TENTH AMENDMENT TO AGREEMENT OF LIMITED PARTNERSHIP OF
Exhibit 10.1
AGREEMENT OF LIMITED PARTNERSHIP
OF
HERSHA HOSPITALITY LIMITED PARTNERSHIP
April 26, 2017
THIS TENTH AMENDMENT TO THE AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP (this “Tenth Amendment”), dated as of April 26, 2017, is entered into by HERSHA HOSPITALITY TRUST, a Maryland real estate investment trust, as general partner (the “General Partner”) of HERSHA HOSPITALITY LIMITED PARTNERSHIP, a Virginia limited partnership (the “Partnership”), for itself and on behalf of the limited partners of the Partnership.
WHEREAS, the Amended and Restated Agreement of Limited Partnership of the Partnership was executed on January 26, 1999, a First Amendment thereto was executed on December 31, 1999, a Second Amendment thereto was executed on April 21, 2003, a Third Amendment thereto was executed on August 5, 2005, a Fourth Amendment thereto was executed on May 18, 2011, a Fifth Amendment thereto was executed on March 26, 2013, a Sixth Amendment thereto was executed on December 23, 2014, a Seventh Amendment thereto was executed on June 22, 2015, an Eighth Amendment thereto was executed on May 27, 2016, and a Ninth Amendment thereto was executed on November 4, 2016 (the “Partnership Agreement”); and
WHEREAS, Section 4.02(a) of the Partnership Agreement authorizes the General Partner to cause the Partnership to issue additional Partnership Units in one or more classes or series, with such designations, preferences and relative, participating, optional or other special rights, powers and duties as shall be determined by the General Partner, without the approval of the Limited Partners; and
WHEREAS, the General Partner has previously established and set forth the terms of Partnership Interests designated as the Series D Preferred Partnership Units and Series E Preferred Partnership Units; and
WHEREAS, the General Partner desires to issue, from time to time, up to 1,000,000 additional Series D Preferred Shares and up to 1,000,000 additional Series E Preferred Shares of the General Partner, pursuant to Equity Distribution Agreements, each dated April 26, 2017 (the “Equity Distribution Agreements”), among the General Partner and the Partnership, on one hand, and each of Citigroup Global Markets Inc., Xxxxxx X. Xxxxx & Co. Incorporated, Xxxxx Trading Institutional Services LLC and Xxxxxxx Xxxxx & Associates, Inc., on the other hand, and the General Partner desires to cause the Partnership to issue corresponding Series D Preferred Partnership Units or Series E Preferred Partnership Units to the General Partner, at each time the Series D Preferred Shares or Series E Preferred Shares are issued by the General Partner, in an amount equal to the Series D Preferred Shares or Series E Preferred Shares issued, respectively, pursuant to the Equity Distribution Agreements; and
WHEREAS, the General Partner desires to amend Exhibit A to the Agreement from time to time in connection with the issuances and sales of the Series D Preferred Shares and Series E Preferred Shares by the General Partner, to set forth the number of Series D Preferred Partnership Units and Series E Preferred Partnership Units issued and outstanding; and
WHEREAS, pursuant to the authority granted to the General Partner pursuant to Sections 4.02(a) and Article XI of the Partnership Agreement and as authorized by the resolutions adopted by unanimous written consent of the General Partner dated April 26, 2017, the General Partner desires to amend the Partnership Agreement to issue the additional Series D Preferred Partnership Units and Series E Preferred Partnership Units to the General Partner.
NOW, THEREFORE, in consideration of good and valuable consideration, the receipt and sufficiency of which hereby are acknowledged, the General Partner hereby amends the Partnership Agreement as follows:
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1. Pursuant to Section 4.02(a) of the Partnership Agreement, effective as of the issuance date of the additional Series D Preferred Shares or Series E Preferred Shares by the General Partner, the Partnership shall issue corresponding Series D Preferred Partnership Units or Series E Preferred Partnership Units to the General Partner, at each time the Series D Preferred Shares or Series E Preferred Shares are issued by the General Partner, in an amount equal to the Series D Preferred Shares or Series E Preferred Shares issued, respectively, but in no event shall the number of Series D Preferred Partnership Units or Series E Preferred Partnership Units exceed 1,000,000 or 1,000,000, respectively. In return for the issuance to the General Partner of the Series D Preferred Partnership Units and Series E Preferred Partnership Units, the General Partner, pursuant to Section 4.02(b) of the Partnership Agreement, shall contribute to the Partnership the funds raised through its issuance of the Series D Preferred Shares and Series E Preferred Shares (the General Partner’s capital contribution shall be deemed to equal the amount of the gross proceeds of such share issuances (i.e., the net proceeds actually contributed, plus any other expenses incurred, with any such expense deemed to have been incurred by the General Partner on behalf of the Partnership)). |
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2. After the date hereof through the first date on which the Equity Distribution Agreements have been terminated pursuant to their terms, (i) the General Partner shall, as of each date that a prospectus supplement to the General Partner’s Registration Statement on Form S-3 (file no. 333-216317) is filed with the Securities and Exchange Commission under Rule 424 of the Securities Act of 1933, as amended, relating to issuances and sales of its Series D Preferred Shares or Series E Preferred Shares pursuant to the Equity Distribution Agreements, (ii) the General Partner shall, as of each date of issuance of its Series D Preferred Shares or Series E Preferred Shares other than pursuant to the Equity Distribution Agreements, and (iii) the General Partner may, from time to time and at any time, designate an updated Exhibit A to the Agreement which shall set forth the amount of Series D Preferred Partnership Units and Series E Preferred Partnership issued and outstanding and the owner of such Series D Preferred Partnership Units and Series E Preferred Partnership as of the date of designation. Any Exhibit A designated in accordance with the immediately preceding sentence shall be deemed to (A) supersede any Exhibit A or schedule thereto that is a part of the Agreement immediately prior to such designation and (B) form a part of the Agreement as the Exhibit A to the Agreement as of the date of designation.
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For the avoidance of doubt, the General Partner shall be under no obligation to execute an amendment to the Agreement each time it designates an updated Exhibit A pursuant to this paragraph. |
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3. The foregoing recitals are incorporated in and are part of this Tenth Amendment. |
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4. Except as specifically defined herein, all capitalized terms shall have the definitions provided in the Partnership Agreement. This Tenth Amendment has been authorized by the General Partner pursuant to Article XI of the Partnership Agreement and does not require execution by the Limited Partners. No other changes to the Partnership Agreement are authorized under this Tenth Amendment. |
[Signature Page Follows.]
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IN WITNESS WHEREOF, the General Partner has executed this Amendment as of the date first written above.
GENERAL PARTNER:
a Maryland real estate investment trust
By: _/s/ Xxxxxx X. Parikh____________________
Name: Xxxxxx X. Xxxxxx
Title: Chief Financial Officer
SIGNATURE PAGE TO TENTH AMENDMENT TO PARTNERSHIP AGREEMENT
