Westcoast Hospitality Capital Trust Sample Contracts

Westcoast Hospitality Capital Trust – UNDERWRITING AGREEMENT (February 12th, 2004)

Exhibit 1.1 1,600,000 TRUST PREFERRED SECURITIES(1) WESTCOAST HOSPITALITY CAPITAL TRUST (LIQUIDATION AMOUNT OF $25 PER TRUST PREFERRED SECURITY) GUARANTEED TO THE EXTENT SET FORTH HEREIN BY WESTCOAST HOSPITALITY CORPORATION UNDERWRITING AGREEMENT February __, 2004 FRIEDMAN, BILLINGS, RAMSEY & CO., INC. as Representative of the several Underwriters 1001 19th Street North Arlington, Virginia 22209 Dear Sirs: WestCoast Hospitality Capital Trust, a statutory trust formed under the laws of the State of Delaware (the "Trust"), and WestCoast Hospitality Corporation, a Washington corporation (the "Company"), each confirms its agreement with each of the underwriters listed on Schedule I hereto (each an "Underwriter"; collectiv

Westcoast Hospitality Capital Trust – EXECUTIVE EMPLOYMENT AGREEMENT (February 6th, 2004)

Exhibit 10.28 EXECUTIVE EMPLOYMENT AGREEMENT EXECUTIVE EMPLOYMENT AGREEMENT, is executed on May 21, 2003 and shall be effective on July 1, 2003 ("Effective Date") by and between WestCoast Hospitality Corporation, a Washington corporation (the "Company"), and Thomas McKeirnan (the "Executive"). The Company desires to employ the Executive in the capacities of Vice President and Assistant General Counsel and the Executive desires to be so employed, on the terms and subject to the conditions set forth in this agreement (the "Agreement"); Now, therefore, in consideration of the mutual covenants set forth herein and other good and valuable consideration the parties hereto hereby agree as follows: 1. EMPLOYMENT; TERM. The Company employs the Executive, and the Executive agrees to be employed by the Company, upon the terms and subject to the conditions set forth herein, for a term commencing

Westcoast Hospitality Capital Trust – UNDERWRITING AGREEMENT (February 3rd, 2004)

EXHIBIT 1.1 1,600,000 TRUST PREFERRED SECURITIES(1) WESTCOAST HOSPITALITY CAPITAL TRUST (LIQUIDATION AMOUNT OF $25 PER TRUST PREFERRED SECURITY) GUARANTEED TO THE EXTENT SET FORTH HEREIN BY WESTCOAST HOSPITALITY CORPORATION UNDERWRITING AGREEMENT February __, 2004 FRIEDMAN, BILLINGS, RAMSEY & CO., INC. 1001 19th Street North Arlington, Virginia 22209 WELLS FARGO SECURITIES, LLC 600 California Street, Suite 1600 San Francisco, California 94108 Dear Sirs: WestCoast Hospitality Capital Trust, a statutory trust formed under the laws of the State of Delaware (the "Trust"), and WestCoast Hospitality Corporation, a Washington corporation (the "Company"), each confirms its agreement with each of you (each an "Underwriter";

Westcoast Hospitality Capital Trust – STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 (December 18th, 2003)

Exhibit # 25.1 Registration No. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM T-1 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO SECTION 305(b)(2) WILMINGTON TRUST COMPANY (Exact name of trustee as specified in its charter) Delaware 51-0055023 (State of incorporation) (I.R.S. employer identification no.) Rodney Square North 1100 North Market Street Wilmington, Delaware 19890

Westcoast Hospitality Capital Trust – STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 (December 18th, 2003)

Exhibit 25.2 Registration No. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM T-1 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO SECTION 305(b)(2) WILMINGTON TRUST COMPANY (Exact name of trustee as specified in its charter) Delaware 51-0055023 (State of incorporation) (I.R.S. employer identification no.) Rodney Square North 1100 North Market Street Wilmington, Delaware 19890

Westcoast Hospitality Capital Trust – STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 (December 18th, 2003)

