any other Person, and no
claim or litigation regarding any of the foregoing is pending or threatened.

4.22. Title. (a) Each Loan Party and their respective
Subsidiaries and Eligible Joint Ventures own good and marketable fee simple
absolute title to all of the Real Estate purported to be owned by them, which
Real Estate is at the date hereof described in Schedule 4.22(a), and good and
marketable title to, or valid leasehold interests in, all other properties and
assets purported to be leased by any Loan Party or any of their respective
Subsidiaries or Eligible Joint Ventures, including, without limitation, valid
leasehold interests pursuant to the Leases and all property reflected in the
balance sheet referred to in Section 4.5(a). Each Loan Party and its
respective Subsidiaries or Eligible Joint Ventures received all deeds,
assignments, waivers, consents, non-disturbance and recognition or similar
agreements, bills of sale and other documents, and have duly effected all
recordings, filings and other actions necessary to establish, protect and
perfect such Loan Party's and their respective Subsidiaries' or Eligible Joint
Ventures' right, title and interest in and to all such property except for such
documents or actions the failure to obtain or accomplish which would not have a
Material Adverse Effect.

(b) All material real property leased at the date hereof
by the Borrower or any of their respective Subsidiaries or Eligible Joint
Ventures is listed on Schedule 4.22(b). Each of such leases is valid and
enforceable in accordance with its terms and is in full force and effect. The
Borrower has delivered to the Administrative Agent true and complete copies of
each of such leases and all documents affecting the rights or obligations of
the Borrower or any of its Subsidiaries or Eligible Joint Ventures which is a
party thereto, including, without limitation, any non- disturbance and
recognition agreements, subordination agreements, attornment agreements and
agreements regarding the term or rental of any of the leases. None of the
Borrower or any of its respective Subsidiaries or Eligible Joint Ventures nor,
to the

knowledge of the Borrower, any other party to any such lease is in default of
its obligations thereunder or has delivered or received any notice of default
under any such lease, nor has any event occurred which, with the giving of
notice, the passage of time or both, would constitute a default under any such
lease, except for defaults which in the aggregate have no Material Adverse
Effect.

(c) All components of all improvements included within
the Hotels owned or leased, as lessee, by any Loan Party or Eligible Joint
Venture (collectively, "Improvements"), including, without limitation, the
roofs and structural elements thereof and the heating, ventilation, air
conditioning, plumbing, electrical, mechanical, sewer, waste water, storm
water, paving and parking equipment, systems and facilities included therein,
are in good working order and repair, subject to such exceptions which are not
reasonably likely to have, in the aggregate, a Material Adverse Effect. All
water, gas, electrical, steam, compressed air, telecommunication, sanitary and
storm sewage lines and systems and other similar systems serving the Hotels
owned or leased by any Loan Party or any of their respective Subsidiaries or
Eligible Joint Ventures are installed and operating and are sufficient to
enable the real property owned or leased by any Loan Party and their respective
Subsidiaries or Eligible Joint Ventures to continue to be used and operated in
the manner currently being used and operated, and no Loan Party or any of its
Subsidiaries or Eligible Joint Ventures has any knowledge of any factor or
condition that reasonably could be expected to result in the termination or
material impairment of the furnishing thereof. No Improvement or portion
thereof is dependent for its access, operation or utility on any land, building
or other Improvement not included in the real property owned or leased by any
Loan Party or any of its Subsidiaries or Eligible Joint Ventures other than for
access provided pursuant to a recorded easement or other right of way
establishing the right of such access.

(d) All Permits required to have been issued or
appropriate to enable all real property owned or leased by any Loan Party or
any of its Subsidiaries or Eligible Joint Ventures to be lawfully occupied and
used for all of the purposes for which they are currently occupied and used
have been lawfully issued and are in full force and effect, other than those
which in the aggregate have no Material Adverse Effect.

(e) No Loan Party or any of its Subsidiaries or Eligible
Joint Ventures has received any notice, or has any knowledge, of any pending,
threatened or contemplated condemnation proceeding affecting any real property
owned or leased by any Loan Party or any of its Subsidiaries or Eligible Joint
Ventures or any part thereof, or any proposed termination or impairment of any
parking at any such owned or leased real property or of any sale or other
disposition of any real property owned or leased by any Loan Party or any of
its Subsidiaries or Eligible Joint Ventures or any part thereof in lieu of
condemnation, which in the aggregate, are reasonably likely to have a Material
Adverse Effect.

(f) Except for events or conditions not reasonably likely
to have, in the aggregate, a Material Adverse Effect, (i) no portion of any
real property owned or leased by any Loan Party or any of its Subsidiaries or
Eligible Joint Ventures has suffered any material damage by fire or other
casualty loss which has not heretofore been completely repaired and restored to
its condition prior to such casualty, and (ii) no portion of any real property
owned or leased by any Loan Party or any of its Subsidiaries or Eligible Joint
Ventures is located in a special flood hazard area as designated by any Federal
Governmental Authorities.

4.23. Status as REIT. The Borrower is organized in
conformity with the requirements for qualification as an equity-oriented real
estate investment trust under the Code. Borrower has met all of the
requirements for qualification as an equity-oriented real estate investment
trust under the Code for its Fiscal Year ended December 31, 1996. The Borrower
is in a position to qualify for its current Fiscal Year as a real estate
investment trust under the Code and its proposed methods of operation will
enable it to so qualify.

4.24. Operator: Compliance with Law. To the best knowledge
of the Borrower and its Subsidiaries, each Operator (i) has full power and
authority and the legal right to own, lease (or sublease), manage and operate
(as applicable) the properties it operates and to conduct the business in which
it is currently engaged with respect to any real property owned or leased by
the Borrower or any of its Subsidiaries or Eligible Joint Ventures (ii) is duly
qualified or licensed and is in good standing under the laws of each
jurisdiction where its ownership, lease (or sublease), management or operation
of any real property

owned or leased by the Borrower or any of its Subsidiaries or Eligible Joint
Ventures requires such qualification, and (iii) is in compliance with all
Requirements of Law applicable to the real property owned or leased by the
Borrower or any of its Subsidiaries or Eligible Joint Ventures, or applicable
to the operation or management thereof except to the extent that the failure to
comply therewith is not reasonably likely to have, in the aggregate, a Material
Adverse Effect.

4.25. Operating Leases, Licenses and Management Agreement.
(a) Each of the Hotels (i) is leased to an Operating Lessee under an Operating
Lease (ii) is the subject of a License, and (iii) is managed and operated for
the Operating Lessee pursuant to a Management Agreement.

(b) Each of the Operating Leases, Licenses and Management
Agreements in respect of the Hotels (i) is in full force and effect, (ii) is a
legally valid and binding obligation of each of the parties thereto, subject to
such exceptions which are not reasonably likely to have, in the aggregate, a
Material Adverse Effect, and (iii) has not been modified, amended or
supplemented in any material or adverse way. Neither the Borrower nor any of
its Subsidiaries or Eligible Joint Ventures has collected any rents becoming
due under any Operating Lease more than 30 days in advance. All rent and other
sums and charges payable by any Operating Lessee under each Operating Lease to
which it is a party are current, no notice of default or termination under any
such Operating Lease is outstanding, no termination event or condition or
uncured default on the part of the Operating Lessee exists under any Operating
Lease, and no event of default has occurred which, with the giving of notice or
the lapse of time or both, would constitute such a default or termination event
or condition or uncured default on the part of the Borrower or its Subsidiaries
or Eligible Joint Ventures or the Operators (as the case may be), subject to
such exceptions which are not reasonably likely to have, in the aggregate, a
Material Adverse Effect. As to all of the Leases, Borrower and each of its
Subsidiaries or Eligible Joint Ventures has performed all of its repair and
maintenance obligations (if any) and, to the best knowledge and belief of
Borrower, each Operating Lessee under each Operating Lease to which it is a
party has performed all of its repair and maintenance obligations, subject to
such exceptions which are not reasonably likely to have, in the aggregate, a
Material Adverse Effect.

4.26. FF&E Reserves. An FF&E Reserve has been established in
respect of each of the Hotels and the Borrower or its Subsidiaries or Eligible
Joint Ventures have made any contributions to such FF&E Reserve as required by
the terms of the Operating Lease and/or the Management Agreement relating
thereto.

4.27. $100MM Facility. The $100MM Facility has been
converted to a secured term loan in an aggregate principal sum which does not
exceed $85,000,000 and with a final maturity of September 30, 2000. All
material documentation evidencing such conversion has been delivered to the
Administrative Agent.

ARTICLE V

FINANCIAL COVENANTS

As long as any of the Obligations or Commitments remain
outstanding, unless the requisite Lenders specified in Section 10.1 otherwise
consent in writing, the Borrower agrees with the Lenders and the Administrative
Agent that:

5.1. Gross Interest Expense Coverage. The Borrower shall
maintain at the end of each Fiscal Quarter, commencing with the Fiscal Quarter
ending on June 30, 1997, a ratio of (a) Adjusted EBITDA to (b) Gross Interest
Expense, in each case determined on the basis of the four (4) Fiscal Quarters
ending on the date of determination, of not less than 2.5:1.0.

5.2. Fixed Charge Coverage Ratio. The Borrower shall
maintain at the end of each Fiscal Quarter commencing with the Fiscal Quarter
ending on June 30, 1997, a ratio of (a) Adjusted EBITDA to (b) Fixed Charges,
in each case determined on the basis of the four (4) Fiscal Quarters ending on
the date of determination, of not less than 2.0:1.0.

5.3. Maintenance of Tangible Net Worth. The Borrower shall
maintain during each Fiscal Quarter a Tangible Net Worth of not less than the
Minimum Tangible Net Worth.
5.4. Limitations on Total Indebtedness. The Borrower shall
not, during each Fiscal Quarter on a consolidated basis, permit the Total
Indebtedness (including, without limitation, the Obligations and all

Capitalized Lease Obligations) of the Borrower for borrowed money to exceed 50%
of Total Value.

5.5. Limitations on Total Secured Indebtedness. The Borrower
shall not, during each Fiscal Quarter on a consolidated basis, permit the Total
Secured Indebtedness (including, without limitation, secured Obligations and
Capitalized Lease Obligations) of the Borrower, to exceed 20% of Total Value.

5.6. Adjusted NOI and Hotels. The Borrower shall ensure that
at the end of each Fiscal Quarter commencing with the Fiscal Quarter ending on
June 30, 1997 at least 50% of the aggregate Adjusted NOI generated by all
Hotels during the preceding four (4) Fiscal Quarters shall be generated by
Hotels wholly owned or leased by the Borrower or its wholly-owned Subsidiaries,
provided that, for Hotels owned or leased for less than four (4) Fiscal
Quarters only the Adjusted NOI generated by such Hotels since the date of
acquisition of such Hotel shall be included in calculating such aggregate
Adjusted NOI.

ARTICLE VI

AFFIRMATIVE COVENANTS

As long as any of the Obligations or the Commitments remain
outstanding, unless the Majority Lenders otherwise consent in writing, the
Borrower agrees with the Lenders and the Administrative Agent that:

6.1. Compliance with Laws, Etc. The Borrower shall comply,
and shall cause each of its Subsidiaries and Eligible Joint Ventures to comply,
in all material respects with all Requirements of Law, Contractual Obligations,
commitments, instruments, licenses, permits and franchises, including, without
limitation, all Permits; provided, however, that the Borrower shall not be
deemed in default of this Section 6.1 if all such non-compliances in the
aggregate have no Material Adverse Effect.

