EXHIBIT 10.2
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Name of Subscriber: Westgroup San Diego Associates, Ltd.
Number of Shares Purchased 112,458
LASALLE HOTEL PROPERTIES
(a Maryland Real Estate Investment Trust)
SUBSCRIPTION AGREEMENT
LaSalle Hotel Properties
000 Xxxx 00xx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
1. SUBSCRIPTION AND ACCEPTANCE.
1.1. SUBSCRIPTION. Subject to the terms and conditions hereof,
and in reliance upon the representations and warranties of the respective
parties contained herein, the undersigned irrevocably subscribes for and
agrees to purchase Common Shares of Beneficial Interest (the "Shares") of
LaSalle Hotel Properties, a real estate investment trust formed under the
laws of the State of Maryland (the "Trust"), and to make payment therefor
as provided herein. The Trust has been organized pursuant to an Agreement
of Trust and will be continued pursuant to Articles of Amendment and
Restatement of Declaration of Trust dated as of April 27, 1998, as
supplemented and amended from time to time (the "Declaration of Trust").
An amount of Shares with an aggregate value of Two Million Dollars
($2,000,000) which value per Share shall be determined based upon a
purchase price equal to the average of the daily closing prices of the
Shares on the New York Stock Exchange, as reported in the New York Stock
Exchange composite tape, for the twenty (20) trading days immediately
preceding the day which is five (5) business days prior to the Closing Date
(hereinafter defined). Unless the context otherwise requires, capitalized
terms used herein without definition have the meanings set forth in the
Declaration of Trust and the Prospectus.
1.2. PURCHASE. The undersigned subscriber (a "Subscriber")
hereby agrees to make payment for its Shares on the Closing Date.
2. CLOSING AND CONDITIONS TO CLOSING.
2.1. CLOSING. The closing of the sale of the Shares (the
"Closing") shall take place at such time and place as are determined by the
Trust and as shall be notified to the undersigned subscriber (the "Closing
Date").
2.2. CONDITIONS TO CLOSING. The obligation of the undersigned
subscriber at Closing is subject to the condition (or waiver by the
undersigned subscriber), prior to or at the Closing Date that the
representations and warranties of the Trust contained in this Agreement
shall be true and correct in all material respects when made and on such
Closing Date.
2.3. CONDITIONS TO OBLIGATIONS OF THE TRUST. The obligations
of the Trust to issue and sell to the undersigned subscriber the Shares to
be purchased by it on the Closing Date shall be subject to the fulfillment
(or waiver by the Trust), prior to or on the Closing Date, of the following
conditions:
(a) SUBSCRIPTION AGREEMENT. This Agreement shall each have
been duly authorized, executed and delivered by the undersigned subscriber
or on its behalf.
(b) REPRESENTATIONS AND WARRANTIES. The representations and
warranties made by the undersigned subscriber in this Agreement and
otherwise made in writing in connection with this Agreement shall be true
and correct in all material respects when made and on such Closing Date.
(c) PERFORMANCE. The undersigned subscriber shall have duly
performed and complied in all material respects with all agreements and
conditions contained in this Agreement required to be performed or complied
with by the undersigned subscriber prior to such Closing Date.
(d) SUBSCRIPTION PRICE. The undersigned subscriber shall have
made payment on the Closing Date as provided in Section 1.2 of the
appropriate amount for the number of Shares set forth on the signature page
hereof.
(e) NONFULFILLMENT OF CONDITIONS. Without limitation of the
authority of the Trust pursuant to Section 1.3 hereof, if on such Closing
Date any of the conditions to the obligations of the Trust specified in
this Section 2.3 shall not have been fulfilled with respect to the
undersigned subscriber, the Trust may, at their election, be relieved of
all further obligations to the undersigned subscriber under this Agreement
and this Agreement shall be null and void as to the Trust.
3. REPRESENTATIONS, WARRANTIES AND AGREEMENTS.
3.1. REPRESENTATIONS AND WARRANTIES OF THE TRUST. The Trust
represents and warrants as follows:
(a) ORGANIZATION AND STANDING. The Trust is a real estate
investment trust duly organized and validly existing under the laws of the
State of Maryland and has all requisite power and authority to carry on its
business as now conducted and as proposed to be conducted as described in
the Declaration of Trust and the Prospectus.
