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CERTIFICATE OF CORRECTION
FELCOR LODGING TRUST INCORPORATED, a Maryland corporation (hereinafter
referred to as the "Company"), hereby certifies to the State Department of
Assessments and Taxation of the State of Maryland (the "Department") as follows:
FIRST: The title of the document being corrected by this Certificate of
Correction is the Articles of Merger (the "Articles of Merger") between FelCor
Lodging Trust Incorporated (formerly, FelCor Suite Hotels, Inc.) and Bristol
Hotel Company ("Bristol").
SECOND: The names of the parties to the Articles of Merger are FelCor
Lodging Trust Incorporated (formerly, FelCor Suite Hotels, Inc.) and Bristol
Hotel Company, a Delaware corporation.
THIRD: The Articles of Merger being corrected by this Certificate of
Correction were filed with, and accepted for record by, the Department on July
27, 1998 at 11:22 a.m.
FOURTH: Article SEVENTH of the Articles of Merger, which is the
provision of the Articles of Merger being corrected by this Certificate of
Correction, as previously filed read as follows:
"SEVENTH: (a) The total number of shares of stock of all classes that
the Merging Corporation has authority to issue is (i) 150,000,000
shares of common stock, par value $0.01 per share (each a "Merging
Corporation Common Share"), and (ii) 50,000,000 shares of preferred
stock, par value of $0.01 per share (each a "Merging Corporation
Preferred Share"). The aggregate par value of all shares of all classes
of stock of the Merging Corporation is $2,000,000. The total number of
shares of stock of all classes that the Successor Corporation has
authority to issue is (i) 100,000,000 shares of common stock, par value
of $0.01 per share (each, a "Successor Corporation Common Share"), and
(ii) 10,000,000 shares of preferred stock, par value of $0.01 per share
(each, a "Successor Corporation Preferred Share"), 6,050,000 of which
have been designated as "$1.95 Series A Cumulative Convertible
Preferred Stock," par value of $0.01 per share (each, a "Successor
Corporation Series A Preferred Share") and 57,000 of which have been
designated as "9% Series B Cumulative Redeemable Preferred Stock," par
value of $0.01 per share (each, a "Successor Corporation Series B
Preferred Share"). The aggregate par value of all shares of all classes
of the Successor Corporation is $1,100,000.
(b) At the Effective Time, the charter of the Successor Corporation
will be amended such that the total number of shares of all classes
that the Successor Corporation will have authority to issue will be (i)
200,000,000 Successor Corporation Common Shares, and (ii) 20,000,000
Successor Corporation Preferred Shares, 6,050,000 of which will have
been designated as Successor Corporation Series A Preferred Shares and
57,000 of which will have been designated as
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Successor Corporation Series B Preferred Shares. The aggregate par
value of all shares of all classes of the Successor Corporation will be
$2,200,000."
FIFTH: Article SEVENTH of the Articles of Merger is hereby corrected by
deleting Article SEVENTH of the Articles of Merger as previously filed and
replacing it in its entirety with the following:
"SEVENTH: (a) The total number of shares of stock of all classes that
the Merging Corporation has authority to issue is (i) 150,000,000
shares of common stock, par value $0.01 per share (each a "Merging
Corporation Common Share"), and (ii) 50,000,000 shares of preferred
stock, par value of $0.01 per share (each a "Merging Corporation
Preferred Share"). The aggregate par value of all shares of all classes
of stock of the Merging Corporation is $2,000,000. The total number of
shares of stock of all classes that the Successor Corporation has
authority to issue is (i) 100,000,000 shares of common stock, par value
of $0.01 per share (each, a "Successor Corporation Common Share"), and
(ii) 10,000,000 shares of preferred stock, par value of $0.01 per share
(each, a "Successor Corporation Preferred Share"), 6,050,000 of which
have been designated as "$1.95 Series A Cumulative Convertible
Preferred Stock," par value of $0.01 per share (each, a "Successor
Corporation Series A Preferred Share") and 57,500 of which have been
designated as "9% Series B Cumulative Redeemable Preferred Stock," par
value of $0.01 per share (each, a "Successor Corporation Series B
Preferred Share"). The aggregate par value of all shares of all classes
of the Successor Corporation is $1,100,000.
(b) At the Effective Time, the charter of the Successor Corporation
will be amended such that the total number of shares of all classes
that the Successor Corporation will have authority to issue will be (i)
200,000,000 Successor Corporation Common Shares, and (ii) 20,000,000
Successor Corporation Preferred Shares, 6,050,000 of which will have
been designated as Successor Corporation Series A Preferred Shares and
57,500 of which will have been designated as Successor Corporation
Series B Preferred Shares. The aggregate par value of all shares of all
classes of the Successor Corporation will be $2,200,000."
SIXTH: This Certificate of Correction does not (i) alter the wording of
any resolution which was adopted by the Board of Directors or the stockholders
of the Company or Bristol or (ii) make any change or amendment which would not
have complied in all respects with the requirements of the Maryland General
Corporation Law.
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IN WITNESS WHEREOF, the Company has caused this Certificate of
Correction to be signed in its name and on its behalf on this 30th day of
August, 1999, by its Senior Vice President who acknowledges that this
Certificate of Correction is the act of the Company and that to the best of his
knowledge, information and belief and under penalties for perjury all matters
and facts contained in this Certificate of Correction are true and correct in
all respects.
FELCOR LODGING TRUST INCORPORATED
By: /s/ WILLIAM P. STADLER
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Name: William P. Stadler
Title: Senior Vice President
Attest:
By: /s/ LAWRENCE D. ROBINSON
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Name: Lawrence D. Robinson
Title: Senior Vice President/
General Counsel
(Corporate Sea])
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