0001169232-09-002278.txt : 20090427 0001169232-09-002278.hdr.sgml : 20090427 20090427172413 ACCESSION NUMBER: 0001169232-09-002278 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 5 FILED AS OF DATE: 20090427 DATE AS OF CHANGE: 20090427 GROUP MEMBERS: BARRY S. STERNLICHT GROUP MEMBERS: SCG HOTEL DLP, L.P. GROUP MEMBERS: SCG/DLP HOLDINGS, L.L.C. GROUP MEMBERS: SCG/DLP HOTEL, L.P. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: LASALLE HOTEL PROPERTIES CENTRAL INDEX KEY: 0001053532 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] IRS NUMBER: 364219376 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-53951 FILM NUMBER: 09773389 BUSINESS ADDRESS: STREET 1: 4800 MONTGOMERY LANE STREET 2: SUITE M25 CITY: BETHESDA STATE: MD ZIP: 20814 BUSINESS PHONE: 301 941 1500 MAIL ADDRESS: STREET 1: 4800 MONTGOMERY LANE STREET 2: SUITE M25 CITY: BETHESDA STATE: MD ZIP: 20814 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: STARWOOD CAPITAL GROUP GLOBAL LLC CENTRAL INDEX KEY: 0001373160 IRS NUMBER: 061591791 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 591 W PUTNAM AVENUE CITY: GREENWICH STATE: CT ZIP: 06830 BUSINESS PHONE: (203) 422-7700 MAIL ADDRESS: STREET 1: 591 W PUTNAM AVENUE CITY: GREENWICH STATE: CT ZIP: 06830 SC 13D 1 d76834_sc13d.htm SCHEDULE 13D

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No.)*

LaSalle Hotel Properties

(Name of Issuer)

7.25% Series G Cumulative Redeemable Preferred Shares

of Beneficial Interest, par value $0.01

(Title of Class of Securities)

517942108

(CUSIP Number)

Madison Grose, Esq.

Co-General Counsel

Starwood Capital Group Global, L.L.C.

591 West Putnam Avenue

Greenwich, Connecticut 06830

203-422-7700

Copies to:

Gerald D. Shepherd, Esq.
Davies Ward Phillips & Vineberg LLP
625 Madison Avenue, 12th Floor
New York, New York 10022
(212) 588-5500

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

April 16, 2009

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. [ ]

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

*The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP No. 517942108

1. Names of Reporting Persons. SCG Hotel DLP, L.P.
2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a) o (b) x

3. SEC Use Only
4. Source of Funds (See Instructions) OO (see Item 3)
5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o
6. Citizenship or Place of Organization Delaware
Number of Shares Beneficially Owned by Each Reporting Person With:	7. Sole Voting Power 0
	8. Shared Voting Power 2,348,888
	9. Sole Dispositive Power 0
	10. Shared Dispositive Power 2,348,888
11. Aggregate Amount Beneficially Owned by Each Reporting Person 2,348,888
12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o
13. Percent of Class Represented by Amount in Row (11) 37.0% ¹
14. Type of Reporting Person (See Instructions) PN

¹ Based upon 6,348,888 Series G Shares outstanding on April 17, 2009, as disclosed by LaSalle Hotel Properties in its registration statement on Form S-3 filed with the Securities and Exchange Commission on April 17, 2009.

CUSIP No. 517942108

1. Names of Reporting Persons. SCG/DLP Holdings, L.P.
2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a) o (b) x

3. SEC Use Only
4. Source of Funds (See Instructions) OO (see Item 3)
5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o
6. Citizenship or Place of Organization Delaware
Number of Shares Beneficially Owned by Each Reporting Person With:	7. Sole Voting Power 0
	8. Shared Voting Power 2,348,888
	9. Sole Dispositive Power 0
	10. Shared Dispositive Power 2,348,888
11. Aggregate Amount Beneficially Owned by Each Reporting Person 2,348,888
12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o
13. Percent of Class Represented by Amount in Row (11) 37.0% ²
14. Type of Reporting Person (See Instructions) PN

² Based upon 6,348,888 Series G Shares outstanding on April 17, 2009, as disclosed by LaSalle Hotel Properties in its registration statement on Form S-3 filed with the Securities and Exchange Commission on April 17, 2009.

CUSIP No. 517942108

1. Names of Reporting Persons. SCG/DLP Holdings, L.L.C.
2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a) o (b) x

3. SEC Use Only
4. Source of Funds (See Instructions) OO (see Item 3)
5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o
6. Citizenship or Place of Organization Delaware
Number of Shares Beneficially Owned by Each Reporting Person With:	7. Sole Voting Power 0
	8. Shared Voting Power 2,348,888
	9. Sole Dispositive Power 0
	10. Shared Dispositive Power 2,348,888
11. Aggregate Amount Beneficially Owned by Each Reporting Person 2,348,888
12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o
13. Percent of Class Represented by Amount in Row (11) 37.0% ³
14. Type of Reporting Person (See Instructions) OO

3 Based upon 6,348,888 Series G Shares outstanding on April 17, 2009, as disclosed by LaSalle Hotel Properties in its registration statement on Form S-3 filed with the Securities and Exchange Commission on April 17, 2009.

CUSIP No. 517942108

1. Names of Reporting Persons. Starwood Capital Group Global, L.L.C.
2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a) o (b) x

3. SEC Use Only
4. Source of Funds (See Instructions) OO (see Item 3)
5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o
6. Citizenship or Place of Organization Connecticut
Number of Shares Beneficially Owned by Each Reporting Person With:	7. Sole Voting Power 0
	8. Shared Voting Power 2,348,888
	9. Sole Dispositive Power 0
	10. Shared Dispositive Power 2,348,888
11. Aggregate Amount Beneficially Owned by Each Reporting Person 2,348,888
12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o
13. Percent of Class Represented by Amount in Row (11) 37.0% ⁴
14. Type of Reporting Person (See Instructions) OO

4 Based upon 6,348,888 Series G Shares outstanding on April 17, 2009, as disclosed by LaSalle Hotel Properties in its registration statement on Form S-3 filed with the Securities and Exchange Commission on April 17, 2009.

CUSIP No. 517942108

1. Names of Reporting Persons. Barry S. Sternlicht
2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a) o (b) x

3. SEC Use Only
4. Source of Funds (See Instructions) OO (see Item 3)
5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o
6. Citizenship or Place of Organization United States
Number of Shares Beneficially Owned by Each Reporting Person With:	7. Sole Voting Power 0
	8. Shared Voting Power 2,348,888
	9. Sole Dispositive Power 0
	10. Shared Dispositive Power 2,348,888
11. Aggregate Amount Beneficially Owned by Each Reporting Person 2,348,888
12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o
13. Percent of Class Represented by Amount in Row (11) 37.0% ⁵
14. Type of Reporting Person (See Instructions) IN

⁵ Based upon 6,348,888 Series G Shares outstanding on April 17, 2009, as disclosed by LaSalle Hotel Properties in its registration statement on Form S-3 filed with the Securities and Exchange Commission on April 17, 2009.

Item 1. Security and Issuer

This Schedule 13D relates to the 7.25% Series G Cumulative Redeemable Preferred Shares of Beneficial Interest, par value $0.01 (the "Series G Shares"), of LaSalle Hotel Properties, a Maryland real estate investment trust (the "Issuer"). The principal executive offices of the Issuer are located at 3 Bethesda Metro Center, Suite 1200, Bethesda, Maryland 20814.

Item 2.

Identity and Background

This Schedule 13D is being filed by (a) SCG Hotel DLP, L.P., (b) SCG/DLP Holdings, L.P., (c) SCG/DLP Holdings, L.L.C., (d) Starwood Capital Group Global, L.L.C. ("SCGG") and (e) Barry S. Sternlicht (collectively, the "Reporting Persons").

The Reporting Persons have entered into a Joint Filing Agreement, dated April 27, 2009, a copy of which is filed herewith as Exhibit 1 to this Schedule 13D, and which is incorporated herein by reference. Neither the fact of this filing nor anything contained herein shall be deemed an admission by the Reporting Persons that they constitute a "group" as such term is used in Rule 13d-1(k) promulgated by the Securities and Exchange Commission under the Securities Exchange Act of 1934, as amended.

SCG Hotel DLP, L.P. is a limited partnership formed under the laws of Delaware with its business address at 591W. Putnam Ave., Greenwich, CT 06830 and its principal business is real estate investment.

SCG/DLP Holdings, L.P., a limited partnership formed under the laws of Delaware, is the general partner of SCG Hotel DLP, L.P. SCG/DLP Holdings, L.P.'s business address is 591W. Putnam Ave., Greenwich, CT 06830 and its principal business is real estate investment.

SCG/DLP Holdings, L.L.C., a limited liability company formed under the laws of Delaware, is the general partner of SCG/DLP Holdings, L.P. SCG/DLP Holdings, L.L.C.'s business address is 591W. Putnam Ave., Greenwich, CT 06830 and its principal business is real estate investment.

SCGG, a limited liability company formed under the laws of Connecticut, is the sole member of SCG/DLP Holdings, L.L.C. SCGG's business address is 591W. Putnam Ave., Greenwich, CT 06830 and its principal business is real estate investment.

Barry S. Sternlicht, an individual who is a citizen of the United States, is the Chairman, Chief Executive Officer and General Manager of SCGG. Mr. Sternlicht's business address is 591W. Putnam Ave., Greenwich, CT 06830 and his present principal occupation is that of private investor.

During the last five years, none of the Reporting Persons has been (i) convicted in a criminal proceeding (excluding traffic violations and similar misdemeanors) or (ii) party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

Item 3.

Source and Amount of Funds or Other Consideration

In August 2005, the Issuer acquired the Westin Copley Place in Boston, Massachusetts. As part of the consideration to acquire the hotel, LaSalle Hotel Operating Partnership, L.P. (the "Operating Partnership" of the Issuer) issued to SCG Hotel DLP, L.P. 2,348,888 7.25% Series C Cumulative Redeemable Preferred Units (liquidation preference $25 per unit) (the "Series C Units") of the Operating Partnership. The Series C Units were redeemable for 7.25% Series C Cumulative Redeemable Preferred Shares of Beneficial Interest (liquidation preference $25 per share), $0.01 par value per share (the "Series C Shares"), of the Issuer on a one-for-one basis. On February 1, 2009, each of the Series C Units was redeemed and the Issuer issued 2,348,888 Series C Shares. Prior to the exchange of the Series C Shares for the Series G Shares described below, the Series C Shares were held by SCG Hotel DLP, L.P. On April 16, 2009, each of the Series C Shares was exchanged for one Series G Share, and the Issuer issued 2,348,888 Series G Shares to SCG Hotel DLP, L.P. in such exchange. The Series G Shares were issued to SCG Hotel DLP, L.P. pursuant to an Exchange Agreement, dated as of April 16, 2009 (the "Exchange Agreement"), between SCG Hotel DLP, L.P. and the Issuer.