Exhibit 25.3 Registration No. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM T-1 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO SECTION 305(b)(2) WILMINGTON TRUST COMPANY (Exact name of trustee as specified in its charter) Delaware 51-0055023 (State of incorporation) (I.R.S. employer identification no.) Rodney Square North 1100 North Market Street Wilmington, Delaware 19890

Westcoast Hospitality Capital Trust – INDENTURE (November 4th, 2003)

EXHIBIT 4.5 WESTCOAST HOSPITALITY CORPORATION, AS ISSUER AND WILMINGTON TRUST COMPANY, AS TRUSTEE INDENTURE DATED AS OF DECEMBER [-], 2003 $[-] [-]% JUNIOR SUBORDINATED DEBENTURES DUE DECEMBER [-], 2043 TABLE OF CONTENTS PAGE ARTICLE I DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION....................................... 2 Section 1.1 Definit

Westcoast Hospitality Capital Trust – AGREEMENT OF LIMITED PARTNERSHIP (November 4th, 2003)

EXHIBIT 10.12 THIRD AMENDMENT TO AGREEMENT OF LIMITED PARTNERSHIP OF CAVANAUGHS HOSPITALITY LIMITED PARTNERSHIP, A DELAWARE LIMITED PARTNERSHIP THIS THIRD AMENDMENT TO AGREEMENT OF LIMITED PARTNERSHIP (the "Amendment"), is entered into as of the 28th day of April, 1998, by and among Cavanaughs Hospitality Corporation, a Washington corporation ("CHC" or "General Partner"), Dunson Ridpath Hotel Associates Limited Partnership, a Washington limited partnership, ("Dunson") and the persons whose names are set forth on Exhibit A attached hereto (the "Incoming Partners"). A. CHC, as General Partner, and North River Drive Company, a Washington corporation, as Limited Partner, formed a Delaware Limited Partnership named Cavanaughs Hospitality Limited Partnership (the "Partnership") pursuant to the terms of

Westcoast Hospitality Capital Trust – CREDIT AGREEMENT (November 4th, 2003)

EXHIBIT 10.23 CREDIT AGREEMENT THIS AGREEMENT is entered into as of October 24, 2003, by and between WESTCOAST HOSPITALITY CORPORATION, a Washington corporation ("Borrower"), and WELLS FARGO BANK, NATIONAL ASSOCIATION ("Bank"). RECITALS Borrower has requested that Bank extend credit to Borrower as described below, and Bank has agreed to provide such credit to Borrower on the terms and conditions contained herein. NOW, THEREFORE, for valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Bank and Borrower hereby agree as follows: ARTICLE I CREDIT TERMS SECTION 1.1. LINE OF CREDIT A. (a) Line of Credit. Subject to the terms and conditions of this Agreement, Bank hereby agrees to make advances to Borrowe

Westcoast Hospitality Capital Trust – AGREEMENT OF LIMITED PARTNERSHIP (November 4th, 2003)

EXHIBIT 10.16 SEVENTH AMENDMENT TO AGREEMENT OF LIMITED PARTNERSHIP OF WESTCOAST HOSPITALITY LIMITED PARTNERSHIP, A DELAWARE LIMITED PARTNERSHIP THIS SEVENTH AMENDMENT TO AGREEMENT OF LIMITED PARTNERSHIP (the "Amendment") is entered into effective as of January 1, 2001 by and among WestCoast Hospitality Corporation, a Washington corporation ("WHC"), and Dunson Ridpath Hotel Associates Limited Partnership, a Washington limited partnership ("Dunson"). A. WHC, as General Partner, and North River Drive Company, a Washington corporation, as Limited Partner, formed a Delaware Limited Partnership named Cavanaughs Hospitality Limited Partnership (the "Partnership") pursuant to the terms of an Amended and Restated Agreement of Limited Partnership, dated as of November 1, 1997 (as amended by this and prior

Westcoast Hospitality Capital Trust – TRUST PREFERRED SECURITIES GUARANTEE AGREEMENT (November 4th, 2003)

EXHIBIT 4.9 ================================================================================ TRUST PREFERRED SECURITIES GUARANTEE AGREEMENT WestCoast Hospitality Corporation Dated as of December [-], 2003 ================================================================================ TABLE OF CONTENTS PAGE ARTICLE I. DEFINITIONS AND INTERPRETATION......................................................... 1 Section 1.1 Definitions and Interpretation.................................................... 1 ARTICLE II. TRUST INDENTURE ACT...........

