FELCOR LODGING TRUST INC
PROMISSORY NOTE - PRINCIPLE AMOUNT OF $10 MILLION
<DOCUMENT>
<TYPE>EX-10.29.02
<SEQUENCE>8
<FILENAME>d05903exv10w29w02.txt
<DESCRIPTION>PROMISSORY NOTE - PRINCIPLE AMOUNT OF $10 MILLION
<TEXT>
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                                                                EXHIBIT 10.29.02

                                 PROMISSORY NOTE

$10,000,000.00                                               New York, New York
                                                                 April 24, 2003

      FOR VALUE RECEIVED FELCOR/JPM HOLDINGS, L.LC., a Delaware limited
liability company, as maker, having its principal place of business c/o FelCor
Lodging Trust Incorporated, 545 East John Carpenter Freeway, Suite 1300, Irving,
Texas 75062 ("Borrower"), hereby unconditionally promises to pay to the order of
JPMORGAN CHASE BANK, a New York banking corporation, having its principal place
of business at 270 Park Avenue, New York, New York 10017 ("Lender"), or at such
other place as the holder hereof may from time to time designate in writing, the
principal sum of TEN MILLION AND 00/100 DOLLARS ($10,000,000.00), in lawful
money of the United States of America with interest thereon to be computed from
the date of this Note at the Applicable Interest Rate, and to be paid in
accordance with the terms of this Note and that certain Mezzanine Loan
Agreement, dated the date hereof, between Borrower and Lender (the "Loan
Agreement"). All capitalized terms not defined herein shall have the respective
meanings set forth in the Loan Agreement.

                            ARTICLE 1 - PAYMENT TERMS

      Borrower agrees to pay the principal sum of this Note and interest on the
unpaid principal sum of this Note from time to time outstanding at the rates and
at the times specified in Article 2 of the Loan Agreement and the outstanding
balance of the principal sum of this Note and all accrued and unpaid interest
thereon shall be due and payable on the Maturity Date.

                      ARTICLE 2 - DEFAULT AND ACCELERATION

      The Debt shall without notice become immediately due and payable at the
option of Lender if any payment required in this Note is not paid on or prior to
the date when due or if not paid on the Maturity Date or on the happening of any
other Event of Default and in addition, Lender shall be entitled to receive
interest on the entire unpaid principal sum at the Default Rate pursuant to the
terms of the Loan Agreement. This Article 2, however, shall not be construed as
an agreement or privilege to extend the date of the payment of the Debt, nor as
a waiver of any other right or remedy accruing to Lender by reason of the
occurrence of any Event of Default.

                           ARTICLE 3 - LOAN DOCUMENTS

      This Note is secured by each Pledge Agreement (as defined in the Loan
Agreement) and the other Loan Documents. All of the terms, covenants and
conditions contained in the Loan Agreement, each Pledge Agreement and the other
Loan Documents are hereby made part of this Note to the same extent and with the
same force as if they were fully set forth herein. In the event of a conflict or
inconsistency between the terms of this Note and the Loan Agreement, the terms
and provisions of the Loan Agreement shall govern.

                           ARTICLE 4 - SAVINGS CLAUSE

      This Note and the Loan Agreement are subject to the express condition that
at no time shall Borrower be obligated or required to pay interest on the
principal balance of the Loan at a
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rate in excess of the Maxium Legal Rate. If, by the terms of this Note, the Loan
Agreement or the other Loan Documents, Borrower is at any time required or
obligated to pay interest on the principal balance due hereunder at a rate in
excess of the Maximum Legal Rate, the Applicable Interest Rate or the Default
Rate, as the case may be, shall be deemed to be immediately reduced to the
Maximum Legal Rate and all previous payments in excess of the Maximum Legal Rate
shall be deemed to have been payments in reduction of principal and not on
account of the interest due hereunder. All sums paid or agreed to be paid to
Lender for the use, forbearance, or detention of the sums due under the Loan,
shall, to the extent permitted by applicable law, be amortized, prorated,
allocated, and spread throughout the full stated term of the Loan until payment
in full so that the rate or amount of interest on account of the Loan does not
exceed the Maximum Legal Rate of interest from time to time in effect and
applicable to the Loan for so long as the Loan is outstanding.

