**Exhibit 10.3**

Second Amendment to the 

Amended and Restated Agreement 

of Limited Partnership 

of 

LaSalle Hotel Operating Partnership, L.P. 

This Amendment is made as of September 30, 2003 by and among LaSalle Hotel Properties, a Maryland real estate investment trust, as the general partner (the “Trust” or the “General Partner”) of LaSalle HotelOperating Partnership, L.P., a Delaware limited partnership (the “Partnership”), and as attorney-in-fact for the Persons named on Exhibit A to the Agreement of Limited Partnership of LaSalle Hotel Operating Partnership, L.P., dated as ofApril 29, 1998 (the “Partnership Agreement”) for the purpose of amending the Partnership Agreement. Capitalized terms used herein and not defined shall have the meanings given to them in the Partnership Agreement. 

WHEREAS, the Board of Trustees of the Trust (the “Board”), adopted certain resolutions by unanimous written consent September 16, 2003,and the Pricing Committee adopted certain resolutions on September 23, 2003, classifying and designating 1,200,000 Preferred Shares (as defined in the Articles of Amendment and Restatement of Declaration of Trust of the Trust (the“Declaration of Trust”)) as Series B Preferred Shares (as defined below); 

WHEREAS, the Trust filed Articles Supplementary to theDeclaration of Trust (the “Articles Supplementary”) with the State Department of Assessments and Taxation of Maryland on September 26, 2003, establishing a series of preferred shares, designated Series B Preferred Shares; 

WHEREAS, on September 30, 2003, the Trust issued 1,000,000 Series B Preferred Shares; 

WHEREAS, the General Partner has determined that, in connection with the issuance of the Series B Preferred Shares, it is necessary and desirable toamend the Partnership Agreement to create additional Partnership Units having designations, preferences and other rights which are substantially the same as the economic rights of the Series B Preferred Shares. 

 

1 

NOW, THEREFORE, in consideration of the premises and for other good and valuable consideration, thereceipt and sufficiency of which hereby are acknowledged, the General Partner hereby amends the Partnership Agreement as follows: 

1.Article 1 of the Partnership Agreement is hereby amended by adding the following definitions: 

“Series B Preferred Shares” meansthe 8.375% Series B Cumulative Redeemable Preferred Shares of Beneficial Interest, $.01 par value per share (Liquidation Preference $25 per share) of the Trust, with the preferences, liquidation and other rights, voting powers, restrictions,limitations as to distributions, qualifications and terms and conditions of redemption of shares as described in the Articles Supplementary; and 

“Series B Preferred Units” means the series of Partnership Units representing units of Limited Partnership Interest designated as the 8.375% Series B Cumulative Redeemable Preferred Units (Liquidation Preference $25 per share),with the preferences, liquidation and other rights, voting powers, restrictions, limitations as to distributions, qualifications and terms and conditions of redemption of units as described herein. 

2. In accordance with Section 4.2.A of the Partnership Agreement, set forth below are the terms and conditions of the Series B Preferred Unitshereby established and issued to the Trust in consideration of the Trust’s contribution to the Partnership of the net proceeds from the issuance and sale of the Series B Preferred Shares by the Trust: 

A. Designation and Number. A series of Partnership Units, designated as Series B Preferred Units, is hereby established. The number of Series BPreferred Units shall be 1,200,000. 

B. Rank. The Series B Preferred Units will, with respect to distribution rights and rights uponliquidation, dissolution or winding up of the Partnership, rank (a) senior to the Class A Units, Class B Units and to all Partnership Interests the terms of which specifically provide that such Partnership Interests shall rank junior tosuch Series B Preferred Units; (b) on a parity with all Partnership Interests issued by the Partnership, other than those Partnership Interests referred to in clauses (a) and (c); and (c) junior to all Partnership Interests issued bythe Partnership the terms of which specifically provide that such Partnership Interests shall rank senior to the Series B Preferred Units. 