Item 4.

Purpose of Transaction

The Reporting Persons acquired the securities of the Issuer covered by this Schedule 13D for investment purposes. SCG Hotel DLP, L.P. plans to the distribute the Series G Shares of the Issuer covered by this Schedule 13D to its direct and indirect partners. The Reporting Persons intend to continue to evaluate the Issuer's business, financial condition, results of operations, capital structure, management, stock market performance, competitive outlook and other relevant factors. As part of such evaluations, the Reporting Persons may seek the views of, hold discussions with and respond to inquiries from representatives of the Issuer and other persons regarding the Issuer's affairs. Depending on such evaluations, each Reporting Person may at any time and from time to time acquire Series G Shares or other securities of the Issuer or securities convertible or exchangeable for Series G Shares or other securities of the Issuer; dispose of Series G Shares which it has acquired; and/or enter into privately negotiated derivative transactions with institutional counterparts to hedge the market risk of some or all of the positions in the Series G Shares which it has acquired. Any acquisition or disposition of Series G Shares or other securities of the Issuer by the Reporting Persons may be effected though open market or privately negotiated transactions, or otherwise. Any such transactions may be effected at any time and from time to time subject to any applicable limitations of the Securities Act of 1933, as amended. In the interest of maximizing value, the Reporting Persons may, from time to time, develop plans respecting, or propose changes in the management, policies, operations or capital structure of the Issuer. Such plans or proposals may include or relate to one or more of the transactions specified in Items 4(a) through (j) of Schedule 13D under Rule 13d-1(a), including without limitation, a merger, disposition, sale of the Issuer's assets or changes in the Issuer's capitalization. Each Reporting Person reserves the right to change its plans and intentions at any time, as it deems appropriate.

The Series G Shares were issued to SCG Hotel DLP, L.P. in exchange for the Series C Shares previously held by SCG Hotel DLP, L.P. pursuant to the Exchange Agreement, which also contains customary representations and warranties and covenants, including the agreement

by SCG Hotel DLP, L.P. that it will not transfer the Series G Shares except in accordance with applicable securities laws.

Pursuant to a Registration Rights Agreement, dated as of April 16, 2009 (the “Registration Rights Agreement”), the Issuer has granted certain registration rights regarding the Series G Shares to SCG Hotel DLP, L.P. and subsequent transferees of the Series G Shares who become party to the Registration Rights Agreement in accordance with the terms and conditions of the Registration Rights Agreement, and the Issuer has agreed to file a shelf registration statement of the Issuer registering under the Securities Act of 1933, as amended, the resale of the Series G Shares by SCG Hotel DLP, L.P. or such other holders of the Series G Shares.

Pursuant to an Ownership Limit Waiver Agreement, dated as of April 16, 2009 (the “Waiver”), the Issuer has exempted the acquisition by SCG Hotel DLP, L.P. of 2,348,888 Series G Shares from the ownership limit set forth in its Articles of Amendment and Restatement of Declaration of Trust.

Except as disclosed herein, the Reporting Persons do not have any present plans or proposals that relate to or would result in any of the actions described in Items 4(a) through (j) of Schedule 13D. However, as part of their ongoing evaluation of this investment, the Reporting Persons may formulate new plans or proposals which could relate to or which could result in one or more of the actions referred to in this Item 4 of Schedule 13D.

The discussions contained herein regarding the Exchange Agreement, the Registration Rights Agreement and the Waiver are qualified in their entirety by the copies of those agreements filed as exhibits hereto and incorporated herein by reference.

Item 5.

Interest in Securities of the Issuer

(a) and (b)

As of the date hereof, SCG Hotel DLP, L.P. beneficially owns an aggregate of 2,348,888 Series G Shares, or approximately 37.0% of the total issued and outstanding Series G Shares of the Issuer. SCG/DLP Holdings, L.P., as the general partner of SCG Hotel DLP, L.P., may be deemed to have beneficial ownership of the foregoing 2,348,888 Series G Shares. SCG/DLP Holdings, L.L.C., as the general partner of SCG/DLP Holdings, L.P., may also be deemed to have beneficial ownership of the forgoing 2,348,888 Series G Shares. SCGG as the sole member of SCG/DLP Holdings, L.L.C., may also be deemed to have beneficial ownership of the foregoing 2,348,888 Series G Shares. Barry Sternlicht as the Chairman, Chief Executive Officer and General Manager of SCGG, may also be deemed to have beneficial ownership of the forgoing 2,348,888 Series G Shares.

(c)	Except as set forth in Item 3 of this Schedule 13D, no transactions in the Series G Shares were effected by the Reporting Persons during the past 60 days.

(d)	No person is known by any Reporting Person to have the right to receive or the power to direct the receipt of dividends from the sale of, or the proceeds from

the sale of, any of the Series G Shares that may be deemed to be beneficially owned by any Reporting Person.

(e)	Not applicable.

Item 6.

Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

The responses to Item 3, 4, and 5 are incorporated herein by reference

Pursuant to the Exchange Agreement, the Issuer issued 2,348,888 Series G Shares to SCG Hotel DLP, L.P. in exchange for 2,348,888 Series C Shares previously held by SCG Hotel DLP, L.P. The Exchange Agreement also contains customary representations and warranties and covenants, including the agreement by SCG Hotel DLP, L.P. that it will not transfer the Series G Shares except in accordance with applicable securities laws.

Pursuant to the Registration Rights Agreement, the Issuer has granted SCG Hotel DLP, L.P. and subsequent transferees of the Series G Shares who become party to the Registration Rights Agreement in accordance with its terms certain registration rights with respect to the 2,348,888 Series G Shares that were acquired by SCG Hotel DLP, L.P.

Pursuant to the Waiver, the Issuer has exempted the acquisition by SCG Hotel DLP, L.P. of 2,348,888 Series G Shares from the ownership limit set forth in its Articles of Amendment and Restatement of Declaration of Trust.

The foregoing summary of the Exchange Agreement, the Registration Rights Agreement and the Waiver do not purport to be complete and are qualified in their entirety by the actual terms of these documents, which are attached as Exhibits hereto and incorporated herein by reference.

Item 7. Material to be Filed as Exhibits

Exhibit No.		Exhibit Name
1.		Joint Filing Agreement, dated April 27, 2009, by and among SCG Hotel DLP, L.P., SCG/DLP Holdings, L.P., SCG/DLP Holdings, L.L.C., Starwood Capital Group Global, L.L.C. and Barry S. Sternlicht relating to the filing of a joint statement on Schedule 13D
2.		Exchange Agreement, dated as of April 16, 2009, between LaSalle Hotel Properties and SCG Hotel DLP, L.P.
3.		Registration Rights Agreement, dated as of April 16, 2009, between LaSalle Hotel Properties and SCG Hotel DLP, L.P.
4.		Ownership Limit Waiver Agreement, dated as of April 16, 2009, between LaSalle Hotel Properties and SCG Hotel DLP, L.P.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: April 27, 2009

		SCG HOTEL DLP, L.P.

		By:	SCG/DLP Holdings, L.P.
			Its General Partner

		By:	SCG/DLP Holdings, L.L.C.,
			Its General Partner

		By:	/s/ Madison Grose
			Name: Madison Grose
			Title: Sr. Managing Director

		SCG/DLP HOLDINGS, L.P.

		By:	SCG/DLP Holdings L.L.C.,
			Its General Partner

		By:	/s/ Madison Grose
			Name: Madison Grose
			Title: Sr. Managing Director

		SCG/DLP HOLDINGS, L.L.C.

		By:	/s/ Madison Grose
			Name: Madison Grose
			Title: Sr. Managing Director

		STARWOOD CAPITAL GROUP GLOBAL, L.L.C.

		By:	/s/ Barry S. Sternlicht
			Name: Barry S. Sternlicht
			Title: Chief Executive Officer
		BARRY STERNLICHT

		/s/ Barry S. Sternlicht

EXHIBIT INDEX

Exhibit No.		Exhibit Name
1.		Joint Filing Agreement, dated April 27, 2009, between SCG Hotel DLP, L.P., SCG/DLP Holdings, L.P., SCG/DLP Holdings, L.L.C., Starwood Capital Group Global, L.L.C. and Barry S. Sternlicht
2.		Exchange Agreement, dated as of April 16, 2009, between LaSalle Hotel Properties and SCG Hotel DLP, L.P.
3.		Registration Rights Agreement, dated as of April 16, 2009, between LaSalle Hotel Properties and SCG Hotel DLP, L.P.
4.		Ownership Limit Waiver Agreement, dated as of April 16, 2009, between LaSalle Hotel Properties and SCG Hotel DLP, L.P.

EX-99.1 2 d76834_ex99-1.htm JOINT FILING AGREEMENT

Exhibit 1

JOINT FILING AGREEMENT

The undersigned acknowledge and agree that the foregoing Schedule 13D is filed on behalf of each of the undersigned and that all subsequent amendments to this Statement on Schedule 13D may be filed on behalf of each of the undersigned without the necessity of filing additional joint filing agreements.

Dated: April 27, 2009

		SCG HOTEL DLP, L.P.

		By:	SCG/DLP Holdings, L.P.,
			Its General Partner

		By:	SCG/DLP Holdings, L.L.C.,
			Its General Partner

		By:	/s/ Madison Grose
			Name: Madison Grose
			Title: Sr. Managing Director

		SCG/DLP HOLDINGS, L.P.

		By:	SCG/DLP Holdings L.L.C.,
			Its General Partner

		By:	/s/ Madison Grose
			Name: Madison Grose
			Title: Sr. Managing Director

		SCG/DLP HOLDINGS, L.L.C.
		By:	/s/ Madison Grose
			Name: Madison Grose
			Title: Sr. Managing Director

		STARWOOD CAPITAL GROUP GLOBAL, L.L.C.

