WESTIN HOTELS LTD PARTNERSHIP, 8-K, 1997-06-16

WESTIN HOTELS LTD PARTNERSHIP
8-K, 1997-06-16
HOTELS & MOTELS

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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) May 27, 1997

WESTIN HOTELS LIMITED PARTNERSHIP
(Exact name of Registrant as specified in its charter)

Delaware 0-15097 91-1328985
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)

2001 Sixth Avenue
Seattle, Washington 98121
(Address of principal executive offices) (Zip Code)

Registrant's telephone number, including area code (206)443-5000

N/A
(Former name or former address, if changed since last report)
WESTIN HOTELS LIMITED PARTNERSHIP
AND SUBSIDIARIES
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WESTIN HOTELS LIMITED partnership
AND SUBSIDIASIES

REPORT ON FORM 8-K

ITEM 5. OTHER EVENTS.

On May 27, 1997 an agreement to restructure the existing mortgage loans
on the Partnership's Hotels (The Westin St. Francis and The Westin Michigan
Avenue, Chicago) was completed. The Parties to this restructuring agreement are
The Teacher Retirement System of Texas (the lender), The Westin St. Francis
Limited Partnership, The Westin Chicago Limited Partnership, Westin Hotels
Limited Partnership, St. Francis Hotel Corporation (general partner of The
Westin St. Francis Limited Partnership), 909 North Michigan Avenue Hotel
Corporation (general partner of The Westin Chicago Limited Partnership), Westin
Realty Corp. (general partner of Westin Hotels Limited Partnership) and Westin
Hotel Company (the management company). A press release was issued by Westin
Realty Corp. on June 2, 1997 and is filed with this Report as an Exhibit.

The agreement provides for an extension of the maturity date for each
of the Hotel's existing mortgage loans from August 31, 2001 to November 30,
2006. The current balance of The Westin St. Francis Limited Partnership's
promissory note dated August 2, 1986 is approximately $91.5 million. The current
balance of The Westin Chicago Limited Partnership's mortgage note dated August
2, 1986 is approximately $31.0 million.

The interest rates on the principal balances of the original mortgage
loans will be reduced to 8.85% per annum from 10.0% per annum for the period
from December 1, 1997 through November 30, 1998 and to 8.85% per annum from
10.25% from December 1, 1998 through maturity.

Through November 30, 1999, the restructured loans require the payment
of interest only each quarter in arrears. From December 1, 1999 to November 30,
2006 the loans require blended payments of principal and interest each quarter
in arrears in such amount necessary to repay the principal balance of each note
(together with interest at the fixed interest rate) on the basis of a 25 year
amortization schedule. On the maturity date, the entire principal balance plus
all accrued and unpaid interest will be due and payable.

The prepayment provisions have been amended. Under the terms and
conditions of this restructuring, the prepayment penalty for the Chicago loan
has been reinstated except in the case of a repayment resulting from a sale to a
third party. The termination date for the prepayment penalty for the St. Francis
loan generally has been extended to the year 2006 from the year 2001. With
respect to an Hotel sale to a third party, however, there will be no prepayment
penalty if the sale occurs after August 31, 2001.

ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.

10. Second Restructuring Agreement with Teacher Retirement System
of Texas dated May 27, 1997.

99. Press release issued on June 2, 1997.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.

WESTIN HOTELS LIMITED PARTNERSHIP
(a Delaware limited partnership)

By: WESTIN REALTY CORP.,
Its sole General Partner

By: /s/ Richard Mahoney
-----------------------------------
Richard Mahoney, Director,
Vice President, Chief Financial
Officer and Treasurer
DATE: June 12, 1997

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SECOND RESTRUCTURING AGREEMENT

This SECOND RESTRUCTURING AGREEMENT (the "Agreement") is entered into
as of May 27, 1997 by and among TEACHER RETIREMENT SYSTEM OF TEXAS ("TRS"),
WESTIN HOTEL COMPANY ("Westin"), WESTIN REALTY CORP. ("Westin Realty"), ST.
FRANCIS HOTEL CORPORATION ("St. Francis Hotel Corporation"), THE WESTIN ST.
FRANCIS LIMITED PARTNERSHIP ("St. Francis Hotel Partnership"), 909 NORTH
MICHIGAN AVENUE CORPORATION ("Chicago Hotel Corporation"), THE WESTIN CHICAGO
LIMITED PARTNERSHIP ("Chicago Hotel Partnership") and WESTIN HOTELS LIMITED
PARTNERSHIP ("WHLP," and together with Westin, Westin Realty, St. Francis Hotel
Corporation, St. Francis Hotel Partnership, Chicago Hotel Corporation and
Chicago Hotel Partnership, collectively, the "Westin Parties").

R E C I T A L S

A. On or about August 21, 1986, TRS made a loan (the "St. Francis
Loan") to St. Francis Hotel Corporation in the principal amount of $83,325,000.
The St. Francis Loan is evidenced by that certain Promissory Note dated as of
August 21, 1986, by St. Francis Hotel Corporation in favor of TRS, as amended by
that certain First Amendment To Promissory Note dated as of June 2, 1994 and by
that certain Second Amendment to Promissory Note of even date herewith (as
further amended from time to time, the "St. Francis Note"), and is secured by a
first-priority, properly recorded lien on The Westin St. Francis (the "St.
Francis Hotel") and other Mortgaged Property (as defined in the St. Francis Deed
of Trust, as hereinafter defined) pursuant to that certain Deed Of Trust,
Financing Statement, Security Agreement And Fixture Filing (With Assignment Of
Rents And Leases) dated as of August 21, 1986, by St. Francis Hotel Corporation,
as Trustor, to Transnation Title Insurance Company (formerly known as
Transamerica Title Insurance Company), as Trustee (the "Trustee") for the
benefit of TRS, as Beneficiary, as amended by that certain First Amendment To
Deed Of Trust, Financing Statement, Security Agreement And Fixture Filing (With
Assignment Of Rents And Leases) dated as of June 2, 1994 and by that certain
Second Amendment to Deed of Trust, Financing Statement, Security Agreement and
Fixture Filing of even date herewith (as further amended from time to time, the
"St. Francis Deed of Trust"). The St. Francis Note, the St. Francis Deed of
Trust and all other Loan Documents (as defined in the St. Francis Deed of Trust)
shall hereinafter be referred to as the "St. Francis Loan Documents."

B. On or about August 21, 1986, TRS made a loan (the "Chicago Loan,"
and together with the St. Francis Loan, collectively, the "Loans") to Chicago
Hotel Corporation in the principal amount of $32,825,000. The Chicago Loan is
evidenced by that certain Promissory Note dated as of August 21, 1986, by
Chicago Hotel Corporation in favor of TRS, as amended by that certain First
Amendment To Promissory Note dated as of June 2, 1994 and by that certain Second
Amendment to Promissory Note of even date herewith (as further amended from time
to time, the "Chicago Note"), and is secured by a first-priority, properly
recorded lien on The

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Westin Hotel, Chicago (the "Chicago Hotel," and together with the St. Francis
Hotel, collectively, the "Hotels") and other Premises (as defined in the
Mortgage, as defined below) pursuant to that certain Mortgage and Security
Agreement by Chicago Hotel Corporation, as Mortgagor, in favor of TRS, as
Mortgagee, as amended by that certain First Amendment To Mortgage And Security
Agreement dated as of June 2, 1994 and by that certain Second Amendment to
Mortgage and Security Agreement of even date herewith (as further amended from
time to time, the "Chicago Mortgage"). The Chicago Note, the Chicago Mortgage
and all other Loan Documents (as defined in the Chicago Mortgage) shall
hereinafter be referred to as the "Chicago Loan Documents," and the St. Francis
Loan Documents and the Chicago Loan Documents shall hereinafter be collectively
referred to as the "Loan Documents."