C. Distributions.

(i) Pursuant to Section 5.1 of the Partnership Agreement, holders of Series B Preferred Units shallbe entitled to receive, out of Available Cash, cumulative preferential cash distributions at the rate of eight and three-eighths percent (8.375%) per annum of the twenty-five dollars ($25.00) per share liquidation preference of the Series BPreferred Units (equivalent to a fixed annual amount of $2.09375 per unit). Distributions on the Series B Preferred Units shall accumulate on a daily basis and be cumulative from (but excluding) September 30, 2003 and be payable quarterly inequal amounts in arrears on the fifteenth day of January, April, July, and October of each year, beginning on January 15, 2003 or, if not a Business Day, the next succeeding Business Day, or such other day as the General Partner may determine(each, a “Series B Preferred Unit Distribution Payment Date”). Any distribution (including the initial distribution) payable on the Series B Preferred Units for any partial distribution period shall be prorated and computed on the basis ofa 360-day year consisting of twelve 30-day months. 

 

2 

(ii) No distribution on the Series B Preferred Units shall be authorized by the Board or paid or setapart for payment by the Partnership at such time as the terms and provisions of any agreement of the Partnership, including any agreement relating to its indebtedness, prohibits such authorization, payment or setting apart for payment or providesthat such authorization, payment or setting apart for payment would constitute a breach thereof, or a default thereunder, or if such authorization or payment shall be restricted or prohibited by law. 

(iii) Notwithstanding anything to the contrary contained herein, distributions with respect to the Series B Preferred Units shall accumulate whether ornot the restrictions referred to in Subsection 2.C.(ii) exist, whether or not the Partnership has earnings, whether or not there is sufficient Available Cash for the payment thereof and whether or not such distributions are authorized. Accumulatedbut unpaid distributions on the Series B Preferred Units will accumulate as of the Series B Preferred Unit Distribution Payment Date on which they first become payable or on the date of redemption as the case may be. 

(iv) If any Series B Preferred Units are outstanding, no full distributions will be authorized or paid or set apart for payment on any PartnershipInterests of the Partnership of any other class or series ranking, as to distributions, on a parity with or junior to the Series B Preferred Units unless full cumulative distributions have been or contemporaneously are authorized and paid orauthorized and a sum sufficient for the payment thereof set apart for such payment on the Series B Preferred Units for all past distribution periods and the then current distribution period. When distributions are not paid in full (or a sumsufficient for such full payment is not so set apart) upon the Series B Preferred Units and all other Partnership Interests ranking on a parity, as to distributions, with the Series B Preferred Units, all distributions authorized, paid or set apartfor payment upon the Series B Preferred Units and all other units ranking on a parity, as to distributions, with the Series B Preferred Units shall be authorized and paid pro rata or authorized and set apart for payment pro rata so that the amountof distributions authorized per Series B Preferred Unit and each such other Partnership Interest shall in all cases bear to each other the same ratio that accumulated distributions per Series B Preferred Unit and other Partnership Interest (whichshall not include any accumulation in respect of unpaid distributions for prior distribution periods if such Partnership Interests do not have a cumulative distribution) bear to each other. No interest, or sum of money in lieu of interest, shall bepayable in respect of any distribution payment or payments on Series B Preferred Units which may be in arrears. 

(v) Except as provided insubsection 2.C.(iv), unless full cumulative distributions on the Series B Preferred Units have been or contemporaneously are authorized and paid or authorized and a sum sufficient for the payment thereof is set apart for payment for all pastdistribution periods and the then current distribution period, no distributions (other than in Partnership Interests ranking junior to the Series B Preferred Units as to distributions and upon liquidation) shall be authorized or paid or set asidefor payment nor shall any other distribution be authorized or made upon the Class A Units, Class B Units, or any other Partnership Interests ranking junior to or on a parity with the Series B Preferred Units as to distributions or uponliquidation, nor shall any Class A Units, Class B Units, or any other Partnership Interests ranking junior to or on a parity with the Series B Preferred Units as to distributions or upon liquidation be redeemed, purchased or otherwise acquireddirectly or indirectly for any consideration (or any monies be paid to or made available for a sinking fund for the redemption of any such Partnership Interests) by the Partnership (except by conversion into or exchange for other Partnership

 

3 

Interests ranking junior to the Series B Preferred Units as to distributions and upon liquidation, dissolution or windingup of the affairs of the Partnership or by redemption, purchase or acquisition of Partnership Interests under incentive, benefit or unit purchase plans of the Partnership for Employees of the General Partner, the Partnership, Subsidiaries of thePartnership or any Affiliate of any of them.) 