		By:	/s/ Barry S. Sternlicht
			Name: Barry S. Sternlicht
			Title: Chief Executive Officer
		BARRY STERNLICHT /s/ Barry S. Sternlicht

EX-99.2 3 d76834_ex99-2.htm EXCHANGE AGREEMENT

EXCHANGE AGREEMENT

This Exchange Agreement (this “Agreement”) is made and entered into as of this 16^th day of April, 2009, by and between SCG Hotel DLP, L.P., a Delaware limited partnership (the “Holder”), and LaSalle Hotel Properties, a Maryland real estate investment trust (the “REIT”).

RECITALS

A. The Holder wishes to exchange 2,348,888 7.25% Series C Cumulative Redeemable Preferred Shares of Beneficial Interest of the REIT, par value $0.01 per share (the “Series C Shares”) for 2,348,888 7.25% Series G Cumulative Redeemable Preferred Shares of Beneficial Interest of the REIT, par value $0.01 per share (the “New Shares”), and the REIT wishes to issue and deliver to the Holder such New Shares in exchange for the Series C Shares (the “Exchange”), in each case upon the terms and conditions set forth herein.

B. The Exchange is intended to be exempt from registration under Section 4(2) of the Securities Act.

C. The Holder and its transferees will have registration rights with respect to the New Shares as set forth in the Registration Rights Agreement.

D.	Certain capitalized terms used herein are defined in Section 6.1.

NOW, THEREFORE, in consideration of the premises and the agreements set forth below, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

ARTICLE I

Issuance and Exchange

Section 1.1 Issuance, Exchange and Delivery. The REIT hereby agrees to issue and deliver the New Shares to the Holder in exchange for the Series C Shares, and the Holder agrees to deliver the Series C Shares to the REIT in exchange for the New Shares, in each case at the Closing (as defined below).

Section 1.2 Closing. The settlement of the Exchange (the “Closing”) shall take place on the date hereof. At the Closing:

(a) the Holder shall deliver or cause to be delivered to the REIT all of the Holder’s right, title and interest in and to the Series C Shares, free and clear of all Liens, by delivering to the Transfer Agent all required documents of conveyance or transfer that may be necessary to transfer to and confirm in the REIT all right, title and interest in and to the Series C Shares;

EAST\42403030.7

(b) deliver a duly executed registration rights agreement in the form of Exhibit A hereto, with such amendments thereto (if any) as the Holder and the REIT may agree prior to the Closing (the “Registration Rights Agreement”);

(c) deliver a duly executed ownership limit waiver in the form of Exhibit B hereto, with such amendments thereto (if any) as the Holder and the REIT may agree prior to the Closing (the “Ownership Limit Waiver”); and

(ii) the REIT shall

(i) deliver to the Holder the New Shares by delivering to the Transfer Agent all required documents of conveyance or transfer may be necessary to transfer to and confirm in the Holder all right, title and interest in and to the New Shares;

(ii)

deliver a duly executed Registration Rights Agreement; and

(iii)

deliver a duly executed Ownership Limit Waiver.

Section 1.3 Post-Closing Obligations of the Holder. Upon the later of the date the Registration Statement is declared effective by the SEC and the date on which the New Shares are listed with The New York Stock Exchange (“NYSE”), the Holder agrees to pay to the REIT in cash by wire transfer of immediately available funds, in accordance with the wire transfer instructions provided to the Holder by the REIT, an amount equal to the sum of $1 million plus the amount of all third-party fees and expenses reasonably incurred by the REIT in connection with the Exchange and evidenced by reasonably detailed documentation, as described in Article V hereof and as set forth in reasonable detail in a memorandum from the REIT to the Holder; provided, however, that the Holder will not be obligated to pay such sum of $1 million plus such third-party fees or expenses if (i) the REIT fails to use commercially reasonable efforts to cause the New Shares to be issued in the Exchange to be registered for resale pursuant to an effective registration statement under the Securities Act or to be listed for trading on the NYSE, in either case at or promptly after the time of delivery of the New Shares pursuant to the Exchange or (ii) the Holder (or other selling shareholder) incurs liability under applicable securities law in connection with the registration or sale of the New Shares issued in the Exchange (other than any such liability arising solely out of information provided by the Holder (or other selling shareholder) expressly for inclusion in the registration statement covering the New Shares issued in the Exchange).

Section 1.4 Post-Closing Obligations of the REIT. On July 15, 2009, the next regularly scheduled date for a dividend payment on the New Shares, the holders of the New Shares will receive a payment that will include the dividend payment for the New Shares and for the Series C Shares for the period beginning on April 1, 2009 and ending on June 30, 2009. For the avoidance of doubt, the dividend payable on each New Share shall equal the dividend paid on each other 7.25% Series G Cumulative Redeemable Preferred Share of Beneficial Interest of the REIT, par value $0.01 per share, notwithstanding that such New Share was issued after April 1. 2009.

ARTICLE II

Representations and Warranties of the Holder

The Holder hereby makes the following representations and warranties, each of which is true and correct on the date hereof.

Section 2.1

Existence and Power.

(a) The Holder is duly organized, validly existing and in good standing under the laws of the state of its formation and has the power, authority and capacity to execute and deliver this Agreement, to perform its obligations hereunder, and to consummate the transactions contemplated hereby.

(b) The execution, delivery and performance of this Agreement by the Holder, and the consummation by the Holder of the transactions contemplated hereby, do not and will not:

(i) violate or conflict with any provision of the Holder’s certificate of limited partnership or limited partnership agreement;

(ii) require any consent, approval, authorization or permit of, registration, declaration or filing with, or notification to, any Governmental Entity or other Person;

(iii) constitute or result in a breach, violation or default (or any event that, with the giving of notice or lapse of time or both, would become a default) under any note, bond, mortgage, deed, indenture, lien, instrument, contract, agreement, lease or license, whether written or oral, to which Holder is a party; or

(iv)

violate any Law applicable to the Holder;

other than such exceptions in the case of each of clauses (ii), (iii) and (iv) above as would not, individually or in the aggregate, reasonably be expected to impair or delay the Holder’s ability to perform its obligations hereunder and to consummate the transactions contemplated hereby.

Section 2.2 Valid and Enforceable Agreement; Authorization. The execution, delivery and performance by the Holder of this Agreement and the consummation of the transactions contemplated hereby are within the Holder’s limited partnership powers and have been duly authorized by all necessary limited partnership action on the part of the Holder. This Agreement has been duly executed and delivered by the Holder and constitutes a legal, valid and binding obligation of the Holder, enforceable against the Holder in accordance with its terms, except that such enforcement may be subject to (a) bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting or relating to enforcement of creditors’ rights generally, and (b) general principles of equity.

Section 2.3 Title to Series C Shares. The Holder is the sole record and beneficial owner of and has good and valid title to its interest in the Series C Shares, free and clear of all Liens. The Holder has not, in whole or in part, (a) assigned, transferred, hypothecated, pledged

or otherwise disposed of the Series C Shares or its rights in the Series C Shares, or (b) given any person or entity any transfer order, power of attorney or other authority of any nature whatsoever with respect to the Series C Shares. The Exchange will vest in the REIT good title to all of the Holder’s interest in the Series C Shares, free and clear of any and all Liens other than Liens created by or imposed by the REIT.

Section 2.4 Brokers and Finders. Neither the Holder nor any of its officers, directors, employees or agents (a) has utilized any broker, finder, placement agent or financial advisor or incurred any liability for any brokers, finders or similar fees or commissions in connection with the transactions contemplated by this Agreement for which the REIT or any of its affiliates may have any liability or (b) has made any payment, or will make any payment, of any commission or other remuneration, directly or indirectly, for soliciting the Exchange.

Section 2.5

Securities Laws Matters.

(a) The Holder is an “accredited investor” within the meaning of Rule 501 of Regulation D under the Securities Act. The Holder is familiar with the REIT, has access to the REIT’s filings with the SEC and, based on such information and such additional investigation as the Holder deemed appropriate, has determined to enter into this Agreement.

(b) The Holder has had a reasonable opportunity to ask questions of and receive information and answers from a person or persons acting on behalf of the REIT concerning its business and the Exchange.

(c) The Holder is acquiring the New Shares solely for its own account for investment and not with a view to, or in connection with, any resale or distribution, and the New Shares may not be transferred or otherwise disposed of by the Holder otherwise than in transactions pursuant to the Registration Statement to be filed by the REIT pursuant to the terms and conditions of the Registration Rights Agreement or that are exempt from the registration requirements of the Securities Act and all applicable state securities laws, and the REIT may refuse to transfer any the New Shares as to which evidence of such registration or exemptions of such registration requirements reasonably satisfactory to the REIT is not provided to it (such ability to refuse being in addition to the transfer restrictions contained in the Declaration of Trust), which evidence may include the requirement of legal opinions regarding the exemption from such registration.

ARTICLE III

Representations and Warranties of the REIT

The REIT hereby makes the following representations and warranties, each of which is true and correct on the date hereof.

Section 3.1

Existence and Power.

(a) The REIT is a real estate investment trust duly organized, validly existing and in good standing under the laws of the State of Maryland and has the power, authority and capacity to execute and deliver this Agreement and the other Transaction Documents, to perform

the REIT’s obligations hereunder and under the other Transaction Documents, and to consummate the transactions contemplated hereby and thereby.

(b) The execution, delivery and performance of this Agreement and the other Transaction Documents by the REIT, and the consummation by the REIT of the transactions contemplated hereby and thereby, do not and will not:

(i) violate or conflict with any provision of the Declaration of Trust or Bylaws of the REIT, as amended;

(ii) require any consent, approval, authorization or permit of, registration, declaration or filing with, or notification to, any Governmental Entity or other Person, other than as may be required by the SEC, applicable state agencies or NYSE in connection with the registration and listing of the New Shares;

(iii) constitute or result in a breach, violation or default (or any event that, with the giving or notice or lapse of time or both, would become a default) under any note, bond, mortgage, deed, indenture, lien, instrument, contract, agreement, lease or license, whether written or oral, to which the REIT of any of its Subsidiaries is a party or by which the REIT or any of its Subsidiaries or any of their respective assets or properties is bound; or

(iv)

violate any Law applicable to the REIT;

other than such exceptions in the case of each of clauses (ii), (iii) and (iv) above as would not, individually or in the aggregate, reasonably be expected to impair or delay the REIT’s ability to perform each of its obligations hereunder and under the other Transaction Documents and to consummate the transactions contemplated hereby or thereby or adversely affect any rights or interest of the Holder in the New Shares to be issued pursuant to this Agreement.