C. Contemporaneously with the making of the St. Francis Loan, pursuant
to that certain Agreement for the Contribution of Assets and the Transfer of
Limited Partnership Interests dated as of August 28, 1986, between St. Francis
Hotel Corporation and St. Francis Hotel Partnership, St. Francis Hotel
Corporation transferred all of its right, title and interest in and to the St.
Francis Hotel and the other Property (as defined therein) to St. Francis Hotel
Partnership. As the assignee of St. Francis Hotel Corporation, St. Francis Hotel
Partnership became subject to all of the provisions of the St. Francis Note, the
St. Francis Deed of Trust and the other St. Francis Loan Documents in the same
capacity as St. Francis Hotel Corporation, and consequently became jointly and
severally liable with St. Francis Hotel Corporation for all of St. Francis Hotel
Corporation's obligations and liabilities under the St. Francis Note, the St.
Francis Deed of Trust and the other St. Francis Loan Documents. St. Francis
Hotel Corporation and St. Francis Hotel Partnership shall hereinafter be
referred to individually and collectively as the "St. Francis Debtor."

D. Contemporaneously with the making of the Chicago Loan, pursuant to
that certain Agreement for the Contribution of Assets and the Transfer of
Limited Partnership Interests dated as of August 28, 1986, between Chicago Hotel
Corporation and Chicago Hotel Partnership, Chicago Hotel Corporation transferred
all of its right, title and interest in and to the Chicago Hotel and the other
Property (as defined therein) to Chicago Hotel Partnership. As the assignee of
Chicago Hotel Corporation, Chicago Hotel Partnership became subject to all of
the provisions of the Chicago Note, the Chicago Mortgage and the other Chicago
Loan Documents in the same capacity as Chicago Hotel Corporation, and
consequently became jointly and severally liable with Chicago Hotel Corporation
for all of Chicago Hotel Corporation's obligations and liabilities under the
Chicago Note, the Chicago Mortgage and the other Chicago Loan Documents. Chicago
Hotel Corporation and Chicago Hotel Partnership shall hereinafter be
individually and collectively referred to as the "Chicago Debtor."

E. Pursuant to that certain Amended and Restated Management Agreement
among Westin, St. Francis Hotel Corporation, St. Francis Hotel Partnership and
WHLP dated as of August 21, 1986 (the "Original St. Francis Management
Agreement," and as amended from time to time, the "St. Francis Management
Agreement"), and that certain Amended and Restated Management Agreement among
Westin, Chicago Hotel Corporation, Chicago Hotel Partnership

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and WHLP dated as of August 21, 1986 (the "Original Chicago Management
Agreement," and as amended from time to time, the "Chicago Management
Agreement," and together with the St. Francis Management Agreement,
collectively, the "Management Agreements"), Westin, among other things, manages
the operations of the St. Francis Hotel and the Chicago Hotel, respectively.

F. St. Francis Hotel Corporation is the sole general partner of St.
Francis Hotel Partnership, and Chicago Hotel Corporation is the sole general
partner of Chicago Hotel Partnership. Each of St. Francis Hotel Corporation and
Chicago Hotel Corporation is a wholly-owned subsidiary of Westin. In addition,
Westin Realty, a wholly-owned subsidiary of Westin, is the sole general partner
of WHLP, which in turn is the sole limited partner of each of St. Francis Hotel
Partnership and Chicago Hotel Partnership.

G. The Parties hereto are also parties to a Restructuring Agreement
dated as of June 2, 1994 (the "First Restructuring Agreement") which provided
for various modifications to the Loans.

H. The parties hereto previously executed a Term Sheet dated April 16,
1997 which set forth certain parameters of a second restructuring (the
"Restructuring") more particularly described in this Agreement and the other
Restructuring Documents (as hereinafter defined), pursuant to which, among other
things, (i) TRS has agreed, subject to the terms and conditions set forth in the
applicable Restructuring Documents, to (i) reduce the interest rates on the St.
Francis Loan and the Chicago Loan, (ii) amend the prepayment provisions of those
Loans, (iii) extend the maturity date of each Loan, and (iv) modify the
amortization requirements of each Loan. This Agreement supercedes the Term Sheet
in its entirety.

A G R E E M E N T

NOW, THEREFORE, in consideration of the foregoing recitals and the
agreements, promises and covenants set forth below and for other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows:

1. Definitions. As used in this Agreement, the following terms shall
have the respective meanings set forth below:

1.1 "Restructuring Documents" shall mean (i) all of the agreements
referenced in clauses (i) through (vi) of the first sentence of Section 2
hereof; and (ii) all other agreements, instruments, authorizations, and
documents executed or to be executed in connection with any of the foregoing or
any of the transactions contemplated thereby, as each of the foregoing
agreements, instruments, authorizations and documents may be amended, restated,
supplemented or otherwise modified from time to time.

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2. Effectiveness of Restructuring Documents Executed by TRS.
Contemporaneously with the execution of this Agreement, TRS has executed the
following Restructuring Documents: (i) that certain Second Amendment to
Promissory Note of even date herewith among St. Francis Hotel Corporation and
St. Francis Hotel Partnership, as Maker, and TRS, as Holder, (ii) that certain
Second Amendment To Deed Of Trust, Financing Statement, Security Agreement And
Fixture Filing (With Assignment Of Rents And Leases) of even date herewith among
St. Francis Hotel Corporation and the St. Francis Hotel Partnership, as Trustor,
TRS, as Beneficiary, and Transamerica Title Insurance Company, as Trustee for
the benefit of TRS ("Second Amendment to St. Francis Deed of Trust"), (iii) that
certain Second Amendment to Assignment of Leases, Assignment of Management
Agreement and Subordination of Management Agreement of even date herewith among
TRS, Westin, WHLP, St. Francis Hotel Corporation and St. Francis Hotel
Partnership, (iv) that certain Second Amendment to Promissory Note of even date
herewith among Chicago Hotel Corporation and Chicago Hotel Partnership, as
Maker, and TRS, as Holder, (v) that certain Second Amendment to Mortgage and
Security Agreement of even date herewith among Chicago Hotel Corporation and
Chicago Hotel Partnership, as Mortgagor, and TRS, as Mortgagee ("Second
Amendment to Chicago Mortgage"), and (vi) that certain Second Amendment to
Assignment of Rents and Leases, Assignment of Management Agreement and
Subordination of Management Agreement of even date herewith among TRS, Westin,
WHLP, Chicago Hotel Corporation and Chicago Hotel Partnership. The foregoing
Restructuring Documents executed by TRS shall become effective on the date (the
"Effective Date") on which the following conditions have been satisfied (as
determined by TRS in its sole discretion):

2.1 Documents. TRS shall have received, in form and substance
satisfactory to TRS and its counsel, fully executed originals of each of the
Restructuring Documents executed by all other parties thereto.

2.2 Corporate and Partnership Action of the Westin Parties. TRS shall
have received, in form and substance satisfactory to TRS and its counsel:

(a) certified copies of all corporate or partnership
action taken by each of the Westin Parties to authorize the
execution, delivery and performance of this Agreement and the other
Restructuring Documents to which such Westin Party is a signatory;

(b) a certificate of incumbency with respect to the
officers of each Westin Party authorized and directed to execute
and deliver this Agreement and the other Restructuring Documents to
which such Westin Party is a signatory;

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organizational or governing documents of each of the Westin
Parties, as amended through the date hereof;

(d) certificate(s) of good standing for each of the
Westin Parties from the appropriate authority in its jurisdiction
of incorporation or formation and in California and Illinois.

2.3 Consents. TRS shall have received all of the consents necessary, in
the opinion of TRS and its counsel, to accomplish the transactions contemplated
by this Agreement and the other Restructuring Documents.

2.4 Officer's Certificate. TRS shall have received, as an inducement to
TRS to enter into this Agreement and the other Restructuring Documents, a
certificate of St. Francis Hotel Corporation and St. Francis Hotel Partnership,
in the case of the St. Francis Loan Documents, and Chicago Hotel Corporation and
Chicago Hotel Partnership, in the case of the Chicago Loan Documents, in each
case executed by a designated officer of such entity reasonably acceptable to
TRS and dated the date hereof, certifying to the best of such person's knowledge
that as of such date:

(a) no Event of Default (as defined in the St. Francis
Deed of Trust or the Chicago Mortgage, as applicable) has occurred
and is continuing under any of the St. Francis Loan Documents or
the Chicago Loan Documents, as applicable; and

(b) the representations and warranties of the Chicago
Debtor or the St. Francis Debtor, as applicable, contained in this
Agreement, the other Restructuring Documents and the Loan Documents
to which the Chicago Debtor or the St. Francis Debtor, as
applicable, is a party, and in any certificate, document or
financial or other statement furnished by the Chicago Debtor or the
St. Francis Debtor, as applicable, are true and correct.

