0001104659-05-003959.txt : 20120705 0001104659-05-003959.hdr.sgml : 20120704 20050203173124 ACCESSION NUMBER: 0001104659-05-003959 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 6 FILED AS OF DATE: 20050204 DATE AS OF CHANGE: 20050203 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: WIRTH JAMES F CENTRAL INDEX KEY: 0001055365 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: BUSINESS PHONE: 6029441500 MAIL ADDRESS: STREET 1: 1615 E NORTHERN AVE STREET 2: STE 105 CITY: PHOENIX STATE: AZ ZIP: 85020 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: INNSUITES HOSPITALITY TRUST CENTRAL INDEX KEY: 0000082473 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] IRS NUMBER: 346647590 STATE OF INCORPORATION: OH FISCAL YEAR END: 0131 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-31005 FILM NUMBER: 05574411 BUSINESS ADDRESS: STREET 1: INNSUITES HOTELS CENTRE STREET 2: 1625 E NORTHERN AVE STE 201 CITY: PHOENIX STATE: AZ ZIP: 85020 BUSINESS PHONE: 2166220046 MAIL ADDRESS: STREET 1: 925 EUCLID AVENUE STREET 2: SUITE 1750 CITY: CLEVELAND STATE: OH ZIP: 44115 FORMER COMPANY: FORMER CONFORMED NAME: REALTY REFUND TRUST DATE OF NAME CHANGE: 19920703 SC 13D/A 1 a05-2716_2sc13da.htm SC 13D/A

	UNITED STATES
	SECURITIES AND EXCHANGE COMMISSION
	Washington, D.C. 20549
	SCHEDULE 13D (Rule 13d-101)

Under the Securities Exchange Act of 1934
(Amendment No. 7)¹

InnSuites Hospitality Trust

(Name of Issuer)

Shares of Beneficial Interest

(Title of Class of Securities)

756125 10 0

(CUSIP Number)

James F. Wirth, 1615 E. Northern Avenue, Suite 102, Phoenix, Arizona 85020
(602) 944-1500

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

January 31, 2005

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box. o

(1)

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities of that section of the Exchange Act but shall be subject to all other provisions of the Exchange Act.

CUSIP No. 756125 10 0

	1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only). James F. Wirth

	2.	Check the Appropriate Box if a Member of a Group
		(a)			o
		(b)			o
		Not Applicable

	3.	SEC Use Only

	4.	Source of Funds AF, PF

	5.	Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) o

	6.	Citizenship or Place of Organization United States of America

Number of Shares Beneficially Owned by Each Reporting Person With			7.	Sole Voting Power 200,000