Section 3.2 Valid and Enforceable Agreement; Authorization. The execution, delivery and performance by the REIT of this Agreement and the other Transaction Documents and the consummation of the transactions contemplated hereby and thereby are within the REIT’s corporate powers and have been duly authorized by all necessary corporate action on the part of the REIT. This Agreement and the other Transaction Documents have been duly executed and delivered by the REIT and constitute the legal, valid and binding obligations of the REIT, enforceable against the REIT in accordance with their terms, except that such enforcement may be subject to (a) bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting or relating to enforcement of creditors’ rights generally and (b) general principles of equity.

Section 3.3 Issuance of the Shares. The New Shares have been duly reserved for issuance and, upon issuance in accordance with the terms of this Agreement, will be validly issued, fully paid and non-assessable and free of restrictions on transfer other than (i) as created under applicable federal and state securities laws, (ii) Liens created by or imposed by the Holder and (iii) Liens arising under the Declaration of Trust or the Bylaws. Based in part upon the representations of the Holder in Section 2 of this Agreement, the New Shares, when issued and delivered in accordance with the terms of this Agreement, will be issued in compliance in all material respects with all applicable federal and state securities laws and, subject to the

limitations set forth in the immediately preceding sentence, will vest in the Holder good title to the New Shares, free and clear of any and all Liens. Upon issuance of the New Shares, application will be made to list the New Shares for trading on NYSE.

Section 3.4 Compliance with Orders. There is no judgment, decree, injunction, rule or order of any arbitrator or Governmental Entity outstanding against the REIT that in any manner seeks to prevent, enjoin, alter or materially delay the transactions contemplated by this Agreement or the other Transaction Documents.

Section 3.5 Disclosure. The REIT shall file a Form 8-K reporting this transaction with the SEC within the time period required by the rules and regulations governing the use of Form 8-K.

Section 3.6 Brokers and Finders. Neither the REIT nor any of its Subsidiaries nor any of their respective officers, directors, employees or agents (a) has utilized any broker, finder, placement agent or financial advisor or incurred any liability for any brokers, finders or similar fees or commissions in connection with the transactions contemplated by this Agreement for which the Holder or any of its affiliates may have any liability or (b) has made any payment, or will make any payment, of any commission or other remuneration, directly or indirectly, for soliciting the Exchange.

ARTICLE IV

Trading Matters

Section 4.1 Transfers. The parties acknowledge and agree that (i) the Holder is acquiring the New Shares issued pursuant to this Agreement in reliance on an exemption from registration pursuant to Section 4(2) of the Securities Act, (ii) except as noted in Sections 2.5 and 4.1 of this Agreement or except as may be permitted under applicable securities laws, the Holder may not sell, transfer, assign, pledge, encumber, hypothecate or otherwise dispose of, or enter into any contract, option or other arrangement or understanding with respect to the sale, transfer, assignment, pledge, encumbrance, hypothecation or other disposition of, the New Shares issued pursuant to this Agreement until the Holder receives notice from the REIT that the Registration Statement has been declared effective by the SEC, (iii) the New Shares will be “restricted securities” within the meaning of Rule 144 under the Securities Act, and (iv) the evidence of the New Shares will initially bear a legend, restricting the Holder’s or any other holder’s ability to assign, transfer, pledge, encumber or otherwise dispose of the New Shares. Notwithstanding anything to the contrary contained in this Agreement, the New Shares may be transferred to the Holder’s direct and indirect partners or other equity holders on a pro-rata basis in accordance with their capital accounts or as otherwise provided in the applicable organizational documents, so long as each partner or other equity holder, as applicable, is not required to pay the Holder any consideration for the transfer and each such partner or other equity holder that receives New Shares executes and delivers to the REIT a transfer letter in the form attached as Exhibit C hereto.

Section 4.2 Trading Restrictions. The parties agree that, during any period applicable to the Exchange or the offering pursuant to the Registration Rights Agreement, they will comply with Regulation M promulgated under the Exchange Act and any other applicable trading rules.

ARTICLE V

Expenses

The parties agree that the Holder will bear all of the expenses and costs reasonably incurred by the REIT (and evidenced by reasonable documentation) in connection with the consummation of the Exchange, including, without limitation, SEC registration fees for the registration of the New Shares issued in the Exchange, the initial NYSE fees for listing the New Shares on the NYSE (but not any portion of the REIT’s annual NYSE fees), fees charged by the Maryland State Department of Assessments and Taxation and other state agency fees relating to the issuance of the New Shares issued in the Exchange, and auditor and legal fees of the REIT related to the Registration Statement; provided, however, that the Holder will not be obligated to pay such sum of $1 million plus such third-party fees or expenses if (i) the REIT fails to use commercially reasonable efforts to cause the New Shares to be issued in the Exchange to be registered for resale pursuant to an effective registration statement under the Securities Act or to be listed for trading on the NYSE, in either case at or promptly after the time of delivery of the New Shares pursuant to the Exchange or (ii) the Holder (or other selling shareholder) incurs liability under applicable securities law in connection with the registration or sale of the New Shares issued in the Exchange (other than any such liability arising solely out of information provided by the Holder (or other selling shareholder) expressly for inclusion in the registration statement covering the New Shares issued in the Exchange). In the event of a conflict between this Article V and Section 4 of the Registration Rights Agreement, Section 4 of the Registration Rights Agreement shall control with respect to costs associated with the Registration Statement. All expenses shall be paid by the Holder upon the later of the date the Registration Statement is declared effective by the SEC and the date on which the New Shares are listed with NYSE, or if incurred thereafter, promptly upon request and delivery of reasonably detailed evidence of such expenses.

ARTICLE VI

Miscellaneous Provisions

Section 6.1 Definitions. As used herein, the following terms have the following meanings:

“Declaration of Trust” means the REIT’s articles of amendment and restatement of declaration of trust filed on April 27, 1998 with the Maryland State Department of Assessments and Taxation, including all subsequent amendments and articles supplementary thereto.

“Business Day” means any day other than a Saturday or Sunday, or a day on which banking institutions in The City of New York are authorized or required by law, regulation or executive order to remain closed.

“Bylaws” means the REIT’s second amended and restated bylaws as of February 15, 2007.

“Exchange Act” means the Securities Exchange Act of 1934, as amended.

“Governmental Entity” means any court, administrative agency or commission or other governmental authority or instrumentality, whether federal, state, local or foreign, and any applicable industry self-regulatory organization.

“Law” means applicable statutes, common laws, rules, regulations, codes, licensing requirements, judgments, injunctions, writs, decrees, licenses, ordinances, authorizations, permits, certificates, easements, variances, exemptions, consents, orders, franchises, approvals, published governmental guidelines, standards or interpretations having the force of law, rules and bylaws, in each case, of or administered by a Governmental Entity.

“Lien” means, with respect to any property or asset, any mortgage, easement, lien, pledge (including any negative pledge), charge, option, right of first or last refusal or offer, security interest, restriction on sale or other encumbrance of any kind in respect of such property or asset.

“NYSE” has the meaning ascribed thereto in Section 1.3.

“Ownership Limit Waiver” has the meaning ascribed thereto in Section 1.2(a).

“Person” or “person” means an individual, corporation, association, partnership, trust, joint venture, business trust or unincorporated organization, or a government or any agency or political subdivision thereof.

“Registration Rights Agreement” has the meaning ascribed thereto in Section 1.2(a).

“Registration Statement” means the registration statement on Form S-3 to be filed by the REIT to register the New Shares with the SEC pursuant to the terms and conditions of the Registration Rights Agreement.

“SEC” means the Securities and Exchange Commission.

“Securities Act” means the Securities Act of 1933, as amended.

“Transaction Documents” means this Agreement, the Registration Rights Agreement and the Ownership Limit Waiver, and all other documents and agreements executed by the REIT in connection with the transactions contemplated hereby.

“Transfer Agent” means the REIT’s transfer agent and registrar, National City Bank.

Section 6.2 Notice. Any notice provided for in this Agreement shall be in writing and be either delivered personally, given via facsimile, mailed first class mail (postage prepaid) with return receipt requested or sent by reputable overnight courier service (charges prepaid) to the address and to the attention of the person set forth in this Agreement or by facsimile. Notices will be deemed to have been given hereunder when delivered personally or by facsimile, three Business Days after deposit in the U.S. mail postage prepaid with return receipt requested and two Business Days after deposit postage prepaid with a reputable overnight courier service for delivery on the next Business Day.

If delivered to the REIT, to:

LaSalle Hotel Properties

3 Bethesda Metro Center

Suite 1200

Bethesda, Maryland 20814

Attn: Chief Financial Officer

Phone: (301) 941-1500

Facsimile: (301) 941-1553

with a copy to:

DLA Piper LLP (US)

4141 Parklake Avenue

Suite 300

Raleigh, North Carolina 27612

Attn: Jeffrey M. Sullivan, Esq.

Phone: (919) 786-2009

Facsimile: (919) 786-2209

If delivered to the Initial Holder, to:

SCG Hotel DLP, L.P.

c/o Starwood Capital Group Global, L.L.C.

591 West Putnam Avenue

Greenwich, Connecticut 06830

Attn: Madison Grose, Esq.

Facsimile: (203) 422-7814

with a copy to:

Davies Ward Phillips & Vineberg LLP

625 Madison Avenue, 12th Floor

New York, New York 10022

Attn: Gerald D. Shepherd, Esq.

Facsimile: (212) 308-0132

Section 6.3 Entire Agreement. This Agreement, the exhibits hereto and any other documents and agreements executed in connection with the exchange embody the entire agreement and understanding of the parties hereto with respect to the subject matter hereof and supersede all prior and contemporaneous oral or written agreements, representations, warranties, contracts, correspondence, conversations, memoranda and understandings between or among the parties or any of their agents, representatives or affiliates relative to such subject matter, including, without limitation, any letter of intent, emails or draft documents.

Section 6.4 Assignment; Binding Agreement. This Agreement and the various rights and obligations arising hereunder shall inure to the benefit of and be binding upon the parties

hereto and their successors and permitted assigns. No party may assign any of its rights or obligations under this Agreement except with the consent of the other party.

Section 6.5 Counterparts. This Agreement may be executed in multiple counterparts, and on separate counterparts, each of which shall be deemed an original, but all of which taken together shall constitute one and the same instrument. Any counterpart or other signature hereupon delivered by facsimile shall be deemed for all purposes as constituting good and valid execution and delivery of this Agreement by such party.

Section 6.6 Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK (WITHOUT REGARD TO THE PRINCIPLES THEREOF GOVERNING CONFLICTS OF LAWS).