2.5 Financing Fee. The Chicago Debtor and the St. Francis Debtor shall
have paid TRS a single financing fee in the amount of $200,000 (the "Financing
Fee"), payable in cash on the Effective Date.

2.6 Payment of Professional Fees and Other Expenses. The Chicago Debtor
and the St. Francis Debtor shall have paid in full (i) all reasonable fees,
expenses and disbursements of Latham & Watkins for which invoices have been
submitted to them on or before the Effective Date, (ii) all title insurance fees
incurred in connection with the title insurance described in Section 2.9, (iii)
appraisal fees and (iv) all recording and other expenses incurred by TRS in
connection herewith. This condition precedent shall not derogate from the
continuing obligations of the Chicago Debtor and the St. Francis Debtor under
the applicable

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indemnification and reimbursement provisions of the Chicago Mortgage and the St.
Francis Deed of Trust.

2.7 Documentation and Proceedings. All corporate, partnership and
other legal proceedings and all instruments in connection with the transactions
contemplated by this Agreement and the other Restructuring Documents shall be
satisfactory in form and substance to TRS and its counsel, and TRS shall have
received all information and copies of all documents, including records of
corporate and partnership proceedings, governmental approvals and incumbency
certificates which it may have reasonably requested in connection with the
transactions contemplated by this Agreement and the other Restructuring
Documents, such documents where appropriate to be certified by proper officers.

2.8 Legal Opinions. TRS shall have received the opinion of the Westin
Parties' Illinois local counsel, California local counsel and Delaware local
counsel addressed to TRS, and such other opinions of counsel as TRS may
reasonably request, in each case, in form and substance satisfactory to TRS and
its counsel.

2.9 Title Insurance. TRS shall have received title insurance policies
(or endorsements to the existing title insurance policies), in form and
substance satisfactory to TRS and its counsel, issued by title insurance
companies satisfactory to TRS, with endorsements satisfactory to TRS (i) showing
the St. Francis Deed of Trust and the Chicago Mortgage to be a first and prior
lien or charge upon the Mortgaged Property (as defined in the St. Francis Deed
of Trust) and the Premises (as defined in the Chicago Mortgage), respectively,
(ii) bringing the existing title insurance policies in favor of TRS to date and
(iii) insuring the Second Amendment to St. Francis Deed of Trust and the Second
Amendment to Chicago Mortgage, respectively.

2.10 FF&E Escrow Agreements. The Chicago Hotel Partnership, TRS, and
American National Bank & Trust Company of Chicago, as Escrow Agent ("ANB") are
parties to that certain Chicago FF&E Escrow Agreement dated as of June 2, 1994.
The St. Francis Hotel Partnership, TRS, and Wells Fargo Bank, as Escrow Agent
are parties to that certain St. Francis FF&E Escrow Agreement dated as of June
2, 1994. (The Chicago FF&E Escrow Agreement and the St. Francis FF&E Escrow
Agreement are collectively referred to herein as the "Escrow Agreements.") The
parties agree that the Escrow Agreements shall remain in full force and effect
so long as the indebtedness owed to TRS pursuant to the Loans remains
outstanding. All references in either of the Escrow Agreements to the St.
Francis Note, the St. Francis Deed of Trust, the Chicago Note, the Chicago
Mortgage, or any other document affected by this Agreement or any of the
Restructuring Documents shall after the Effective Date be deemed to be a
reference to such document as amended in connection with this Agreement. The
parties agree that within 10 days after the Effective Date, they shall cooperate
to send the Escrow Agents under the Escrow Agreements a joint notification of
this Agreement substantially in the form of Exhibits B-1 and B-2 hereto.

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2.11 Additional Matters. All other documents and legal matters in
connection with the transactions contemplated by this Agreement and the other
Restructuring Documents shall be satisfactory in form and substance to TRS and
its counsel.

3. Disbursement of Escrowed Funds. The Westin Parties agree that on
the Effective Date, the $250,000 ("Escrowed Funds") previously deposited by the
St. Francis Hotel Partnership and the Chicago Hotel Partnership with TRS
pursuant to the terms of the Term Sheet shall be disbursed as follows:

a. $200,000 shall be paid to TRS as payment for the
Financing Fee as provided in Section 2.5.

b. An amount equal to the fees and expenses payable as
of the Effective Date pursuant to Section 2.6 shall
be paid to TRS or as TRS may direct.

c. The balance of the Escrowed Funds, if any, and any
interest earned on the Escrowed Funds shall be
disbursed to, WHLP, which entity shall be responsible
for any tax liabilities owed on the interest paid to
WHLP.

4. Consents.

4.1 Subject to satisfaction of the conditions to effectiveness set
forth in Section 6, Westin hereby consents to the execution and delivery by the
parties thereto of the Restructuring Documents referenced in Section 2 hereof.

5. Release of Guarantees. Upon the Effective Date, all obligations of
Westin to TRS pursuant to that certain Payment Guaranty and Reimbursement
Agreement (St. Francis Loan) dated June 2, 1994 by Westin in favor of TRS (the
"Westin St. Francis Guaranty") and that certain Payment Guaranty and
Reimbursement Agreement (Chicago Loan) dated June 2, 1994 by Westin in favor of
TRS (the "Westin Chicago Guaranty"), in each case executed by Westin, shall
terminate and thereafter be null and void.

6. Effectiveness of Restructuring Documents Executed by the Westin
Parties. Contemporaneously with the execution of this Agreement, each of the
Westin Parties has executed the Restructuring Documents to which it is a party.
Those Restructuring Documents shall become effective on the Effective Date upon
TRS's execution and delivery of the Restructuring Documents referenced in
Section 2 hereof.

7. Representations and Warranties.

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7.1 Representations and Warranties by the St. Francis Debtor. To induce
TRS to enter into this Agreement and the other applicable Restructuring
Documents, each of St. Francis Hotel Corporation and St. Francis Hotel
Partnership jointly and severally represents and warrants to TRS that as of the
Effective Date:

(a) Reaffirmation. All of the covenants, representations,
warranties and agreements made by St. Francis Hotel Corporation and
St. Francis Hotel Partnership in each of the St. Francis Loan
Documents are hereby reaffirmed and ratified in all respects (as if
St. Francis Hotel Partnership were a signatory to each of the St.
Francis Loan Documents in the same capacity as St. Francis Hotel
Corporation), and all such covenants, representations, warranties
and agreements shall have the same force and effect as if each were
separately stated herein and made as of the date hereof (and as if
St. Francis Hotel Partnership were a signatory to each of the St.
Francis Loan Documents in the same capacity as St. Francis Hotel
Corporation).

(b) Corporate/Partnership Existence. Each of St. Francis Hotel
Corporation and St. Francis Hotel Partnership (i) is duly
organized, validly existing and in good standing under the laws of
the jurisdiction of its incorporation or formation, (ii) has the
corporate or partnership power and authority to own and operate its
property, to lease the property it operates as lessee and to
conduct the business in which it is currently engaged, and (iii) is
duly qualified as a foreign corporation or a foreign partnership,
as applicable, and is in good standing under the laws of each
jurisdiction where its ownership, lease or operation of property or
the conduct of its business requires such qualification.

(c) Corporate Power; Authorization; Enforceable Obligations.
Each of St. Francis Hotel Corporation and St. Francis Hotel
Partnership has the corporate or partnership power and authority to
execute, deliver and perform this Agreement, the other
Restructuring Documents and all other agreements or documents
executed or to be executed by it in connection herewith or
therewith, and has taken all necessary corporate or partnership
action to authorize the execution, delivery and performance of this
Agreement, the other Restructuring Documents and all other
agreements or documents executed or to be executed by it in
connection herewith or therewith. No consent or authorization of,
filing with or other act by or in respect of any governmental
authority or any other person or entity (except as heretofore

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obtained) is required in connection with the execution, delivery,
performance, validity or enforceability of this Agreement, the
other Restructuring Documents or the other agreements or documents
executed or to be executed by it in connection herewith or
therewith. Each of the St. Francis Loan Documents, this Agreement,
the other Restructuring Documents to which St. Francis Hotel
Corporation or St. Francis Hotel Partnership is a party and any
other agreement or document executed or to be executed by St.
Francis Hotel Corporation or St. Francis Hotel Partnership in
connection herewith or therewith constitutes the legal, valid and
binding obligations of St. Francis Hotel Corporation and St.
Francis Hotel Partnership enforceable against each of them in
accordance with its respective terms, except as limited by
insolvency and other laws affecting the rights of creditors
generally.