(b) AUTHORIZATION OF AGREEMENT, ETC. The acceptance of this
Agreement by the Trust with respect to the undersigned subscriber as
evidenced by its signature on the last page of this Agreement, will have
been duly authorized by all necessary action on behalf of the Trust, and
this Agreement, by virtue of such acceptance, will be a legal, valid and
binding agreement of the Trust, enforceable against the Trust in accordance
with its terms, except as enforcement thereof may be limited by bankruptcy,
insolvency or other laws related to or affecting the enforcement of
creditors' rights generally or by equitable principles.
(c) OFFER OF SHARES. Neither the Trust nor anyone acting on
their behalf has taken or will take any action that would subject the
issuance and sale of the Shares to the registration requirements of the
Securities Act of 1933, as amended (the "Securities Act").
3.2. REPRESENTATIONS, WARRANTIES AND AGREEMENTS OF THE SUBSCRIBER.
The undersigned subscriber hereby represents and warrants to the Trust and
each other subscriber who acquires any of the Shares as follows, and the
undersigned subscriber acknowledges that it has full knowledge that the
Trust and each of such other subscribers intends to rely on such
representations, warranties and agreements:
(a) AUTHORIZATION OF PURCHASE, ETC. The undersigned has the
full power and authority to execute and deliver this Agreement and to
subscribe for and purchase the Shares. The purchase of such Shares and the
execution and delivery of this Agreement, as evidenced by the signature of
its duly authorized representative on the next to last page of this
Agreement, respectively, have been authorized by all necessary corporate or
other action on behalf of the undersigned subscriber, and each of this
Agreement, upon execution and delivery by the undersigned subscriber, or on
its behalf, will be its legal, valid and binding obligation, enforceable in
accordance with its terms, except as enforcement thereof may be limited by
bankruptcy, insolvency or other laws related to or affecting the
enforcement of creditors' rights generally or by equitable principles.
(b) COMPLIANCE WITH LAWS AND OTHER INSTRUMENTS. The
undersigned subscriber's execution and delivery of this Agreement (i) will
not conflict with or result in any violation of, or default under, any
provision of any agreement or other instrument to which the undersigned
subscriber is a party or by which it or any of its properties are bound,
which violation or default would have a material adverse effect upon such
subscriber's performance under this Agreement, and (ii) is not prohibited
by any statute, regulation, case law, judicial, executive or
administrative, order or decree, or policy statement or governmental
license or permit or other communication or any interpretation thereof by
any governmental or regulatory authority or court of competent
jurisdiction, applicable to the undersigned subscriber.
(c) PROSPECTUS. The undersigned subscriber acknowledges
receipt of the Prospectus of the Trust dated April 23, 1998 (the
"Prospectus").
(d) SUITABILITY OF INVESTMENT. The undersigned subscriber
has read carefully and understands the Prospectus and such other
information it has requested from the Trust and has consulted its own
attorney, accountant or investment adviser to the extent necessary or in
its opinion, desirable, with respect to the investment contemplated hereby
and its suitability. Any specific acknowledgment set forth below with
respect to any statement contained in the Prospectus shall not be deemed to
limit the generality of this representation and warranty.
(e) RISKS OF INVESTMENT. The undersigned subscriber
understands the risks inherent in an investment of this nature and has the
financial ability to bear the economic risk of its investment in the Shares
(including possible loss), and has adequate means for providing for its
current needs from assets other than those invested in the Shares. The
undersigned subscriber understands that its Shares are non-transferable and
that redemption of Shares may be subject to certain limitations. The
undersigned subscriber has such knowledge and experience in financial and
business matters as to be capable of evaluating the merits and risks of an
investment in the Shares and has obtained, in its judgment, sufficient
information from the Trust to evaluate the merits and risks of an
investment in the Shares.
(f) PURCHASE FOR INVESTMENT. The undersigned subscriber
understands that the Shares may not be sold, transferred or assigned and
that any attempt to do so will not be recognized for any purpose other than
as a pledge of such Shares to LaSalle Hotel Operating Partnership, L.P.
The undersigned further understands and acknowledges that the Shares have
not been registered under the Securities Act and, therefore, cannot be
resold unless they are subsequently registered under the Securities Act or
unless an exemption from such registration is available; that it is
purchasing the Shares for investment for its own account and not with any
present view toward resale or other distribution thereof; that it will not
resell or otherwise dispose of all or any part of the Shares it purchases,
except as permitted by law and any regulations under the Securities Act;
that the Trust does not have any intention of registering the Shares under
the Securities Act.