6.2. Conduct of Business. The Borrower shall (a) conduct,
and shall cause each of its Subsidiaries and Eligible Joint Ventures to
conduct, its business in the ordinary course and consistent with past practice;
(b) use, and cause each of its Subsidiaries and Eligible Joint Ventures to use,
its reasonable efforts, in the ordinary course and consistent with past
practice, to (i) preserve

its business and the goodwill and business of the customers, advertisers,
suppliers and others having business relations with the Borrower or any of its
Subsidiaries or Eligible Joint Ventures, and (ii) keep available the services
and goodwill of its present employees; (c) preserve, and cause each of its
Subsidiaries and Eligible Joint Ventures to preserve, all registered patents,
trademarks, trade names, copyrights and service marks with respect to its
business; and (d) perform and observe, and cause each of its Subsidiaries and
Eligible Joint Ventures to perform and observe, all the terms, covenants and
conditions required to be performed and observed by it under its Contractual
Obligations (including, without limitation, to pay all rent and other charges
payable under any lease and all debts and other obligations as the same become
due), and do, and cause its Subsidiaries and Eligible Joint Ventures to do, all
things necessary to preserve and to keep unimpaired its rights under such
Contractual Obligations; provided, however, that, in the case of each of
clauses (a) through (d), the Borrower shall not be deemed in default of this
Section 6.2 if all such failures in the aggregate have no Material Adverse
Effect.

6.3. Payment of Taxes, Etc. The Borrower shall pay and
discharge, and shall cause each of its Subsidiaries and Eligible Joint
Ventures, as appropriate, to pay and discharge, before the same shall become
delinquent, all lawful governmental claims, taxes, assessments, charges and
levies, except where contested in good faith, by proper proceedings, if
adequate reserves therefor have been established on the books of the Borrower
or the appropriate Subsidiary or Eligible Joint Venture in conformity with
GAAP; provided, however, that the Borrower shall not be deemed in default of
this Section 6.3 if all such non-payments in the aggregate have no Material
Adverse Effect.

6.4. Maintenance of Insurance. The Borrower shall maintain,
and shall cause each of its Subsidiaries and Eligible Joint Ventures to
maintain, insurance with responsible and reputable insurance companies or
associations in such amounts and covering such risks (including, without
limitation, fire, extended coverage, vandalism, malicious mischief, public
liability, product liability, and business interruption) as is usually carried
by companies engaged in similar businesses and owning similar properties in the
same general areas in which the Borrower or such Subsidiary or Eligible Joint
Venture. The Borrower will furnish to the Lenders from time to time such
information as may be requested as to such insurance.

6.5. Preservation of Existence, Etc. The Borrower shall
preserve and maintain, and shall cause each of its Subsidiaries and Eligible
Joint Ventures to preserve and maintain, its corporate or partnership
existence, rights (charter and statutory) and franchises, except as permitted
under Section 7.5.

6.6. Access. The Borrower shall, at any reasonable time and
from time to time, permit the Administrative Agent or any of the Lenders, or
any agents or representatives thereof, at the expense of the Lenders (but such
expense to be reimbursed by the Borrower in the event that any of the following
reveal a material Default by the Borrower), to (a) examine and make copies of
and abstracts from the records and books of account of the Borrower and each of
its Subsidiaries and Eligible Joint Ventures, (b) visit the properties of the
Borrower and each of its Subsidiaries and Eligible Joint Ventures, (c) discuss
the affairs, finances and accounts of the Borrower and each of its Subsidiaries
and Eligible Joint Ventures with any of their respective officers or directors,
and (d) communicate directly with the Borrower's independent certified public
accountants.

6.7. Keeping of Books. The Borrower shall keep, and shall
cause each of its Subsidiaries and Eligible Joint Ventures to keep, proper
books of record and account, in which proper entries shall be made of all
financial transactions and the assets and business of the Borrower and each
such Subsidiary or Eligible Joint Venture.

6.8. Maintenance of Properties, Etc. The Borrower shall
maintain and preserve, and shall cause each of its Subsidiaries and Eligible
Joint Ventures to maintain and preserve, (i) all of its properties which are
used or useful or necessary in the conduct of its business in good working
order and condition, and (ii) all rights, permits, licenses, approvals and
privileges (including, without limitation, all Permits) which are used or
useful or necessary in the conduct of its business; provided, however, that the
Borrower shall not be deemed in default of this Section 6.8 if all such
failures in the aggregate have no Material Adverse Effect.

6.9. Performance and Compliance with Other Covenants. The
Borrower shall perform and comply with, and shall cause each of its
Subsidiaries and Eligible Joint Ventures to perform and comply with, each of
the covenants and agreements set forth in each Contractual Obligation to

which it or any of its Subsidiaries or Eligible Joint Ventures is a party;
provided, however, that the Borrower shall not be deemed in default of this
Section 6.9 if all such failures in the aggregate have no Material Adverse
Effect.

6.10. Application of Proceeds. The Borrower shall use the
entire amount of the proceeds of the Loans as provided in Section 4.18.

6.11. Financial Statements. The Borrower shall furnish to
the Lenders:

(a) as soon as available and in any event within 45 days
after the end of each of the first three Fiscal Quarters of each Fiscal Year,
consolidated balance sheets of the Borrower and its Subsidiaries and DJONT as
of the end of such quarter and consolidated statements of income, retained
earnings and cash flow of the Borrower and its Subsidiaries and DJONT for the
period commencing at the end of the previous Fiscal Year and ending with the
end of such Fiscal Quarter, all prepared in conformity with GAAP and certified
by the chief financial officer of the Borrower or the chief financial officer
of DJONT, as appropriate, as fairly presenting the financial condition and
results of operations of the Borrower and its Subsidiaries and DJONT at such
date and for such period, together with (i) a certificate of said officer
stating that no Default or Event of Default has occurred and is continuing or,
if a Default or an Event of Default has occurred and is continuing, a statement
as to the nature thereof and the action which the Borrower or DJONT, as
appropriate, proposes to take with respect thereto, (ii) a schedule in form
satisfactory to the Administrative Agent of the computations used by the
Borrower or DJONT, as appropriate, in determining compliance with all financial
covenants contained herein, and (iii) a written discussion and analysis by the
management of the Borrower or DJONT, as appropriate, of the financial
statements furnished in respect of such Fiscal Quarter;

(b) as soon as available and in any event within 90 days
after the end of each Fiscal Year, consolidated balance sheets of the Borrower
and its Subsidiaries and DJONT as of the end of such year and consolidated
statements of income, retained earnings and cash flow of the Borrower and its
Subsidiaries and DJONT for such Fiscal Year, all prepared in conformity with
GAAP and certified, in the case of such consolidated financial statements, in a
manner reasonably acceptable to the Administrative Agent without

qualification as to the scope of the audit by Coopers & ▇▇▇▇▇▇▇ or other
independent public accountants of recognized national standing together with
(i) a schedule in form satisfactory to the Administrative Agent of the
computations used by the Borrower in determining, as of the end of such Fiscal
Year, the Borrower's or DJONT's, as appropriate, compliance with all financial
covenants contained herein, and (ii) a written discussion and analysis by the
management of the Borrower or DJONT, as appropriate, of the financial
statements furnished in respect of such Fiscal Year; and

(c) promptly after the same are received by the Borrower,
a copy of each management letter provided to the Borrower by its independent
certified public accountants which refers in whole or in part to any
inadequacy, defect, problem, qualification or other lack of fully satisfactory
accounting controls utilized by the Borrower or any of its Subsidiaries.

(d) within 45 days after the end of each Fiscal Quarter,
(i) a Borrowing Base Certificate as of the end of such Fiscal Quarter, executed
by a Responsible Officer of the Borrower, together with (to the extent not
previously delivered) copies of the Eligible Hotel Documents in respect of each
of the Eligible Hotels shown listed thereon, and (ii) a Compliance Certificate
as of the end of such Fiscal Quarter, executed by the Chief Financial Officer
of the Borrower.

6.12. Reporting Requirements. The Borrower shall furnish to
the Lenders:

(a) prior to any Asset Sale generating proceeds in excess
of 10% of the value of Total Assets of the Borrower, a notice (i) describing
the assets being sold, (ii) stating the estimated Asset Sales proceeds in
respect of such Asset Sale and (iii) accompanied by a Borrowing Base
Certificate and a certificate of the chief financial officer of the Borrower
stating that before and after giving effect to such Asset Sale, the Borrower
shall be in compliance with all of its covenants set forth in the Loan
Documents and that no Default or Event of Default will result from such Asset
Sale.

(b) as soon as available and in any event within 90 days
after the end of each Fiscal Year (or earlier if approved earlier by the Board
of Directors of the Borrower), an annual budget of the Borrower and its
Subsidiaries for

the succeeding Fiscal Year, displaying on a monthly and quarterly basis
anticipated balance sheets, forecasted Capital Expenditures, working capital
requirements, revenues, net income, cash flow, EBITDA, all on a consolidated
basis;

(c) promptly and in any event within 30 days after the
Borrower, any of its Subsidiaries or any ERISA Affiliate knows or has reason to
know that any ERISA Event has occurred, a written statement of the chief
financial officer or other appropriate officer of the Borrower describing such
ERISA Event or waiver request and the action, if any, which the Borrower, its
Subsidiaries and ERISA Affiliates propose to take with respect thereto and a
copy of any notice filed by or with the PBGC or the IRS pertaining thereto;

(d) promptly and in any event within 10 days after
receipt thereof, a copy of any adverse notice, determination letter, ruling or
opinion the Borrower, any of its Subsidiaries or any ERISA Affiliate receives
from the PBGC, DOL or IRS with respect to any Plan, other than those which, in
the aggregate, do not have any reasonable likelihood of resulting in a Material
Adverse Change;

(e) promptly after the commencement thereof, notice of
all actions, suits and proceedings before any domestic or foreign Governmental
Authority or arbitrator, affecting the Borrower or any of its Subsidiaries,
except those which in the aggregate, if adversely determined, would have no
Material Adverse Effect;

(f) promptly and in any event within two Business Days
after the Borrower becomes aware of the existence of (i) any Default or Event
of Default, (ii) any breach or non-performance of, or any default under, any
Operating Lease, Management Agreement or any Contractual Obligation which is
material to the business, prospects, operations or financial condition of the
Borrower and its Subsidiaries taken as one enterprise, or (iii) any Material
Adverse Change or any event, development or other circumstance which has any
reasonable likelihood of causing or resulting in a Material Adverse Change,
telephonic or telecopied notice in reasonable detail specifying the nature of
the Default, Event of Default, breach, non-performance, default, event,
development or circumstance, including, without limitation, the anticipated
effect thereof, which notice shall be promptly confirmed in writing within five
days;

(g) promptly after the sending or filing thereof, copies
of all reports which the Borrower sends to its security holders generally, and
copies of all reports and registration statements which the Borrower or any of
its Subsidiaries files with the Securities and Exchange Commission or any
national securities exchange or the National Association of Securities Dealers,
Inc.;

(h) promptly upon the request of any Lender, through the
Administrative Agent, copies of all federal tax returns and reports filed by
the Borrower or any of its Subsidiaries in respect of taxes measured by income
(excluding sales, use and like taxes);

(i) promptly and in any event within ten days of the
Borrower or any Subsidiary learning of any of the following, written notice to
the Administrative Agent of any of the following:

(i) the Release or threatened Release of any
Hazardous Material on or from any property owned or leased by the
Borrower of any of its Subsidiaries or Eligible Joint Ventures and any
written order, notice, permit, application or other written
communication or report received by the Borrower, any of its
Subsidiaries or Eligible Joint Ventures in connection with or relating
to any such Release or threatened Release, unless such Release or
threatened Release is not reasonably likely to subject the Borrower or
any of its Subsidiaries to Environmental Liabilities and Costs of
$500,000 or more;

(ii) any notice or claim to the effect that the
Borrower, any of its Subsidiaries or any Eligible Joint Ventures is or
may be liable to any Person as a result of the Release or threatened
Release of any Hazardous Material into the environment;

(iii) receipt by the Borrower, any of its
Subsidiaries or Eligible Joint Ventures or any Operator of
notification that any real or personal property of the Borrower or any
of its Subsidiaries is subject to an Environmental Lien;