Section 6.7

Jurisdiction; Waiver of Jury Trial.

(a) The parties hereto agree that any suit, action or proceeding seeking to enforce any provision of, or based on any matter arising out of or in connection with, this Agreement and the transactions contemplated hereby may be brought in any federal or state court located in the County and State of New York, and each of the parties hereby consents to the jurisdiction of such courts (and of the appropriate appellate courts therefrom) in any such suit, action or proceeding and irrevocably waives, to the fullest extent permitted by law, any objection which it may now or hereafter have to the laying of the venue of any such suit, action or proceeding in any such court or that any such suit, action or proceeding which is brought in any such court has been brought in an inconvenient forum. Process in any such suit, action or proceeding may be served on any party anywhere in the world, whether within or without the jurisdiction of any such court.

(b) EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED HEREBY.

Section 6.8 No Third Party Beneficiaries or Other Rights. Nothing herein shall grant to or create in any person not a party hereto, or any such person’s dependents or heirs, any right to any benefits hereunder, and no such party shall be entitled to sue any party to this Agreement with respect thereto.

Section 6.9 Amendment; Waiver; Consent. This Agreement and its terms may not be changed, amended, waived, terminated, augmented, rescinded or discharged (other than in accordance with its terms), in whole or in part, except by a writing executed by the parties hereto.

Section 6.10

Further Assurances; Confidentiality.

(a) The Holder and the REIT each hereby agree to execute and deliver, or cause to be executed and delivered, such other documents, instruments and agreements, and take such other actions, as either party may reasonably request in connection with the transactions contemplated by this Agreement.

(b) Except as required by law, the parties hereto each will maintain the confidentiality of all of the information received from the other party and use such information only for the purpose contemplated by this Agreement and for no other purpose. If the Exchange is not consummated for any reason, the parties will promptly return to each other all documents and other written information received from the other party and will not retain any copies or summaries thereof.

(c) Each party agrees to consult with the other party prior to any public disclosure relating to the Agreement or the Exchange and will mutually approve the timing, the content and dissemination of any public disclosure except to the extent that such party is not reasonably able to consult in a timely manner with, or obtain the approval of, the other party in situations in which disclosures are required by applicable Law.

Section 6.11 Survival; Severability. The representations, warranties and covenants contained in this Agreement shall survive the Closing. If any one or more of the provisions contained herein, or the application thereof in any circumstance, is held invalid, illegal or unenforceable, the validity, legality and enforceability of any such provision in every other respect and of the remaining provisions contained herein shall not be affected or impaired thereby.

Section 6.12

Tax.

(a) The Holder shall supply to the REIT a completed Form W-9 (or, if applicable, W-8) on or prior to 30 days after the Exchange.

(b) The transactions contemplated by this Agreement are, for the avoidance of doubt, separate and distinct from any dividend distribution by the REIT.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK.]

IN WITNESS WHEREOF, each of the parties hereto has caused this Agreement to be executed as of the date first above written.

THE REIT:

LASALLE HOTEL PROPERTIES

By:

/s/Hans S. Weger

Name:

Hans S. Weger

Title:

Chief Financial Officer, Executive Vice

President, Treasurer and Secretary

THE HOLDER:

SCG HOTEL DLP, L.P.

By:

SCG/DLP Holdings, L.P., general partner

By:

SCG/DLP Holdings, L.L.C., general partner

By: /s/ Robert Geimer

Name: Robert Geimer

Title: Senior Vice President

Signature page — Exchange Agreement

EXHIBIT A

Registration Rights Agreement

(to be attached)

EXHIBIT B

Ownership Limit Waiver

(to be attached)

EXHIBIT C

Form of Share Transfer Agreement

(to be attached)

TRANSFEREE LETTER

This Letter (“Letter”) is dated as of the ___ day of ____________, 2009 and made by _____________________(“Transferee”) in favor of LASALLE HOTEL PROPERTIES, a Maryland real estate investment trust (the “REIT”).

RECITALS

SCG Hotel DLP, L.P., a Delaware limited partnership (“SCG”), desires to have [•] 7.25% Series G Cumulative Redeemable Preferred Shares of Beneficial Interest, par value $0.01 per share (the “Series G Shares”), distributed to Transferee effective as of the date first above written (the “Transfer”).

Capitalized terms used herein and not otherwise defined shall have the meanings ascribed to them in the Exchange Agreement dated as of April 16, 2009 between the REIT and SCG (the “Exchange Agreement”).

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Transferee agrees as follows:

As of the date first above written, Transferee makes the following representations and warranties:

(i)

Upon the Transfer, Transferee shall become subject to, and shall be bound by, the terms and provisions of the Declaration of Trust, including the ownership limitations described in Article VII thereof, as may be amended and restated from time to time in accordance with its terms.

(ii)

The number of Series G Shares received is pro rata in accordance with Transferee’s capital account or direct or indirect interest in SCG, or as otherwise provided in the applicable partnership agreement or other organizational documents.

(iii)

Transferee paid no consideration to SCG for the Series G Shares received.

(iv)

Transferee has had a reasonable opportunity to ask questions of and receive information and answers from a person or persons acting on behalf of the REIT concerning its business and the transactions contemplated by the Exchange Agreement. Transferee has reviewed and is familiar with the Declaration of Trust and the REIT’s public filings with the SEC, including the information contained under “Risk Factors” in the REIT’s annual report on Form 10-K for the year ended December 31, 2008.

(v)

Transferee is acquiring the Series G Shares solely for Transferee’s own account as principal, for investment and not with a view to, or in connection with, any resale or distribution, except as may be permitted under the terms of the Exchange Agreement and the Registration Rights Agreement, and the Series G Shares may

not be transferred or otherwise disposed of by Transferee otherwise than in transactions effected pursuant to a registration statement filed by the REIT or that are exempt from the registration requirements of the Securities Act and all applicable state securities laws, and the REIT may refuse to transfer any Series G Shares as to which evidence of such registration or exemptions of such registration requirements reasonably satisfactory to the REIT is not provided to it (such ability to refuse being in addition to the transfer restrictions contained in the Declaration of Trust), which evidence may include the requirement of legal opinions regarding the exemption from such registration. The evidence of the Series G Shares shall initially bear a legend to the foregoing effect.

(vi)

Transferee is an “accredited investor” within the meaning of Rule 501 of Regulation D under the Securities Act and has sufficient knowledge and experience in financial, tax or business matters to enable Transferee to evaluate the merits and risks of an investment in the Series G Shares. Transferee has the ability to bear the economic risk of acquiring the Series G Shares and holding such shares indefinitely and is able to afford the complete loss of its investment therein.

(vii)

Transferee does not have any material relationship with the REIT or any of its affiliates other than as a result of the ownership of the Series G Shares.

(viii)

Except as communicated to the REIT in writing at the time of the execution of this Letter, Transferee has sole voting and investment power with respect to all Series G Shares to which this Letter relates.

(ix)

Transferee has not entered into any agreements, understandings or arrangements with any underwriters or broker-dealers regarding the sale of the Series G Shares, nor is there any underwriter or coordinating broker-dealer acting in connection with any proposed sale of the Series G Shares. For the avoidance of doubt, there are currently no agreements, arrangements or understandings with respect to the sale of any of the Series G Shares held by Transferee. Transferee is not an underwriter, broker-dealer or an affiliate of an underwriter or broker-dealer.

(x)

All information that Transferee has provided to the REIT concerning itself and its financial position is correct and complete as of the date hereof in all material respects, and if there should be any material change in such information prior to the Transfer, it shall immediately provide such changed information to the REIT.

For so long as the Series G Shares held by Transferee constitute Registrable Securities for purposes of the Registration Rights Agreement dated April 16, 2009 between the REIT and SCG, Transferee undertakes to notify the REIT promptly in writing if the representations made under Paragraph A above cease at any time prior to the disposition by Transferee of its Series G Shares to be true and correct.

Transferee has agreed to execute a counterpart signature page to the Registration Rights Agreement in the form attached hereto as Exhibit A, and to be bound by the terms and conditions of the Registration Rights Agreement.

All notices, requests and other communications to Transferee may be made in writing (including facsimile or similar writing) and may be given to (name and address):

______________________________

Phone: ________________________

Facsimile:_______________________

E-mail: _________________________

Transferee’s social security number or federal tax identification number is: _______________________________

(signatures on following page)

IN WITNESS WHEREOF, this Letter has been duly executed by the undersigned as of the date first above written.

TRANSFEREE

By: ___________________

Name:

EXHIBIT A

SIGNATURE PAGE TO REGISTRATION RIGHTS AGREEMENT

The undersigned, as a holder of Series G Shares, hereby agrees to be bound by all the terms and conditions of the Registration Rights Agreement as if an original signatory thereto. Capitalized terms used herein shall have the meanings ascribed to them in the Registration Rights Agreement.

SERIES G SHAREHOLDER

By:_____________________

Name:

Title:

EX-99.3 4 d76834_ex99-3.htm REGISTRATION RIGHTS AGREEMENT

REGISTRATION RIGHTS AGREEMENT

BY AND BETWEEN

LASALLE HOTEL PROPERTIES

AND

SCG HOTEL DLP, L.P.

TABLE OF CONTENTS

1. Certain Definitions

2. Initial Shelf Registration

3. Registration Procedures

4. Registration Expenses

5. Indemnification

7. Rule 144

8. Miscellaneous

(a) Notices

(b) No Waivers

(c) Successors and Assigns

(d) Governing Law

(e) Jurisdiction

(f) Waiver of Jury Trial

(g) Counterparts; Effectiveness

(h) Entire Agreement

(i) Captions

(j) Severability

(k) Amendments

(l) Equitable Relief

(m) Further Assurances

REGISTRATION RIGHTS AGREEMENT

This REGISTRATION RIGHTS AGREEMENT is made and entered into as of April 16, 2009, between LaSalle Hotel Properties, a Maryland real estate investment trust (the "REIT"), and SCG Hotel DLP, L.P., a Delaware limited partnership ("SCG").

