R E C I T A L SWestin Hotels LTD Partnership • August 8th, 1997 • Hotels & motels • California
Exhibit 4 PLEDGE AGREEMENT THIS PLEDGE AGREEMENT (this "Agreement") dated May 24, 2004, is entered into by and between The Madison Avenue Capital Group II Trust, a trust formed under the laws of Colorado, Madison Liquidity Investors 104, LLC, Madison...Pledge Agreement • May 26th, 2004 • Westin Hotels LTD Partnership • Hotels & motels • Delaware
RECITALSManagement Agreement • November 8th, 1999 • Westin Hotels LTD Partnership • Hotels & motels
RECITALSManagement Agreement • March 28th, 2002 • Westin Hotels LTD Partnership • Hotels & motels
Exhibit 5 SECURITY AGREEMENT THIS SECURITY AGREEMENT (this "Agreement") dated May 24, 2004, is entered into by and between The Madison Avenue Capital Group II Trust, a trust formed under the laws of Colorado, Madison Liquidity Investors 104, LLC,...Security Agreement • May 26th, 2004 • Westin Hotels LTD Partnership • Hotels & motels • Delaware
25 2 Hotel Corporation transferred all of its right, title and interest in and to the Chicago Hotel and the Property (as defined therein) to Hotel Partnership. As the assignee of Hotel Corporation, Hotel Partnership became subject to all of the...Promissory Note • August 8th, 1997 • Westin Hotels LTD Partnership • Hotels & motels • Illinois
PURCHASE AGREEMENT FOR UNITS OF LIMITED PARTNERSHIP INTEREST IN WESTIN HOTELS LIMITED PARTNERSHIPPurchase Agreement • May 26th, 2004 • Westin Hotels LTD Partnership • Hotels & motels • Delaware
Exhibit (a)(1)-3 KALMIA INVESTORS, LLC 601 CARLSON PARKWAY, SUITE 200 MINNETONKA, MN 55305 FOR INFORMATION: (800) 547-0854 October 6, 2003 To Holders of Units of Limited Partnership Interests of Westin Hotels Limited Partnership Dear Unitholder:...Westin Hotels LTD Partnership • October 6th, 2003 • Hotels & motels
Exhibit(a)(1)-2 WESTIN HOTELS LIMITED PARTNERSHIP AGREEMENT OF SALE The undersigned Limited Partner, and/or Assignee Holder or Beneficial Owner or Unitholder (the "Seller") does hereby sell, assign, transfer, convey and deliver (the "Sale") to Kalmia...Westin Hotels LTD Partnership • January 8th, 2004 • Hotels & motels • New York
The undersigned Limited Partner, and/or Assignee Holder or Beneficial Owner or Unitholder (the "Seller") does hereby sell, assign, transfer, convey and deliver (the "Sale") to Kalmia Investors, LLC, a Delaware limited liability company ("Kalmia" or the "Purchaser"), all of the Seller's right, title and interest in units of limited partnership interests including any rights attributable to claims, damages, recoveries, including recoveries from class action lawsuits, and causes of action accruing to the ownership of such units of limited partnership interests ("Units") in Westin Hotels Limited Partnership (the "Partnership") being sold pursuant to this Agreement of Sale ("Agreement") and the Offer to Purchase dated January 8, 2004 (which together with this Agreement constitute the "Offer") for a purchase price of $725.00 per Unit. The Seller acknowledges that Unitholders who tender their Units will not be obligated to pay the $50.00 transfer fee per transferring Unitholder charged by the
35 2 B. Hotel Corporation, Hotel Partnership, Mortgagee, Westin Hotels Limited Partnership ("WHLP"), Westin Hotel Company ("Westin") and certain other parties have entered into that certain Second Restructuring Agreement of even date herewith (the...Mortgage and Security Agreement • August 8th, 1997 • Westin Hotels LTD Partnership • Hotels & motels • Illinois
Exhibit (a)(1)-3 KALMIA INVESTORS, LLC 601 CARLSON PARKWAY, SUITE 200 MINNETONKA, MN 55305 FOR INFORMATION: (800) 547-0854 July 24, 2003 To Holders of Units of Limited Partnership Interests of Westin Hotels Limited Partnership Dear Unit Holder:...Westin Hotels LTD Partnership • July 24th, 2003 • Hotels & motels
AGREEMENT OF ASSIGNMENT AND TRANSFER FOR LIMITED PARTNERSHIP INTERESTS IN WESTIN HOTELS LIMITED PARTNERSHIP 1. OFFER OF UNITS; AGREEMENT TO TRANSFER I, the undersigned, hereby offer (the "Offer") to sell to __________, or its assignee or assignees,...Agreement • December 17th, 2003 • Westin Hotels LTD Partnership • Hotels & motels • New York