(iv) any Remedial Action taken by the Borrower or
any of its Subsidiaries or Eligible Joint Ventures or any other Person
on their behalf in response to any Hazardous Material on, under or
about any real property owned or leased by the Borrower or

any of its Subsidiaries or Eligible Joint Ventures, unless such
Remedial Action is not reasonably likely to subject the Borrower or
any of its Subsidiaries or Eligible Joint Ventures to Environmental
Liabilities and Costs of $500,000 or more;

(v) receipt by the Borrower or any of its
Subsidiaries or Eligible Joint Ventures of any notice of violation of,
or knowledge by the Borrower or any of its Subsidiaries or any
Eligible Joint Ventures that there exists a condition which may result
in a violation by the Borrower or any of its Subsidiaries or Eligible
Joint Ventures of, any Environmental Law, unless such violation is not
reasonably likely to subject the Borrower or any of its Subsidiaries
to Environmental Liabilities and Costs of $500,000 or more;

(vi) any proposed Capital Expenditure by the
Borrower or any of its Subsidiaries or Eligible Joint Ventures
intended or designed to implement any existing or additional Remedial
Action, unless such expenditures are not reasonably likely to exceed
$500,000;

(vii) the commencement of any judicial or
administrative proceeding or investigation alleging a violation of any
Environmental Law; or

(viii) any proposed acquisition of stock, assets or
real property, or any proposed leasing of property by the Borrower, or
any of its Subsidiaries or Eligible Joint Ventures, unless such action
is not reasonably likely to subject the Borrower and its Subsidiaries
to Environmental Liabilities and Costs to the Borrower in excess of
$500,000;

(j) promptly, such additional financial and other
information respecting the financial or other condition of the Borrower or any
of its Subsidiaries or Eligible Joint Ventures or the Operating Lessee or the
status or condition of any real property owned or leased by the Borrower or its
Subsidiaries or Eligible Joint Ventures, or the operation thereof which the
Borrower is entitled to or can otherwise reasonably obtain, as the
Administrative Agent from time to time reasonably requests; and

(k) upon written request by any Lender through the
Administrative Agent, a report providing an update of the status of any
Environmental Claim, Remedial Action or

any other issue identified in any notice or report required pursuant to this
Section 6.12.

6.13. Leases and Operating Leases; Management Agreements and
Licenses. (a) The Borrower shall provide the Administrative Agent with a copy
of each Qualified Lease and each Operating Lease relating to an Eligible Hotel.
The Borrower shall, and shall cause each of its Subsidiaries and Eligible Joint
Ventures to, (i) comply in all material respects with all of their respective
obligations under all of their respective Leases and Operating Leases now or
hereafter held respectively by them with respect to real property, including,
without limitation, the Leases set forth in Schedule 4.22(b); (ii) not modify,
amend, cancel, extend or otherwise change in any materially adverse manner any
of the terms, covenants or conditions of any such Leases or Operating Leases;
(iii) not assign any Leases or sublet any portion of the premises if such
assignment or sublet would have a Material Adverse Effect; (iv) provide the
Administrative Agent with a copy of each notice of default under any Lease or
Operating Lease received by the Borrower or any Subsidiary or Eligible Joint
Venture of the Borrower immediately upon receipt thereof and deliver to the
Administrative Agent a copy of each notice of default sent by the Borrower or
any Subsidiary or Eligible Joint Venture of the Borrower under any Lease or
Operating Lease simultaneously with its delivery of such notice under such
Lease or Operating Lease except to the extent that such defaults, in the
aggregate, would not have a Material Adverse Effect; (v) notify the
Administrative Agent, not later than 30 days prior to the date of the
expiration of the term of any Qualified Lease, of the Borrower's or any
Subsidiary or Eligible Joint Venture of the Borrower's intention either to
renew or to not renew any such Qualified Lease, and, if the Borrower or any
Subsidiary or Eligible Joint Venture of the Borrower intends to renew such
Qualified Lease, the terms and conditions of such renewal; and (vi) maintain
each Operating Lease in full force and effect and enforce the obligations of
the Operating Lessee thereunder, in a timely manner except to the extent that
the failure to do so, in the aggregate, would not have a Material Adverse
Effect.

(b) The Borrower shall take all actions and do all things
within its power or control necessary or required to cause each Operating
Lessee to (i) keep, observe, comply with and perform all of the terms,
provisions, covenants and undertakings on its part required by each Operating
Lease, each License, each sublease and Management Agreement

relating to any Hotel, and (ii) to enforce the provisions of each License and
each Management Agreement, if the failure to comply or enforce such agreements
would be reasonably likely, in the aggregate, to have a Material Adverse
Effect.

6.14. Intentionally Omitted.

6.15. Employee Plans. For each Plan and any related trust
hereafter adopted or maintained by a Loan Party or any of its ERISA Affiliates
intended to qualify under Code Section 125, 401 or 501, the Borrower shall (i)
seek, and cause such of its ERISA Affiliates to seek, and receive determination
letters from the IRS to the effect that such plan is so qualified; and (ii)
cause such plan to be so qualified.

6.16. Intentionally Omitted.

6.17. Fiscal Year. The Borrower shall maintain as its Fiscal
Year the twelve month period ending on December 31 of each year.

6.18. Environmental Matters. (a) The Borrower shall comply
and shall cause each of its Subsidiaries and Eligible Joint Ventures and each
property owned or leased by such parties to comply in all material respects
with all applicable Environmental Laws currently or hereafter in effect.

(b) If Administrative Agent or Lenders at any time have a
reasonable basis to believe that there may be a material violation of any
Environmental Law by the Borrower or any of its Subsidiaries and Eligible Joint
Ventures or any Operator related to any real property owned or leased by the
Borrower or any of its Subsidiaries and Eligible Joint Ventures, or real
property adjacent to such real property, then the Borrower agrees, upon request
from the Administrative Agent, to provide the Administrative Agent, at the
Borrower's expense, with such reports, certificates, engineering studies or
other written material or data as the Administrative Agent or Lenders may
reasonably require so as to reasonably satisfy the Administrative Agent and
Lenders that the Borrower or such Subsidiary, Eligible Joint Venture or real
property owned or leased by them is in material compliance with all applicable
Environmental Laws. Furthermore, Administrative Agent shall have the right to
inspect during normal business hours any real property owned or leased by the
Borrower or any of its Subsidiaries or Eligible Joint Ventures if at any time
Administrative Agent

or Lenders have a reasonable basis to believe that there may be such a material
violation of Environmental Law.

(c) The Borrower shall, and shall cause each of its
Subsidiaries and Eligible Joint Ventures and each Operating Lessee to, take
such Remedial Action or other action as required by Environmental Laws, as any
Governmental Authority requires, except to the extent contested in good faith
and by proper proceedings, or as is appropriate and consistent with good
business practice.

6.19. REIT Requirements. The Borrower shall operate its
business at all times so as to satisfy all requirements necessary to qualify as
an equity-oriented real estate investment trust under Sections 856 through 860
of the Code. The Borrower will maintain adequate records so as to comply with
all record-keeping requirements relating to the qualification of the Borrower
as an equity-oriented real estate investment trust as required by the Code and
applicable regulations of the Department of the Treasury promulgated thereunder
and will properly prepare and timely file with the IRS all returns and reports
required thereby. The Borrower will request from its shareholders all
shareholder information required by the Code and applicable regulations of the
Department of Treasury promulgated thereunder.

6.20. Maintenance of FF&E Reserves. The Borrower shall cause
to be maintained the FF&E Reserves pursuant to the terms of the Operating
Leases.

6.21. Hotel Requirements. The Borrower shall cause:

(a) at least 60% of the "keys" to be maintained and
operated as Suite Hotels;

(b) at least 75% of the "keys" to be maintained and
operated under "Embassy Suites", "Doubletree" or "Sheraton" Licenses or to be
in the process of conversion to "Embassy Suites", "Doubletree" or "Sheraton"
Hotels;

provided, that in no event shall less than 50% of the "suites" be maintained
and operated under "Embassy Suites" Licenses and managed by Promus.

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6.22. Further Assurances. At any time upon the request of
the Administrative Agent, the Borrower will, promptly and at its expense,
execute, acknowledge and deliver such further documents and do such other acts
and things as the Administrative Agent may reasonably request to evidence the
Loans made hereunder and interest thereon in accordance with the terms of this
Agreement;

6.23. Borrowing Base Determination/Requirements. (a) Subject
to compliance with the terms and conditions of Section 3.1, the Administrative
Agent has accepted the Hotels listed on Schedule 6.23 as Eligible Hotels for
the purposes of the Borrowing Base as of the Effective Date, provided that the
parties acknowledge and agree that (i) the Embassy Suites Hotel located at Los
Angeles Airport, CA is subject to a mortgage in favor of FelCor LP but the
Administrative Agent has agreed, as a one time waiver only, to accept such
Hotel as an Eligible Hotel provided that such Hotel shall cease to be an
Eligible Hotel, inter alia, in the event that FelCor LP assigns its mortgage to
any other Person, and (ii) the Administrative Agent's acceptance of the Hotels
listed on Schedule 6.23 is based on outdated title insurance policies for such
Hotels. To the extent not already delivered by the Borrower, the Borrower
covenants and agrees to deliver to the Administrative Agent, within 45 days of
the Effective Date, title updates with respect to each of the Hotels listed on
Schedule 6.23 and, to the extent that such title updates reveal that any of
such Hotels are not Unencumbered, such Hotels shall cease to qualify as
Eligible Hotels.

(b) If the Borrower desires that the Administrative Agent
accept an additional Hotel as an Eligible Hotel for the purposes of the
Borrowing Base, the Borrower shall so notify the Administrative Agent in
writing. The Administrative Agent's acceptance of such Hotel in the Borrowing
Base shall not be unreasonably withheld, conditioned or delayed, provided such
Hotel shall meet the requirements for Eligible Hotels specified herein and
unless and until the Borrower has delivered to the Administrative Agent either
(y) the Eligible Hotel Documents relating to such Hotel in form and substance
reasonably satisfactory to the Administrative Agent or (z) a Borrowing Base
Certificate containing a representation that the Eligible Hotel Documents to be
delivered to the Administrative Agent will demonstrate that such Hotel is an
Eligible Hotel. In the case of (z) within five Business Days of the
designation of a Hotel as eligible and delivery of the Borrowing Base
Certificate pursuant to this Section,

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the Borrower shall deliver the Eligible Hotel Documents relating to such Hotel
to the Administrative Agent; if the Administrative Agent determines that such
Hotel, based upon its review of the applicable Eligible Hotel Documents, is not
an Eligible Hotel, then Borrower shall repay any Borrowing Base Imbalance
pursuant to the terms of Section 2.7(c)(iv) and, if so repaid, the
representation regarding the Eligible Hotel Documents for such Hotel contained
in the Borrowing Base Certificate delivered pursuant to (z) shall be deemed
withdrawn. Notwithstanding the foregoing, a Hotel shall remain included in the
Borrowing Base so long as such Hotel shall meet the requirements for Eligible
Hotels specified herein.

(c) The Borrower shall promptly notify the Administrative
Agent in writing in the event that at any time the Borrower or any of its
Subsidiaries receives or otherwise gains knowledge that (i) any Hotel included
in a prior Borrowing Base Certificate as an Eligible Hotel, ceases, for any
reason whatsoever, to be an Eligible Hotel, or (ii) that the Aggregate Value of
the Eligible Hotel is less than 90% of the Aggregate Value reflected in the
most recent Borrowing Base Certificate delivered pursuant hereto, or (iii) the
Loans outstanding at such time exceed the Available Credit at such time as a
result of any decrease in the Borrowing Base, and the amount of such excess.