(d) No Bar. The execution, delivery and performance of this
Agreement, the other Restructuring Documents to which St. Francis
Hotel Corporation and/or St. Francis Hotel Partnership is a party
and any other agreement or document executed or to be executed by
either of them in connection herewith or therewith will not result
in (i) a violation of or a conflict with any provision of the
certificate or articles of incorporation, by-laws, partnership
agreement, as applicable, or any other organizational or governing
documents of St. Francis Hotel Corporation or St. Francis Hotel
Partnership, (ii) a breach of, or a default under, any term or
provision of any contract, agreement, indebtedness, lease,
encumbrance, commitment, license, franchise, permit, authorization
or concession to which either St. Francis Hotel Corporation or St.
Francis Hotel Partnership is a party or by which it or any of its
property is bound, or (iii) a violation by either of St. Francis
Hotel Corporation or St. Francis Hotel Partnership of any law, rule
or regulation or order, judgment, decree or other determination of
any court, any other governmental authority or any arbitrator, in
each case applicable to it or any of its property or to which it or
any of its property is subject.

(e) No Default. There are no (i) Events of Default (as defined
in the St. Francis Deed of Trust) under any of the St. Francis Loan
Documents, (ii) events which with notice or lapse of time or both
would constitute any such Events of Default, or (iii) other
defaults under any of the Loan Documents or Restructuring
Documents.

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(f) Obligations. The outstanding principal amount of the
Obligations (as defined in the St. Francis Deed of Trust) as of May
27, 1997 is not less than $91,454,410.86. All of the Obligations
are validly existing and enforceable obligations of the St. Francis
Debtor enforceable in accordance with their respective terms to TRS
or to the Trustee for the benefit of TRS. There are no claims,
counterclaims, defenses (personal or otherwise) or rights of
setoff, recoupment, offset or reduction of any kind or nature to
any of the Obligations or otherwise arising under any of the St.
Francis Loan Documents.

(g) Liens. Pursuant to the St. Francis Loan Documents
(including, without limitation, the granting clauses in the St.
Francis Deed of Trust), each of St. Francis Hotel Corporation and
St. Francis Hotel Partnership (as if a signatory to each of the St.
Francis Loan Documents in the same capacity as St. Francis Hotel
Corporation) granted to TRS or to the Trustee for the benefit of
TRS first-priority liens and security interests in and on all of
the Mortgaged Property (as defined in the St. Francis Deed of
Trust) now owned or hereafter acquired by either or both of St.
Francis Hotel Corporation and St. Francis Hotel Partnership. All of
the liens and security interests granted to TRS or the Trustee for
the benefit of TRS (i) are valid, perfected, binding and
enforceable, (ii) are first-priority liens and security interests,
(iii) secure all of the Obligations, (iv) attach to substantially
all of the real and personal property now owned or hereafter
acquired by St. Francis Hotel Corporation and St. Francis Hotel
Partnership, respectively, and (v) are hereby renewed, extended,
ratified and confirmed by St. Francis Hotel Corporation and St.
Francis Hotel Partnership, respectively, in all respects.

(h) St. Francis Management Agreement. The Original St. Francis
Management Agreement, as amended by the First Amendment to St.
Francis Management Agreement, has not been otherwise amended or
modified and is in full force and effect. There are no Events of
Termination (as defined in the St. Francis Management Agreement) or
other defaults under the St. Francis Management Agreement by any
party thereto.

7.2 Representations and Warranties of the Chicago Debtor. To induce TRS
to enter into this Agreement and the other applicable Restructuring Documents,
each of Chicago Hotel

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Corporation and Chicago Hotel Partnership jointly and severally represents and
warrants to TRS that as of the Effective Date:

(a) Reaffirmation. All of the covenants, representations,
warranties and agreements made by Chicago Hotel Corporation and
Chicago Hotel Partnership in each of the Chicago Loan Documents are
hereby reaffirmed and ratified in all respects (as if Chicago Hotel
Partnership were a signatory to each of the Chicago Loan Documents
in the same capacity as Chicago Hotel Corporation), and all such
covenants, representations, warranties and agreements shall have
the same force and effect as if each were separately stated herein
and made as of the date hereof (and as if Chicago Hotel Partnership
were a signatory to each of the Chicago Loan Documents in the same
capacity as Chicago Hotel Corporation).

(b) Corporate/Partnership Existence. Each of Chicago Hotel
Corporation and Chicago Hotel Partnership (i) is duly organized,
validly existing and in good standing under the laws of the
jurisdiction of its incorporation or formation, (ii) has the
corporate or partnership power and authority to own and operate its
property, to lease the property it operates as lessee and to
conduct the business in which it is currently engaged, and (iii) is
duly qualified as a foreign corporation or a foreign partnership,
as applicable, and is in good standing under the laws of each
jurisdiction where its ownership, lease or operation of property or
the conduct of its business requires such qualification.

(c) Corporate Power; Authorization; Enforceable Obligations.
Each of Chicago Hotel Corporation and Chicago Hotel Partnership has
the corporate or partnership power and authority to execute,
deliver and perform this Agreement, the other Restructuring
Documents and all other agreements or documents executed or to be
executed by it in connection herewith or therewith, and has taken
all necessary corporate or partnership action to authorize the
execution, delivery and performance of this Agreement, the other
Restructuring Documents and all other agreements or documents
executed or to be executed by it in connection herewith or
therewith. No consent or authorization of, filing with or other act
by or in respect of any governmental authority or any other person
or entity (except as heretofore obtained) is required in connection
with the execution, delivery, performance, validity or
enforceability of this Agreement, the other

14
<PAGE> 12
Restructuring Documents or the other agreements or documents
executed or to be executed by it in connection herewith or
therewith. Each of the Chicago Loan Documents, this Agreement, the
other Restructuring Documents to which Chicago Hotel Corporation or
Chicago Hotel Partnership is a party and any other agreement or
document executed or to be executed by Chicago Hotel Corporation or
Chicago Hotel Partnership in connection herewith or therewith
constitutes the legal, valid and binding obligations of Chicago
Hotel Corporation and Chicago Hotel Partnership enforceable against
each of them in accordance with its respective terms, except as
limited by insolvency and other laws affecting the rights of
creditors generally.

(d) No Bar. The execution, delivery and performance of this
Agreement, the other Restructuring Documents to which Chicago Hotel
Corporation and/or Chicago Hotel Partnership is a party and any
other agreement or document executed or to be executed by either of
them in connection herewith or therewith will not result in (i) a
violation of or a conflict with any provision of the certificate or
articles of incorporation, by-laws, partnership agreement, as
applicable, or any other organizational or governing documents of
Chicago Hotel Corporation or Chicago Hotel Partnership, (ii) a
breach of, or a default under, any term or provision of any
contract, agreement, indebtedness, lease, encumbrance, commitment,
license, franchise, permit, authorization or concession to which
either Chicago Hotel Corporation or Chicago Hotel Partnership is a
party or by which it or any of its property is bound, or (iii) a
violation by either of Chicago Hotel Corporation or Chicago Hotel
Partnership of any law, rule or regulation or order, judgment,
decree or other determination of any court, any other governmental
authority or any arbitrator, in each case applicable to it or any
of its property or to which it or any of its property is subject.

(e) No Default. There are no (i) defaults under any of the
Chicago Loan Documents, (ii) events which with notice or lapse of
time or both would constitute any such defaults, or (iii) other
defaults under any of the Loan Documents or Restructuring
Documents.

(f) Obligations. The outstanding principal amount of the
indebtedness secured by (and defined in) the Chicago Mortgage as of
May 27, 1997 is not less than $31,027,500.08. All of the

15
<PAGE> 13
indebtedness secured by the Chicago Mortgage constitutes validly
existing and enforceable obligations of the Chicago Debtor
enforceable in accordance with their respective terms to TRS. There
are no claims, counterclaims, defenses (personal or otherwise) or
rights of setoff, recoupment, offset or reduction of any kind or
nature to any of the indebtedness secured by the Chicago Mortgage
or otherwise arising under any of the Chicago Loan Documents.