                           ARTICLE 5 - NO ORAL CHANGE

      This Note may not be modified, amended, waived, extended, changed,
discharged or terminated orally or by any act or failure to act on the part of
Borrower or Lender, but only by an agreement in writing signed by the party
against whom enforcement of any modification, amendment, waiver, extension,
change, discharge or termination is sought.

                              ARTICLE 6 - WAIVERS

      Borrower and all others who may become liable for the payment of all or
any part of the Debt do hereby severally waive presentment and demand for
payment, notice of dishonor, notice of intention to accelerate, notice of
acceleration, protest and notice of protest and non-payment and all other
notices of any kind. No release of any security for the Debt or extension of
time for payment of this Note or any installment hereof, and no alteration,
amendment or waiver of any provision of this Note, the Loan Agreement or the
other Loan Documents made by agreement between Lender or any other Person shall
release, modify, amend, waive, extend, change, discharge, terminate or affect
the liability of Borrower, and any other Person who may become liable for the
payment of all or any part of the Debt, under this Note, the Loan Agreement or
the other Loan Documents. No notice to or demand on Borrower shall be deemed to
be a waiver of the obligation of Borrower or of the right of Lender to take
further action without further notice or demand as provided for in this Note,
the Loan Agreement or the other Loan Documents. If Borrower is a partnership,
the agreements herein contained shall remain in force and be applicable,
notwithstanding any changes in the individuals or entities comprising the
partnership, and the term "Borrower," as used herein, shall include any
alternate or successor partnership, but any predecessor partnership and their
partners shall not thereby be released from any liability. If Borrower is a
corporation, the agreements contained herein shall remain in full force and be
applicable notwithstanding any changes in the shareholders comprising, or the
officers and directors relating to, the corporation, and the term "Borrower" as
used herein, shall include any alternative or successor corporation, but any
predecessor corporation shall not be relieved of liability hereunder. If
Borrower is a limited liability company, the agreements herein contained shall
remain in force and be applicable, notwithstanding any changes in the members
comprising the limited liability company, and the term "Borrower" as used
herein, shall include any alternate or successor limited liability company, but
any predecessor limited liability company and their members shall not thereby be
released from any liability. (Nothing in the foregoing sentence


                                     -2-
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shall be construed as a consent to, or a waiver of, any prohibition or
restriction on transfers of interests in such partnership, corporation or
limited liability company which may be set forth in the Loan Agreement, each
Security Instrument or any other Loan Document.) If Borrower consists of more
than one person or party, the obligations and liabilities of each such person or
party shall be joint and several.

                              ARTICLE 7 - TRANSFER

      Upon the transfer of this Note, Borrower hereby waiving notice of any such
transfer, Lender may deliver all the collateral mortgaged, granted, pledged or
assigned pursuant to the Loan Documents, or any part thereof, to the transferee
who shall thereupon become vested with all the rights herein or under applicable
law given to Lender with respect thereto, and upon assumption of Lender's
obligations under the Loan Documents, Lender shall thereafter forever be
relieved and fully discharged from any liability or responsibility in the
matter; but Lender shall retain all rights hereby given to it with respect to
any liabilities and the collateral not so transferred.

                            ARTICLE 8 - EXCULPATION

      Notwithstanding anything to the contrary contained in this Note, the
liability of Borrower to pay the Debt and for the performance of the other
agreements, covenants and obligations contained herein and in the Security
Instrument, the Loan Agreement and the other Loan Documents shall be limited as
set forth in Section 9.4 of the Loan Agreement.

                           ARTICLE 9 - GOVERNING LAW

      This Note shall be governed in accordance with the terms and provisions of
Section 10.3 of the Loan Agreement.

                              ARTICLE 10 - NOTICES

      All notices or other written communications hereunder shall be delivered
in accordance with Section 10.6 of the Loan Agreement.

                         [NO FURTHER TEXT ON THIS PAGE]


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                                                                            COPY

      IN WITNESS WHEREOF, Borrower has duly executed this Note as of the day and
year first above written.

                                   FELCOR/JPM HOLDINGS, L.L.C., a  Delaware
                                   limited liability company


                                   By:    s/ Joel M. Eastman
                                      -------------------------------------
                                             Joel M. Eastman
                                             Vice President



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