(d) The Administrative Agent, at the expense of the
Lenders, which expense shall not exceed $10,000 without the consent of the
Majority Lenders (but such expense to be reimbursed by the Borrower in the
event that a Hotel fails to meet requirements for an Eligible Hotel in any
material respect) may make physical and other verifications of any Hotels
included as Eligible Hotels in any reasonable manner and through any medium
that the Administrative Agent considers advisable, and the Borrower shall
furnish all such assistance and information as the Administrative Agent may
require in connection therewith.

(e) Notwithstanding anything to the contrary set forth
herein, a Hotel shall cease to be an Eligible Hotel if it shall cease to comply
with the requirements therefor set forth herein.

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ARTICLE VII

NEGATIVE COVENANTS

As long as any of the Obligations or Commitments remain
outstanding, without the written consent of the Administrative Agent, the
Borrower agrees with the Lenders and the Administrative Agent that:

7.1. Restrictions on Creation of Subsidiaries. The Borrower
shall not create or acquire any direct or indirect wholly-owned Subsidiary
after the Closing Date unless, concurrently with the creation or acquisition
thereof, such Subsidiary executes and delivers to the Administrative Agent a
Subsidiary Guaranty.

7.2. Intentionally Omitted.

7.3. Lease Obligations. (a) The Borrower shall not create
or suffer to exist, or permit any of its Subsidiaries or Eligible Joint
Ventures to create or suffer to exist, any obligations as lessee for the rental
or hire of real or personal property of any kind under other leases or
agreements to lease entered into otherwise than in the ordinary course of
business.

(b) The Borrower shall not, and shall not permit any of
its Subsidiaries or Eligible Joint Ventures to, become or remain liable as
lessee or guarantor or other surety with respect to any lease, whether an
operating lease or a Capitalized Lease, of any property (whether real or
personal or mixed), whether now owned or hereafter acquired, which (i) the
Borrower or any of its Subsidiaries or Eligible Joint Ventures has sold or
transferred or is to sell or transfer to any other Person, or (ii) the Borrower
or any of its Subsidiaries or Eligible Joint Ventures intends to use for
substantially the same purposes as any other property which has been or is to
be sold or transferred by that entity to any other Person in connection with
such lease.

7.4. Restricted Payments. The Borrower, unless otherwise
required in order to maintain FelCor's status as a real estate investment trust
in accordance with the written advice of independent counsel to the Borrower,
the Borrower shall not declare or make any dividend payment or other
distribution of assets, properties, cash, rights, obligations or securities on
account or in respect of any of its Stock or Stock Equivalents (collectively,
"Restricted

103

Payments"); provided, that, notwithstanding the foregoing, during any period of
four consecutive Fiscal Quarters, (i) the Borrower may make Restricted Payments
in an aggregate amount not to exceed 85% of the consolidated Adjusted Funds
From Operations of the Borrower for such period and (ii) the aggregate amount
of Restricted Payments made shall not exceed 100% of Free Cash Flow of the
Borrower for such period.

7.5. Mergers, Stock Issuances, Asset Sales, Etc. (a) The
Borrower shall not sell, convey, transfer, lease or otherwise dispose of all or
substantially all of its assets or properties, and shall not, and shall not
permit any of its Subsidiaries or Eligible Joint Ventures to, (i) merge with
any Person, or (ii) consolidate with any Person, unless the Borrower or its
Subsidiary or Eligible Joint Venture is the surviving or resulting entity and,
following such merger or consolidation, no Default or Event of Default shall
have occurred.

(b) The Borrower shall not and shall not permit any of
its Subsidiaries or Eligible Joint Ventures to effect, enter into, consummate
or suffer to exist any Asset Sale(s) of any Hotel(s) generating proceeds
aggregating more than 25% of the value of the Hotels owned by the Borrower, its
Subsidiaries and Eligible Joint Ventures as at the Closing Date and shown
listed on Schedules 4.22(a) and (b) of the Original Revolving Credit Agreement.

(c) The Borrower shall not sell or otherwise dispose of,
or factor at maturity or collection, or permit any of its Subsidiaries or
Eligible Joint Ventures to sell or otherwise dispose of, or factor at maturity
or collection, any accounts receivables.

7.6. Restrictions on Construction/Budget Hotels. The
Borrower shall not, and shall not permit any of its Subsidiaries or Eligible
Joint Ventures to (a) engage in the construction of new hotels (provided that
nothing herein shall prohibit expansions to existing Hotels), (b) make
investments in any Non-Suite Hotels that will not be maintained as first class
full service hotels, (c) make Investments in any budget hotels, or (d) enter
into any commitments or agreements to purchase any Hotels under, or to be
under, original construction (provided that nothing herein shall limit
commitments or agreements for expansions to existing Hotels), pursuant to which
(i) such Persons' obligations, in the aggregate, exceed the lesser of (x) 15%
of the Total Assets of the Borrower as of the end of the

104

Fiscal Quarter immediately preceding the date of any such commitment or
agreement and (y) $200,000,000, or (ii) any such Person is or may be liable
for, or otherwise assumes, any risks relating to the development or
construction (but not operation) of such Hotel, whether by way of providing any
guaranties of completion, payment of any construction loans, payment of
construction cost overruns, or otherwise.

7.7. Change in Nature of Business or in Capital Structure.
(a) The Borrower shall not make, and shall not permit any of its Subsidiaries
or Eligible Joint Ventures to make, any material change in the nature or
conduct of its business as carried on at the Closing Date.

(b) The Borrower shall not make, and shall not permit any
of its Subsidiaries or Eligible Joint Ventures to make, any change in its
capital structure (including, without limitation, in the terms of its
outstanding Stock) or amend its declaration of trust, certificate of
incorporation or by-laws or other equivalent documents other than for changes
or amendments which in the aggregate have no Material Adverse Effect.

7.8. Modification of Material Agreements. The Borrower shall
not, and shall not permit any of its Subsidiaries or Eligible Joint Ventures
to, alter, amend, modify, rescind, terminate, supplement or waive any of their
respective rights under, or fail to comply in all material respects with, any
of its material Contractual Obligations unless approved by the Administrative
Agent, which approval shall not be unreasonably withheld, conditioned or
delayed; provided, however, that, with respect to any such failure to comply
with any Contractual Obligation, the Borrower shall not be deemed in default of
this Section 7.8 if all such failures in the aggregate would have no Material
Adverse Effect; and provided, further, that in the event of any breach or event
of default by a Person other than the Borrower or any of its Subsidiaries or
Eligible Joint Ventures, the Borrower shall promptly notify the Administrative
Agent of any such breach or event of default and take all such action as may be
reasonably necessary in order to endeavor to avoid having such breach or event
of default have a Material Adverse Effect.

7.9. Accounting Changes. The Borrower shall not make, nor
permit any of its Subsidiaries to make, any change in accounting treatment and
reporting practices or tax reporting treatment, except as required by GAAP or
law and disclosed to the Lenders and the Administrative Agent.

105

7.10. Transactions with Affiliates. The Borrower shall not,
and shall not permit any of its Subsidiaries or Eligible Joint Ventures, to
enter into any transaction or series of related transactions, including,
without limitation, any Asset Sale or the rendering of any service, with any
Affiliate (other than among the Borrower and its wholly owned Subsidiaries)
unless (a) no Default or Event of Default would occur as a result thereof, and
(b) such transaction is (i) in the ordinary course of the Borrower's or such
Subsidiary's or Eligible Joint Venture's business, and (ii) upon fair and
reasonable terms no less favorable to the Borrower or such Subsidiary or
Eligible Joint Venture, as the case may be, than it would obtain in a
comparable arm's length transaction with a Person which is not an Affiliate.

7.11. Adverse or Speculative Transactions. The Borrower
shall not and shall not permit any of its Subsidiaries or Eligible Joint
Ventures to engage in any transaction involving contracts for commodity options
or futures contracts other than Interest Rate Contracts.

7.12. Environmental Matters. (a) The Borrower shall not,
and shall not permit any of its Subsidiaries or Eligible Joint Ventures or any
Operating Lessee, or, to the extent reasonably practicable, any other Person to
dispose of any Hazardous Material by placing it in or on the ground or waters
of any property owned or leased by the Borrower or any of its Subsidiaries or
Eligible Joint Ventures.

(b) The Borrower shall not, and shall not permit any of
its Subsidiaries or Eligible Joint Ventures, or, to the extent practicable,
authorize any other Person to, dispose or to arrange for the disposal of any
Hazardous Material on behalf of the Borrower or any of its Subsidiaries or
Eligible Joint Ventures except in material compliance with all applicable
Environmental Laws currently and hereinafter in effect.

7.13. Intentionally Omitted.

7.14. Management Continuity. The Borrower acknowledges that
the Lenders have made their determination to enter into this Agreement and the
transactions contemplated herein on the basis of reliance upon the experience,
expertise and reputations of Messrs. ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ and ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇,
▇▇. as experts in the ownership and asset management of Suite Hotels, and the
Borrower will not suffer or permit its business to be

106

without the active management of at least one such Person, provided that, in
the event of death, incapacitation or dismissal of both Messrs. ▇▇▇▇▇▇ ▇.
▇▇▇▇▇▇▇ and ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, ▇▇. a replacement management team shall be
appointed for the Borrower, such team to be (i) proposed by the Borrower within
120 days of the event referred to above, and (ii) approved by the Majority
Lenders in their sole and absolute discretion.

7.15. ERISA Plan Assets. The Borrower shall not and shall
not permit any of its Subsidiaries to have any of their assets become subject
to Title I of ERISA because they constitute "plan assets" within the meaning of
the DOL Regulation Section 2510.3-101 and by reason of an investment in the
Borrower or any Subsidiary.

ARTICLE VIII

EVENTS OF DEFAULT

8.1. Events of Default. Each of the following events shall
be an Event of Default:

(a) The Borrower shall fail to pay any principal
(including, without limitation, mandatory prepayments of principal)
of, or interest on, any Loan, any Unpaid Drawing, any fee, any other
amount due hereunder or under the other Loan Documents or other of the
Obligations when the same becomes due and payable; or

(b) Any representation or warranty made or deemed made by
any Loan Party in any Loan Document or by any Loan Party (or any of
its officers) in connection with any Loan Document shall prove to have
been incorrect in any material respect when made or deemed made; or

(c) Any Loan Party shall fail to perform or observe any
other term, covenant or agreement contained in this Agreement or in
any other Loan Document if such failure shall remain unremedied for
thirty days after the earlier of the date on which (A) a Responsible
Officer of the Borrower becomes aware of such failure or (B) written
notice thereof shall have been given to the Borrower by the
Administrative Agent or any Lender; or

(d) Any Loan Party or any of its Subsidiaries shall fail
to pay any principal of or premium or

107

interest on any Recourse Indebtedness of such Loan Party or Subsidiary
having a principal amount of $10,000,000 or more (excluding
Indebtedness evidenced by the Notes and any Non-Recourse
Indebtedness), when the same becomes due and payable (whether by
scheduled maturity, required prepayment, acceleration, demand or
otherwise); or any other event shall occur or condition shall exist
under any agreement or instrument relating to any such Indebtedness,
if the effect of such event or condition is to accelerate, or to
permit the acceleration of, the maturity of such Indebtedness; or any
such Indebtedness shall become or be declared to be due and payable,
or required to be prepaid (other than by a regularly scheduled
required prepayment), or any Loan Party or any of its Subsidiaries
shall be required to repurchase or offer to repurchase such
Indebtedness, prior to the stated maturity thereof; or