(g) Liens. Pursuant to the Chicago Loan Documents (including,
without limitation, the granting clauses in the Chicago Mortgage),
each of Chicago Hotel Corporation and Chicago Hotel Partnership (as
if a signatory to each of the Chicago Loan Documents in the same
capacity as Chicago Hotel Corporation) granted to TRS
first-priority liens and security interests in and on all of the
Mortgaged Property (as defined in the Mortgage) now owned or
hereafter acquired by either or both of Chicago Hotel Corporation
and Chicago Hotel Partnership. All of the liens and security
interests granted to TRS (i) are valid, perfected, binding and
enforceable, (ii) are first-priority liens and security interests,
(iii) secure all of the indebtedness (as defined in the Chicago
Mortgage), (iv) attach to substantially all of the real and
personal property now owned or hereafter acquired by Chicago Hotel
Corporation and Chicago Hotel Partnership, respectively, and (v)
are hereby renewed, extended, ratified and confirmed by Chicago
Hotel Corporation and Chicago Hotel Partnership, respectively, in
all respects.

(h) Chicago Management Agreement. The Original Chicago
Management Agreement, as amended by the First Amendment to Chicago
Management Agreement, has not been otherwise amended or modified
and is in full force and effect. There are no Events of Termination
(as defined in the Chicago Management Agreement) or other defaults
under the Chicago Management Agreement by any party thereto.

7.3 Representations and Warranties by Westin, Westin Realty and WHLP.
To induce TRS to enter into this Agreement and the other applicable
Restructuring Documents, each of Westin, Westin Realty and WHLP hereby severally
represents and warrants to TRS that as of the Effective Date:

(a) Corporate/Partnership Existence. It (i) is duly organized,
validly existing and in good standing under the laws of

16
<PAGE> 14
the jurisdiction of its incorporation or formation, (ii) has the
corporate or partnership power and authority to own and operate its
property, to lease the property it operates as lessee and to
conduct the business in which it is currently engaged, and (iii) is
duly qualified as a foreign corporation or a foreign partnership,
as applicable, and is in good standing under the laws of each
jurisdiction where its ownership, lease or operation of property or
the conduct of its business requires such qualification.

(b) Corporate/Partnership Power; Authorization; Enforceable
Obligations. It has the corporate or partnership power and
authority to execute, deliver and perform this Agreement, the other
Restructuring Documents to which it is a party and any other
agreements or documents executed or to be executed by it in
connection herewith or therewith, and has taken all necessary
corporate or partnership action to authorize the execution,
delivery and performance of this Agreement, the other Restructuring
Documents and any other agreements or documents executed or to be
executed by it in connection herewith or therewith. No consent or
authorization of, filing with or other act by or in respect of any
governmental authority or any other person or entity (except as
heretofore obtained) is required in connection with the execution,
delivery, performance, validity or enforceability of this
Agreement, the other Restructuring Documents to which it is a party
or any other agreement or document executed or to be executed by it
in connection herewith or therewith. This Agreement, the other
Restructuring Documents to which it is a party and any other
agreement or document executed or to be executed by it in
connection herewith or therewith constitute legal, valid and
binding obligations of it enforceable against it in accordance with
their respective terms, except as limited by insolvency and other
laws affecting the rights of creditors generally.

(c) No Bar. The execution, delivery and performance of this
Agreement, the other Restructuring Documents to which it is a party
and any other agreement or document executed or to be executed by
it in connection herewith or therewith will not result in (i) a
violation of or a conflict with any provision of its certificate or
articles of incorporation, by-laws, partnership agreement, as
applicable, or any other of its organizational or governing
documents, (ii) a breach of, or a default under, any term or
provision of any contract, agreement, indebtedness, lease,
encumbrance, commitment, license, franchise, permit,

17
<PAGE> 15
authorization or concession to which it is a party or by which it
or any of its property is bound, or (iii) a violation by it of any
law, rule or regulation or order, judgment, decree or other
determination of any court, any other governmental authority or any
arbitrator, in each case applicable to it or any of its property or
to which it or any of its property is subject.

(d) No Defaults. There are no defaults by it under any of the
Loan Documents or Restructuring Documents to which it is a party.

7.4 Additional Representations and Warranties by Westin and WHLP. To
induce TRS to enter into this Agreement and the applicable Restructuring
Documents, each of Westin and WHLP hereby severally represents and warrants to
TRS (and in the case of Section 7.4 (c), Westin, but not WHLP, represents and
warrants to TRS) that as of the Effective Date:

(a) Reaffirmation. All of the covenants, representations,
warranties and agreements made by it in each of the Loan Documents
to which it is a party are hereby reaffirmed and ratified in all
respects, and all such covenants, representations, warranties and
agreements shall have the same force and effect as if each were
separately stated herein and made as of the date hereof.

(b) Management Agreements. Each of the Original St. Francis
Management Agreement, as amended by the First Amendment to St.
Francis Management Agreement, and the Original Chicago Management
Agreement, as amended by the First Amendment to Chicago Management
Agreement, has not been otherwise amended or modified, and is in
full force and effect. There are no Events of Termination (as
defined in the St. Francis Management Agreement) or Events of
Termination (as defined in the Chicago Management Agreement) or
other defaults under the St. Francis Management Agreement or the
Chicago Management Agreement by any party thereto.

(c) No Liability As Maker of Notes. Westin is not liable,
directly or indirectly, under the St. Francis Note or the Chicago
Note, or for the St. Francis Loan or the Chicago Loan as a maker
(accommodation or otherwise) thereof or as a general partner of The
Westin St. Francis Limited Partnership or The Westin Chicago
Limited Partnership.

18
<PAGE> 16
8. Covenants.

8.1 Covenants by St. Francis Debtor and Chicago Debtor.

(a) Payment of Professional Fees. In accordance with (and
without limiting the generality of) the applicable provisions of
the St. Francis Deed of Trust or the Chicago Mortgage, as
applicable, each of the St. Francis Debtor and the Chicago Debtor
hereby agrees to pay one-half of the reasonable fees, expenses and
disbursements of Latham & Watkins, as TRS's counsel, incurred in
connection with, or in anticipation of, the Restructuring,
including, without limitation, all reasonable fees, expenses and
disbursements incurred in connection with the negotiation and
preparation of the Restructuring Documents and the review of the
Loan Documents in connection therewith. All of such fees, expenses
and disbursements for which an invoice has been submitted to the
St. Francis Debtor or the Chicago Debtor, as applicable, on or
before the Effective Date shall be paid on the Effective Date, and
any such fees, expenses and disbursements for which an invoice is
submitted after the Effective Date shall be paid on or before the
thirtieth (30th) day after the St. Francis Debtor's or the Chicago
Debtor's receipt of such invoice.

19
<PAGE> 17
8.2 Covenants by Westin.

(a) Compliance with the St. Francis Deed of Trust and the
Chicago Mortgage. Unless TRS otherwise consents in writing, Westin
agrees (i) to promptly provide TRS, upon request by TRS, with all
documents and information supplied by Westin under either
Management Agreement; (ii) to meet with representatives of TRS to
review any proposed Operating Plan and Budget (as defined in either
Management Agreement) prior to finalization of same or to review
any Proposed Capital Plan (as defined in the St. Francis Deed of
Trust or the Chicago Mortgage) and to consider in good faith any
objections, comments, proposals or questions which TRS may have
concerning any such proposed Operating Plan and Budget or any such
Proposed Capital Plan, as applicable, and to provide any
information or documentation reasonably requested by TRS in
connection with its review of any such proposed Operating Plan and
Budget or any such Proposed Capital Plan or any request by the St.
Francis Debtor or the Chicago Debtor to deviate from the applicable
Capital Plan (as defined in the St. Francis Deed of Trust or the
Chicago Mortgage); (iii) not to accept or otherwise receive (and to
cause its affiliates not to accept or otherwise receive) directly
or indirectly from the St. Francis Debtor or the Chicago Debtor any
payments, distributions, or other transfers of property of any kind
(whether monetary or nonmonetary) that are prohibited by Section
2.13 of the St. Francis Deed of Trust or Paragraph 36 of the
Chicago Mortgage, as applicable, and to the extent, notwithstanding
the foregoing, Westin or any of its affiliates accepts or otherwise
receives any such prohibited payment, distribution or other
transfer, Westin will (or will cause the applicable affiliate to)
immediately deliver same (subject at all times to TRS's lien
thereon) to the applicable St. Francis Debtor or Chicago Debtor,
and (iv) in the event any Chicago Debtor or St. Francis Debtor is
the subject of a bankruptcy case, not to make (or cause any of its
affiliates to make) any loans or other extensions of credit to such
Debtor (or such Debtor's estate) unless such loans or extensions of
Credit are subordinate to the applicable Loan owing to TRS.

