EXHIBIT 99(c)(1)
KALMIA INVESTORS, LLC
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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 any payments made to the Seller to be made
payable to Kalmia. Kalmia will submit a separate
Xxxxxxxxx Xxxxxxxx
October 9, 1996
Page 2
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
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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
KALMIA INVESTORS, LLC
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November 1, 1996
Xx. Xxx Xxxxxxxxx, Manager
Kalmia Investors, LLC
0000 Xxxxxxx Xxxxxxxxx, Xxxxx 000
Xxx Xxxxx, Xxxxxxxxxx 00000
Dear Xx. Xxxxxxxxx:
In response to your letter dated October 9, 1996, please be advised that it
has never been our procedure to change the address of sellers of units to
that of the buyers. In fact, it has always been our policy to send cash
distributions for the quarter on which they are based to the limited partner
of record in that quarter. We do recognize, however, that this would not be
the case with your purchases.
The difficulty we have with your request is that if we change the addresses
of the sellers to that of the buyer, the sellers' year-end tax information
will be sent to your address. There is one alternative and that is to send
K-1's to the sellers at both addresses. However, this would result in a lot
of extra work and additional expense to the partnership. Since your offer
expired on October 25 and any related sales will be processed by March 31,
1997, and since we are not anticipating sending any cash distributions until
after March 31, we see no reason to make the address changes you are
requesting at this time. However, in the event that a cash distribution is
scheduled to go out subsequent to your purchase yet prior to the official
transfer of ownership, we will make the address changes on the accounts
affected.
Please call if you have any questions.
Sincerely,
/s/Xxxx Xxxxxxxxxx
Xxxx Xxxxxxxxxx
Investor Relations
cc: Xxxxx X. Xxxxxxxx