WHEREAS, SCG will be issued 2,348,888 7.25% Series G Cumulative Redeemable Preferred Shares of Beneficial Interest of the REIT, par value $0.01 par value (the “Series G Preferred Shares”) in connection with its exchange of 2,348,888 7.25% Series C Cumulative Redeemable Preferred Shares of Beneficial Interest of the REIT, par value $0.01 per shares (the “Series C Preferred Shares”) pursuant to the terms of the Exchange Agreement (defined below);

WHEREAS, in connection with the issuance of the Series G Preferred Shares, the REIT has agreed to grant to the Holders (as defined below) certain registration rights pursuant to the terms and conditions of this Agreement;

In consideration of the mutual covenants and agreements herein contained and other good and valid consideration, the receipt and sufficiency of which are hereby acknowledged, the parties to this Agreement hereby agree as follows:

1.	Certain Definitions.

In addition to the terms defined elsewhere in this Agreement, the following terms shall have the following meanings:

"Affiliate" of any Person means any other Person that directly, or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control with, such Person. The term "control" (including the terms "controlled by" and "under common control with") as used with respect to any Person means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person, whether through the ownership of voting securities, by contract or otherwise.

"Agreement" means this Registration Rights Agreement, including all amendments, modifications and supplements and any exhibits or schedules to any of the foregoing, and shall refer to this Registration Rights Agreement as the same may be in effect at the time such reference becomes operative.

"Business Day" means any day, other than a Saturday or Sunday, that is neither a legal holiday nor a day on which banking institutions in New York, New York are authorized or required by law, regulation or executive order to close.

"Exchange Act" means the Securities Exchange Act of 1934, as amended.

“Exchange Agreement” means the Exchange Agreement, dated as of April 16, 2009, by and between the REIT and SCG.

"Holder" means any holder of record of Registrable Shares (as defined below) and any transferees of such Registrable Shares from such Holders, provided such transferee agrees in writing to be bound by all of the provisions hereof. For purposes of this Agreement, the REIT may deem and treat the registered holder of Registrable Shares as the Holder and absolute owner thereof, and the REIT shall not be affected by any notice to the contrary.

"Person" means any individual, sole proprietorship, partnership, limited liability company, joint venture, trust, incorporated organization, association, corporation, institution, public benefit corporation, government (whether federal, state, county, city, municipal or otherwise, including, without limitation, any instrumentality, division, agency, body or department thereof) or any other entity.

“Preferred Shares” means the preferred shares of beneficial interest of the REIT, including, without limitation, the Series G Preferred Shares and the Series C Preferred Shares.

"Prospectus" means the prospectus or prospectuses (including, without limitation, any preliminary prospectus, any final prospectus and any prospectus that discloses information previously omitted from a prospectus filed as part of an effective registration statement in reliance upon Rule 430A under the Securities Act) included in any Registration Statement, as amended or supplemented by any prospectus supplement with respect to the terms of the offering of any portion of the Registrable Shares covered by such Registration Statement and by all other amendments and supplements to the prospectus, including post-effective amendments and all material incorporated by reference in such prospectus or prospectuses.

"Registrable Shares" means the Series G Preferred Shares upon original issuance thereof pursuant to the Exchange Agreement and at all times subsequent thereto, including upon the transfer thereof by the original Holder or any subsequent Holder and any securities issued in respect of such securities by reason of or in connection with any exchange for or replacement of such securities or any stock dividend, stock distribution, stock split, purchase in any rights offering or in connection with any combination of shares, recapitalization, merger or consolidation, or any other equity securities issued pursuant to any other pro rata distribution with respect to the Series G Preferred Shares, until, in the case of any such security, the earliest to occur of (i) the date on which it has been registered effectively pursuant to the Securities Act and disposed of in accordance with the Registration Statement relating to it, or (ii) the date on which either it is sold pursuant to Rule 144 (or any successor provision then in force) promulgated by the SEC pursuant to the Securities Act, or is saleable pursuant to Rule 144(or any successor provision then in force) by every Holder without complying with any volume limitation or similar restriction imposed by such Rule 144 (or any successor provision then in force).

"Registration Statement" means any registration statement of the REIT which covers any of the Registrable Shares pursuant to the provisions of this Agreement, including the Prospectus, amendments and supplements to such Registration Statement,

including post-effective amendments, all exhibits and all materials incorporated by reference in such Registration Statement.

"Rule 415" means Rule 415 promulgated by the SEC pursuant to the Securities Act, as such Rule may be amended from time to time, or any similar Rule or regulation hereafter adopted by the SEC as a replacement thereto having substantially the same effect as such rule.

"SEC" means the Securities and Exchange Commission.

"Securities Act" means the Securities Act of 1933, as amended.

"Series C Preferred Shares" means the 7.25% Series C Cumulative Redeemable Preferred Shares of Beneficial Interest, $.01 par value per share (liquidation preference $25 per share) of the REIT.

"Series G Preferred Shares" means those shares of the 7.25% Series G Cumulative Redeemable Preferred Shares of Beneficial Interest, $.01 par value per share (liquidation preference $25 per share) of the REIT issued to SCG pursuant to the Exchange Agreement.

"Shelf Registration Statement" shall have the meaning set forth in Section 2 hereof.

2.	Initial Shelf Registration.

Promptly after the execution and delivery of the Exchange Agreement, the REIT shall file with the SEC a shelf Registration Statement registering the resale (other than by way of an underwritten public offering) by the Holders of the Registrable Shares on an appropriate form for an offering to be made on a continuous basis pursuant to Rule 415 under the Securities Act (the “Shelf Registration Statement”). The REIT shall thereafter use its commercially reasonable efforts to cause the Shelf Registration Statement to become effective with the SEC and to keep the Shelf Registration Statement effective until the Registrable Shares covered thereby are no longer deemed to be Registrable Shares.

3.	Registration Procedures.

In connection with the Shelf Registration Statement under Section 2, the REIT shall use its commercially reasonable efforts to effect the registration and the sale of such Registrable Shares in accordance with the intended methods of disposition thereof (it being understood and agreed that the intended methods of disposition may not include an underwritten public offering), and pursuant thereto, the REIT shall as expeditiously as possible:

(a) prepare and file with the SEC a Registration Statement with respect to such Registrable Shares and use its commercially reasonable efforts to cause such Registration Statement to become effective as soon as practicable thereafter; and, if

requested by the Holders of Registrable Shares before filing a Registration Statement or Prospectus or any amendments or supplements thereto, furnish to the Holders of Registrable Shares covered by such Registration Statement copies of all such documents proposed to be filed, including documents incorporated by reference in the Prospectus and the exhibits incorporated by reference, and such Holders shall have the opportunity to object to any information pertaining to such Holders that is contained therein and the REIT will make the corrections reasonably requested by such Holders with respect to such information prior to filing any Registration Statement or amendment thereto or any Prospectus or any supplement thereto;

(b) prepare and file with the SEC such amendments and supplements to such Registration Statement and the Prospectus used in connection therewith as may be necessary to keep such Registration Statement effective for the required period described in Section 2 above, and comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such Registration Statement during such period in accordance with the intended methods of disposition (other than through an underwritten offering) by the Holders thereof set forth in such Registration Statement;

(c) furnish to each Holder of Registrable Shares such number of copies of such Registration Statement, each amendment and supplement thereto, the Prospectus included in such Registration Statement (including each preliminary Prospectus) and such other documents as such Holder may reasonably request in order to facilitate the disposition of the Registrable Shares owned by such Holder;

(d) use its commercially reasonable efforts to register or qualify such Registrable Shares under such other securities or blue sky laws of such jurisdictions in the United States where an exemption does not apply as any Holder reasonably requests and do any and all other acts and things which may be reasonably necessary or advisable to enable such Holder to consummate the disposition in such jurisdictions of the Registrable Shares owned by such Holder (provided, that the REIT will not be required to (i) qualify generally to do business in any jurisdiction where it would not otherwise be required to qualify but for this subparagraph (d), (ii) subject itself to taxation in any such jurisdiction or (iii) consent to general service of process in any such jurisdiction);

(e) notify each Holder of such Registrable Shares, at any time when a Prospectus relating thereto is required to be delivered under the Securities Act, of the occurrence of any event as a result of which the Prospectus included in such Registration Statement contains an untrue statement of a material fact or omits any fact necessary to make the statements therein not misleading, and the REIT shall prepare a supplement or amendment to such Prospectus (including a post-effective amendment, if necessary) so that, as thereafter delivered to the purchasers of such Registrable Shares, such Prospectus shall not contain an untrue statement of a material fact or omit to state any material fact necessary to make the statements therein in light of the circumstances under which they were made, not misleading;

(f) to use its commercially reasonable efforts to cause all such Registrable Shares to be listed on the primary securities exchange on which securities of the same class issued by the REIT may then be listed;

(g) provide a CUSIP number, a transfer agent and registrar for all such Registrable Shares not later than the effective date of such Registration Statement;

(h) cooperate with the selling Holders of the Registrable Shares to facilitate the timely preparation and delivery of certificates not bearing any restrictive legends representing the Registrable Shares upon sale pursuant to the Shelf Registration Statement, and cause such Registrable Shares to be issued in such denominations and registered in such names in accordance with the instructions of the selling Holders of the Registrable Shares;

(i) make generally available to its shareholders a consolidated earnings statement (which need not be audited) for the 12 months beginning within 3 months after the effective date of a Registration Statement as soon as reasonably practicable after the end of such period, which earnings statement shall satisfy the requirements of an earning statement under Section 11(a) of the Securities Act;

(j) promptly notify (and if so requested, in the case of an event described in clause (ii), (iii) and (iv) below, provide copies of correspondence with the SEC or other regulatory agency relating thereto to) each Holder of Registrable Shares:

(i)

when the Registration Statement, any pre-effective amendment, the Prospectus or any Prospectus supplement or post-effective amendment to the Registration Statement has been filed and, with respect to the Registration Statement or any post-effective amendment, when the same has become effective;

(ii)

of any written request by the SEC for amendments or supplements to the Registration Statement or Prospectus;

(iii)

of the notification to the REIT by the SEC of its initiation of any proceeding with respect to the issuance by the SEC of any stop order suspending the effectiveness of the Registration Statement and take all reasonable actions required to remove any such stop order as soon as reasonably practicable; and

(iv)

of the receipt by the REIT of any notification with respect to the suspension of the qualification of any Registrable Shares for sale under the applicable securities or blue sky laws of any jurisdiction.

The REIT may require each Holder of Registrable Shares as to which any Registration Statement is being effected to furnish to the REIT such information regarding such Holder and the distribution of such securities as the REIT may from time to time reasonably request in writing.