20
<PAGE> 18
8.3 Covenants by WHLP.

(a) No Acceptance of Prohibited Payments. WHLP hereby agrees
not to accept or otherwise receive directly or indirectly from the
St. Francis Debtor or the Chicago Debtor any payments,
distributions or other transfers of property of any kind (whether
monetary or nonmonetary) that are prohibited by Section 2.13 of the
St. Francis Deed of Trust or Paragraph 36 of the Chicago Mortgage,
as applicable. To the extent, notwithstanding the foregoing, WHLP
accepts or otherwise receives any such prohibited payment,
distribution, or other transfer, it will immediately deliver same
(subject at all times to TRS's lien thereon) to the applicable St.
Francis Debtor or Chicago Debtor.

8.4 Covenants by Westin Realty.

(a) No Acceptance of Prohibited Payments. Westin Realty hereby
agrees not to accept or otherwise receive directly or indirectly
from the St. Francis Debtor or the Chicago Debtor any payments,
distributions, or other transfers of property of any kind (whether
monetary or nonmonetary) that are prohibited by Section 2.13 of the
St. Francis Deed of Trust or Paragraph 36 of the Chicago Mortgage,
as applicable. To the extent, notwithstanding the foregoing, Westin
Realty accepts or otherwise receives any such prohibited payment,
distribution, or other transfer, it will immediately deliver same
(subject at all times to TRS's lien thereon) to the applicable St.
Francis Debtor or Chicago Debtor.

21
<PAGE> 19
9. Release.

9.1 EACH OF WESTIN, WESTIN REALTY, WHLP, ST. FRANCIS HOTEL CORPORATION,
ST. FRANCIS HOTEL PARTNERSHIP, CHICAGO HOTEL CORPORATION AND CHICAGO HOTEL
PARTNERSHIP, FOR ITSELF AND ITS AFFILIATES, PREDECESSORS, SUCCESSORS, SUCCESSORS
IN INTEREST AND ASSIGNS, AND ALL OF ITS AND THEIR RESPECTIVE SHAREHOLDERS,
OFFICERS, DIRECTORS, AGENTS, EMPLOYEES, COUNSEL AND REPRESENTATIVES, AND ALL
PERSONS ACTING BY, THROUGH OR UNDER CONTROL OF ANY OF THE FOREGOING (FOR
PURPOSES OF THIS SECTION 9.1, EACH IS REFERRED TO AS A "RELEASOR"), HEREBY
RELEASES, WAIVES, DISCHARGES AND COVENANTS NOT TO SUE TRS OR ANY OF ITS
PREDECESSORS, SUCCESSORS OR ASSIGNS OR ANY OF THE OFFICERS, DIRECTORS,
SHAREHOLDERS, AGENTS, COUNSEL, FINANCIAL ADVISORS, EMPLOYEES AND/OR
REPRESENTATIVES OF ANY OF THE FOREGOING (FOR PURPOSES OF THIS SECTION 9.1, EACH
IS REFERRED TO AS A "RELEASEE") WITH RESPECT TO ANY AND ALL CLAIMS, CAUSES OF
ACTION, SUITS, DAMAGES, DEMANDS, COSTS, EXPENSES, LIABILITIES AND OTHER
OBLIGATIONS OF ANY KIND WHATSOEVER, DIRECT OR INDIRECT, KNOWN OR UNKNOWN, FIXED
OR CONTINGENT, FORESEEN OR UNFORESEEN, IN LAW OR IN EQUITY (COLLECTIVELY
"CLAIMS") WHICH ANY RELEASOR NOW HAS OR WHICH MAY ARISE IN THE FUTURE AND WHICH
ARE BASED ON ACTS, OMISSIONS, FACTS, MATTERS, TRANSACTIONS OR OCCURRENCES
WHETHER OR NOT KNOWN, ARISING ON OR PRIOR TO THE DATE HEREOF, WHICH CLAIMS
RELATE TO OR ARISE FROM OR ARE OTHERWISE IN CONNECTION WITH ANY OF THE
FOLLOWING: (A) ANY RELEASEE'S ADMINISTRATION OF THE LOANS OR OTHER EXTENSIONS OF
CREDIT OR ITS CONDUCT IN CONNECTION THEREWITH; (B) THE CONDUCT OF ANY RELEASEE
DURING THE NEGOTIATION, DOCUMENTATION, EXECUTION AND DELIVERY OF ANY OF (I) THE
LOANS, (II) THE LOAN DOCUMENTS, (III) THE RESTRUCTURING DOCUMENTS, OR (IV) ANY
OTHER AGREEMENTS OR DOCUMENTS EXECUTED OR TO BE EXECUTED IN CONNECTION HEREWITH
OR WITH ANY LOAN DOCUMENT OR ANY RESTRUCTURING DOCUMENT; (C) ANY ALLEGED SPECIAL
OR FIDUCIARY RELATIONSHIP OF ANY RELEASEE TO ANY RELEASOR; (D) ANY OTHER THEORY
OF LENDER LIABILITY TO ANY RELEASOR; AND (E) ANY OTHER ACTIONS OR OMISSIONS BY
ANY RELEASEE IN CONNECTION WITH ANY OF THE LOANS, THE LOAN DOCUMENTS, THE
RESTRUCTURING DOCUMENTS OR ANY OTHER AGREEMENTS OR DOCUMENTS EXECUTED OR TO BE
EXECUTED IN CONNECTION THEREWITH OR WITH ANY LOAN DOCUMENT OR ANY RESTRUCTURING
DOCUMENT.

9.2 EACH WESTIN PARTY REPRESENTS AND WARRANTS TO TRS THAT AS OF THE
DATE HEREOF, NO RELEASOR HAS ASSIGNED ANY INTEREST IN ANY OF THE CLAIMS BEING
RELEASED HEREBY TO ANY OTHER PERSON.

22
<PAGE> 20
9.3 THE WESTIN PARTIES, FOR THEMSELVES AND THE OTHER RELEASORS, HEREBY
ACKNOWLEDGE THAT THEY HAVE BEEN ADVISED BY THEIR LEGAL COUNSEL IN CONNECTION
WITH THE GRANTING OF THIS WAIVER AND RELEASE. EACH WESTIN PARTY AGREES THAT IF
IT ASSERTS AGAINST ANY RELEASEE ANY OF THE CLAIMS RELEASED HEREIN, SUCH WESTIN
PARTY SHALL BE OBLIGATED TO PAY, IN ADDITION TO ANY OTHER DAMAGES CAUSED TO THE
RELEASEES THEREBY, ALL REASONABLE ATTORNEYS' FEES INCURRED BY THE RELEASEES IN
DEFENDING OR OTHERWISE RESPONDING TO SUCH CLAIMS.

9.4 ANY RELEASEE WHO IS NOT A PARTY TO THIS AGREEMENT SHALL HAVE THE
RIGHTS OF A THIRD PARTY BENEFICIARY WITH RESPECT TO THE PROVISIONS OF THIS
SECTION 9.

10. Prepayment Premium Illustration. The parties agree that the
example calculation of the prepayment premium attached hereto as Exhibit "A"
correctly illustrates the methodology of the calculation of the prepayment
premium provisions set forth in paragraph 6 of the Chicago Note and paragraph 6
of the St. Francis Note.

11. Cross-Default; Conflicting Provisions. Any breach of, or default
under, any of the provisions of this Agreement (including, without limitation,
any breach of any representation or warranty by any Westin Party) or any of the
other Restructuring Documents by any Westin Party shall constitute an Event of
Default under the St. Francis Loan Documents and a default under the Chicago
Loan Documents. In the event of any inconsistency between any provision in
either Management Agreement, on the one hand, and any provision in any Loan
Documents or Restructuring Documents, on the other hand, the provisions of the
Loan Documents and the Restructuring Documents shall control.

