Exhibit 3.2
Seventh Amendment to the
Amended and Restated
Agreement
of Limited Partnership
of
LaSalle Hotel Operating Partnership,
L.P.
This Amendment is made as of
November 17, 2006 by and among LaSalle Hotel Properties, a
Maryland real estate investment trust, as the general partner (the
“Trust” or the “General Partner”) of
LaSalle Hotel Operating Partnership, L.P., a Delaware limited
partnership (the “Partnership”), and as
attorney-in-fact for the Persons named on Exhibit A to the Amended
and Restated Agreement of Limited Partnership of LaSalle Hotel
Operating Partnership, L.P., dated as of April 29, 1998 (the
“Partnership Agreement”) for the purpose of amending
the Partnership Agreement. Capitalized terms used herein and not
defined shall have the meanings given to them in the Partnership
Agreement.
WHEREAS, the Board of Trustees of
the Trust (the “Board”), met and approved on
November 9, 2006 and the Special Pricing Committee approved by
unanimous written consent on November 14, 2006, certain
resolutions classifying and designating 4,000,000 Preferred Shares
(as defined in the Articles of Amendment and Restatement of
Declaration of Trust of the Trust (the “Declaration of
Trust”)) as Series G Preferred Shares (as defined
below);
WHEREAS, the Trust filed Articles
Supplementary to the Declaration of Trust (the “Articles
Supplementary”) with the State Department of Assessments and
Taxation of Maryland on November 16, 2006, establishing a
series of preferred shares, designated Series G Preferred
Shares;
WHEREAS, on November 17, 2006,
the Trust issued 4,000,000 Series G Preferred Shares;
WHEREAS, the General Partner has
determined that, in connection with the issuance of the Series G
Preferred Shares, it is necessary and desirable to amend the
Partnership Agreement to create additional Partnership Units having
designations, preferences and other rights which are substantially
the same as the economic rights of the Series G Preferred
Shares.
NOW, THEREFORE, in consideration of
the premises and for other good and valuable consideration, the
receipt and sufficiency of which hereby are acknowledged, the
General Partner hereby amends the Partnership Agreement as
follows:
1. Article 1 of the Partnership
Agreement is hereby amended by adding the following
definitions:
“Series G Preferred
Shares” means the 7.25% Series G Cumulative Redeemable
Preferred Shares of Beneficial Interest, $.01 par value per share
(Liquidation Preference $25 per share) of the Trust, with the
preferences, liquidation and other rights, voting powers,
restrictions, limitations as to distributions, qualifications and
terms and conditions of redemption of shares as described in the
Articles Supplementary; and
“Series G Preferred
Units” means the series of Partnership Units representing
units of Limited Partnership Interest designated as the 7.25%
Series G Cumulative Redeemable Preferred Units (Liquidation
Preference $25.00 per share), with the preferences, liquidation and
other rights, voting powers, restrictions, limitations as to
distributions, qualifications and terms and conditions of
redemption of units as described herein.
2. In accordance with
Section 4.2.A of the Partnership Agreement, set forth below
are the terms and conditions of the Series G Preferred Units hereby
established and issued to the Trust in consideration of the
Trust’s contribution to the Partnership of the net proceeds
from the issuance and sale of the Series G Preferred Shares by the
Trust:
A. Designation and Number . A
series of Partnership Units, designated as Series G Preferred
Units, is hereby established.
B. Rank . The Series G
Preferred Units will, with respect to distribution rights and
rights upon liquidation, dissolution or winding up of the
Partnership, rank (a) senior to the Class A Units, Class
B Units and to all Partnership Interests the terms of which
specifically provide that such Partnership Interests shall rank
junior to such Series G Preferred Units; (b) on a parity with
all Partnership Interests issued by the Partnership, other than
those Partnership Interests referred to in clauses (a) and
(c); and (c) junior to all Partnership Interests issued by the
Partnership the terms of which specifically provide that such
Partnership Interests shall rank senior to the Series G Preferred
Units.
C. Distributions .
(i) Pursuant to Section 5.1 of
the Partnership Agreement, holders of Series G Preferred Units
shall be entitled to receive, out of Available Cash, cumulative
preferential cash distributions at the rate of seven and one
quarter percent (7.25%) per annum of the twenty-five dollars
($25.00) per unit liquidation preference of the Series G Preferred
Units (equivalent to a fixed annual amount of $1.8125 per unit);
provided, however, that during any period of time that both
(i) the Series G Preferred Shares are not listed on the New
York Stock Exchange (“NYSE”) or the American Stock
Exchange (“AMEX”), or quoted on The
NASDAQ Global Market (“NASDAQ”), or
listed or quoted on an exchange or quotation system that is a
successor to the NYSE, AMEX or NASDAQ, and (ii) the Trust is
not subject to the reporting requirements of Section 13 or
15(d) of the Securities Exchange Act of 1934, as amended (the
“Exchange Act”), and any Series G Preferred Shares are
outstanding, the holders of any outstanding Series G Units shall be
entitled to receive out of Available Cash, cumulative preferential
cash distributions at the rate of eight and one quarter percent
(8.25%) per annum of the twenty-five dollars ($25.00) per unit
liquidation preference of the Series G Preferred Units (equivalent
to a fixed annual amount of $2.0625 per unit) (the “Special
Distribution”). Distributions on the Series G Preferred Units
shall accumulate on a daily basis and be cumulative from (but
excluding) the date of original issue or, with respect to the
Special Distribution, if applicable, from the date following the
date on which both (i) the Series G Preferred Shares are not
listed on the NYSE or the AMEX or quoted on NASDAQ, or are not
listed or quoted on an exchange or quotation system that is a
successor to the NYSE, AMEX or NASDAQ, and (ii) the Trust is
not sub