Exhibit (a)(1)-3 KALMIA INVESTORS, LLC 601 CARLSON PARKWAY, SUITE 200 MINNETONKA, MN 55305 FOR INFORMATION: (800) 547-0854 January 8, 2004 To Holders of Units of Limited Partnership Interests of Westin Hotels Limited Partnership Dear Fellow...Westin Hotels LTD Partnership • January 8th, 2004 • Hotels & motels
ANDPurchase and Sale Agreement • February 2nd, 2000 • Westin Hotels LTD Partnership • Hotels & motels • New York
4 2 Westin Hotel, Chicago (the "Chicago Hotel," and together with the St. Francis Hotel, collectively, the "Hotels") and other Premises (as defined in the Mortgage, as defined below) pursuant to that certain Mortgage and Security Agreement by Chicago...Second Restructuring Agreement • June 16th, 1997 • Westin Hotels LTD Partnership • Hotels & motels
Exhibit (a)(1)-2 WESTIN HOTELS LIMITED PARTNERSHIP AGREEMENT OF SALE The undersigned Limited Partner, and/or Assignee Holder or Beneficial Owner or Unitholder (the "Seller") does hereby sell, assign, transfer, convey and deliver (the "Sale") to Kalmia...Westin Hotels LTD Partnership • October 6th, 2003 • Hotels & motels • New York
The undersigned Limited Partner, and/or Assignee Holder or Beneficial Owner or Unitholder (the "Seller") does hereby sell, assign, transfer, convey and deliver (the "Sale") to Kalmia Investors, LLC, a Delaware limited liability company ("Kalmia" or the "Purchaser"), all of the Seller's right, title and interest in units of limited partnership interests including any rights attributable to claims, damages, recoveries, including recoveries from class action lawsuits, and causes of action accruing to the ownership of such units of limited partnership interest ("Units") in Westin Hotels Limited Partnership (the "Partnership") being sold pursuant to this Agreement of Sale ("Agreement") and the Offer to Purchase dated October 6, 2003, (which together with this Agreement constitute the "Offer") for a purchase price of $550 per Unit. The Seller acknowledges that Unitholders who tender their Units will not be obligated to pay the $50.00 transfer fee per transferring Unitholder charged by the Pa
October 15, 2003Westin Hotels LTD Partnership • October 27th, 2003 • Hotels & motels
Westin Hotels Limited Partnership Westin Chicago Limited Partnership Westin Realty Corp. 909 North Michigan Avenue Corporation
Exhibit (e)(1) (HOULIHAN LOKEY HOWARD & ZUKIN LOGO) October 15, 2003 Westin Hotels Limited Partnership Westin Chicago Limited Partnership Westin Realty Corp. 909 North Michigan Avenue Corporation Ladies and Gentlemen: We understand that Kalmia...Westin Hotels LTD Partnership • October 16th, 2003 • Hotels & motels
Westin Hotels Limited Partnership Westin Chicago Limited Partnership Westin Realty Corp. 909 North Michigan Avenue Corporation
AGREEMENT of ASSIGNMENT and TRANSFER For Limited Partnership Interests in Westin Hotels Limited Partnership 1. OFFER OF UNITS; AGREEMENT TO TRANSFER I, the undersigned, hereby offer (the "Offer") to sell to Windy City Investments, LLC or its assignee...Westin Hotels LTD Partnership • July 7th, 2003 • Hotels & motels • New York
August 1, 2003Westin Hotels LTD Partnership • August 1st, 2003 • Hotels & motels
Westin Hotels Limited Partnership Westin Chicago Limited Partnership Westin Realty Corp. 909 North Michigan Avenue Corporation
AGREEMENTAgreement agreement • April 25th, 2005 • Westin Hotels LTD Partnership • Hotels & motels • Delaware
AGREEMENT (this “Agreement”) made this 19th day of April, 2005 among Westin Hotels Limited Partnership, a Delaware limited partnership (“WHLP”), Westin Chicago Limited Partnership, a Delaware limited partnership (“WCLP”), St. Francis Limited Partnership, a Delaware limited partnership (“St. Francis LP” and, together with WHLP and WCLP, the “Partnerships”), Westin Realty Corp., a Delaware corporation and the general partner of WHLP (“Westin Realty”), 909 North Michigan Avenue Corporation, a Delaware corporation and the general partner of WCLP (“909 Corporation”), St. Francis Hotel Corporation, a Delaware corporation and the general partner of St. Francis LP (“St. Francis Corporation” and, together with Westin Realty and 909 Corporation, the “General Partners”), and Starwood Hotels & Resorts Worldwide, Inc., a Maryland corporation and the parent of Westin Realty, 909 Corporation and St. Francis Corporation (“Starwood”).