			8.	Shared Voting Power 5,517,869

			9.	Sole Dispositive Power 200,000

			10.	Shared Dispositive Power 5,517,869

	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 5,717,869

	12.	Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares ý

	13.	Percent of Class Represented by Amount in Row (11) 65.6%

	14.	Type of Reporting Person (See Instructions) IN

Item 1.	Security and Issuer
(a) Shares of Beneficial Interest (hereafter “Shares”) (b) InnSuites Hospitality Trust (hereafter “IHT”) 1615 E. Northern Avenue Suite 102 Phoenix, Arizona 85020
Item 2.	Identity and Background
(a) James F. Wirth (b) 1615 E. Northern Avenue, Suite 102, Phoenix, Arizona 85020 (c) Chairman, President and Chief Executive Officer of IHT (d) No (e) No (f) United States of America
Item 3.	Source and Amount of Funds or Other Consideration
Mr. and Mrs. Wirth received 647,231 Shares on February 2, 1998 in exchange for all of the issued and outstanding capital stock of Buenaventura Properties, Inc., a corporation owned by Mr. and Mrs. Wirth. Mr. and Mrs. Wirth received 32,352 Shares on August 10, 1998 as a distribution in respect of certain partnership interests owned by them. Mr. and Mrs. Wirth received 5,000 Shares on November 8, 2002 in respect of their ownership interests in and services provided to Suite Hospitality Management Inc. On July 27, 2000, IHT repurchased 300,000 Shares from Mr. and Mrs. Wirth and, on July 26, 2002, IHT repurchased 183,513 Shares from Mr. and Mrs. Wirth. Mr. and Mrs. Wirth acquired 153,930 Shares in open market purchases with personal funds between December 18, 1998 and January 31, 2003 at market prices at the time of each purchase. On February 2, 2004 and February 18, 2004, Mr. and Mrs. Wirth received 47,363 Shares and 8,200 Shares, respectively, as consideration for the purchase by Suite Hospitality Management Inc. of all of the outstanding shares of InnSuites Licensing Corp., a corporation owned by Mr. and Mrs. Wirth. On March 24, 2004, Mr. Wirth converted 50,000 Class B Units (“Units”) in RRF Limited Partnership, an entity controlled by and consolidated with IHT, into 50,000 Shares as the Units were convertible into Shares on a one-for-one basis. On December 3, 2004, Mr. and Mrs. Wirth acquired beneficial ownership of 25,120 Shares that were purchased by their dependent children. On January 31, 2005, Mr. and Mrs. Wirth received 3,905,173 Shares as a distribution in respect of Units directly or indirectly owned by them in RRF Limited Partnership, acquired beneficial ownership of 96,383 Shares in return for the cancellation of a note held by a corporation owned by Mr. and Mrs. Wirth, acquired beneficial ownership of 180,630 shares in return for the cancellation of notes held by their dependent children, and received 1,000,000 Shares upon conversion of 1,000,000 Units directly or indirectly owned by them. The Shares reported on this Schedule 13D also include options for 50,000 Shares that are exercisable within 60 days by Mr. Wirth.

Item 4.	Purpose of Transaction
Mr. Wirth acquired the Shares for investment purposes as a result of the above-described transactions. As a result of the above-described transactions, Mr. and Mrs. Wirth have acquired beneficial ownership of a majority of IHT’s outstanding Shares.
Item 5.	Interest in Securities of the Issuer
(a) Mr. Wirth beneficially owns 5,717,869 Shares, representing approximately 65.6% of the outstanding Shares. Mr. Wirth owns 5,517,869 of those Shares jointly with his wife, Gail J. Wirth, including 2,252,852 Shares owned by corporations controlled by Mr. and Mrs. Wirth and 205,750 Shares owned by their dependent children. Mr. Wirth disclaims beneficial ownership of 150,000 Shares held by Mrs. Wirth and this Schedule 13D should not be deemed an admission that Mr. Wirth is the beneficial owner of such securities for purposes of Section 13(d) or 13(g) of the Securities Exchange Act of 1934 or any other purpose.
(b) Mr. Wirth has sole voting and dispositive power with respect to 200,000 Shares and shared voting and dispositive power with respect to 5,517,869 Shares. Mr. Wirth shares voting and dispositive power with his wife, Gail J. Wirth. Mrs. Wirth is an officer and/or director of several privately-held companies controlled by her and Mr. Wirth. Mrs. Wirth’s business address is 1615 E. Northern Avenue, Suite 102, Phoenix, Arizona 85020. Mrs. Wirth has not, in the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction subjecting her to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. Mrs. Wirth is a citizen of the United States of America.
(c) Other than as described in Item 3, above, Mr. and Mrs. Wirth have not acquired or disposed of any Shares within the past 60 days.
(d) Not Applicable.
(e) Not Applicable.
Item 6.	Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer
Not Applicable.
Item 7.	Material to Be Filed as Exhibits
99(a) Debt Exchange Agreement, effective as of January 31, 2005, between IHT and RRF Limited Partnership.

99(b) Yuma Acquisition Agreement, effective as of January 31, 2005, between IHT and RRF Limited Partnership.

99(c) Note Exchange Agreement, effective as of January 31, 2005, between IHT and Hulsey Hotels Corporation.

99(d) Notes Exchange Agreement, effective as of January 31, 2005, between IHT and the note holders named therein.

