0000919574-04-000004 Sample Contracts

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...
Agreement of Sale • January 8th, 2004 • Westin Hotels LTD Partnership • 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