(e) The Borrower or any of its Significant Subsidiaries
shall generally not pay its debts as such debts become due, or shall
admit in writing its inability to pay its debts generally, or shall
make a general assignment for the benefit of creditors, or any
proceeding shall be instituted by or against the Borrower or any of
its Significant Subsidiaries seeking to adjudicate it bankrupt or
insolvent, or seeking liquidation, winding up, reorganization,
arrangement, adjustment, protection, relief or composition of it or
its debts under any law relating to bankruptcy, insolvency or
reorganization or relief of debtors, or seeking the entry of an order
for relief or the appointment of a custodian, receiver, trustee or
other similar official for it or for any substantial part of its
property and, in the case of any such proceedings instituted against
the Borrower or any of its Significant Subsidiaries (but not
instituted by it), either such proceedings shall remain undismissed or
unstayed for a period of 60 days or any of the actions sought in such
proceedings shall occur; or the Borrower or any of its Significant
Subsidiaries shall take any corporate action to authorize any of the
actions set forth above in this subsection (e); or

(f) Any judgment or order for the payment of money in
excess of $10,000,000 to the extent not fully covered by insurance
shall be rendered against any Loan Party or any of its Subsidiaries
and either (i) enforcement proceedings shall have been commenced by
any creditor upon such judgment or order, or

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(ii) there shall be any period of 10 consecutive days during which a
stay of enforcement of such judgment or order, by reason of a pending
appeal or otherwise, shall not be in effect; or

(g) An ERISA Event shall occur which, in the reasonable
determination of the Majority Lenders, has a reasonable possibility of
a liability, deficiency or waiver request of the Borrower or any ERISA
Affiliate,whether or not assessed, exceeding $1,000,000; or

(h) The Borrower or any of its Subsidiaries shall have
entered into any consent or settlement decree or agreement or similar
arrangement with an Governmental Authority or any judgment, order,
decree or similar action shall have been entered against the Borrower
or any of its Subsidiaries, in each case based on or arising from the
violation of or pursuant to any Environmental Law, or the generation,
storage, transportation, treatment, disposal or Release of any
Hazardous Material and, in connection with all the foregoing, the
Borrower and its Subsidiaries are likely to incur Environmental
Liabilities and Costs in excess of $1,000,000; or

(i) There shall occur a Material Adverse Change or an
event which is reasonably likely to have a Material Adverse Effect; or

(j) FelCor shall cease, for any reason, to maintain its
status as an equity-oriented real estate investment trust under
Sections 856 through 860 of the Code; or

(k) FelCor shall cease at any time to be the sole general
partner of FelCor LP; or

(l) ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ and ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, ▇▇. (or (i)
members of their respective families, (ii) entities controlled by
them, or (iii) trusts for the benefit of any of the foregoing) shall
cease at any time to hold beneficially, in the aggregate, at least
200,000 of the issued and outstanding common shares of FelCor and/or
units of limited partner interests of FelCor LP redeemable for such
number of shares of stock (adjusted for any division, reclassification
or stock dividend in respect of common shares); or

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(m) ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ or ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, ▇▇. shall
sell, transfer or encumber (otherwise than to (i) members of their
respective families, (ii) entities controlled by them, or (iii) trusts
for the benefit of any of the foregoing) their voting Class A
membership interest in DJONT; or

(n) ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ and ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, ▇▇. shall
cease to be active in the management of the Borrower or, in the event
of death, in-capacitation or dismissal of both such Persons either (i)
the Borrower shall fail to propose a replacement senior management
team, or (ii) the Majority Lenders shall not approve any proposed
replacement senior management team, in each case pursuant to and in
accordance with Section 7.14 hereof; or

(o) Any provision of any Subsidiary Guaranty after
delivery thereof under Section 3.1 shall for any reason cease to be
valid and binding on any Significant Subsidiary party thereto, or any
Significant Subsidiary Party shall so state in writing.

8.2. Remedies. (a) If there shall occur and be continuing
any Event of Default, the Administrative Agent (i) shall at the request, or may
with the consent, of the Majority Lenders by notice to the Borrower, declare
the obligation of each Lender to make Loans and the Issuing Lender to issue a
Letter of Credit to be terminated, whereupon the same shall forthwith
terminate, and (ii) shall at the request, or may with the consent, of the
Majority Lenders by notice to the Borrower, declare the Loans, all interest
thereon and all other amounts and Obligations payable under this Agreement to
be forthwith due and payable, whereupon the Notes, all such interest and all
such amounts and Obligations shall become and be forthwith due and payable,
without presentment, demand, protest or further notice of any kind, all of
which are hereby expressly waived by the Borrower; provided, however, that upon
the occurrence of the Event of Default specified in subparagraph 8.1(e) above,
(A) the obligation of each Lender to make Loans and of the Issuing Lender to
issue Letters of Credit shall automatically be terminated and (B) the Loans,
all such interest and all such amounts and Obligations shall automatically
become and be due and payable, without presentment, demand, protest or any
notice of any kind, all of which are hereby expressly waived by the Borrower.
In addition to the remedies set forth above, the Administrative Agent may
exercise any remedies provided by applicable law.

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(b) If the Administrative Agent exercises any rights or
remedies pursuant to subparagraph 8.2(a), the Administrative Agent shall not,
without the consent of the Majority Lenders, rescind the exercise of said
rights or remedies.

ARTICLE IX

THE ADMINISTRATIVE AGENT

9.1. Authorization and Action. (a) Each Lender hereby
appoints and authorizes the Administrative Agent to take such action as agent
on its behalf and to exercise such powers under this Agreement and the other
Loan Documents as are delegated to the Administrative Agent by the terms hereof
and thereof, together with such powers as are reasonably incidental thereto.
Without limitation of the foregoing, each Lender hereby authorizes the
Administrative Agent to execute and deliver, and to perform its obligations
under, each of the Loan Documents to which the Administrative Agent is a party,
and to exercise all rights, powers and remedies that the Administrative Agent
may have under such Loan Documents.

(b) As to any matters not expressly provided for by this
Agreement and the other Loan Documents (including, without limitation,
enforcement or collection of the Notes), the Administrative Agent shall not be
required to exercise any discretion or take any action, but shall be required
to act or to refrain from acting (and shall be fully protected in so acting or
refraining from acting) upon the instructions of the Majority Lenders, and such
instructions shall be binding upon all Lenders and all holders of Notes;
provided, however, that the Administrative Agent shall not be required to take
any action which the Administrative Agent in good faith believes exposes it to
personal liability or is contrary to this Agreement or applicable law. The
Administrative Agent agrees to give to each Lender prompt notice of (a) each
notice and, (b) to the extent the Administrative Agent grants any consents,
approvals, disapprovals or waivers to the Borrower pursuant to the directions
of the Majority Lenders or all of the Lenders as required hereunder, notice of
such consent, approval, disapproval or waiver, given to it by, or by it to, any
Loan Party pursuant to the terms of this Agreement or the other Loan Documents.

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9.2. Administrative Agent's Reliance, Etc. Neither the
Administrative Agent, nor any of its Affiliates or any of the respective
directors, officers, agents or employees of the Administrative Agent or any
such Affiliate shall be liable for any action taken or omitted to be taken by
it, him, her or them under or in connection with this Agreement or the other
Loan Documents, except for its, his, her or their own gross negligence or
wilful misconduct. Without limitation of the generality of the foregoing, the
Administrative Agent (i) may treat the payee of any Note as the holder thereof
until such note has been assigned in accordance with Section 10.7; (ii) may
rely on the Register to the extent set forth in Section 10.7(c); (iii) may
consult with legal counsel (including, without limitation, counsel to the
Borrower or any other Loan Party), independent public accountants and other
experts selected by it and shall not be liable for any action taken or omitted
to be taken in good faith by it in accordance with the advice of such counsel,
accountants or experts; (iv) makes no warranty or representation to any Lender
and shall not be responsible to any Lender for any statements, warranties or
representations made in or in connection with this Agreement or any of the
other Loan Documents; (v) shall not have any duty to ascertain or to inquire as
to the performance or observance of any of the terms, covenants or conditions
of this Agreement or any of the other Loan Documents on the part of the
Borrower or any other Loan Party or to inspect the property (including, without
limitation, the books and records) of the Borrower or any other Loan Party;
(vi) shall not be responsible to any Lender for the due execution, legality,
validity, enforceability, genuineness, sufficiency or value of this Agreement
or any of the other Loan Documents or any other instrument or document
furnished pursuant hereto or thereto; and (vii) shall incur no liability under
or in respect of this Agreement or any of the other Loan Documents by acting
upon any notice, consent, certificate or other instrument or writing (which may
be by telegram, cable, telex or facsimile transmission) believed by it to be
genuine and signed or sent by the proper party or parties.

9.3. Chase and Affiliates. With respect to its Commitment,
the Loans made by it and each Note issued to it, Chase shall have the same
rights and powers under this Agreement as any other Lender and may exercise the
same as though it were not the Administrative Agent; and the term "Lender" or
"Lenders" shall, unless otherwise expressly indicated, include Chase in its
individual capacity. Chase and its affiliates may accept deposits from, lend
money to,

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act as trustee under indentures of, and generally engage in any kind of
business with, the Borrower or any other Loan Party or any of their respective
Subsidiaries and any Person who may do business with or own securities of the
Borrower or any other Loan Party or any of their respective Subsidiaries, all
as if Chase were not the Administrative Agent and without any duty to account
therefor to the Lenders.

9.4. Lender Credit Decision. Each Lender acknowledges that
it has, independently and without reliance upon the Administrative Agent or any
other Lender and based on the financial statements referred to in Article IV
and such other documents and information as it has deemed appropriate, made its
own credit analysis and decision to enter into this Agreement. Each Lender
also acknowledges that it will, independently and without reliance upon the
Administrative Agent or any other Lender and based on such documents and
information as it shall deem appropriate at the time, continue to make its own
credit decisions in taking or not taking action under this Agreement and other
Loan Documents.

9.5. Indemnification. The Lenders agree to indemnify the
Issuing Lender, the Administrative Agent and their Affiliates, and their
respective directors, officers, employees, agents and advisors (to the extent
not reimbursed by the Borrower or other Loan Parties), ratably according to the
respective principal amounts of the Notes then held by each of them (or if no
Notes are at the time outstanding, ratably according to the respective amounts
of the aggregate of their Commitments), from and against any and all
liabilities, obligations, losses, damages, penalties, actions, judgments,
suits, costs, expenses and disbursements (including, without limitation, fees
and disbursements of legal counsel) of any kind or nature whatsoever which may
be imposed on, incurred by, or asserted against, the Administrative Agent in
any way relating to or arising out of this Agreement or the other Loan
Documents or any action taken or omitted by the Administrative Agent under this
Agreement or the other Loan Documents; provided, however, that no Lender shall
be liable for any portion of such liabilities, obligations, losses, damages,
penalties, actions, judgments, suits, costs, expenses or disbursements
resulting from the Administrative Agent's or such Affiliate's gross negligence
or wilful misconduct. Without limitation of the foregoing, each Lender agrees
to reimburse the Administrative Agent promptly upon demand for its ratable
share of any out-of-pocket expenses (including,

113

without limitation, fees and disbursements of legal counsel) incurred by the
Administrative Agent in connection with the preparation, execution, delivery,
administration, modification, amendment or enforcement (whether through
negotiations, legal proceedings or otherwise) of, or legal advice in respect of
its rights or responsibilities under, this Agreement or the other Loan
Documents, to the extent that the Administrative Agent is not reimbursed for
such expenses by the Borrower or another Loan Party.