99(e) Class B Units Conversion Agreement, effective as of January 31, 2005, between IHT and the Class B Unit holders named therein.

Signature

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

	February 2, 2005
	Date
	/s/ James F. Wirth
	Signature
	James F. Wirth
	Name/Title

EX-99.(A) 2 a05-2716_2ex99da.htm EX-99.(A)

Exhibit 99(a)

DEBT EXCHANGE AGREEMENT

This Debt Exchange Agreement (this “Agreement”), effective as of January 31, 2005, is entered into by and between InnSuites Hospitality Trust, an Ohio real estate investment trust (the “Company”), and RRF Limited Partnership, a Delaware limited partnership (the “Creditor”).

WITNESSETH

WHEREAS, the Company owes $259,818 to the Creditor for accrued but unpaid interest on an unsecured promissory note dated April 2, 1999 payable to the Creditor (the “Exchange Note Interest”); and

WHEREAS, the Company is indebted to the Creditor in the principal amount of $1,512,644 in connection with the July 26, 2002 purchase by the Company of 673,623 Shares of Beneficial Interest of the Company then-held by the Creditor (the “Purchase Debt”); and

WHEREAS, the Company is indebted to the Creditor for the Creditor’s satisfaction of the Company’s obligation to Mr. James Wirth and his affiliates in the amount of $3,792,731 in connection with the Creditor’s sale of its Tempe, Arizona property (the “Satisfied Debt”); and

WHEREAS, the Creditor has advanced $2,985,858 to the Company during fiscal years 2002, 2003 and 2004, which the Company used to make principal and interest payments on its debt obligations (the “Advance Debt,” and together with the Exchange Note Interest, the Purchase Debt and the Satisfied Debt, the “Debts”); and

WHEREAS, in exchange for the satisfaction, cancellation and conversion of the Debts, in the manner and on the terms set forth in this Agreement, the Creditor desires to acquire from the Company, and the Company desires to issue to the Creditor, Shares of Beneficial Interest of the Company. A description of the Debts being converted by the Creditor and the number of Shares of Beneficial Interest of the Company being issued upon conversion thereof are set forth on Exhibit A.

NOW THEREFORE, in consideration of the mutual promises and covenants contained in this Agreement, the parties hereto, intending to be legally bound, agree as follows:

SECTION 1. DEFINITIONS. The following terms when used in this Agreement shall have the following respective meanings:

“Advance Debt” has the meaning set forth in the introductory statements.

“Agreement” has the meaning set forth in the introductory paragraph.

“Company” means InnSuites Hospitality Trust, an Ohio real estate investment trust, together with its successors and assigns.

“Creditor” means RRF Limited Partnership, a Delaware limited partnership, together with its successors and assigns.

“Debts” has the meaning set forth in the introductory statements.

“Exchange Note Interest” has the meaning set forth in the introductory statements.

“Governmental Authority” means the United States, any state or municipality, the government of any foreign country, any subdivision of any of the foregoing or any authority, department, commission, board, bureau, agency, court or instrumentality of any of the foregoing.

“Lien” means any mortgage, deed of trust, lien, pledge, hypothecation, encumbrance, charge, security interest, conditional sale or other title retention agreement, pledge, purchase option, call, adverse claim or similar right of a third party with respect to such securities.

“Purchase Debt” has the meaning set forth in the introductory statements.

“Satisfied Debt” has the meaning set forth in the introductory statements.

“Securities Act” means the Securities Act of 1933, as amended.

“Shares” means the Shares of Beneficial Interest of the Company to be acquired by the Creditor hereunder, as set forth on Exhibit A.

SECTION 2. EXCHANGE AND CONVERSION OF THE DEBTS INTO SHARES.

Subject to and upon the terms and conditions set forth in this Agreement, the Company agrees to issue to the Creditor, and the Creditor agrees to acquire from the Company, the Shares in exchange for the satisfaction, cancellation and conversion of the Debts, all in the manner and the amounts set forth in Exhibit A. For purposes of Rule 144 of the Securities Act, the parties agree that the transactions contemplated by this Agreement should be treated as a conversion of the Debts into the Shares.

