WESTIN HOTELS LIMITED PARTNERSHIP
AGREEMENT OF SALE
The undersigned Limited Partner, and/or Assignee Holder or Unit Holder (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
February 1, 1999, (which together with this Agreement constitute the "Offer")
for a purchase price of $1,000 per Unit, less the amount of any distributions
declared or paid from any source by the Partnership with respect to the Units
after December 15, 1998, without regard to the record date or whether such
distributions are classified as a return on, or a return of, capital.
The Seller hereby represents and warrants to the Purchaser that the Seller owns
such Units and has full power and authority to validly sell, assign, transfer,
convey, and deliver to the Purchaser such Units, and that when any such Units
are accepted for payment by the Purchaser, the Purchaser will acquire good,
marketable and unencumbered title thereto, free and clear of all options, liens,
restrictions, charges, encumbrances, conditional sales agreements, or other
obligations relating to the sale or transfer thereof, and such Units will not be
subject to any adverse claim. The Seller further represents and warrants that
the Seller is a "United States person" as defined in Section 7701(a)(30) of the
Internal Revenue Code of 1986, as amended, or if the Seller is not a United
States person, the Seller does not own beneficially or of record more than 5
percent of the outstanding Units.
Such Sale shall include, without limitation, all rights in, and claims to, any
Partnership profits and losses, cash distributions, voting rights and other
benefits of any nature whatsoever, distributable or allocable to such Units
under the Partnership Agreement. Upon the execution of this Agreement by the
Seller, Purchaser shall have the right to receive all benefits and cash
distributions and otherwise exercise all rights of beneficial ownership of such
Units.
Seller, by executing this Agreement, hereby irrevocably constitutes and appoints
Purchaser as its true and lawful agent and attorney-in-fact with respect to the
Units with full power of substitution. This power of attorney is an irrevocable
power, coupled with an interest of the Seller to Purchaser, to (i) execute,
swear to, acknowledge, and file any document relating to the transfer of the
ownership of the Units on the books of the Partnership that are maintained with
respect to the Units and on the Partnership's books maintained by the General
Partner of the Partnership, or amend the books and records of the Partnership as
necessary or appropriate for the withdrawal of the Seller as a Unitholder and/or
Limited Partner of the Partnership, (ii) vote or act in such manner as any such
attorney-in-fact shall, in its sole discretion, deem proper with respect to the
Units, (iii) deliver the Units and transfer ownership of the Units on the books
of the Partnership that are maintained with respect to the Units and on the
Partnership's books, maintained by the Partnership's General Partner, (iv)
endorse on the Seller's behalf any and all payments received by Purchaser from
the Partnership for any period on or after December 15, 1998, which are made
payable to the Seller, in favor of Purchaser, (v) execute on the Seller's
behalf, any applications for transfer and any distribution allocation agreements
required by the National Association of Securities Dealers, Inc.'s Notice to
Members 96-14 to give effect to the transaction contemplated by this Agreement,
and (vi) receive all benefits and distributions and amend the books and records
of the Partnership, including Seller's address and record, to direct
distributions to Purchaser as of the effective date of this Agreement and
otherwise exercise all rights of beneficial owner of the Units. Purchaser shall
not be required to post bond of any nature in connection with this power of
attorney.
SELLER DOES HEREBY DIRECT AND INSTRUCT THE PARTNERSHIP AND THE GENERAL PARTNER
IMMEDIATELY UPON THEIR RECEIPT OF THIS AGREEMENT OF SALE (i) TO AMEND THE BOOKS
AND RECORDS OF THE PARTNERSHIP TO CHANGE THE SELLER'S ADDRESS OF RECORD TO
KALMIA INVESTORS, LLC, C/O XXXXX CAPITAL, 0000 XXXXX XXXXXX XXXXX, XXXXX 000,
XXX XXXXX, XXXXXXXXXX 00000, AND (ii) TO FORWARD ALL DISTRIBUTIONS AND ALL
OTHER INFORMATION TO BE RECEIVED BY SELLER TO KALMIA INVESTORS, LLC TO THE
ADDRESS SET FORTH IN (i) ABOVE.
Seller and Purchaser do hereby release and discharge the General Partner and its
affiliates and each of their respective officers, directors, shareholders,
employees, and agents from all actions, causes of actions, claims or demands
Seller or Purchaser have, or may have, against any such person that result from
such party's reliance on this Agreement or any of the terms and conditions
contained herein. Seller and Purchaser do hereby indemnify and hold harmless
the Partnership and the General Partner and its affiliates and each of their
respective officers, directors, shareholders, employees, and agents from and
against all claims, demands, damages, losses, obligations, and responsibilities
arising, directly or indirectly, out of a breach of any one or more of their
respective representations and warranties set forth herein.
All authority herein conferred or agreed to be conferred shall survive the death
or incapacity of the Seller and any obligations of the Seller shall be binding
upon the heirs, personal representatives, successors and assigns of the
undersigned. Upon request, the Seller will execute and deliver any additional
documents deemed by the Purchaser or the Partnership to be necessary or
desirable to complete the assignment, transfer and purchase of such Units.