12. Miscellaneous.

12.1 Jurisdiction. The parties hereto agree that all disputes between
any of them arising out of, connected with or related to or incidental to the
relationship established between them in connection with this Agreement, and
whether arising in contract, tort, equity or otherwise, shall be resolved only
by the state or federal courts located in Cook County, Illinois, in the case of
any dispute involving the Chicago Loan, or by the state or federal courts
located in the County of San Francisco, California, in the case of any dispute
involving the St. Francis Loan, but the parties hereto acknowledge that any
appeals from those courts may have to be heard by a court located outside of
Cook County, Illinois, or County of San Francisco, California, as applicable.
The parties hereto waive in all disputes any objection that they may have to the
location or jurisdiction of the court designated to consider such dispute in
accordance with the first sentence of this Section.

12.2 Amendments; Choice of Law; and Severability. This Agreement may
not be amended or modified except in writing. This Agreement shall be governed
by and construed in

23
<PAGE> 21
accordance with the internal laws (as opposed to the conflicts of law
provisions) and decisions of the State of Illinois. Any provision of this
Agreement which is prohibited or unenforceable in any jurisdiction shall, as to
such jurisdiction, be ineffective to the extent of such prohibition or
unenforceability without invalidating the remaining provisions hereof, and any
such prohibition or unenforceability in any jurisdiction shall not invalidate or
render unenforceable such provision in any other jurisdiction.

12.3 Successors and Assigns; No Third Party Beneficiary. This Agreement
shall be binding upon the parties hereto and their respective successors and
assigns, and shall inure to the benefit of the parties hereto and their
respective successors and assigns, except that each of the parties hereto other
than TRS shall not have the right to assign their respective rights under this
Agreement without the prior written consent of TRS. This Agreement is intended
for the sole benefit of, and is only enforceable by, the parties hereto, the
Trustee for the benefit of TRS, and their respective successors and permitted
assigns, and in the case of Section 9, any Releasee, and no right, benefit or
remedy of any nature whatsoever is intended to be conferred upon any other
person or entity by reason of this Agreement.

12.4 Counterparts. This Agreement may be executed (including, without
limitation, by way of facsimile) by any number of counterparts and by different
parties hereto and separate counterparts, each of which when so executed and
delivered shall be deemed to be an original and all of which taken together
shall constitute but one and the same instrument. Executed signature pages may
be detached from multiple separate counterparts and attached to a single
counterpart so that all signature pages are physically attached to the same
document.

12.5 Headings. Section headings in this Agreement are included herein
for convenience and reference only and shall not constitute a part of this
Agreement for any purpose.

12.6 Entire Agreement. This Agreement, the other Restructuring
Documents and the Loan Documents contain the entire understanding of the parties
with respect to the transactions contemplated hereby and supersede all prior
agreements (including the Term Sheet), covenants, arrangements, communications,
representations or warranties made, whether oral or written, by the parties
hereto or by any officer, employee or representative of any party. This
Agreement supersedes in its entirety the Term Sheet. This Agreement is not
intended to modify or supersede the First Restructuring Agreement or any of the
documents executed in connection therewith except with respect to specific
amendments to the Loans that apply to periods on or after December 1, 1996.

[THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK]

24
<PAGE> 22
IN WITNESS WHEREOF, the parties hereto have caused this Second
Restructuring Agreement to be duly executed as of the date first above written.

WESTIN HOTEL COMPANY

By: /s/ Douglas C. Sutten
Its: Vice President

WESTIN REALTY CORP.

By: /s/ Douglas C. Sutten

Its: Vice President

WESTIN HOTELS LIMITED PARTNERSHIP

By: Westin Realty Corporation,
its General Partner

By: /s/ Douglas C. Sutten

Its: Vice President

ST. FRANCIS HOTEL CORPORATION

By: /s/ Douglas C. Sutten

Its: Vice President

THE WESTIN ST. FRANCIS LIMITED
PARTNERSHIP

By: St. Francis Hotel Corporation,
its General Partner

By: /s/ Douglas C. Sutten

Its: Vice President

[Signature page 1 of 2 to Second Restructuring Agreement]

25
<PAGE> 23
909 NORTH MICHIGAN AVENUE CORPORATION

By: /s/ Douglas C. Sutten

Its: Vice President

THE WESTIN CHICAGO LIMITED PARTNERSHIP

By: 909 North Michigan Avenue
Corporation, its General Partner

By: /s/ Douglas C. Sutten

Its: Vice President

TEACHER RETIREMENT SYSTEM OF TEXAS, a
public pension fund and an agency
of the State of Texas

By: /s/ Timothy S. Monter

Its: Loan Administration Manager

[Signature page 2 of 2 to Second Restructuring Agreement]

26
<PAGE> 24
Prepayment Premium Example

The following example is intended for illustrative purposes only. Although the
figures utilized correspond to the St. Francis Note, the same methodology
applies to the Chicago Note.

Assumptions
- -----------

- -- St. Francis Note prepaid on December 1, 2002 (after making 12/1/02 payment).

- -- "Treasury Yield" rate at time of prepayment is 6.80%.

- -- Principal balance at time of prepayment is $87,986,932.59
(see amortization schedule at A-3).

Then
- ----

- -- Applied discount rate to remaining payments is 7.80% (6.80% + 1.00%) or
1.95% per quarter.

- -- Quarterly discount rate is 1 divided by 1.0195 = .980873%.

- -- The present value calculation is set forth on A-2.

- -- The prepayment premium due is $3,055,103.40.

Exhibit A
Page 1 of 3
<PAGE> 25
Present Value Calculation
<TABLE>
<CAPTION>

# of Date of
Remaining Remaining
Payments Payments Payment Amount Discount Rate Present Value
- --------- --------- -------------- ------------- -------------
<S> <C> <C> <C> <C>

1 3/1/03 $ 2,278,888.29 0.980873 $ 2,235,299.99
2 6/1/03 $ 2,278,888.29 0.962112 $ 2,192,545.41
3 9/1/03 $ 2,278,888.29 0.943710 $ 2,150,608.59
4 12/1/03 $ 2,278,888.29 0.925659 $ 2,109,473.90
5 3/1/04 $ 2,278,888.29 0.907954 $ 2,069,126.00
6 6/1/04 $ 2,278,888.29 0.890588 $ 2,029,549.82
7 9/1/04 $ 2,278,888.29 0.873553 $ 1,990,730.62
8 12/1/04 $ 2,278,888.29 0.856845 $ 1,952,653.92
9 3/1/05 $ 2,278,888.29 0.840456 $ 1,915,305.51
10 6/1/05 $ 2,278,888.29 0.824381 $ 1,878,671.46
11 9/1/05 $ 2,278,888.29 0.808613 $ 1,842,738.11
12 12/1/05 $ 2,278,888.29 0.793146 $ 1,807,492.06
13 3/1/06 $ 2,278,888.29 0.777976 $ 1,772,920.16
14 6/1/06 $ 2,278,888.29 0.763096 $ 1,739,009.51
15 9/1/06 $ 2,278,888.29 0.748500 $ 1,705,747.48
16 12/1/06 $ 2,278,888.29 0.734183 $ 1,673,121.65
Balloon 12/1/96 $81,692,193.00 0.734183 $59,977,041.79
-------------- -------- --------------
$91,042,035.99

Total Present Value $91,042,035.99
Less Principal Balance $87,986,932.59
--------------
$ 3,055,103.40
(see amortization schedule) ==============