SECTION 3. REPRESENTATIONS OF THE COMPANY. The Company hereby represents and warrants to the Creditor as follows:

3.1 Company Existence. The Company is a real estate investment trust duly organized, validly existing and in good standing under the laws of the State of Ohio.

necessary corporate action on behalf of the Company. This Agreement constitutes the legal, valid and binding obligation of the Company, enforceable against it in accordance with its terms, subject to any applicable bankruptcy, insolvency (including all applicable laws relating to fraudulent transfers), reorganization, moratorium or similar laws now or hereafter in effect relating to creditors’ rights generally or to general principles of equity (regardless of whether enforcement is considered in a proceeding in equity or at law).

3.3 Validity of Contemplated Transactions; Consent. The execution, delivery and performance of this Agreement by the Company does not and will not violate, conflict with or result in the breach of any term, condition or provision of any agreement to which the Company is a party, or require the approval or consent of any other party, except for such approvals or consents as have already been obtained. The Company does not require the approval or consent of, and is not required to make any registration or filing with, any Governmental Authority in connection with the execution, delivery and performance of this Agreement by the Company, except for such approvals, consents, registrations or filing as have already been obtained or made, or will be obtained or made after the date hereof as required by applicable law and set forth on Exhibit B hereto.

3.4. Issuance. The Shares to be issued and acquired under this Agreement, when issued by the Company to the Creditor and acquired by the Creditor pursuant to the terms of this Agreement, will (i) be duly authorized, validly issued, fully paid and nonassessable, (ii) have been issued in compliance with all federal and state securities laws (subject to the approvals, consents, registrations or filings set forth on Exhibit B hereto), and (iii) except as otherwise provided herein, be free and clear of all Liens.

3.5 Brokers, Finders, and Agents. The Company is not, directly or indirectly, obligated to anyone acting as broker, finder or in any other similar capacity in connection with this Agreement or the transactions contemplated by this Agreement.

SECTION 4. REPRESENTATIONS OF THE CREDITOR. The Creditor represents and warrants to the Company as follows:

4.1 Creditor Existence. The Creditor is duly organized, validly existing and in good standing under the laws of the State of Delaware.

4.2 Creditor Power and Authorization. The Creditor has the power, authority, and legal right to execute, deliver and perform this Agreement. The execution, delivery and performance of this Agreement by the Creditor has been duly authorized by all necessary action on behalf of the Creditor. This Agreement constitutes the legal, valid and binding obligation of the Creditor, enforceable against such Creditor in accordance with its terms, subject to any applicable bankruptcy, insolvency (including all applicable laws relating to fraudulent transfers), reorganization, moratorium or similar laws now or hereafter in effect relating to creditors’ rights generally or to general principles of equity (regardless of whether enforcement is considered in a proceeding in equity or at law).

4.3 Validity of Contemplated Transactions, etc. The execution, delivery, and performance of this Agreement by the Creditor does not and will not violate, conflict with or result in the breach of any term, condition or provision of any agreement to which the Creditor is a party, or require the approval or consent of any other party, except for such approvals or consents as have already been obtained. No authorization, approval or consent of, and no registration or filing with, any Governmental Authority is required in connection with the execution, delivery and performance of this Agreement by the Creditor, except for such approvals, consents, registrations or filings as have already been obtained or made.

4.4 Restricted Securities; No Registration. The Creditor understands that the Shares are “restricted securities,” as defined in Rule 144 adopted by the Securities and Exchange Commission under the Securities Act (“Rule 144”), and agrees that the Shares hereby acquired by such Creditor have not been registered under the Securities Act by reason of a specific exemption therefrom, and that none of the Shares so acquired can be offered, sold or transferred unless they are subsequently registered under the Securities Act or the Creditor obtains an opinion of counsel, in form and substance satisfactory to the Company and its counsel, that such registration is not required and that the proposed offer, sale or transfer will be made in compliance with all applicable securities laws, including Rule 144 or other applicable exemption from the registration requirements of the Securities Act. The Creditor further acknowledges and understands that the Company is under no obligation to register the Shares.