Westcoast Hospitality Capital Trust – AGREEMENT OF LIMITED PARTNERSHIP (November 4th, 2003)

EXHIBIT 10.11 SECOND AMENDMENT TO AGREEMENT OF LIMITED PARTNERSHIP OF CAVANAUGHS HOSPITALITY LIMITED PARTNERSHIP, A DELAWARE LIMITED PARTNERSHIP THIS SECOND AMENDMENT TO AGREEMENT OF LIMITED PARTNERSHIP (the "Amendment"), is entered into as of the 20th day of April, 1998, by and among Cavanaughs Hospitality Corporation, a Washington corporation ("CHC" or "General Partner"), and Templin's Resort & Conference Center, Inc., an Idaho corporation ("Templin" or the "Incoming Partner"). A. CHC, as General Partner, and North River Drive Company, a Washington corporation, as Limited Partner, formed a Delaware Limited Partnership named Cavanaughs Hospitality Limited Partnership (the "Partnership") pursuant to the terms of an Amended and Restated Agreement of Limited Partnership, dated as of November 1, 1997

Westcoast Hospitality Capital Trust – SEPARATION AND GENERAL RELEASE AGREEMENT (November 4th, 2003)

EXHIBIT 10.8 WESTCOAST HOSPITALITY CORPORATION SEPARATION AND GENERAL RELEASE AGREEMENT This Separation and General Release Agreement (hereinafter "Agreement") is entered into on this 31st day of July, 2003, by and between Sharon Sanchez (hereinafter referred to as "Employee") and WESTCOAST HOSPITALITY CORPORATION, including its subsidiaries and affiliates (hereinafter referred to as the "Company"). WHEREAS, Employee was employed by Company; and WHEREAS, Employee has expressed her desire to resign from the Company effective August 31, 2003 on mutually agreeable terms; and; WHEREAS, both parties wish to clearly set forth the terms and conditions of Employee's departure from employment. NOW, THEREFORE, for and in consideration of the mutual promises, terms and conditions set forth below, the sufficiency of such consideration

Westcoast Hospitality Capital Trust – AGREEMENT OF LIMITED PARTNERSHIP (November 4th, 2003)

EXHIBIT 10.10 FIRST AMENDMENT TO AGREEMENT OF LIMITED PARTNERSHIP OF CAVANAUGHS HOSPITALITY LIMITED PARTNERSHIP, A DELAWARE LIMITED PARTNERSHIP THIS FIRST AMENDMENT TO AGREEMENT OF LIMITED PARTNERSHIP (the "Amendment"), is entered into as of the 1st day of January, 1998, by and among Cavanaughs Hospitality Corporation, a Washington corporation ("CHC" or "General Partner"), North River Drive Company, a Washington corporation ("NRDC" or "Original Limited Partner"), and the Persons whose names are set forth on Exhibit A attached hereto (the "Incoming Partners"). A. CHC, as General Partner, and NRDC, as Limited Partner, formed a Delaware Limited Partnership named Cavanaughs Hospitality Limited Partnership (the "Partnership") pursuant to the terms of an Amended and Restated Agreement of Limited Partne

Westcoast Hospitality Capital Trust – FIXED RATE NOTE (November 4th, 2003)

Exhibit 10.27 Loan No. V_17415 FIXED RATE NOTE $36,050,000.00 As of June 14, 2001 FOR VALUE RECEIVED, WHC809, LLC, a Delaware limited liability company, (hereinafter referred to as "Borrower"), promises to pay to the order of MORGAN GUARANTY TRUST COMPANY OF NEW YORK, a New York banking corporation, its successors and assigns (hereinafter referred to as "Lender"), as the office of Lender or its agent, designee, or assignee at 60 Wall Street, New York, New York 10260-0060, Attention: Loan Servicing, or at such place as Lender or its agent, designee, or assignee may from time to time designate in writing, the principal sum of THIRTY SIX MILLION FIFTY THOUSAND AND NO/100 DOLLARS ($36,050,000.00), in lawful money of the United States of America, with interest thereon to b

