[KALMIA INVESTORS LETTERHEAD]
October 9, 1996
Xxxxxxxxx Xxxxxxxx,
Chairman of the Board, Chief Executive Officer
and President
Western Realty Corp.
General Partner of Westin Hotels Limited Partnership
The Westin Building
0000 Xxxxx Xxxxxx
Xxxxxxx, Xxxxxxxxxx 00000
Re: Transfer Documents/Westin Hotels Limited Partnership
Dear Xx. Xxxxxxxx:
I am enclosing, for your information (i) a copy of the Agreement of Sale
entered into between the Sellers of Limited Partnership Interests ("Units") of
Westin Hotels Limited Partnership (the "Partnership") to Kalmia Investors, LLC
("Kalmia"), (attached hereto as Exhibit "A"); (ii) a copy of Assignee Agreement
for such transfers (attached hereto as Exhibit "B"). The form of Assignee
Agreement has been adapted for use by Kalmia and contains all the material terms
and conditions of your standard Assignee Agreement form.
We will submit to you the originally executed Agreement of Sale for each
Seller which has been either notarized or contains a medallion guarantee of the
Seller's signature.
The Agreement of Sale contains a power of attorney granted by the Seller to
Kalmia. Among the powers granted to Xxxxxx, pursuant to the power of attorney,
are the rights to receive all benefits and distributions endorsed on the
Seller's behalf, any payments received by Xxxxxx from the Partnership made on or
after September 18, 1996, and to amend the books and records of the Partnership,
including the Seller's address of record and to direct distributions made by the
Partnership to Kalmia.
Pursuant to the power of attorney, we will instruct the Partnership (a form
of instruction is attached hereto as Exhibit "C") to amend the Partnership's
books and records to change the Seller's address to Xxxxxx's address and to
direct all distributions, whether they are made payable to Seller or to Kalmia,
to be forwarded to Kalmia. Pursuant to the power of attorney, Xxxxxx will
endorse
Xxxxxxxxx Xxxxxxxx
October 9, 1996
Page 2
any payments made to the Seller to be made payable to Kalmia. Kalmia
will submit a separate instruction sheet for each Seller, and Xxxxxx's signature
will be medallion guaranteed.
Please note that the Agreement of Sale contains a provision releasing the
General Partner from all claims Seller may have for the General Partner's
reliance on such Agreement.
Based on the foregoing, Western Realty Corp., as general partner of the
Partnership, and the Partnership agree that they will honor the instruction
sheet and Xxxxxx's power of attorney; make Kalmia an assignee of record in the
Partnership's books and records at such time as the General Partner deems it
appropriate in its sole discretion and in the order of priority received; and
admit Kalmia as a substituted Limited Partner in the Partnership at such time as
it deems appropriate in its sole discretion and in the order of priority
received.
If you agree and accept the foregoing, please indicate the same by
executing this letter agreement in the space provided below and returning a copy
to me.
Thank you for your courtesies in this matter.
Very truly yours,
KALMIA INVESTORS, LLC
By: XXXXX CAPITAL ADVISORS, LLC
Its Manager
By: /s/ Xxx Xxxxxxxxx
----------------------------
Xxx Xxxxxxxxx, Manager
Xxxxxxxxx Xxxxxxxx
October 9, 1996
Page 3
The foregoing is agreed and accepted, including the instruction sheet
attached hereto. Executed this _______th day of October, 1996.
WESTERN REALTY CORP.
By: XXXXXXXXX XXXXXXXX,
CHAIRMAN OF THE BOARD,
CHIEF EXECUTIVE OFFICER AND
PRESIDENT
AS GENERAL PARTNER
and on behalf of
WESTIN HOTELS LIMITED PARTNERSHIP
By:
----------------------------
Xxxxxxxxx Xxxxxxxx