9.6. Successor Agent. The Administrative Agent may resign at
any time by giving written notice thereof to the Lenders and the Borrower and
may be removed by the Super Majority Lenders in the event that the
Administrative Agent commits a willful breach of, or is grossly negligent in
the performance of, its material obligations hereunder. Furthermore, in the
event that at any time the Administrative Agent assigns its entire interest as
a Lender hereunder to an Eligible Assignee as permitted by Section 10.7 hereof,
which Eligible Assignee is not an Affiliate of the Administrative Agent, then
the Administrative Agent shall resign as Administrative Agent. Upon any such
resignation or removal (which shall be effective upon such date as a successor
Agent accepts its appointment), the Majority Lenders shall have the right to
appoint a successor Agent. If no successor Agent shall have been so appointed
by the Majority Lenders, and shall have accepted such appointment, within 30
days after the retiring Administrative Agent's giving of notice of resignation
or the Super Majority Lenders' removal of the retiring Administrative Agent,
then the retiring Administrative Agent may, on behalf of the Lenders, appoint a
successor Agent, which shall be a commercial bank organized under the laws of
the United States of America or of any State thereof, having a combined capital
and surplus of at least $50,000,000. Upon the acceptance of any appointment as
Administrative Agent hereunder by a successor Agent, such successor
Administrative Agent shall thereupon succeed to and become vested with all the
rights, powers, privileges and duties of the retiring Administrative Agent, and
the retiring Administrative Agent shall be discharged from its duties and
obligations under this Agreement and the other Loan Documents. After any
retiring Administrative Agent's resignation or removal hereunder as
Administrative Agent, the provisions of this Article IX shall inure to its
benefit as to any actions taken or omitted to be taken by it while it was
Administrative Agent under this Agreement and the other Loan Documents.

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ARTICLE X

MISCELLANEOUS

10.1. Amendments, Etc. (a) No amendment or waiver of any
provision of this Agreement nor consent to any departure by the Borrower
therefrom shall in any event be effective unless the same shall be in writing
and signed by the Majority Lenders, and then any such waiver or consent shall
be effective only in the specific instance and for the specific purpose for
which given; provided that, subject to Sections 10.1(b) and (c) below, the
Administrative Agent shall have the right to make non-material waivers of
non-economic provisions of this Agreement or consent to non- material
departures therefrom. The parties hereto agree that any non-material waiver of
any provision of this Agreement or any other Loan Document shall be effective
upon the execution by the party so charged of a written agreement to such
effect.

(b) Notwithstanding anything set forth in subparagraph
(a) above, no amendment, waiver or consent shall, unless in writing and signed
by all the Lenders do any of the following: (i) waive any of the conditions
specified in Article III except as otherwise provided therein; (ii) increase
the Commitments of the Lenders or subject the Lenders to any additional
obligations; (iii) reduce the principal of, or interest on, the Loans or any
fees or other amounts payable hereunder; (iv) waive or postpone any date fixed
for any payment of principal of, or interest on, the Loans or any fees or other
amounts payable hereunder; (v) change the percentage of the Commitments, the
aggregate unpaid principal amount of the Loans, or the number of Lenders which
shall be required for the Lenders or any of them to take any action hereunder;
(vi) waive any of the financial covenants specified in Sections 5.1, 5.2 or
5.4; (vii) change the definitions of Available Credit, Borrowing Base or
Aggregate Value (provided that the foregoing shall not include changes in any
defined terms used in such definitions), (viii) release any Loan Party from its
obligations under any Note or any Subsidiary Guaranty, or (ix) amend this
Section 10.1; and provided, further, that no amendment, waiver or consent
shall, unless in writing and signed by the Administrative Agent in addition to
the Lenders required above to take such action, affect the rights or duties of
the Administrative Agent under this Agreement or the other Loan Documents.

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(c) Notwithstanding anything set forth in subparagraph
(a) above, no amendment, waiver or consent shall, unless in writing and signed
by the Super Majority Lenders do any of the following: (i) waive any of the
covenants specified in Sections 5.3 or 5.5, (ii) change the definitions of
Eligible Hotels, Eligible Joint Venture or Qualified Lease (provided that the
foregoing shall not include changes in any defined terms used in such
definitions), (iii) waive payment of any default rate interest pursuant to
Section 2.9(b), or (iv) remove the Administrative Agent for a willful breach
of, or gross negligence in the performance of, its material obligations
hereunder pursuant to Section 9.6.

(d) Each Lender shall reply promptly, but in any event
within ten (10) Business Days of receipt by such Lender of a request for
consent, approval, disapproval or waiver, from the Administrative Agent (the
"Lender Reply Period"). Unless a Lender shall give written notice to the
Administrative Agent that it objects to consenting, approving, disapproving or
waiving any matter as requested by the Administrative Agent (together with a
written explanation of the reasons behind such objection) within the Lender
Reply Period, such Lender shall be deemed to have consented, approved,
disapproved or waived such matters as specified in the Administrative Agent's
request.

10.2. Notices, Etc. All notices and other communications
provided for hereunder shall be in writing (including, without limitation,
telegraphic, telex, telecopy or cable communication) and mailed, telegraphed,
telexed, telecopied, cabled or delivered by hand, if to the Borrower, at its
address at ▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇
(telecopy number: ▇▇▇-▇▇▇-▇▇▇▇) (telephone number: ▇▇▇-▇▇▇-▇▇▇▇), Attention:
Chief Financial Officer, with a copy to Attention: General Counsel; if to any
Lender, at its Domestic Lending Office specified opposite its name on Schedule
II; and if to the Administrative Agent, at its address at ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇,
▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ (telecopy number: ▇▇▇-▇▇▇-▇▇▇▇) (telephone
number: ▇▇▇-▇▇▇-▇▇▇▇), Attention ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇; or, as to the Borrower
or the Administrative Agent, at such other address as shall be designated by
such party in a written notice to the other parties and, as to each other
party, at such other address as shall be designated by such party in a written
notice to the Borrower and the Administrative Agent. All such notices and
communications shall, when mailed, telegraphed, telexed, telecopied, cabled or
delivered, be effective when deposited

116

in the mails, delivered to the telegraph company, confirmed by telex
answerback, telecopied with confirmation of receipt, delivered to the cable
company or delivered by hand to the addressee or its agent, respectively,
except that notices and communications to the Administrative Agent pursuant to
Article II or IX shall not be effective until received by the Administrative
Agent.

10.3. No Waiver; Remedies. No failure on the part of any
Lender or the Administrative Agent to exercise, and no delay in exercising, any
right hereunder or under any Note shall operate as a waiver thereof; nor shall
any single or partial exercise of any such right preclude any other or further
exercise thereof or the exercise of any other right. The remedies herein
provided are cumulative and not exclusive of any remedies provided by law.

10.4. Costs; Expenses; Indemnities. (a) The Borrower agrees
to pay on demand (i) all costs and expenses of the Administrative Agent and its
respective Affiliates in connection with the preparation, execution, delivery,
administration, syndication, modification and amendment of this Agreement, each
of the other Loan Documents and each of the other documents to be delivered
hereunder and thereunder, including, without limitation, the fees and
out-of-pocket expenses of counsel, accountants, appraisers, consultants or
industry experts retained by the Administrative Agent with respect thereto and,
as to the Administrative Agent, with respect to advising it as to its rights
and responsibilities under this Agreement and the other Loan Documents, and
(ii) all costs and expenses of the Administrative Agent or any of the Lenders
(including, without limitation, the fees and out-of-pocket expenses of counsel,
accountants, appraisers, consultants or industry experts retained by the
Administrative Agent or any Lender) in connection with the restructuring or
enforcement (whether through negotiation, legal proceedings or otherwise) of
this Agreement and the other Loan Documents.

(b) The Borrower agrees to indemnify and hold harmless
the Administrative Agent, each Lender and the Issuing Lender and their
respective Affiliates, and the directors, officers, employees, agents,
attorneys, consultants and advisors of or to any of the foregoing (including,
without limitation, those retained in connection with the satisfaction or
attempted satisfaction of any of the conditions set forth in Article III) (each
of the foregoing being an "Indemnitee") from and against any and all claims,
damages, liabilities, obligations, losses,

117

penalties, actions, judgments, suits, costs, disbursements and expenses of any
kind or nature (including, without limitation, fees and disbursements of
counsel to any such Indemnitee and experts, engineers and consultants and the
costs of investigation and feasibility studies) which may be imposed on,
incurred by or asserted against any such Indemnitee in connection with or
arising out of any investigation, litigation or proceeding, whether or not any
such Indemnitee is a party thereto, whether direct, indirect, or consequential
and whether based on any federal, state or local law or other statutory
regulation, securities or commercial law or regulation, or under common law or
in equity, or on contract, tort or otherwise, in any manner relating to or
arising out of or based upon or attributable to this Agreement, any other Loan
Document, any document delivered hereunder or thereunder, any Obligation, or
any act, event or transaction related or attendant to any thereof, including,
without limitation, (i) arising from any misrepresentation or breach of
warranty under Section 4.18 or any Environmental Claim or any Environmental
Lien or any Remedial Action arising out of or based upon anything relating to
real property owned or leased by the Borrower or any of its Subsidiaries
(collectively, the "Indemnified Matters"); provided, however, that the Borrower
shall not have any obligation under this Section 10.4(b) to an Indemnitee with
respect to any Indemnified Matter caused by or resulting from the gross
negligence or willful misconduct of that Indemnitee, as determined by a court
of competent jurisdiction in a final non-appealable judgment or order.

(c) If any Lender receives any payment of principal of,
or is subject to a conversion of, any Eurodollar Rate Loan other than on the
last day of an Interest Period relating to such Loan, as a result of any
payment or conversion made by the Borrower or acceleration of the maturity of
the Notes pursuant to Section 8.2 or for any other reason, the Borrower shall,
upon demand by such Lender (with a copy of such demand to the Administrative
Agent), to the extent not previously paid to such Lender pursuant to any other
provision hereof, pay to the Administrative Agent for the account of such
Lender all amounts required to compensate such Lender for any additional
losses, costs or expenses which it may reasonably incur as a result of such
payment or conversion, including, without limitation, any loss (including,
without limitation, loss of anticipated profits), cost or expense incurred by
reason of the liquidation or reemployment of deposits or other funds acquired
by such Lender to fund or maintain such Loan.

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(d) The Borrower shall indemnify the Administrative
Agent, the Lenders and the Issuing Lender for, and hold the Administrative
Agent, the Lenders and the Issuing Lender harmless from and against, any and
all claims for brokerage commissions, fees and other compensation made against
the Administrative Agent and the Lenders for any broker, finder or consultant
with respect to any agreement, arrangement or understanding made by or on
behalf of any Loan Party or any of its Subsidiaries in connection with the
transactions contemplated by this Agreement.

(e) The Borrower agrees that any indemnification or other
protection provided to any Indemnitee pursuant to this Agreement (including,
without limitation, pursuant to this Section 10.4) or any other Loan Document
shall (i) survive payment of the Obligations and (ii) inure to the benefit of
any Person who was at any time an Indemnitee under this Agreement or any other
Loan Document.

10.5. Right of Set-off. Upon the occurrence and during the
continuance of any Event of Default each Lender and the Issuing Lender is
hereby authorized at any time and from time to time, to the fullest extent
permitted by law, to set off and apply any and all deposits (general or
special, time or demand, provisional or final) at any time held and other
indebtedness at any time owing by such Lender to or for the credit or the
account of the Borrower against any and all of the Obligations now or hereafter
existing whether or not such Lender shall have made any demand under this
Agreement or any Note or any other Loan Document and although such Obligations
may be unmatured. Each Lender agrees promptly to notify the Borrower after any
such set-off and application made by such Lender; provided, however, that the
failure to give such notice shall not affect the validity of such set-off and
application. The rights of each Lender under this Section are in addition to
the other rights and remedies (including, without limitation, other rights of
set-off) which such Lender may have.

10.6. Binding Effect. This Agreement shall become effective
as of the Effective Date and thereafter shall be binding upon and inure to the
benefit of the Borrower, the Administrative Agent, each Lender and the Issuing
Lender and their respective successors and assigns, except that the Borrower
shall not have the right to assign its rights hereunder or any interest herein
without the prior written consent of the Lenders.