(h) TAX CONSEQUENCES. The undersigned subscriber accepts
responsibility for consulting with its own tax adviser regarding federal,
state, and local tax consequences particular to it prior to making an
investment in Shares.
4. LIMITED REGISTRATION RIGHTS
A. PIGGYBACK REGISTRATION RIGHTS. If at any time while any
Shares are outstanding, the Trust (without any obligation to do so)
proposes to file a registration statement under the Securities Act on Form
S-3 for the offer and sale of Shares by shareholders other than the Trust
(a "Piggyback Registration Statement"), the Trust shall give prompt written
notice of such proposed filing to the Subscribers. The notice referred to
in the preceding sentence shall offer Subscribers the opportunity to
register such amount of Shares as each Subscriber may request (a "Piggyback
Registration"). The sale of such Shares shall be subject to such
reasonable limitations and "blackout periods" as the Trust shall impose.
5. MISCELLANEOUS.
5.1. AMENDMENTS AND WAIVERS. This Agreement may be amended
and the observance of any provision hereof may be waived (either generally
or in a particular instance and either retroactively or prospectively) only
with the written consent of the Trust.
5.2. SURVIVAL OF REPRESENTATIONS, WARRANTIES AND AGREEMENTS.
All representations, warranties and agreements contained herein, or made in
writing by or on behalf of the undersigned subscriber or by or on behalf of
the Trust in connection with the transactions contemplated by this
Agreement, shall survive the execution and delivery of this Agreement, any
investigation at any time made by or on behalf of the Trust, or the
undersigned subscriber, the issue and sale of Shares and the withdrawal of
the undersigned as a beneficial owner of the Shares.
5.3. NOTICES. All notices, requests, demands and other
communications (together a "notice") hereunder shall be in writing and
shall be deemed to have been duly given to any party when delivered to the
same by hand or by sending the same by prepaid first class mail or by
telegram, cable, telex or telecopier, (a) if to the undersigned subscriber,
at or to the address set forth opposite its signature, or to such other
address as it shall have furnished to the Trust in writing, and (b) if to
the Trust, at the following address:
LaSalle Hotel Properties
000 Xxxx 00xx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attn: Xxx X. Xxxxx, President
Telecopier: (000) 000-0000
or to such other address as the Trust shall have furnished to the
undersigned subscriber in writing. Any notice delivered by hand shall be
deemed to have been given on receipt, any notice sent by mail shall be
deemed to have been given five calendar days after dispatch and any notice
sent by telegram, cable, telex or telecopier shall be deemed to have been
given on the date sent.
5.4. EXPENSES. Each party hereto will pay its own expenses
relating to this Agreement and the purchase of the Shares of the Trust
hereunder.
5.5. DESCRIPTIVE HEADINGS. The descriptive headings in this
Agreement are for convenience of reference only and shall not be deemed to
alter or affect the meaning or interpretation of any provision of this
Agreement.
5.6. ENTIRE AGREEMENT. This Agreement contains the entire
agreement of the parties with respect to the subject matter of this
Agreement, and there are no representations, covenants or other agreements
except as stated or referred to herein.
5.7. COUNTERPARTS. This Agreement may be executed in one or
more counterparts, all of which shall constitute one and the same
instrument.
5.8. GENERAL. This Agreement (i) shall be binding upon the
undersigned subscriber and its legal representatives, successors and
assigns, (ii) shall be governed, construed and enforced in accordance with
the internal laws of the State of Maryland, (iii) shall survive the
admission of the undersigned subscriber as beneficial owner of the Shares,
and (iv) shall, if the undersigned consists of more than one person, be the
joint and several obligation of all such persons.
IN WITNESS WHEREOF, the undersigned subscriber has executed this
Agreement on this 28th day of May 1998.
112,458 WestGroup San Diego Associates, Ltd.
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Number of Shares Print or Type Name of Subscriber
00 Xxxxxxx Xxx, Xxxxx 000
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Taxpayer Identification Number Street Address of Principal
Executive Office
Xxxxxxxx, XX 00000
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City State
Mailing Address (if different):
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Street Address
____________________________________
City State
By: /s/ XXXXXXX X. XXXXX
Signature of Authorized Person
signing on behalf of Subscriber
Xxxxxxx X. Xxxxx
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Name and Position of Authorized
Person Signing on behalf of
Subscriber
Accepted June 1, 1998
at New York, New York:
LASALLE HOTEL PROPERTIES
By: /s/ Xxxxxxx X. Xxxxxxxx
Title: Chief Operating Officer
