SEVENTH AMENDMENT TO SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF FELCOR LODGING LIMITED PARTNERSHIP

<PAGE>

                              SEVENTH AMENDMENT TO

                           SECOND AMENDED AND RESTATED

                        AGREEMENT OF LIMITED PARTNERSHIP

                      OF FELCOR LODGING LIMITED PARTNERSHIP

      This Seventh Amendment to Second Amended and Restated Agreement of Limited

Partnership of FelCor Lodging Limited Partnership (the "Partnership") is made

and entered into effective as of April 7, 2005, by and among FelCor Lodging

Trust Incorporated, a Maryland corporation, as General Partner (the "General

Partner"), and all persons and entities who are, or shall in the future become,

Limited Partners of the Partnership in accordance with the provisions of the

Partnership Agreement (as hereinafter defined).

                                     RECITALS:

      A.     The General Partner and the existing Limited Partners (the General

Partner and the Limited Partners, collectively, referred to herein as the

"Partners") have previously executed and delivered that certain Second Amended

and Restated Agreement of Limited Partnership of FelCor Lodging Limited

Partnership, dated as of December 31, 2001, as amended (as amended, herein

referred to as the "Partnership Agreement"), and the Partnership Agreement

governs the Partnership.

       B.     Pursuant to Sections 1.4 and 4.6 of the Partnership Agreement, the

General Partner is authorized to cause the Partnership to issue Partnership

Securities for any Partnership purpose, at any time or from time to time, to the

Partners or to other persons for such consideration and on such terms and

conditions as shall be established by the General Partner in its sole

discretion.

      C.     The General Partner desires to exercise such authority by amending

the Partnership Agreement as provided herein to establish a new class and series

of Partnership Securities.

                               A G R E E M E N T S

      NOW, THEREFORE, in consideration of the agreements and obligations of the

parties set forth herein and of other good and valuable consideration, the

receipt and sufficiency of which are hereby acknowledged, the parties hereby

agree as follows:

      1.     Amendment of Partnership Agreement. The Partnership Agreement is

hereby amended to add Addendum No. 4 to the Partnership Agreement to create and

provide for the authorization for issuance of a class of the Partnership

Securities designated as the "Series E Cumulative Redeemable Preferred Units,"

having the preferences and relative, participating, optional or other special

rights, powers and duties set forth in such Addendum No. 4. Such Addendum No. 4

shall be in the form of Addendum No. 4 attached to this Seventh Amendment to

Second Amended and Restated Agreement of Limited Partnership of FelCor Lodging

Limited Partnership. The Addendum No. 4 is hereby incorporated into and made a

part of the Partnership Agreement for all purposes.

<PAGE>

      2.     Defined Terms; Effect Upon Partnership Agreement. All initially

capitalized terms used without definition herein shall have the meanings set

forth therefor in the Partnership Agreement. Except as expressly amended hereby,

the Partnership Agreement shall remain in full force and effect and each of the

parties hereto hereby reaffirms the terms and provisions thereof.

                              SIGNATURE PAGE FOLLOWS

<PAGE>

         IN WITNESS WHEREOF, the General Partner has caused this Amendment to be

duly executed in its respective capacities set forth below as of the date first

set forth above.

                              GENERAL PARTNER:

                              FELCOR LODGING TRUST INCORPORATED,

                              a Maryland corporation

                              By:____________________________________

                              Name: Lawrence D. Robinson

                              Title: Executive Vice President, General Counsel &

                                     Secretary

                              LIMITED PARTNERS (for all the Limited Partners now

                              and hereafter admitted as limited partners of the

                              Partnership, pursuant to the powers of attorney in

                              favor of the General Partner contained in Section

                              1.4 of the Agreement):

                               By: FELCOR LODGING TRUST INCORPORATED,

                                  acting as General Partner and as duly

                                  authorized attorney-in-fact

                              By:____________________________________

                              Name: Lawrence D. Robinson

                              Title: Executive Vice President, General

                                     Counsel & Secretary

<PAGE>

                       FELCOR LODGING LIMITED PARTNERSHIP

                  ADDENDUM NO. 4 TO SECOND AMENDED AND RESTATED

                        AGREEMENT OF LIMITED PARTNERSHIP

                                 DESIGNATION OF

                 SERIES E CUMULATIVE REDEEMABLE PREFERRED UNITS

      The undersigned General Partner of FelCor Lodging Limited Partnership, a

Delaware limited partnership (the "PARTNERSHIP"), pursuant to the authority

expressly granted to the General Partner by the Second Amended and Restated

Agreement of Limited Partnership of FelCor Lodging Limited Partnership, dated as

of December 31, 2001, as amended, pursuant to which the Partnership was formed

(the "PARTNERSHIP AGREEMENT"), and in particular Sections 1.4 and 4.6 thereof,

hereby executes and delivers this Addendum No. 4 to the Partnership Agreement

(the "ADDENDUM"), which Addendum is hereby made a part of the Partnership

Agreement for all purposes, to create and provide for the issue of a class of

Partnership Units and to fix the designations, preferences and relative,

participating, optional or other special rights, powers and duties thereof as

follows:

