Exhibit 3.2
Fourth Amendment to the
Amended and Restated Agreement
of Limited Partnership
of
LaSalle Hotel Operating Partnership,
L.P.
This Amendment is made as of August
22, 2005 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 April 19,
2005, July 19, 2005 and August 1, 2005, and the Pricing Committee
adopted certain resolutions on August 19, 2005, classifying and
designating 3,300,000 Preferred Shares (as defined in the Articles
of Amendment and Restatement of Declaration of Trust of the Trust
(the “Declaration of Trust”)) as Series D 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 August 22, 2005, establishing a series of
preferred shares, designated Series D Preferred Shares;
WHEREAS, on August 24, 2005, the
Trust issued 3,000,000 Series D Preferred Shares;
WHEREAS, the General Partner has
determined that, in connection with the issuance of the Series D
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 D 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
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following definitions:
“Series D Preferred
Shares” means the 7.5% Series D 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 D Preferred
Units” means the series of Partnership Units representing
units of Limited Partnership Interest designated as the 7.5% Series
D Cumulative Redeemable Preferred Units (Liquidation Preference $25
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 D 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 D Preferred Shares by the
Trust:
A. Designation and Number. A
series of Partnership Units, designated as Series D Preferred
Units, is hereby established. The number of Series D Preferred
Units shall be 3,300,000.
B. Rank. The Series D
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 D 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 D Preferred Units.
C. Distributions.
(i) Pursuant to Section 5.1 of the
Partnership Agreement, holders of Series D Preferred Units shall be
entitled to receive, out of Available Cash, cumulative preferential
cash distributions at the rate of seven and one-half percent (7.5%)
per annum of the twenty-five dollars ($25.00) per share liquidation
preference of the Series D Preferred Units (equivalent to a fixed
annual amount of $1.875 per unit). Distributions on the Series D
Preferred Units shall accumulate on a daily basis and be cumulative
from (but excluding) the date of original
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issue and be payable quarterly in equal amounts
in arrears on the fifteenth day of January, April, July, and
October of each year, beginning on October 17, 2005 or, if not a
Business Day, the next succeeding Business Day, or such other day
as the General Partner may determine (each, a “Series D
Preferred Unit Distribution Payment Date”). Any distribution
(including the initial distribution) payable on the Series D
Preferred Units for any partial distribution period shall be
prorated and computed on the basis of a 360-day year consisting of
twelve 30-day months.
(ii) No distribution on the Series D
Preferred Units shall