119

10.7. Assignments and Participations. (a) Each Lender and
the Issuing Lender may sell, transfer, negotiate or assign to one or more other
Lenders or Eligible Assignees all or a portion of its Commitments, commitment
to issue Letters of Credit, the Loans and Letter of Credit Outstandings owing
to it and the Notes held by it and a commensurate portion of its rights and
obligations hereunder and under the other Loan Documents; provided, however,
that (i) the aggregate amount of the Commitments, Loans and Letter of Credit
Outstandings being assigned pursuant to each such assignment (determined as of
the date of the Assignment and Acceptance with respect to such assignment)
shall in no event be less than the assignor's entire interest, except (x) with
the consent of the Borrower and the Administrative Agent, or (y) during the
continuance of an Event of Default, or (z) a Lender may assign a portion of its
Commitments, Loans and Letter of Credit Outstandings to another existing Lender
or Lenders only, provided that the aggregate amount of the Commitments, Loans
and Letter of Credit Outstandings retained by the assignor shall in no event be
less than $10,000,000, and (ii) each assignee hereunder shall also be an
Eligible Assignee. The parties to each assignment shall execute and deliver to
the Administrative Agent, for its acceptance and recording, an Assignment and
Acceptance, together with the Notes (or an Affidavit of Loss and Indemnity with
respect to such Notes satisfactory to the Administrative Agent) subject to such
assignment. Upon such execution, delivery, acceptance and recording, from and
after the effective date specified in such Assignment and Acceptance, (A) the
assignee thereunder shall become a party hereto and, to the extent that rights
and obligations under the Loan Documents have been assigned to such assignee
pursuant to such Assignment and Acceptance, have the rights and obligations of
a Lender hereunder and thereunder, and (B) the assignor thereunder shall, to
the extent that rights and obligations under this Agreement have been assigned
by it pursuant to such Assignment and Acceptance, relinquish its rights (except
those which survive the payment in full of the Obligations) and be released
from its obligations under the Loan Documents (and, in the case of an
Assignment and Acceptance covering all or the remaining portion of an assigning
Lender's rights and obligations under the Loan Documents, such Lender shall
cease to be a party hereto).

(b) By executing and delivering an Assignment and
Acceptance, the Lender assignor thereunder and the assignee thereunder confirm
to and agree with each other and the other parties hereto as follows: (i)
other than as provided

120

in such Assignment and Acceptance, such assigning Lender makes no
representation or warranty and assumes no responsibility with respect to any of
the statements, warranties or representations made in or in connection with
this Agreement or any other Loan Document furnished pursuant thereto or the
execution, legality, validity, enforceability, genuineness, sufficiency or
value of this Agreement or any other Loan Document or any other instrument or
document furnished pursuant hereto or thereto; (ii) such assigning Lender makes
no representation or warranty and assumes no responsibility with respect to the
financial condition of any Loan Party or the performance or observance by any
Loan Party of any of its obligations under this Agreement or any other Loan
Document or of any other instrument or document furnished pursuant hereto or
thereto; (iii) such assigning Lender confirms that it has delivered to the
assignee and the assignee confirms that it has received a copy of this
Agreement and each of the Loan Documents together with a copy of the most
recent financial statements delivered by the Borrower to the Lenders pursuant
to each of the clauses of Section 6.11 (or if no such statements have been
delivered, the financial statements referred to in Section 4.5 of this
Agreement) and such other documents and information as it has deemed
appropriate to make its own credit analysis and decision to enter into such
Assignment and Acceptance; (iv) such assignee will, independently and without
reliance upon the Administrative Agent, such assigning Lender or any other
Lender, and based on such documents and information as it shall deem
appropriate at the time, continue to make its own credit decisions in taking or
not taking action under this Agreement; (v) such assignee confirms that it is
an Eligible Assignee; (vi) such assignee appoints and authorizes the
Administrative Agent to take such action as agent on its behalf and to exercise
such powers under this Agreement and the other Loan Documents as are delegated
to the Administrative Agent by the terms hereof and thereof, together with such
powers as are reasonably incidental thereto; and (vii) such assignee agrees
that it will perform in accordance with their terms all of the obligations
which by the terms of this Agreement are required to be performed by it as a
Lender and if such assignor was the Issuing Lender, of the Issuing Lender.

(c) The Administrative Agent shall maintain at its
address referred to in Section 10.2 a copy of each Assignment and Acceptance
delivered to and accepted by it and a register for the recordation of the names
and addresses of the Lenders and the Commitments of and

121

principal amount of the Loans and Letters of Credit Outstandings owing to each
Lender from time to time (the "Register"). The entries in the Register shall
be conclusive and binding for all purposes, absent manifest error, and the Loan
Parties, the Administrative Agent, the Issuing Lender and the Lenders may treat
each Person whose name is recorded in the Register as a Lender for all purposes
of this Agreement. The Register shall be available for inspection by the
Borrower, the Administrative Agent, the Issuing Lender or any Lender at any
reasonable time and from time to time upon reasonable prior notice. The
Administrative Agent shall supply to the Borrower promptly after any amendment
thereto, a copy of the amended Register.

(d) Upon its receipt of an Assignment and Acceptance
executed by an assigning Lender or Issuing Lender and an assignee representing
that it is an Eligible Assignee, together with the Notes subject to such
assignment, the Administrative Agent shall, if such Assignment and Acceptance
has been completed, (i) accept such Assignment and Acceptance, (ii) record the
information contained therein in the Register and (iii) give prompt notice
thereof to the Borrower. Within five Business Days after its receipt of such
notice, the Borrower, at its own expense, shall execute and deliver to the
Administrative Agent, in exchange for such surrendered Notes, new Notes to the
order of such Eligible Assignee in an amount equal to the Commitments assumed
by it pursuant to such Assignment and Acceptance and, if the assigning Lender
has retained Commitments hereunder, new Notes to the order of the assigning
Lender in an amount equal to the Commitments retained by it hereunder. Such
new Notes shall be dated the same date as the Surrendered Notes and be in
substantially the form of Exhibit A hereto.

(e) In addition to the other assignment rights provided
in this Section 10.7, each Lender may assign, as collateral or otherwise, any
of its rights under this Agreement (including, without limitation, rights to
payments of principal or interest on the Loans) to any Federal Reserve Bank
without notice to or consent of the Borrower or the Administrative Agent;
provided, however, that no such assignment shall release the assigning Lender
from any of its obligations hereunder. The terms and conditions of any such
assignment and the documentation evidencing such assignment shall be in form
and substance satisfactory to the assigning Lender and the assignee Federal
Reserve Bank.

122

(f) Each Lender may sell participations to one or more
banks or other Persons in or to all or a portion of its rights and obligations
under the Loan Documents (including, without limitation, all or a portion of
its Commitments, the Loans and Letters of Credit Outstandings owing to it and
the Notes held by it). The terms of such participation shall not, in any
event, require the participant's consent to any amendments, waivers or other
modifications of any provision of any Loan Documents, the consent to any
departure by any Loan Party therefrom, or to the exercising or refraining from
exercising any powers or rights which such Lender may have under or in respect
of the Loan Documents (including, without limitation, the right to enforce the
obligations of the Loan Parties), except if any such amendment, waiver or other
modification or consent would reduce the amount, or postpone any date fixed
for, any amount (whether of principal, interest or fees) payable to such
participant under the Loan Documents, to which such participant would otherwise
be entitled under such participation. In the event of the sale of any
participation by any Lender, (i) such Lender's obligations under the Loan
Documents (including, without limitation, its Commitments) shall remain
unchanged, (ii) such Lender shall remain solely responsible to the other
parties hereto for the performance of such obligations, (iii) such Lender shall
remain the holder of such Notes and Obligations for all purposes of this
Agreement, and; (iv) the Borrower, the Administrative Agent and the other
Lenders shall continue to deal solely and directly with such Lender in
connection with such Lender's rights and obligations under this Agreement.

(g) Each participant shall be entitled to the benefits of
Sections 2.11, 2.13 and 2.15 as if it were a Lender; provided, however, that
anything herein to the contrary notwithstanding, the Borrower shall not, at any
time, be obligated to pay to any assignee or participant of any interest of any
Lender, under Section 2.11, 2.13 or 2.15, any sum in excess of the sum which if
the Borrower would not at the time of such assignment have been obligated to
pay to such assignor Lender any such amount in respect of such interest had
such assignment not been effected or had such participation not been sold.

(h) Notwithstanding the foregoing provisions of this
Section 10.7, (i) the aggregate Commitments and Loans of Chase shall not be
less than $20,000,000, and (ii) the aggregate Commitments and Loans of ▇▇▇▇▇
Fargo shall not be less than $20,000,000; provided that, if an Event of Default

123

exists, either Chase or ▇▇▇▇▇ Fargo may assign all or any portion of their
respective Commitments and Loans.

10.8. Governing Law; Severability. This Agreement and the
Notes and the rights and obligations of the parties hereto and thereto shall be
governed by, and construed and interpreted in accordance with, the law of the
State of New York. Wherever possible, each provision of this Agreement shall
be interpreted in such manner as to be effective and valid under applicable
law, but if any provision of this agreement shall be prohibited by or invalid
under applicable law, such provision shall be ineffective to the extent of such
prohibition or invalidity, without invalidating the remainder of such provision
or the remaining provisions of this Agreement.

10.9. Submission to Jurisdiction; Service of Process. (a)
Any legal action or proceeding with respect to this Agreement or the Notes or
any document related thereto may be brought in the courts of the State of New
York or of the United States of America for the Southern District of New York,
and, by execution and delivery of this Agreement, the Borrower hereby accepts
for itself and in respect of its property, generally and unconditionally, the
jurisdiction of the aforesaid courts. The parties hereto hereby irrevocably
waive any objection, including, without limitation, any objection to the laying
of venue or based on the grounds of forum non conveniens, which any of them may
now or hereafter have to the bringing of any such action or proceeding in such
respective jurisdictions.

(b) The Borrower irrevocably consents to the service of
process of any of the aforesaid courts in any such action or proceeding by the
mailing of copies thereof by registered or certified mail, postage prepaid, to
the Borrower at its address provided herein.

(c) Nothing contained in this Section 10.9 shall affect
the right of the agent, any Lender or any holder of a Note to serve process in
any other manner permitted by law or commence legal proceedings or otherwise
proceed against the Borrower in any other jurisdiction.

10.10. Section Titles. The Section titles contained in this
Agreement are and shall be without substantive meaning or content of any kind
whatsoever and are not a part of the agreement between the parties hereto.

124

10.11. Execution in Counterparts. This Agreement may be
executed in any number of counterparts and by different parties hereto in
separate counterparts, each of which when so executed shall be deemed to be an
original and all of which taken together shall constitute one and the same
agreement.

10.12. Entire Agreement. This Agreement, together with all
of the other Loan Documents and all certificates and documents delivered
hereunder or thereunder, and the agreements referred to in Section 2.4(b)
embody the entire agreement of the parties and supersedes all prior agreements
and understandings relating to the subject matter hereof.

10.13. Confidentiality. Each Lender and the Administrative
Agent agree to keep information obtained by it pursuant hereto and the other
Loan Documents confidential and agrees that it will only use such information
in connection with the transactions contemplated by this Agreement and not
disclose any of such information other than (i) to such Lender's or the
Administrative Agent's, as the case may be, employees, representatives and
agents who are or are expected to be involved in the evaluation of such
information in connection with the transactions contemplated by this Agreement
and who are advised of the confidential nature of such information, (ii) to the
extent such information presently is or hereafter becomes available to such
Lender or the Administrative Agent, as the case may be, on a non- confidential
basis from a source other than the Borrower, (iii) to the extent disclosure is
required by law, regulation or judicial order or requested or required by bank
regulators or auditors, or (iv) to assignees or participants or potential
assignees or participants who agree to be bound by the provisions of this
sentence.

