THIS CERTIFICATE IS TRANSFERABLE IN CUSIP 31430F 50 7
ATLANTA, GEORGIA AND NEW YORK, NEW YORK.
[CERTIFICATE]
DEPOSITARY SHARES
EACH REPRESENTING 1/100 OF AN
8% SERIES C CUMULATIVE
REDEEMABLE PREFERRED SHARE
DEPOSITARY RECEIPT FOR
DEPOSITARY SHARES OF
FELCOR LODGING TRUST INCORPORATED
(a Maryland corporation)
THE UNDERSIGNED DEPOSITARY (THE "DEPOSITARY"), HEREBY CERTIFIES THAT
IS THE REGISTERED OWNER OF
DEPOSITARY SHARES [SEAL]
DEPOSITARY SHARES ("DEPOSITARY SHARES"), each Depositary Share representing
1/100 of one share of 8% Series C Cumulative Redeemable Preferred Stock, $0.01
par value per share (the "Shares"), of FelCor Lodging Trust Incorporated, a
Maryland corporation (the "Company"), on deposit with the Depositary, subject to
the terms and entitled to the benefits of the Deposit Agreement dated as of
April 7, 2005 (the "Deposit Agreement"), among the Company, the Depositary and
the holders from time to time of Receipts for Depositary Shares. By accepting
this Receipt, the holder hereof becomes a party to and agrees to be bound by all
the terms and conditions of the Deposit Agreement. This Receipt shall not be
valid or obligatory for any purpose or entitled to any benefits under the
Deposit Agreement unless it shall have been executed by the Depositary by the
manual signature of a duly authorized officer or, if a Registrar in respect of
the Receipts (other than the Depositary) shall have been appointed, by the
manual signature of a duly authorized officer of such Registrar.
DATED _____________________
SUNTRUST BANK /s/ Lawrence D. Robinson
-----------------------
(Atlanta, Georgia) as Depositary SECRETARY
By ________________________
/s/ [ILLIGIBLE]
-----------------------
Authorized Signatory PRESIDENT AND CHIEF
EXECUTIVE OFFICER
AMERICAN BANK NOTE COMPANY PRODUCTION COORDINATOR TODD
711 ARMSTRONG LANE DEROSSETT: 931-490-1720
PROOF OF APRIL 4, 2005
FELCOR LODGING TRUST INCORPORATED
The Depositary Shares evidenced by this Depositary Receipt are subject to
restrictions on ownership and transfer for the purpose of maintaining the
Company's status as a real estate investment trust under the Internal Revenue
Code of 1986, as amended (the "Code"). No Person may at any time (i)
Beneficially Own or Constructively Own shares of any class of Depositary Shares
in excess of 9.9% (or such other percentage as may be determined by the Board of
Directors of the Company) of the total number of Depositary Shares of such class
outstanding as of such time; (ii) Beneficially Own Depositary Shares that would
result in the Company being "closely held" under Section 856(h) of the Code; or
(iii) Constructively Own Depositary Shares that would result in the Company
Constructively Owning 10% or more of the ownership interests in any tenant or
subtenant of the Company's real property (including the real property held by
FelCor Lodging Limited Partnership and any other partnership in which the
Company owns an interest), within the meaning of Section 856(d)(2)(B) of the
Code. Any Person who attempts to Beneficially Own or Constructively Own
Depositary Shares in excess of the above limitations must immediately notify the
Company in writing. If the restrictions above are violated, the Depositary
Shares evidenced by this Depositary Receipt will be transferred automatically
and by operation of law to a Trust and shall be designated Shares-in-Trust. All
capitalized terms in this legend have the meanings assigned to them in the
Deposit Agreement, as the same may be amended from time to time. The Depositary
Shares evidenced by this Depositary Receipt are subject to all of the provisions
of the Deposit Agreement and the Charter and Bylaws of the Company, each as
amended from time to time, to all of which the holder, by acceptance hereof,
assents.
The Company will furnish to any stockholder, upon request and without
charge, a copy of its Charter and Bylaws, and all amendments thereto, setting
forth the restrictions on transfer and a statement of (i) the designations and
any preferences, conversion and other rights, voting powers, restrictions,
limitations as to dividends, qualifications, and terms and conditions of
redemption of the stock of each class which the Company is authorized to issue,
(ii) the differences in the relative rights and preferences between the shares
of each series of each class of the stock which the Company is authorized to
issue to the extent they have been set by the Board of Directors and (iii) the
authority of the Board of Directors to set the relative rights and preferences
of subsequent series of stock of the Company. Request for such statement may be
directed to the Secretary of the Company.
THE COMPANY WILL FURNISH, UPON REQUEST AND WITHOUT CHARGE, TO EACH
REGISTERED HOLDER OF DEPOSITARY RECEIPTS A COPY OF THE DEPOSIT AGREEMENT AND A
COPY OF THE ARTICLES SUPPLEMENTARY WITH RESPECT TO THE 8% SERIES C CUMULATIVE
REDEEMABLE PREFERRED STOCK OF THE COMPANY. ANY SUCH REQUEST SHALL BE ADDRESSED
TO THE DEPOSITARY NAMED ON THE FACE OF THIS DEPOSITARY RECEIPT.
The following abbreviations when used in the instructions on the face of
this receipt shall be construed as though they were written out in full
according to applicable laws or regulations.
TEN COM - as tenants in common UNIF GIFT MIN ACT- _______ Custodian_______
TEN ENT - as tenants by the (Cust) (Minor)
entireties Under Uniform Gifts to
JT TEN - as joint tenants with Minors
right of survivorship Act ____________________
and not as tenants (State)
in common
Additional abbreviations may also be used though not in the above list.
ASSIGNMENT
For value received,_______________hereby sell(s), assign(s) and
transfer(s) unto
PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE
______________________________________
________________________________________________________________________________
________________________________________________________________________________
PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS INCLUDING
POSTAL ZIP CODE OF ASSIGNEE
________________________________________________________________________________
_______________________________________________________________Depositary Shares
represented by the within Receipt, and do hereby irrevocably constitute and
appoint
________________________________________________________________________Attorney
to transfer the said Depositary Shares on the books of the within named
Depositary with full power of substitution in the premises.
Dated: _________________________
NOTICE: The signature to the assignment must correspond with the name as written
upon the face of this Receipt in every particular, without alteration or
enlargement or any change whatever.
AMERICAN BANK NOTE COMPANY PRODUCTION COORDINATOR: TODD DEROSSETT:
711 ARMSTRONG LANE 931-490-1720
COLUMBIA, TENNESSEE 38401 PROOF OF APRIL 1, 2005
(931) 388-3003 FELCOR LODGING TRUST INC.
TSB 19333 BACK
OPERATOR: TERESA
/ ETHER 19 / LIVE JOBS / F / FELCOR NEW
/ 19333 BACK
PLEASE INITIAL THE APPROPRIATE SELECTION FOR THIS PROOF:______ OK AS IS______ OK
WITH CHANGES ______ MAKE CHANGES AND SEND ANOTHER PROOF
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