1
INCORPORATED UNDER THE LAWS COMMON STOCK
OF THE STATE OF MARYLAND PAR VALUE $.01
THIS CERTIFICATE IS TRANSFERABLE IN CUSIP 314305 10 3
ATLANTA, GEORGIA AND NEW YORK, NEW YORK
SEE REVERSE FOR CERTAIN DEFINITIONS
NUMBER SHARES
C
FELCOR SUITE HOTELS, INC.
This Certifies that
is the owner of
FULLY PAID AND NONASSESSABLE SHARES OF THE COMMON STOCK OF
Felcor Suite Hotels, Inc. (the "Corporation"), a Maryland corporation. The
shares represented by this Certificate are transferable only on the stock
transfer books of the Corporation by the holder of record hereof in person or
any duly authorized attorney or legal representative upon surrender of this
Certificate properly endorsed. This Certificate is not valid until
countersigned and registered by the Corporation's transfer agent and registrar.
In Witness Whereof, the Corporation has caused this Certificate to be
executed by the facsimile seal and signatures of its duly authorized officers.
DATED
Countersigned and Registered:
SUN TRUST BANK, ATLANTA /s/ Lawrence D. Robinson
(Atlanta, Georgia) SECRETARY
Transfer Agent
and Registrar,
By /s/ Thomas J. Corcoran, Jr.
Authorized Signature PRESIDENT AND CHIEF EXECUTIVE OFFICER
[FELCOR GRAPHIC] [FELCOR SEAL]
"WE'RE FELCOR!" FELCOR SUITE HOTELS, INC.
CORPORATE
SEAL
MARYLAND
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FELCOR SUITE HOTELS, INC.
The shares of Equity Stock represented by this certificate are subject to
restrictions on transfer for the purpose of maintaining the Corporation'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 (1) Beneficially Own
or Constructively Own shares of any class of Equity Stock in excess of 9.9% (or
such other percentage as may be determined by the Board of Directors of the
Corporation) of the total number of shares of such class of Equity Stock
outstanding as of such time: (2) Beneficially Own Equity Stock which would
result in the Corporation being "closely held" under Section 856(h) of the
Code; or (3) Constructively Own Equity Stock which would result in the
Corporation Constructively Owning 10% or more of the ownership interests in any
tenant or subtenant of the Corporation's real property (including the real
property held by FelCor Suites Limited Partnership and any other partnership in
which the Corporation 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 shares of Equity Stock in excess of the above limitations
must immediately notify the Corporation in writing. If the restrictions above
are violated, the shares of Equity Stock represented hereby 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 Corporation's Charter, as the same may be further
amended from time to time. The shares of Equity Stock represented by this
certificate are subject to all of the provisions of the Charter and Bylaws of
the Corporation, each as amended from time to time, to all of which the holder,
by acceptance hereof, assents. The Corporation 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
Corporation 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 Corporation 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
Corporation.
The following abbreviations, when used in the inscription on the face of
this Certificate, shall be construed as though they were written out in full
according to applicable laws or regulations.
TEN COM -- as tenants in common UNIF TRANSFER MIN ACT -- Custodian
TEN ENT -- as tenants by the entireties ------------- --------------
JT TEN -- as joint tenants with right (Cust) (Minor)
of survivorship and not as tenants under Uniform Transfers to Minors
in common Act
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(State)
Additional abbreviations may also be used though not in the above list.
For value received ______________________hereby sell, asign and transfer unto
PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE
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PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS INCLUDING POSTAL ZIP CODE OF ASSIGNEE
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shares
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represented by this Certificate, and do hereby irrevocably constitute and
appoint Attorney
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to transfer the said shares on the books of the Corporation with full power of
substition in the premises.
Date:
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SIGNATURE(S) GUARANTEED:
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THE SIGNATURE(S) SHOULD BE GUARANTEED BY
AN ELIGIBLE GUARANTOR INSTITUTION (BANKS,
STOCKBROKERS, SAVINGS AND LOAN
ASSOCIATIONS AND CREDIT UNIONS WITH
MEMBERSHIP IN AN APPROVED SIGNATURE
GUARANTEE MEDALLION PROGRAM), PURSUANT TO
S.E.C. RULE 17Ad-15.
NOTICE: THE SIGNATURE TO THIS ASSIGNMENT MUST CORRESPOND WITH THE NAME AS
WRITTEN UPON THE FACE OF THE CERTIFICATE IN EVERY PARTICULAR, WITHOUT ALTERATION
OR ENLARGEMENT, OR ANY CHANGE WHATEVER.