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NOTICE OF GUARANTEED DELIVERY
FOR
TENDER OF ALL OUTSTANDING
9 1/2% SENIOR NOTES DUE 2008 (CUSIP NO. )
IN EXCHANGE FOR NEW
9 1/2% SENIOR NOTES DUE 2008 (CUSIP NO. )
REGISTERED UNDER THE SECURITIES ACT OF 1993, AS AMENDED
OF
FELCOR LODGING LIMITED PARTNERSHIP
Registered holders of outstanding 9 1/2% Senior Notes Due 2008 (Cusip
No. ) (the "Old Notes") who wish to tender their Old Notes in exchange
for a like principal amount of 9 1/2% Senior Notes Due 2008 (Cusip
No. ) that are registered under the Securities Act of 1933, as amended
(the "New Notes"), of FelCor Lodging Limited Partnership, a Delaware limited
partnership (the "Company"), and whose Old Notes are not immediately available
or who cannot deliver their Old Notes and Letter of Transmittal (and any other
documents required by the Letter of Transmittal) to SunTrust Bank (the "Exchange
Agent") prior to the Expiration Date, may use this Notice of Guaranteed
Delivery. This Notice of Guaranteed Delivery may be delivered by hand or sent by
facsimile transmission (receipt confirmed by telephone and an original delivered
by guaranteed overnight courier) or letter to the Exchange Agent. See "The
Exchange Offer -- Procedures for Tendering Old Notes" in the Prospectus dated
, 2001 of FelCor Lodging Limited Partnership (the "Prospectus").
THE MAILING ADDRESS, FACSIMILE NUMBER AND TELEPHONE NUMBER OF THE EXCHANGE
AGENT ARE AS FOLLOWS:
BY REGISTERED OR CERTIFIED
MAIL, HAND DELIVERY OR OVERNIGHT DELIVERY:
SUNTRUST BANK
CORPORATE TRUST DEPARTMENT
25 PARK PLACE, 24TH FLOOR
ATLANTA, GA 30303-2900
ATTENTION: GEORGE T. HOGAN
OR
SUNTRUST BANK
C/O COMPUTER SHARE
CORPORATE TRUST DEPARTMENT
WALL STREET PLAZA
88 PINE STREET, 19TH FLOOR
ATTENTION: MARY ANN LUISI
NEW YORK, NEW YORK 10005
BY FACSIMILE:
(404) 588-7335 (GA)
(212) 701-7648 (NY)
CONFIRM RECEIPT BY TELEPHONE:
(404) 588-7591 (GA)
(212) 701-7673 (NY)
DELIVERY OF THIS NOTICE OF GUARANTEED DELIVERY TO AN ADDRESS OTHER THAN AS
SET FORTH ABOVE OR TRANSMISSION OF INSTRUCTIONS VIA FACSIMILE TRANSMISSION TO A
NUMBER OTHER THAN AS SET FORTH ABOVE WILL NOT CONSTITUTE A VALID DELIVERY.
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THIS NOTICE OF GUARANTEED DELIVERY IS NOT TO BE USED TO GUARANTEE
SIGNATURES. IF A SIGNATURE ON A LETTER OF TRANSMITTAL IS REQUIRED TO BE
GUARANTEED BY AN ELIGIBLE INSTITUTION (AS DEFINED IN THE PROSPECTUS), SUCH
SIGNATURE GUARANTEE MUST APPEAR IN THE APPLICABLE SPACE PROVIDED ON THE LETTER
OF TRANSMITTAL FOR GUARANTEE OF SIGNATURES.
Ladies and Gentleman:
The undersigned hereby tenders the principal amount of Old Notes indicated
below, upon the terms and subject to the conditions contained in the Prospectus,
receipt of which is hereby acknowledged.
DESCRIPTION OF SECURITIES TENDERED
9 1/2% SENIOR NOTES DUE 2008
CERTIFICATE
NUMBER(S) AGGREGATE PRINCIPAL PRINCIPAL
NAMES AND ADDRESSES OF REGISTERED HOLDER OF OLD NOTES AMOUNT REPRESENTED AMOUNT OF
AS IT APPEARS ON THE OLD NOTES (PLEASE PRINT) TENDERED BY OLD NOTES*/ OLD NOTES TENDERED
If Old Notes will be delivered by book-entry transfer to The Depositary
Trust Company, provide account number.
Account Number
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*/ Must be in denominations of $1,000 and any integral multiple thereof.
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ALL AUTHORITY HEREIN CONFERRED OR AGREED TO BE CONFERRED SHALL SURVIVE
THE DEATH OR INCAPACITY OF THE UNDERSIGNED AND EVERY OBLIGATION OF
THE UNDERSIGNED HEREUNDER SHALL BE BINDING UPON THE HEIRS, PERSONAL
REPRESENTATIVES, SUCCESSORS AND ASSIGNS OF THE UNDERSIGNED.
PLEASE SIGN HERE
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Date Signatory
Signature(s) of Owner(s) or Authorized
Area Code and Telephone Number:
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Must be signed by the holder(s) of Old Notes as their name(s) appear(s) on
certificates for Old Notes or on a security position listing, or by person(s)
authorized to become registered holder(s) by endorsement and documents
transmitted with this Notice of Guaranteed Delivery. If signature is by a
trustee, executor, administrator, guardian, attorney-in-fact, officer or other
person acting in a fiduciary or representative capacity, such person must set
forth his or her full title below:
PLEASE PRINT NAME(S) AND ADDRESS(ES)
Name(s):
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Capacity:
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Address(es):
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THE FOLLOWING GUARANTEE MUST BE COMPLETED
GUARANTEE OF DELIVERY
(NOT TO BE USED FOR SIGNATURE GUARANTEE)
The undersigned, a member firm of a registered national securities exchange
or of the National Association of Securities Dealers, Inc., or a commercial bank
or trust company having an office or correspondent in the United States or an
"eligible guarantor institution" within the meaning of Rule 17Ad-15 under the
Securities Exchange Act of 1934 (the "Exchange Act"), hereby:
(a) represents that the above named person(s) "own(s)" the Old Notes to be
tendered within the meaning of Rule 14e-4 under the Exchange Act;
(b) represents that such tender of Old Notes complies with Rule 14e-4 under
the Exchange Act; and
(c) guarantees that delivery to the Exchange Agent of certificates for the
Old Notes to be tendered, in proper form for transfer (or confirmation
of the book-entry transfer of such Old Notes into the Exchange Agent's
account at the Depository Trust Company, pursuant to the procedures for
book-entry transfer set forth in the Prospectus), with delivery of a
properly completed and duly executed (or manually signed facsimile)
letter of transmittal with any required signatures, or an Agent's
Message, in the case of a book-entry transfer, and any other required
documents, will be received by the Exchange Agent at one of its
addresses set forth above within five New York Stock Exchange trading
days after the date of execution of the Notice of Guaranteed Delivery.
Name of Firm:
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(Authorized Signature)
Address: Title:
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- -------------------------------------------------- Name: --------------------------------------------
(Please Type or Print)
- ----------------------- ----------------------- Date: --------------------------------------------
(Zip Code)
Area Code and
Telephone Number: --------------------------------
NOTE: DO NOT SEND OLD NOTES WITH THIS NOTICE OF GUARANTEED DELIVERY. OLD NOTES
SHOULD BE SENT WITH YOUR LETTER OF TRANSMITTAL.
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