      1.     DESIGNATION OF CLASS. A class of units of the Partnership is hereby

authorized and designated as the "Series E Cumulative Redeemable Preferred

Units" (the "SERIES E PREFERRED UNITS"). The Series E Preferred Units shall have

the preferences and relative, participating, optional or other special rights,

powers and duties that are set forth in this Addendum and, to the extent

permitted by this Addendum, established by the General Partner and set forth in

any amendment to the Partnership Agreement or any amendment or annex to this

Addendum.

      2.     AUTHORIZED NUMBER OF SERIES E PREFERRED UNITS. The authorized number

of Series E Preferred Units shall be 54,000.

       3.     PREFERENCES, RIGHTS, POWERS AND DUTIES.

            3.1    DEFINITIONS. For purposes of the Series E Preferred Units, the

      following terms shall have the meanings indicated:

            "Addendum" shall have the meaning set forth in the preamble hereof.

            "Business Day" shall mean any day other than a Saturday, Sunday or a

      day on which state or federally-chartered banking institutions in Texas or

      New York are not required to be open.

            "Call Date" shall have the meaning set forth in Section 3.4(b)

      hereof.

                                     - 1 -

<PAGE>

            "Common Unit" shall mean the units of partnership interest of the

      Partnership not designated as Preferred Units.

            "Common Stock" shall mean the common stock, $0.01 par value per

      share, of the General Partner.

            "Distribution Payment Date" shall mean the last calendar day of

      January, April, July and October, in each year, commencing on July 31,

      2005; PROVIDED, HOWEVER, that if any Distribution Payment Date falls on

      any day other than a Business Day, the distribution payment due on such

      Distribution Payment Date shall be paid on the Business Day immediately

      following such Distribution Payment Date.

            "Distribution Period" shall mean quarterly distribution periods

      commencing February 1, May 1, August 1 and November 1 of each year and

      ending on and including the day preceding the first day of the next

      succeeding Distribution Period (other than the initial Distribution

      Period, which shall commence on April 7, 2005 and end on and include July

      31, 2005).

            "General Partner" shall mean FelCor Lodging Trust Incorporated, a

      Maryland corporation, which is the sole general partner of the

      Partnership.

            "Issue Date" shall mean the date, from time to time, on which the

      Partnership issues a Series E Preferred Unit.

            "Junior Units" shall have the meaning set forth in Section 3.6(c)

      hereof.

            "Parity Units" shall have the meaning set forth in Section 3.6(b)

      hereof.

            "Partnership" shall have the meaning set forth in the preamble

      hereof.

            "Partnership Agreement" shall have the meaning set forth in the

      preamble hereof.

            "Preferred Units" shall mean units of partnership interest of the

      Partnership designated as having certain preferences to the Common Units

      with respect to distributions or upon liquidation of the Partnership.

            "Series C Preferred Stock" shall mean the 8% Series C Cumulative

      Redeemable Preferred Stock, $0.01 par value and $2,500.00 liquidation

      preference per share, of the General Partner.

             "Series E Preferred Units" shall have the meaning set forth in

      Section 1 hereof.

                                     - 2 -

<PAGE>

      "set apart for payment" shall be deemed to include, without any action

other than the following, the recording by the Partnership in its accounting

ledgers of any accounting or bookkeeping entry which indicates, pursuant to a

declaration of dividends or other distribution by the Partnership, the

allocation of funds to be so paid on any series or class of capital units of the

Partnership; PROVIDED, HOWEVER, that if any funds for a class or series of

Junior Units or any class or series of Parity Units are placed in a separate

account of the Partnership or delivered to a disbursing, paying or other similar

agent, then "set apart for payment" with respect to the Series E Preferred Units

shall mean placing such funds in a separate account or delivering such funds to

a disbursing, paying or other similar agent.

      Initially capitalized te