Form of Third Amendment to the Amended and Restated Agreement of Limited Partnership of LaSalle Hotel Operating Partnership, L.P.Amended and Restated Agreement of Limited Partnership • August 16th, 2005 • Lasalle Hotel Properties • Real estate investment trusts • Delaware
This Amendment is made as of , 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, as amended by the First Amendment to the Amended and Restated Agreement of Limited Partnership, dated as of March 6, 2002 and by that Second Amendment to the Amended and Restated Agreement of Limited Partnership, dated as of September 30, 2003 (collectively, as amended, the “Partnership Agreement”), and SCG Copley Square LLC, a Delaware limited liability company (“SCG”) 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
CONTRIBUTION AND SALE AGREEMENT Among W. COPLEY BOSTON CORPORATION, a Delaware corporation - and - SCG COPLEY SQUARE LLC, a Delaware limited liability company - and - LASALLE HOTEL OPERATING PARTNERSHIP, L.P., a Delaware limited partnership - and -...Contribution and Sale Agreement • August 16th, 2005 • Lasalle Hotel Properties • Real estate investment trusts • New York
THIS CONTRIBUTION AND SALE AGREEMENT is made as of the 12th day of August, 2005, by and among W. COPLEY BOSTON CORPORATION, a Delaware corporation (“WCBC”), SCG COPLEY SQUARE LLC, a Delaware limited liability company (“SCG” and, together with WCBC, the “Transferors”), LASALLE HOTEL OPERATING PARTNERSHIP, L.P., a Delaware limited partnership (the “Partnership”), LASALLE HOTEL PROPERTIES, a Maryland real estate investment trust (the “REIT”), and LASALLE HOTEL LESSEE, INC., an Illinois corporation (“LaSalle Lessee”).