Westcoast Hospitality Capital Trust – AGREEMENT OF LIMITED PARTNERSHIP (November 4th, 2003)

EXHIBIT 10.13 FOURTH AMENDMENT TO AGREEMENT OF LIMITED PARTNERSHIP OF CAVANAUGHS HOSPITALITY LIMITED PARTNERSHIP, A DELAWARE LIMITED PARTNERSHIP THIS FOURTH AMENDMENT TO AGREEMENT OF LIMITED PARTNERSHIP (the "Amendment"), is entered into as of the 14th day of June, 1999, by and among Cavanaughs Hospitality Corporation, a Washington corporation ("CHC"), and Templin's Resort & Conference Center, Inc., an Idaho corporation ("Templin"). A. CHC, as General Partner, and North River Drive Company, a Washington corporation, as Limited Partner, formed a Delaware Limited Partnership named Cavanaughs Hospitality Limited Partnership (the "Partnership") pursuant to the terms of an Amended and Restated Agreement of Limited Partnership, dated as of November 1, 1997 (as amended by this and prior Amendments refer

Westcoast Hospitality Capital Trust – TRUST COMMON SECURITIES GUARANTEE AGREEMENT (November 4th, 2003)

Exhibit 4.10 TRUST COMMON SECURITIES GUARANTEE AGREEMENT WestCoast Hospitality Corporation Dated as of December [-], 2003 TABLE OF CONTENTS PAGE ARTICLE I DEFINITIONS AND INTERPRETATION.................................. 1 Section 1.1 Definitions and Interpretation............................ 1 ARTICLE II TRUST INDENTURE ACT............................................. 5 Section 2.1 Trust Indenture Act; Application.......................... 5 Section 2.2 Lists of Holders of Securities............................ 5 Section 2.3 Reports by the Common Guarantee Trustee................... 5 Section 2.

Westcoast Hospitality Capital Trust – AGREEMENT OF LIMITED PARTNERSHIP (November 4th, 2003)

Exhibit 10.14 FIFTH AMENDMENT TO AGREEMENT OF LIMITED PARTNERSHIP OF CAVANAUGHS HOSPITALITY LIMITED PARTNERSHIP, A DELAWARE LIMITED PARTNERSHIP THIS FIFTH AMENDMENT TO AGREEMENT OF LIMITED PARTNERSHIP (the "Amendment"), is entered into effective as of January 1, 2000, by Cavanaughs Hospitality Corporation, a Washington corporation ("CHC") in its capacity as the sole general partner of the Partnership. A. CHC, as General Partner, and North River Drive Company, a Washington corporation, as Limited Partner, formed a Delaware Limited Partnership named Cavanaughs Hospitality Limited Partnership (the "Partnership") pursuant to the terms of an Amended and Restated Agreement of Limited Partnership, dated as of November 1, 1997 (as amended by this and prior Amendments referred to hereafter as the "Partner

Westcoast Hospitality Capital Trust – AGREEMENT OF LIMITED PARTNERSHIP (November 4th, 2003)

EXHIBIT 10.15 SIXTH AMENDMENT TO AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF WESTCOAST HOSPITALITY LIMITED PARTNERSHIP THIS AMENDMENT TO THE AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP, dated as of November 1, 1997, is dated for reference purposes June 30, 2000 and is entered into by and among WestCoast Hospitality Corporation, a Washington corporation (formerly known as Cavanaughs Hospitality Corporation and referred to herein as ("WHC" or "General Partner"), as the General Partner and all other signators to this document, who constitute all of the Limited Partners of WestCoast Hospitality Limited Partnership ("Partnership"), as the Limited Partners. WHEREAS, the Partners have previously entered into that certain Amended an