(vi) Holders of Series B Preferred Units shall not be entitled to any distribution, whetherpayable in cash, property or Partnership Interests, in excess of full cumulative distributions on the Series B Preferred Units as described above. Any distribution payment made on the Series B Preferred Units shall first be credited against theearliest accumulated but unpaid distribution due with respect to such units which remains payable. 

D. Allocations.

Allocations of the Partnership’s items of income, gain, loss and deduction shall be allocated among holders of Series B Preferred Units in accordancewith Article VI of the Partnership Agreement. 

E. Liquidation Preference.

(i) In the event of any voluntary or involuntary liquidation**,**dissolution or winding up of the affairs of the Partnership, the holders of theSeries B Preferred Units shall be entitled to receive out of the assets of the Partnership legally available for distribution to the Partners pursuant to Section 13.2.A of the Partnership Agreement a liquidation preference in cash of $25.00 perSeries B Preferred Unit, plus an amount equal to all accumulated and unpaid distributions to the date of payment, before any distribution of assets is made to holders of Class A Units, Class B Units or any other Partnership Interests that rankjunior to the Series B Preferred Units as to liquidation rights. 

(ii) If upon any such voluntary or involuntary liquidation, dissolutionor winding up of the affairs of the Partnership, the assets of the Partnership are insufficient to make such full payment to holders of the Series B Preferred Units and the corresponding amounts payable on all other Partnership Interests ranking ona parity with the Series B Preferred Units in the distribution of assets, then the holders of the Series B Preferred Units and other such Partnership Interests shall share ratably in any such distribution of assets in proportion to the fullliquidating distributions to which they would otherwise be respectively entitled. 

(iii) After payment of the full amount of theliquidating distributions to which they are entitled, the holders of Series B Preferred Units shall have no right or claim to any of the remaining assets of the Partnership. 

(iv) None of a consolidation or merger of the Partnership with or into another entity, a merger of another entity with or into the Partnership or a sale,lease or conveyance of all or substantially all of the Partnership’s property or business shall be considered a liquidation, dissolution or winding up of the affairs of the Partnership. 

 

4 

F. Redemption.

In connection with redemption by the Trust of any of its Series B Preferred Shares in accordance with the provisions of the Articles Supplementary, the Partnership shall provide cash to the Trust for such purposewhich shall be equal to the redemption price (as set forth in the Articles Supplementary) and one Series B Preferred Unit shall be canceled with respect to each Series B Preferred Share so redeemed by the Trust (unless another Conversion Factor isspecified under the Partnership Agreement). From and after the Series B Preferred Share redemption date, the Series B Preferred Units so canceled shall no longer be outstanding and all rights hereunder, to distributions or otherwise, with respect tosuch Series B Preferred Units shall cease. 

3. Except as modified herein, all terms and conditions of the Partnership Agreement shallremain in full force and effect, which terms and conditions the General Partner hereby ratifies and confirms. 

* * * * * * * 

 

5 

IN WITNESS WHEREOF, the undersigned have executed this Amendment as of the date first set forth above.

 

**LASALLE HOTEL OPERATING**

**PARTNERSHIP, L.P.**
By: LaSalle Hotel Properties, a Maryland real estate investment trust, its General Partner, and attorney-in-fact of each Limited PartnerBy: 
/s/ Hans S. Weger
Name: Hans S. WegerTitle: Chief Financial Officer
 

6