10.14. WAIVER OF JURY TRIAL. EACH OF THE PARTIES HERETO
WAIVES ANY RIGHT IT MAY HAVE TO TRIAL BY JURY IN RESPECT OF ANY LITIGATION
BASED ON, OR ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ANY
OTHER LOAN DOCUMENT, OR ANY COURSE OF CONDUCT, COURSE OF DEALING, VERBAL OR
WRITTEN STATEMENT OR ACTION OF ANY PARTY HERETO.

10.15. Joint and Several Obligations. Unless the context
clearly indicates otherwise each covenant, agreement, undertaking, condition or
other matter stated herein as a covenant, agreement, undertaking or matter
involving the Borrower shall be jointly and severally binding upon each of the
parties comprising Borrower.

125

IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be executed by their respective officers thereunto duly
authorized, as of the date first above written.

FELCOR SUITE HOTELS, INC.

By: /s/ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
------------------------------
Name: ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title: Senior Vice President

FELCOR SUITES LIMITED
PARTNERSHIP

By: FelCor Suite Hotels, Inc.
its general partner

By /s/ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
------------------------------
Name: ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title: Senior Vice President

THE CHASE MANHATTAN BANK
as Administrative Agent

By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
------------------------------
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title: Vice President

▇▇▇▇▇ FARGO BANK, NATIONAL ASSOCIATION
as Documentation Agent

By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
------------------------------
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Executive Vice
President

126

Lenders

THE CHASE MANHATTAN BANK

By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
------------------------------
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title: Vice President

▇▇▇▇▇ FARGO BANK, NATIONAL ASSOCIATION

By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
------------------------------
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Executive Vice
President

BANK ONE, TEXAS, N.A.

By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇
------------------------------
Name: ▇▇▇▇▇ ▇▇▇▇▇▇
Title: Assistant Vice
President

THE FIRST NATIONAL BANK OF BOSTON

By: /s/ ▇. ▇▇▇▇▇
------------------------------
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Vice President

PNC BANK, NATIONAL ASSOCIATION

By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
------------------------------
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Vice President

▇▇▇

▇▇▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇, N.A.

By: /s/ ▇▇▇▇ ▇▇▇▇▇
------------------------------
Name: ▇▇▇▇ ▇▇▇▇▇
Title: Vice President

THE FIRST NATIONAL BANK OF CHICAGO

By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
------------------------------
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Vice President

AMSOUTH BANK OF ALABAMA

By: /s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
------------------------------
Name: ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Title: Vice President

SOCIETE GENERALE,
SOUTHWEST AGENCY

By: /s/ ▇▇▇▇▇▇ ▇. DAY
------------------------------
Name: ▇▇▇▇▇▇ ▇. Day
Title: Vice President

CREDIT LYONNAIS, NEW YORK
BRANCH

By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Assistant Vice
President

BANK OF MONTREAL
(CHICAGO BRANCH)

By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
------------------------------
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Director

128

CIBC INC.

By: CIBC WOOD GUNDY
SECURITIES, CORP.,
AS AGENT

By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇
------------------------------
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇
Title: Director

THE SUMITOMO BANK, LIMITED

By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Joint General
Manager

THE BANK OF NOVA SCOTIA

By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇
------------------------------
Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇
Title: Unit Head

SIGNET BANK

By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
------------------------------
Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title: Senior Vice
President

BANKERS TRUST COMPANY

By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
------------------------------
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
Title: Vice President

129

FIRST NATIONAL BANK OF COMMERCE

By: /s/ HONORE ASCHAFFERINING
------------------------------
Name: Honore
Aschafferining
Title: Assistant Vice
President

THE LONG-TERM CREDIT
BANK OF JAPAN, LIMITED,
NEW YORK BRANCH

By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
------------------------------
Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Title: Deputy General
Manager

130
SCHEDULE I

COMMITMENTS

Commitment
----------

Administrative Agent and Arranger
---------------------------------

The Chase Manhattan Bank $42,000,000

Documentation Agent and Arranger
--------------------------------

▇▇▇▇▇ Fargo Bank $42,000,000

Co-Lead Agents
--------------

Bank of Montreal (Chicago Branch) $40,000,000

The Bank of Nova Scotia $40,000,000

CIBC Inc. $40,000,000

The First National Bank of Chicago $40,000,000

NationsBank of Texas, N.A. $40,000,000

Societe Generale Southwest Agency $40,000,000

Co-Agents
---------

Credit Lyonnais, New York Branch $33,000,000

PNC Bank, National Association $33,000,000

Other Lenders
-------------

AmSouth Bank of Alabama $30,000,000

The First National Bank of Boston $30,000,000

Bank One, Texas, N.A. $20,000,000

Bankers Trust Company $20,000,000

Signet Bank $20,000,000

The Sumitomo Bank, Limited $20,000,000

131

First National Bank of Commerce $10,000,000

The Long-Term Credit Bank $10,000,000
of Japan, Limited, New
York Branch

TOTAL: $550,000,000
============

132

SCHEDULE II

APPLICABLE LENDING OFFICES AND
ADDRESSES FOR NOTICES

Domestic Lending
Office and Address Eurodollar
Lender for Notices Lending Office
------ ------------------ --------------

Chase ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Attention: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Telecopy: (▇▇▇) ▇▇▇-▇▇▇▇ Telecopy: (▇▇▇) ▇▇▇-▇▇▇▇

▇▇▇▇▇ Fargo ▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇ ▇▇▇
▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attention: Disbursements Attention: Match Fundings
Administrator Administrator
Telecopy: (▇▇▇) ▇▇▇-▇▇▇▇ Telecopy: (▇▇▇) ▇▇▇-▇▇▇▇

Bank ▇▇▇ ▇▇▇▇ ▇▇▇, ▇▇▇▇▇ ▇▇▇▇ ▇▇▇, ▇▇▇▇▇
▇▇▇▇▇ 1717 Main ▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇ ▇▇▇▇▇▇ Attention: ▇▇▇▇▇ ▇▇▇▇▇▇
Telecopy: (▇▇▇) ▇▇▇-▇▇▇▇ Telecopy: (▇▇▇) ▇▇▇-▇▇▇▇

BankBoston, ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇
N.A. Suite 500 Suite 500
Atlanta, GA 30346 ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇▇ ▇. Attention: ▇▇▇▇▇▇▇▇
▇▇▇▇▇ Streander
Telecopy: (▇▇▇) ▇▇▇-▇▇▇▇ Telecopy: (▇▇▇) ▇▇▇-▇▇▇▇

PNC Bank, ▇▇▇ ▇▇▇ ▇▇▇▇▇, ▇▇-▇▇▇▇-▇▇-▇ ▇▇▇ ▇▇▇ ▇▇▇▇▇, ▇▇-▇▇▇▇-▇▇-▇
National ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇
Attention: ▇▇▇ ▇▇▇▇▇▇▇ Attention: ▇▇▇ ▇▇▇▇▇▇▇
Telecopy: (▇▇▇) ▇▇▇-▇▇▇▇ Telecopy: (▇▇▇) ▇▇▇-▇▇▇▇

NationsBank 901 Main ▇▇▇ ▇▇▇▇
▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attn: ▇▇▇▇ ▇▇▇▇ Attn: ▇▇▇▇▇▇▇ ▇▇▇▇▇
Telecopy: (▇▇▇) ▇▇▇-▇▇▇▇ Telecopy: (▇▇▇) ▇▇▇-▇▇▇▇

133

The First One First National Plaza One First ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇
▇▇▇▇ of Chicago, IL 60607 ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Chicago Attention: ▇▇▇▇▇▇▇ Attention: ▇▇▇▇▇▇ ▇.

▇▇▇▇▇▇▇▇▇ Misioria
Telecopy: (▇▇▇) ▇▇▇-▇▇▇▇ Telecopy: (▇▇▇) ▇▇▇-▇▇▇▇

AmSouth Bank ▇.▇. ▇▇▇ ▇▇▇▇▇ ▇.▇. ▇▇▇ ▇▇▇▇▇
▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇ ▇▇▇▇▇▇▇ Attention: ▇▇▇▇▇ ▇▇▇▇▇▇▇
Telecopy: (▇▇▇) ▇▇▇-▇▇▇▇ Telecopy: (▇▇▇) ▇▇▇-▇▇▇▇

Societe ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ 2001 ▇▇▇▇ Avenue
Generale Suite 4900 Suite 4900
Southwest Dallas, TX 75201 ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Agency Attention: ▇▇▇▇▇▇ ▇▇▇▇▇ Attention: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Telecopy: (▇▇▇) ▇▇▇-▇▇▇▇ Telecopy: (▇▇▇) ▇▇▇-▇▇▇▇

Credit ▇▇▇▇ ▇▇▇▇▇▇ of the Americas 1301 Avenue of the Americas
Lyonnais ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
Attention: Mischa Zabotin Attention: Hotel Finance/
18th Floor
Telecopy: (▇▇▇) ▇▇▇-▇▇▇▇ Telecopy: (▇▇▇) ▇▇▇-▇▇▇▇

Bank of ▇▇▇ ▇▇▇▇▇ ▇▇ ▇▇▇▇▇ ▇▇. ▇▇▇ ▇▇▇▇▇ ▇▇ Salle St.
Montreal Chicago, IL 60603 ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
(Chicago Attention: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Attention: ▇▇▇▇▇ ▇▇▇▇▇
Branch) Telecopy: (▇▇▇) ▇▇▇-▇▇▇▇ Telecopy: (▇▇▇) ▇▇▇-▇▇▇▇

CIBC Inc. ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attention: ▇▇▇ ▇▇▇▇▇▇▇ Attention: ▇▇▇ ▇▇▇▇▇▇▇
Telecopy: (▇▇▇) ▇▇▇-▇▇▇▇ Telecopy: (▇▇▇) ▇▇▇-▇▇▇▇

The Sumitomo Sears Tower Sears Tower
Bank Suite 4800 Suite 4800
Limited ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attention: ▇▇▇ ▇▇▇▇▇▇▇▇▇ Attention: ▇▇▇ ▇▇▇▇▇▇▇▇▇
Telecopy: (▇▇▇) ▇▇▇-▇▇▇▇ Telecopy: (▇▇▇) ▇▇▇-▇▇▇▇

▇▇▇

▇▇▇ ▇▇▇▇ ▇▇ ▇▇▇▇ ▇▇▇▇▇▇ Banking ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇., ▇.▇.
▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attention: Attention: ▇▇▇▇▇ ▇▇▇▇▇▇▇
Telecopy: (▇▇▇) ▇▇▇-▇▇▇▇ Telecopy: (▇▇▇) ▇▇▇-▇▇▇▇

Signet Bank ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇ 7799 Leesburg Pike
▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇ ▇▇▇▇▇▇▇▇ Attention: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Telecopy: (▇▇▇) ▇▇▇-▇▇▇▇ Telecopy: (▇▇▇) ▇▇▇-▇▇▇▇

First National First NBC Center First NBC Center
Bank of ▇▇▇ ▇▇. ▇▇▇▇▇▇▇ ▇▇▇. ▇▇▇ ▇▇. ▇▇▇▇▇▇▇ ▇▇▇.
Commerce ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attention: Honore ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇
Aschaffenburg Telecopy: (▇▇▇) ▇▇▇-▇▇▇▇
Telecopy: (▇▇▇) ▇▇▇-▇▇▇▇

Bankers Trust ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇,▇▇▇▇ Flr. 103 Liberty Street
Company ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇ ▇▇▇▇▇▇ Attention: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Telecopy: (▇▇▇) ▇▇▇-▇▇▇▇ Telecopy: (▇▇▇) ▇▇▇-▇▇▇▇

The Long-Term ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇
Credit Bank ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
of Japan, Attention: Nozomi Moue Attention: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Limited, New Telecopy: (▇▇▇) ▇▇▇-▇▇▇▇ Telecopy: (▇▇▇) ▇▇▇-▇▇▇▇
York Branch

EXHIBIT 10.23 U.S. $550,000,000 THIRD AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT Dated as of August 14, 1997

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