EXHIBIT 4.2
RECEIPT FOR DEPOSITARY SHARES,
EACH REPRESENTING 1/10 OF A SHARE OF 10 1/2% CLASS A
CUMULATIVE PREFERRED SHARES, SERIES 2002-A
BOYKIN LODGING COMPANY
THIS CERTIFICATE IS TRANSFERABLE IN CUSIP 103430 30 2
CLEVELAND, OH AND NEW YORK, NY
INCORPORATED UNDER THE LAWS OF SEE REVERSE SIDE FOR CERTAIN DEFINITIONS
THE STATE OF OHIO
National City Bank, as Depositary (the "Depositary"), hereby certifies that
is the registered owner of DEPOSITARY SHARES
("Depositary Shares"), each Depositary Share representing 1/10 of one share of
fully paid and nonassessable 10 1/2% Class A Cumulative Preferred Shares, Series
2002-A, without par value ("the Shares"), of Boykin Lodging Company, a
corporation duly organized and existing under the laws of the State of Ohio
("the Corporation"), on deposit with the Depositary, subject to the terms and
entitled to the benefits of the Deposit Agreement dated as of October 7, 2002
(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. The Depositary Shares represented by this
Receipt are transferable on the books of the Corporation in person or by duly
authorized attorney upon surrender of this Receipt properly endorsed. 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 or facsimile 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 or facsimile signature of a duly authorized
officer of such Registrar.
Witness the facsimile seal of the Corporation and the facsimile
signatures of its duly authorized officers.
Dated:
Countersigned: NATIONAL CITY BANK DEPOSITARY
(CLEVELAND, OH)
By:
/s/ Andrew Alexander /s/ Robert W. Boykin
Assistant Secretary Chairman of the Board of Directors
BOYKIN LODGING COMPANY
Each Depositary Share represented by this certificate, represents a
1/10 interest in one 10 1/2% Class A Cumulative Preferred Share, Series 2002-A.
Because the Preferred Shares are subject to restrictions on transfer for the
purpose of the Corporation's maintenance of its status as a real estate
investment trust under the Internal Revenue Code of 1986, as amended (the
"Code") the ownership of Depositary Shares is also subject to the restrictions
on transfer and ownership limitations applicable to Preferred Shares. No Person
may (i) Beneficially Own or Constructively Own Common Shares in excess of 9% of
the number of outstanding Common Shares, (ii) Beneficially Own or Constructively
Own shares of any class or series of Preferred Shares in excess of 9% of the
number of outstanding shares of that class or series of Preferred Shares, (iii)
beneficially own Equity Shares that would result in the Equity Shares being
beneficially owned by fewer than 100 Persons (determined without reference to
any rules of attribution), (iv) Beneficially Own Equity Shares that would result
in the Corporation being "closely held" under Section 856(h) of the Code, or (v)
Constructively Own Equity Shares that would cause the Corporation to
Constructively Own 10% or more of the ownership interests in a tenant of the
Corporation's or of a Subsidiary's real property, within the meaning of Section
856(d)(2)(B) of the Code. Each holder of Equity Shares is required to furnish
the Corporation such information as the Corporation may request pursuant to
Section 6 of the Corporation's Amended and Restated Articles of Incorporation.
Any Person who attempts to Beneficially Own or Constructively Own Equity Shares
in excess of the above limitations must immediately notify the Corporation in
writing. If those restrictions are violated, the Equity Shares represented
hereby in excess of those limitations will be transferred automatically by
operation of the Corporation's Amended and Restated Articles of Incorporation to
a Trust and will be designated Shares-in-Trust. All capitalized terms in this
legend have the meanings defined in the Corporation's Amended and Restated
Articles of Incorporation, as they may be amended from time to time, a copy of
which, including the restrictions on transfer, will be sent without charge to
each shareholder who so requests.
The Depositary will furnish without charge to each registered holder of
receipts who so requests a copy of the Deposit Agreement with respect to the
10 1/2% Class A Cumulative Preferred Shares, Series 2002-A of Boykin Lodging
Company. Any such request is to be addressed to the Depositary named on the face
of this 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 entireties (Minor) (Cust)
JT TEN - as joint tenants with right of under Uniform Gifts to Minors tenants
survivorship and not as tenants Act ______________
in common. (State)
Additional abbreviations may 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 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: _______________________ X____________________________________________
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.
SIGNATURE GUARANTEED:
By _________________________________________________
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.