</TABLE>

Exhibit A
Page 2 of 3
<PAGE> 26
Westin St. Francis Loan Payment Schedule

<TABLE>
<CAPTION>
Beginning Principal Ending
Balance Rate Amort Interest Payment Paid Balance
<S> <C> <C> <C> <C> <C> <C> <C>
3/1/97 91,454,411 1.8750% N 1,714,770 1,714,770 - 91,454,411
6/1/97 91,454,411 1.8750% N 1,714,770 1,714,770 - 91,454,411
9/1/97 91,454,411 1.8750% N 1,714,770 1,714,770 - 91,454,411
12/1/97 91,454,411 1.8750% N 1,714,770 1,714,770 - 91,454,411
3/1/98 91,454,411 2.2125% N 2,023,429 2,023,429 - 91,454,411
6/1/98 91,454,411 2.2125% N 2,023,429 2,023,429 - 91,454,411
9/1/98 91,454,411 2.2125% N 2,023,429 2,023,429 - 91,454,411
12/1/98 91,454,411 2.2125% N 2,023,429 2,023,429 - 91,454,411
3/1/99 91,454,411 2.2125% N 2,023,429 2,023,429 - 91,454,411
6/1/99 91,454,411 2.2125% N 2,023,429 2,023,429 - 91,454,411
9/1/99 91,454,411 2.2125% N 2,023,429 2,023,429 - 91,454,411
12/1/99 91,454,411 2.2125% N 2,023,429 2,023,429 - 91,454,411
2/29/00 91,454,411 2.2125% Y 2,023,429 2,278,888 255,459 91,198,951
6/1/00 91,198,951 2.2125% Y 2,017,777 2,278,888 261,111 90,937,840
9/1/00 90,937,840 2.2125% Y 2,012,000 2,278,888 266,889 90,670,951
12/1/00 90,670,951 2.2125% Y 2,006,095 2,278,888 272,793 90,398,158
3/1/01 90,398,158 2.2125% Y 2,000,059 2,278,888 278,829 90,119,329
6/1/01 90,119,329 2.2125% Y 1,993,890 2,278,888 284,998 89,834,331
9/1/01 89,834,331 2.2125% Y 1,987,585 2,278,888 291,304 89,543,027
12/1/01 89,543,027 2.2125% Y 1,981,139 2,278,888 297,749 89,245,278
3/1/02 89,245,278 2.2125% Y 1,974,552 2,278,888 304,337 88,940,942
6/1/02 88,940,942 2.2125% Y 1,967,818 2,278,888 311,070 88,629,872
9/1/02 88,629,872 2.2125% Y 1,960,936 2,278,888 317,952 88,311,919
12/1/02 88,311,919 2.2125% Y 1,953,901 2,278,888 324,987 87,986,932
3/1/03 87,986,932 2.2125% Y 1,946,711 2,278,888 332,177 87,654,755
6/1/03 87,654,755 2.2125% Y 1,939,361 2,278,888 339,527 87,315,228
9/1/03 87,315,228 2.2125% Y 1,931,849 2,278,888 347,039 86,968,189
12/1/03 86,968,189 2.2125% Y 1,924,171 2,278,888 354,717 86,613,472
2/29/04 86,613,472 2.2125% Y 1,916,323 2,278,888 362,565 86,250,907
6/1/04 86,250,907 2.2125% Y 1,908,301 2,278,888 370,587 85,880,320
9/1/04 85,880,320 2.2125% Y 1,900,102 2,278,888 378,786 85,501,534
12/1/04 85,501,534 2.2125% Y 1,891,721 2,278,888 387,167 85,114,367
3/1/05 85,114,367 2.2125% Y 1,883,155 2,278,888 395,733 84,718,634
6/1/05 84,718,634 2.2125% Y 1,874,400 2,278,888 404,489 84,314,145
9/1/05 84,314,145 2.2125% Y 1,865,450 2,278,888 413,438 83,900,708
12/1/05 83,900,708 2.2125% Y 1,856,303 2,278,888 422,585 83,478,123
3/1/06 83,478,123 2.2125% Y 1,846,953 2,278,888 431,935 83,046,188
6/1/06 83,046,188 2.2125% Y 1,837,397 2,278,888 441,491 82,604,696
9/1/06 82,604,696 2.2125% Y 1,827,629 2,278,888 451,259 82,153,437
12/1/06 82,153,437 2.2125% Y 1,817,645 2,278,888 461,243 81,692,193

</TABLE>

Exhibit A
Page 3 of 3
<PAGE> 27
May 27, 1997

American National Bank & Trust
Company of Chicago
33 North LaSalle Street
Chicago, IL 60690
ATTN: Corporate Trust Division

Re: Chicago FF&E Escrow Agreement
-----------------------------

Dear Sirs:

Reference is made to that certain Chicago FF&E Escrow Agreement dated
as of June 2, 1994 ("Agreement") by and among The Westin Chicago Limited
Partnership ("Depositor"), Teacher Retirement System of Texas ("Lender") and
American National Bank and Trust Company of Chicago ("Escrow Agent"). Terms
used and not otherwise defined herein shall have the same meaning as in the
Agreement. This is to advise the Escrow Agent that Depositor, Lender, and
others have entered into a Second Restructuring Agreement dated as of May 27,
1997. In connection with the Second Restructuring Agreement, the Note and the
Mortgage were each amended pursuant to amendments dated as of May 27, 1997,
copies of which are enclosed, along with a copy of the Second Restructuring
Agreement. Among other things, the amendments to the Note extended the maturity
date of the Note to November 30, 2006. Pursuant to 2.10 of the Second
Restructuring Agreement, Depositor and Lender have agreed that all references
in the Agreement to the Note and the Mortgage shall henceforth be deemed to
refer to the Note and the Mortgage, as amended in connection with the Second
Restructuring Agreement. Section 2.10 of such Agreement further provides that
the Agreement shall remain in full force and effect so long as the indebtedness
owed to Lender pursuant to the Note (as amended) remains outstanding.

If you have any questions concerning the foregoing, please contact the
undersigned.

THE WESTIN CHICAGO LIMITED PARTNERSHIP

By: 909 North Michigan Avenue
Corporation, its General Partner

By: ___________________________

Its: ___________________________

TEACHER RETIREMENT SYSTEM OF TEXAS, a
public pension fund and an agency
of the State of Texas

By: ___________________________

Its: ___________________________

Exhibit B-1
<PAGE> 28
May 27, 1997

Wells Fargo Bank
111 Sutter Street
11th Floor
MAC 0188-112
San Francisco, CA 94163-5094
ATTN: Kevin Sobie

RE: ST. FRANCIS FF&E ESCROW AGREEMENT

Dear Sirs:

Reference is made to that certain St. Francis FF&E Escrow Agreement
dated as of June 2, 1994 ("Agreement") by and among The Westin Chicago Limited
Partnership ("Depositor"), Teacher Retirement System of Texas ("Lender") and
Wells Fargo Bank ("Escrow Agent"). Terms used and not otherwise defined herein
shall have the same meaning as in the Agreement. This is to advise the Escrow
Agent that Depositor, Lender, and others have entered into a Second
Restructuring Agreement dated as of May 27, 1997. In connection with the Second
Restructuring Agreement, the Note and the Mortgage were each amended pursuant
to amendments dated as of May 27, 1997, copies of which are enclosed, along
with a copy of the Second Restructuring Agreement. Among other things, the
amendments to the Note extended the maturity date of the Note to November 30,
2006. Pursuant to 2.10 of the Second Restructuring Agreement, Depositor and
Lender have agreed that all references in the Agreement to the Note and the
Mortgage shall henceforth be deemed to refer to the Note and the Mortgage, as
amended in connection with the Second Restructuring Agreement. Section 2.10 of
such Agreement further provides that the Agreement shall remain in full force
and effect so long as the indebtedness owed to Lender pursuant to the Note (as
amended) remains outstanding.

If you have any questions concerning the foregoing, please contact the
undersigned.

THE WESTIN CHICAGO LIMITED PARTNERSHIP

By: 909 North Michigan Avenue
Corporation, its General Partner

By: _____________________________

Its: _____________________________

TEACHER RETIREMENT SYSTEM OF TEXAS, a
public pension fund and an agency
of the State of Texas

By: __________________________________

Its: __________________________________

Exhibit B-2

<PAGE> 1
CONTACT: Richard Mahoney
Westin Realty Corp.
2001 Sixth Avenue
Seattle, WA 98121
(800)323-5888

WESTIN HOTELS LIMITED PARTNERSHIP COMPLETES DEBT RESTRUCTURING

SEATTLE, WA -- June 2, 1997 -- Westin Realty Corp., General Partner for the
Westin Hotels Limited Partnership, and The Teacher Retirement System of Texas
have agreed to restructure $122 million of mortgage loans on the Partnership's
hotels, The Westin Michigan Avenue, Chicago and The Westin St. Francis in San
Francisco.

This agreement provides for a rescheduling of principal and interest
payments, eases the repayment terms and modifies the prepayment privileges.

"Westin Realty Corp. and The Teacher Retirement System of Texas have
completed a viable loan restructuring that will benefit both lender and owner.
This agreement will have a positive impact on the partnership's liquidity," said
Richard Mahoney, Vice President, Chief Financial Officer and Treasurer of Westin
Realty Corp.