August 1, 2003Westin Hotels LTD Partnership • August 6th, 2003 • Hotels & motels
Westin Hotels Limited Partnership Westin Chicago Limited Partnership Westin Realty Corp. 909 North Michigan Avenue Corporation
November 18, 2003Westin Hotels LTD Partnership • November 18th, 2003 • Hotels & motels
Westin Hotels Limited Partnership Westin Chicago Limited Partnership Westin Realty Corp. 909 North Michigan Avenue Corporation
HOULIHAN LOKEY HOWARD & ZUKIN LETTERHEAD]Westin Hotels LTD Partnership • December 29th, 2003 • Hotels & motels
We understand that WHLP Acquisition LLC (the “Purchaser”), a newly-formed, wholly owned subsidiary of Starwood Hotels & Resorts Worldwide, Inc. (“Starwood”), who, through affiliates, owns all of the shares of the General Partners (defined herein) of WHLP (defined herein), has offered to purchase 100 percent of the limited partnership interests (“Units”) of Westin Hotels Limited Partnership (“WHLP”). The cash purchase price is equal to $700.00 per Unit without interest reduced by any cash distributions made or declared on or after December 22, 2003 (to the extent the Purchaser does not receive such distributions with respect to any Units accepted for payment) (the “Offer Price”). The $50.00 transfer fee charged by WHLP for each transfer will be the responsibility of the Purchaser. In connection with the tender offer, the Purchaser is soliciting the consent of unitholders to proposals that would facilitate acquiring 100 percent of the partnership interests in WHLP. These include proposal
JOINT FILING AGREEMENT The undersigned acknowledge and agree that the foregoing statement on Schedule 13D is filed on behalf of each of the undersigned and that all subsequent amendments to this statement shall be filed on behalf of each of the...Joint Filing Agreement • December 17th, 2003 • Westin Hotels LTD Partnership • Hotels & motels
This Agreement may be executed counterparts and each of such counterparts taken together shall constitute one and the same instrument.
WESTIN HOTELS LIMITED PARTNERSHIP LETTERHEAD] January 20, 2004Westin Hotels LTD Partnership • January 20th, 2004 • Hotels & motels
On January 8, 2004, Kalmia Investors, LLC, Merced Partners Limited Partnership, Smithtown Bay, LLC, Global Capital Management, Inc., John D. Brandenborg and Michael J. Frey (collectively, the “Purchasers”), commenced an unsolicited tender offer (the “Offer”), as amended on January 16, 2004, to purchase up to 117,025 Units of Westin Hotels Limited Partnership (the “Partnership”) at a purchase price of $725 per Unit, in cash, without interest, less the amount of any distributions declared or paid on or after December 31, 2003 in respect of that Unit.
PURCHASE AND SALE AGREEMENT BY AND BETWEEN THE WESTIN CHICAGO LIMITED PARTNERSHIP, a Delaware limited partnership AS SELLER AND JER PARTNERS ACQUISITIONS III, LLC, a Delaware limited liability company AS PURCHASER DATED AS OF OCTOBER 18, 2004 FOR THE...Purchase and Sale Agreement • October 19th, 2004 • Westin Hotels LTD Partnership • Hotels & motels • New York
THIS PURCHASE AND SALE AGREEMENT (this “Agreement”) is made and entered into as of this 18th day of October, 2004, by and between THE WESTIN CHICAGO LIMITED PARTNERSHIP, a Delaware limited partnership (“Seller”), and JER PARTNERS ACQUISITIONS III, LLC, a Delaware limited liability company (“Purchaser”). (Seller and Purchaser are sometimes referred to herein individually as a “Party”, and collectively as the “Parties”).
October 16, 2003Westin Hotels LTD Partnership • October 16th, 2003 • Hotels & motels
On October 6, 2003, Kalmia Investors, LLC, Merced Partners Limited Partnership, Smithtown Bay, LLC, Global Capital Management, Inc., John D. Brandenborg and Michael J. Frey (collectively, the "Purchasers"), commenced an unsolicited tender offer (the "Offer") to purchase up to 73,250 Units of Westin Hotels Limited Partnership (the "Partnership") at a purchase price of $550 per Unit, in cash, without interest, less the amount of any distributions declared or paid on or after October 1, 2003 in respect of that Unit.
BEFORE THE AMERICAN ARBITRATION ASSOCIATIONWestin Hotels LTD Partnership • May 14th, 2007 • Hotels & motels