Each Holder of Registrable Shares agrees by having its Series G Preferred Shares treated as Registrable Shares hereunder that, upon notice by the REIT of the happening of any event as a result of which the Prospectus included in such Registration Statement contains an untrue statement of a material fact or omits any material fact necessary to make the statements therein not misleading (a "Suspension Notice"), such Holder will forthwith discontinue disposition of Registrable Shares until such Holder is advised in writing by the REIT that the use of the Prospectus may be resumed and is furnished with a supplemented or amended Prospectus as contemplated by Section 3(e)hereof, and, if so directed by the REIT, such Holder will deliver to the REIT (at the REIT's expense, unless the untrue statement or omission was made in reliance upon and in conformity with information relating to a Holder or the distribution of the Registrable Shares furnished in writing to the REIT by a Holder or on a Holder’s behalf expressly for use in the Registration Statement or the Prospectus) all copies, other than permanent file copies then in such seller’s possession, of the Prospectus covering such Registrable Shares current at the time of receipt of such notice; provided, however, that such postponement of sales of Registrable Shares by the Holders shall not exceed one hundred eighty (180) days in the aggregate in any one year. If the REIT shall give any notice to suspend the disposition of Registrable Shares pursuant to a Prospectus, the REIT shall extend the period of time during which the REIT is required to maintain the Registration Statement effective pursuant to this Agreement by the number of days during the period from and including the date of the giving of such notice to and including the date such Holder either is advised by the REIT that the use of the Prospectus may be resumed or receives the copies of the supplemented or amended Prospectus contemplated by Section 3(e). Each Holder agrees to maintain at all times as confidential information the existence and contents of each Suspension Notice.

4.	Registration Expenses.

(a) All reasonable third-party expenses incident to the REIT's performance of or compliance with this Agreement, including all registration and filing fees, fees and expenses of compliance with securities or blue sky laws, listing application fees (but not annual listing fees) and expenses, printing expenses, transfer agent's and registrar's fees, cost of distributing Prospectuses in preliminary and final form as well as any supplements thereto, and fees and disbursements of counsel for the REIT and fees and expenses for all independent certified public accountants and other Persons retained by the REIT (all such expenses being herein called "Registration Expenses") incurred in connection with the Shelf Registration Statement and evidenced by reasonably detailed documentation, but excluding the REIT’s indemnification obligations pursuant to Section 5, shall be borne SCG. Notwithstanding the foregoing, SCG shall not be obligated to pay such third-party fees or expenses if (i) the REIT fails to use commercially reasonable efforts to cause the Series G Preferred Shares to be registered for resale pursuant to an effective registration statement under the Securities Act or to be listed for trading on The New York Stock Exchange (the “NYSE”), in either case at or promptly after the time of delivery of the Series G Preferred Shares or (ii) the Holder (or other selling shareholder) incurs liability under applicable securities law in connection with the registration or sale of the Series G Preferred Shares (other than any such liability arising solely out of information provided

by the Holder (or other selling shareholder) expressly for inclusion in the registration statement covering the Series G Preferred Shares).

(b) In addition, in connection with the registration initiated hereunder, the Holders of Registrable Shares covered by such registration or sale shall be responsible for the payment of any brokerage and sales commissions, fees and disbursements of Holders’ counsel, out-of-pocket expenses of the Holders (or the agents who manage their accounts) and any transfer taxes relating to the sale or disposition of the Registrable Shares by the Holders.

(c) Notwithstanding the foregoing, the Registration Expenses for any withdrawn Registration Statement or for any voluntarily withdrawn supplements or amendments to a Registration Statement or Prospectus resulting from any untrue statement or omission or alleged untrue statement or omission made therein (except any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with information relating to a Holder, the Registrable Shares or the distribution of the Registrable Shares furnished in writing to the REIT by a Holder or on a Holder’s behalf expressly for use in the Registration Statement or the Prospectus) shall be borne by the REIT.

(d) All Registration Expenses shall be paid by SCG upon the later of the date the Registration Statement is declared effective by the SEC and the date on which the Series G Preferred Shares are listed for trading on the NYSE, or if incurred thereafter, promptly upon request and delivery of reasonably detailed evidence of such expenses.

5.	Indemnification.

(a) The REIT shall indemnify, to the fullest extent permitted by law, each Holder, its officers, directors and Affiliates and each Person who controls such Holder (within the meaning of the Securities Act) against (i) all losses, claims, damages, liabilities and expenses arising out of or based upon any untrue or alleged untrue statement of material fact contained in any Registration Statement, Prospectus or any amendment thereof or supplement thereto or any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading or any violation or alleged violation by the REIT of the Securities Act, the Exchange Act or applicable "blue sky" laws, (ii) any and all loss, liability, claim, damage and expense whatsoever, as incurred, to the extent of the aggregate amount paid in settlement of any litigation, or investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, if such settlement is effected with the written consent of the REIT (which shall not be unreasonably withheld or delayed); and (iii) any and all expense whatsoever, as incurred (including reasonable fees and disbursements of counsel), reasonably incurred in investigating, preparing or defending against any litigation, or investigation or proceeding by any governmental agency or body, commenced or threatened, in each case whether or not a party, or any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, to the extent that any such expense is

not paid under subparagraph (i) or (ii) above; provided however, that the indemnity provided pursuant to this Section 5(a) does not apply to any Holder with respect to any loss, liability, claim, damage or expense arising out of (i) any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with information relating to such Holder, the Registrable Shares or the distribution of the Registrable Shares furnished in writing to the REIT by such Holder or on such Holder’s behalf expressly for use in the Registration Statement or the Prospectus (it being expressly understood and agreed that the Holders shall not be deemed to have provided any description of the attributes of the Registrable Shares), or (ii) such Holder's failure to deliver to such Holder's immediate purchaser a copy of the Registration Statement or Prospectus or any amendments or supplements thereto (if the same was required by applicable law to be so delivered) after the REIT has furnished such Holder with a sufficient number of copies of the same.

(b) In connection with any Registration Statement in which a Holder of Registrable Shares is participating, each such Holder shall furnish to the REIT in writing such information as the REIT reasonably requests for use in connection with any such Registration Statement or Prospectus and, shall indemnify, to the fullest extent permitted by law, the REIT, its officers, directors, Affiliates, and each Person who controls the REIT (within the meaning of the Securities Act) against (i) all losses, claims, damages, liabilities and expenses arising out of or based upon any untrue or alleged untrue statement of material fact contained in the Registration Statement, Prospectus or preliminary Prospectus or any amendment thereof or supplement thereto or any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading; (ii) any and all loss, liability, claim, damage and expense whatsoever, as incurred, to the extent of the aggregate amount paid in settlement of any litigation, or investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, if such settlement is effected with the written consent of the Holder (which shall not be unreasonably withheld or delayed); and (iii) any and all expense whatsoever, as incurred (including reasonable fees and disbursements of counsel), reasonably incurred in investigating, preparing or defending against any litigation, or investigation or proceeding by any governmental agency or body, commenced or threatened, in each case whether or not a party, or any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, to the extent that any such expense is not paid under subparagraph (i) or (ii) above; provided however, that the indemnity provided pursuant to this Section 5(b) shall only apply to any Holder with respect to any loss, liability, claim, damage or expense to the extent arising out of (i) any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with information relating to such Holder, the Registrable Shares or the distribution of the Registrable Shares furnished in writing to the REIT by such Holder or on such Holder’s behalf expressly for use in the Registration Statement or the Prospectus (it being expressly understood and agreed that the Holders shall not be deemed to have provided any description of the attributes of the Registrable Shares) or (ii) such Holder's failure to deliver to such Holder's immediate purchaser a copy of the Registration Statement or Prospectus or any amendments or supplements thereto (if the same was

required by applicable law to be so delivered) after the REIT has furnished such Holder with a sufficient number of copies of the same. In no event shall the liability of any selling Holder be greater in amount than the amount of net proceeds received by such Holder upon the sale of Registrable Shares.

(c) Any Person entitled to indemnification hereunder shall (i) give prompt written notice to the indemnifying party of any claim with respect to which it seeks indemnification and (ii) unless in such indemnified party's reasonable judgment a conflict of interest between such indemnified and indemnifying parties may exist with respect to such claim, permit such indemnifying party to assume the defense of such claim with counsel reasonably satisfactory to the indemnified party. If such defense is assumed, the indemnifying party shall not be subject to any liability for any settlement made by the indemnified party without its consent (but such consent will not be unreasonably withheld). An indemnifying party who is not entitled to, or elects not to, assume the defense of a claim shall not be obligated to pay the fees and expenses of more than one counsel for all parties indemnified by such indemnifying party with respect to such claim, unless in the reasonable judgment of any indemnified party there may be one or more legal or equitable defenses available to such indemnified party which are in addition to or may conflict with those available to another indemnified party with respect to such claim. Failure to give prompt written notice shall not release the indemnifying party from its obligations hereunder.

(d) The indemnification provided for under this Agreement shall remain in full force and effect regardless of any investigation made by or on behalf of the indemnified party or any officer, director or controlling Person of such indemnified party and shall survive the transfer of securities.

(e) If the indemnification provided for in or pursuant to this Section 5 is due in accordance with the terms hereof, but is held by a court to be unavailable or unenforceable in respect of any losses, claims, damages, liabilities or expenses referred to herein, then each applicable indemnifying party, in lieu of indemnifying such indemnified party, shall contribute to the amount paid or payable by such indemnified Person as a result of such losses, claims, damages, liabilities or expenses in such proportion as is appropriate to reflect the relative fault of the indemnifying party on the one hand and of the indemnified party on the other in connection with the statements or omissions which result in such losses, claims, damages, liabilities or expenses as well as any other relevant equitable considerations. The relative fault of the indemnifying party on the one hand and of the indemnified Person on the other shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the indemnifying party or by the indemnified party, and by such party's relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. In no event shall the liability of any selling Holder be greater in amount than the amount of net proceeds received by such Holder upon such sale or the amount for which such indemnifying party would have been obligated to pay by way of indemnification if the indemnification provided for under Section 5(a) or 5(b) hereof had been available under the circumstances.

6.	Rule 144.

The REIT covenants that, so long as there are Registrable Shares, it will use its commercially reasonable efforts to file the reports required to be filed by it under the Securities Act and the Exchange Act and the rules and regulations adopted by the SEC thereunder. Upon the request of any Holder, the REIT will deliver to such Holder a written statement as to whether it has complied with such information and requirements.

7.	Miscellaneous.

(a) Notices. All notices, requests and other communications to any party hereunder shall be in writing (including facsimile or similar writing) and shall be given,

If to the REIT:

LaSalle Hotel Properties

3 Bethesda Metro Center

Suite 1200

Bethesda, MD 20814

Attn: Chief Financial Officer

with a copy to:

DLA Piper LLP (US)

4141 Parklake Avenue, Suite 300

Raleigh, North Carolina 27612

Attention: Jeffrey M. Sullivan, Esq.

