1
NUMBER INCORPORATED UNDER THE LAWS SHARES
OF THE STATE OF MARYLAND
PB
[FELCOR LOGO]
FELCOR SUITE HOTELS, INC.
THIS CERTIFICATE IS TRANSFERABLE 9% SERIES B CUMULATIVE
IN ATLANTA, GEORGIA and NEW YORK, REDEEMABLE PREFERRED STOCK
NEW YORK
CUSIP 31 5 40 0
SEE REVERSE FOR CERTAIN
DEFINITIONS
THIS CERTIFIES THAT
IS THE OWNER OF
FULLY PAID AND NONASSESSABLE SHARES OF 9% SERIES B CUMULATIVE
REDEEMABLE PREFERRED STOCK, $.01 PAR VALUE AND $2,500.00
LIQUIDATION PREFERENCE PER SHARE, 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 signature of its duly authorized officers.
Dated:
/s/ LAWRENCE D. ROBINSON
SECRETARY
[SEAL]
Countersigned and Registered at:
SUNTRUST BANK, ATLANTA
(Atlanta, Georgia)
Transfer Agent
and Registrar /s/ THOMAS J. CORCORAN, JR.
By
Authorized Signature PRESIDENT AND CHIEF
EXECUTIVE OFFICER
2
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; (3) Constructively Own Equity Stock which would result in the
Corporation Constructively Owning 10% or more of the ownership interest 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 or supplemented 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 or supplements 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.
as tenants in common UNIF TRANSFER MIN ACT -- Custodian
as tenants by the entireties ------- -------
as joint tenants with right (Cust) (Minor)
of survivorship and not as tenants under Uniform Transfers to Minors
in common Act
----------------
(State)
Additional abbreviations may also be used though not in the above list.
For value received __________________ hereby sell, assign and transfer unto
PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE
[ ]
_______________________________________________________________________________
_______________________________________________________________________________
PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS INCLUDING POSTAL ZIP CODE
OF ASSIGNEE
_______________________________________________________________________________
________________________________________________________________________ shares
represented by this Certificate, and do hereby irrevocably constitute and
appoint
______________________________________________________________________ Attorney
to transfer the said shares on the books of the Corporation with full power of
substitution in the premises.
Date:_____________________
________________________________________
SIGNATURE(S) GUARANTEED:________________________________________
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 17Ac-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.