Kalmia reserves the right to amend or extend the offer at any time without
further notice to the Limited Partners.
The Seller hereby certifies, under penalties of perjury, that (i) the tax
identification number shown on this form is the Seller's correct Taxpayer
Identification Number; and (ii) Seller is not subject to backup withholding
either because Seller has not been notified by the Internal Revenue Service (the
"IRS") that Seller is subject to backup withholding as a result of failure to
report all interest or dividends, or the IRS has notified Seller that Seller is
no longer subject to backup withholding.
The Seller hereby also certifies, under penalties of perjury, that the Seller,
if an individual, is not a nonresident alien for purposes of U.S. income
taxation, and if not an individual, is not a foreign corporation, foreign
partnership, foreign trust, or foreign estate (as those terms are defined in the
Internal Revenue Code and Income Tax Regulations). The Seller understands that
this certification may be disclosed to the IRS by the Purchaser and that any
false statements contained herein could be punished by fine, imprisonment, or
both.
This Agreement shall be governed by and construed in accordance with the laws of
the State of California. Seller waives any claim that California or the
Southern District of California is an inconvenient forum, and waives any right
to trial by jury.
The undersigned Seller (including any joint owner(s)) owns and wishes to assign
the number of Units set forth below. By its own or its Authorized Signatory's
signature below, the Seller hereby assigns its entire right, title and interest
to the Units to the Purchaser.
By executing this Agreement the Seller hereby acknowledges to the General
Partner that the Seller desires to withdraw as a Limited Partner as to the Units
referenced herein and hereby directs the General Partner to take all such
actions as are necessary to accomplish such withdrawal, and appoints the General
Partner the agent and attorney-in-fact of the Limited Partner, to execute, swear
to, acknowledge and file any document or amend the books and records of the
Partnership as necessary or appropriate for the withdrawal of the Limited
Partner.
WESTIN HOTELS LIMITED PARTNERSHIP
IN WITNESS WHEREOF the Limited Partner has executed, or caused its Authorized
Signatory to execute, this Agreement.
Print Name of Limited Partner (as it appears on the
investment)________________________________________________________________
Print Name and Capacity of Authorized Signatory (if other than
above)__________________________________________________________
__________________________________ __________________________________
Seller's Signature Joint Seller's Signature
MEDALLION GUARANTEE MEDALLION GUARANTEE
(Medallion Guarantee for each (Medallion Guarantee for each
Seller's signature) Seller's signature)
__________________________________ Investor I.D. Number
__________________________________ Home Telephone Number
__________________________________ Office Telephone Number
__________________________________ Mailing Address
__________________________________ City, State, Zip Code
__________________________________ State of Residence
__________________________________ Social Security/Tax ID No.
__________________________________ Date
$1,000
__________________________________ Sales Price per Unit
_________ Number of Units to be sold
OR
/ / Check here if you wish to sell ALL your units
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------- FOR INTERNAL USE ONLY -------
ACCEPTED:
--------
KALMIA INVESTORS, LLC
By: Its Manager, Xxxxx Capital, LLC
By:____________________________________
Authorized Representative
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YOU MUST MAIL EXECUTED ORIGINAL TO THE DEPOSITARY:
Xxxxx Capital, LLC
0000 Xxxxx Xxxxxx Xxxxx, Xxxxx 000
Xxx Xxxxx, Xxxxxxxxxx 00000
PLEASE CALL US AT (000) 000-0000 IF YOU HAVE ANY QUESTIONS REGARDING THE SALE OF YOUR UNITS.
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INSTRUCTIONS TO COMPLETE AGREEMENT OF SALE
ALL SIGNATURES MUST BE MEDALLION GUARANTEED
Beneficial Owner of Record Should: Death
--------------------------------- -----
1. COMPLETE and SIGN Agreement. If any owner is deceased, please enclose a certified copy of
2. Have your signature Medallion Guaranteed by Death Certificate. If Ownership is OTHER than Joint Tenants
your Bank or Broker. With Right of Survivorship, please provide Letter of
3. Indicate Number of Units Owned and/or To Be Sold. Testamentary or Administration current within 60 days
4. Return Agreement in Envelope Provided. showing your beneficial ownership or executor capacity (in
addition to copy of Death Certificate).
Joint Ownership
---------------
Please have ALL owners of record sign Agreement, and
SEPARATELY Medallion Guarantee each signature. Corporation
-----------
XXX/XXXXX Corporate resolution required showing authorized signatory.
---------
1. Beneficial owner must sign Agreement. Trust, Profit Sharing or Pension Plan
2. Provide Custodian information. (i.e. Name, ---------------------------------------
Company Name, Address, Phone No. and Please provide title, signature, and other applicable pages of
Account No.) Trust Agreement showing authortized signatory.
3. Kalmia will obtain the Medallion Guarantee of
Custodian Signature.
WSTN.02.01.9914D.
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