Facsimile No. (919) 786-2200

If to the Initial Holder:

SCG Hotel DLP, L.P.

c/o Starwood Capital Group Global, L.L.C.

591 West Putnam Avenue

Greenwich, CT 06830

Attention: Madison Grose, Esq.

Facsimile No. (203) 422-7814

with a copy to:

Davies Ward Phillips & Vineberg LLP

625 Madison Avenue, 12^th Floor

New York, NY 10022

Attention: Gerald D. Shepherd, Esq.

Facsimile No. (212) 308-0132

or such other address or facsimile number as such party (or transferee) may hereafter specify for the purpose by notice to the other parties. Each such notice, request or other

communication shall be effective (a) if given by facsimile, when such facsimile is transmitted to the facsimile number specified in this Section and the appropriate facsimile confirmation is received or (b) if given by any other means, when delivered at the address specified in this Section.

(b) No Waivers. No failure or delay by any party in exercising any right, power or privilege hereunder shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power or privilege. The rights and remedies herein provided shall be cumulative and not exclusive of any rights or remedies provided by law.

(c) Successors and Assigns. The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto, their respective permitted successors and assigns and to transferees of Registrable Shares who agree in writing to be bound by all of the provisions hereof.

(d) Governing Law. This Agreement shall be construed in accordance with and governed by the law of the State of New York, without regard to principles of conflicts of law.

(e) Jurisdiction. Any suit, action or proceeding seeking to enforce any provision of, or based on any matter arising out of or in connection with, this Agreement or the transactions contemplated hereby may be brought in any federal or state court located in the County and State of New York, and each of the parties hereby consents to the jurisdiction of such courts (and of the appropriate appellate courts therefrom) in any such suit, action or proceeding and irrevocably waives, to the fullest extent permitted by law, any objection which it may now or hereafter have to the laying of the venue of any such suit, action or proceeding in any such court or that any such suit, action or proceeding which is brought in any such court has been brought in an inconvenient forum. Process in any such suit, action or proceeding may be served on any party anywhere in the world, whether within or without the jurisdiction of any such court. Without limiting the foregoing, each party agrees that service of process on such party as provided in Section 8(a) shall be deemed effective service of process on such party.

(f)

Waiver of Jury Trial.

EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

(g) Counterparts; Effectiveness. This Agreement may be signed in any number of counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument.

(h) Entire Agreement. This Agreement constitutes the entire agreement between the parties with respect to the subject matter of this Agreement and supersedes all prior agreements and understandings, both oral and written, between the parties with

respect to the transactions contemplated herein. No provision of this Agreement or any other agreement contemplated hereby is intended to confer on any Person other than the parties hereto any rights or remedies.

(i) Captions. The captions herein are included for convenience of reference only and shall be ignored in the construction or interpretation hereof.

(j) Severability. If any term, provision, covenant or restriction of this Agreement is held by a court of competent jurisdiction or other authority to be invalid, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions of this Agreement shall remain in full force and effect and shall in no way be affected, impaired or invalidated so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner materially adverse to any party. Upon such a determination, the parties shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in an acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the fullest extent possible.

(k) Amendments. The provisions of this Agreement, including the provisions of this sentence, may not be amended, modified or supplemented, and waivers or consents to departures from the provisions hereof may not be given without the prior written consent of the REIT and the holders of a majority of the Registrable Shares (as constituted on the date hereof).

(l) Equitable Relief. The parties hereto agree that legal remedies may be inadequate to enforce the provisions of this Agreement and that equitable relief, including specific performance and injunctive relief, may be used to enforce the provisions of this Agreement.

(m) Further Assurances. Each party hereto shall do or cause to be done all such further acts and shall execute and deliver all such other agreements, certificates, instruments and documents as any other party hereto reasonably may request in order to carry out the intent and purposes of this Agreement and the consummation of the transactions contemplated hereby.

[Execution Page Follows]

IN WITNESS WHEREOF, this Registration Rights Agreement has been duly executed by each of the parties hereto as of the date first written above.

LASALLE HOTEL PROPERTIES

By:	/s/ Hans S. Weger

Name: Hans S. Weger

Title:

Chief Financial Officer, Executive Vice President,

Treasurer and Secretary

SCG HOTEL DLP, L.P.

By:	SCG/DLP Holdings, L.P., general partner

By:

SCG/DLP Holdings, L.L.C., general partner

By: /s/ Robert Geimer

Name: Robert Geimer

Title: Senior Vice President

Signature page — Registration Rights Agreement

EX-99.4 5 d76834_ex99-4.htm OWNERSHIP LIMIT WAIVER AGREEMENT

Ownership Limit Waiver

The Board of Trustees of LaSalle Hotel Properties, a real estate investment trust for federal income tax purposes (the "Company"), has the authority to grant an exemption from the Ownership Limit (as defined in Section 7.1 of the Articles of Amendment and Restatement of Declaration of Trust of the Company (the "Declaration") applicable to holders of common shares of beneficial interest in the Company, $0.01 par value per share (the "Common Shares") and/or preferred shares of beneficial interest in the Company, $0.01 par value per share (the "Preferred Shares" and together with the Common Shares, the "Shares"), provided that certain conditions are met. Capitalized terms used but not otherwise defined in this Ownership Limit Waiver have the meanings ascribed to such terms in the Declaration.

SCG Hotel DLP, L.P. (the "Holder") has requested that the Board of Trustees of the Company grant the Holder an exemption from clause (ii) of the Ownership Limit in connection with the Holder's acquisition of the Company's 7.25% series G cumulative redeemable Preferred Shares (liquidation preference $25 per share) (the "Series G Shares").

3.	Based on the terms and conditions set forth herein, the Board of Trustees has approved and granted an exemption from clause (ii) of the Ownership Limit for the Holder so that the Holder may Beneficially Own and Constructively Own up to 2,348,888 of the Series G Shares.

4.	The Holder represents and warrants to the Company:

The Holder is not an "individual" within the meaning of Section 542(a)(2) of the Internal Revenue Code of 1986, as amended (the "Code").

Neither the Holder nor any Person owning a direct or indirect interest in the Holder Beneficially Owns or Constructively Owns more than 9.8% (in number or value, whichever is more restrictive) of the outstanding Shares.

Neither the Holder, nor any Person owning a direct or indirect interest in the Holder, owns, actually or constructively, an interest in any tenant of the Company (or a tenant of an entity owned or controlled by the Company) that would cause the Company to own, actually or constructively, more than a 9.8% ownership interest (as set forth in Section 856(d)(2)(B) of the Code) in such tenant unless such tenant is a taxable REIT subsidiary (as defined in Section 856(1) of the Code) of the Company.

So long as the Holder Beneficially Owns or Constructively Owns 9.8% or more (in number or value, whichever is more restrictive) of the outstanding Series G Shares, the Holder agrees to notify the Board of Trustees of the Company in writing within ten (10) business days of any acquisition of Shares (or units in the LaSalle Hotel Operating Partnership, L.P. redeemable for Shares) that could result in the Percentage Ownership (as defined below) of the Holder increasing by more than 1%. For purposes of this Ownership Limit Waiver, the term "Percentage

Ownership" means the total value of the outstanding Shares Beneficially Owned or Constructively Owned by the Holder, divided by the total value of the outstanding Shares of the Company.

The Holder acknowledges that the Board of Trustees of the Company is relying on the truth and accuracy of the representations, warranties and agreements of the Holder in this Ownership Limit Waiver in granting the exemption from the Ownership Limit to the Holder and that such exemption will be void and ineffective if any of the representations and warranties is not true and accurate or any of the agreements is violated.

The Holder further acknowledges that if such exemption is void and ineffective, Shares deemed to be Beneficially Owned or Constructively Owned by the Holder in excess of the Ownership Limit will be subject to the provisions of Section 7.2 of the Declaration, which provide that Shares held in excess of the Ownership Limit shall be deemed transferred to a Charitable Trust as of the close of business on the business day prior to the date of the purported transfer or other event resulting in a shareholder's ownership of Shares exceeding the Ownership Limit.

The exemption provided in this Ownership Limit Waiver is subject to the following conditions: (i) neither the Holder nor any Person owning a direct or indirect interest in the Holder may Beneficially Own or Constructively Own greater than 9.8% (in number or value, whichever is more restrictive) of the Shares; (ii) the exemption applies only to the Holder and only to the Series G Shares held by the Holder and does not apply to any "individual" within the meaning of Section 542(a)(2) of the Code; and (iii) the exemption will be revoked and rescinded if and to the extent that the number or value (whichever is greater) of Shares Beneficially Owned or Constructively Owned by any "individual" within the meaning of Section 542(a)(2) of the Code who Beneficially Owns or Constructively Owns any Shares as a result of the Holder's ownership of Shares exceeds the Ownership Limit; provided, however, that the Company will, prior to the application of paragraph 6 herein, reasonably consider a request to waive any of these conditions if doing so would not jeopardize the Company's status as a real estate investment trust for federal income tax purposes, including under Section 856(h) of the Code.

Notwithstanding anything herein to the contrary, the Company reserves its right to increase the exemption granted herein in the sole and absolute discretion of the Board of Trustees, and the Holder shall be deemed to have made a request for any such increase, all subject to the provisions of Section 7.2.7 of the Declaration.

9.	The Company will reasonably consider a request to grant a similar exemption from the Ownership Limit to a Person acquiring the Series G Shares from the Holder.

10.	This Ownership Limit Waiver shall become effective upon the acceptance of the terms and conditions hereof by the Holder and shall not be revoked except as provided herein.

(signature page follows)

IN WITNESS WHEREOF, the undersigned have executed this Ownership Limit Waiver as of April 16th, 2009.

	LASALLE HOTEL PROPERTIES By: /s/ Hans S. Weger Hans S. Weger, Chief Financial Officer and Executive Vice President 3 Bethesda Metro Center, Suite 1200 Bethesda, Maryland 20814


	SCG HOTEL DLP, L.P. By: SCG/DLP Holdings, L.P., sole General Partner By: SCG/DLP Holdings, L.L.C., sole General Partner By: /s/ Robert Geimer Name:Robert Geimer Title: Senior Vice President Address: 591 West Putnam Avenue Greenwich, Connecticut 06830