Exhibit 3.2
Eighth Amendment to the
Amended and Restated
Agreement
of Limited Partnership
of
LaSalle Hotel Operating Partnership,
L.P.
This Amendment is made as of
April 15, 2009 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;
WHEREAS, the Trust filed Articles
Supplementary to the Declaration of Trust 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 Board met and approved
by unanimous written consent on April 7, 2009 certain
resolutions clas