4.5 Sufficiency of Information. The Creditor has evaluated the risks of investing in the Shares, has been afforded the opportunity during the course of negotiating the transactions contemplated by this Agreement to ask questions of, and to secure such information from, the Company and its officers as the Creditor deems necessary to evaluate the merits of entering into such transactions, and all information requested has been given and all questions asked were answered.

4.6 Brokers, Finders, and Agents. The Creditor is not, directly or indirectly, obligated to anyone acting as broker, finder or in any other similar capacity in connection with this Agreement or the transactions contemplated by this Agreement.

SECTION 5. LEGEND. The Creditor understands that certificates representing the Shares acquired by such Creditor shall bear the following legend:

THE SHARES OF BENEFICIAL INTEREST REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR UNDER ANY STATE SECURITIES LAWS. NEITHER THIS SECURITY NOR ANY PORTION HEREOF OR INTEREST HEREIN MAY BE SOLD, ASSIGNED, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF UNLESS THE SAME IS REGISTERED UNDER SAID ACT AND APPLICABLE STATE SECURITIES LAWS OR UNLESS AN EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE AND THE COMPANY SHALL HAVE

RECEIVED, AT THE EXPENSE OF THE HOLDER HEREOF, EVIDENCE OF SUCH EXEMPTION REASONABLY SATISFACTORY TO THE COMPANY BASED UPON THE ADVICE OF COUNSEL TO THE COMPANY.

SECTION 6. MISCELLANEOUS.

6.1 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Ohio applicable to contracts made and to be performed entirely within the state without regard to principles of conflicts of law.

6.2 Entire Agreement. This Agreement and the other agreements and instruments expressly provided for in this Agreement, together set forth the entire understanding of the parties to this Agreement and supersede in their entirety all prior contracts, agreements, arrangements, communications, discussions, representations and warranties, whether oral or written, among the parties.

6.3 No Waivers; Amendments. No failure or delay on the part of any party in exercising any right, power or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, power or remedy preclude any other or further exercise thereof or the exercise of any other right, power or remedy. The remedies provided for herein are cumulative and are not exclusive of any remedies that may be available to any party at law or in equity or otherwise.

6.4 Severability. If any provision of this Agreement shall be declared void or unenforceable by a judicial or administrative authority, the validity of any other provision and of the entire Agreement shall not be affected thereby.

6.5 Expenses. Each of the parties will pay the fees and expenses incurred by it in connection with the preparation, execution and delivery of this Agreement and the consummation of the transactions contemplated hereby.

6.6 Counterparts. This Agreement may be executed in any number of counterparts, each of which shall constitute an original, and all of which taken together shall constitute one and the same document.

6.7 Further Assurances. The Company will, from time to time, upon the reasonable request of Creditor, execute such further documents as may be reasonably required to transfer to and to vest in Creditor all right, title and interest of the Company in the Shares.

signature page follows

The parties hereto have executed and delivered this Agreement as of the date first above written.

	INNSUITES HOSPITALITY TRUST
	an Ohio real estate investment trust


	By:
	Name:
	Title:


	RRF LIMITED PARTNERSHIP
	a Delaware limited partnership
	By: INNSUITES HOSPITALITY TRUST
	its General Partner

	By:
	Name:
	Title:

EXHIBIT A

DEBTS

Name of Creditor	Description of Debt Being Cancelled	Amounts Outstanding Being Converted	Shares Being Issued
RRF Limited Partnership	Accrued and unpaid interest due on an unsecured promissory note dated April 2, 1999 payable to the Creditor bearing interest at 7% per annum.	$259,818	199,860
RRF Limited Partnership	Indebtedness to the Creditor in connection with the July 26, 2002 purchase by the Company of 673,623 Shares of Beneficial Interest of the Company held by the Creditor on July 26, 2002.	$1,512,644	1,163,572
RRF Limited Partnership	Indebtedness to the Creditor in connection with the Creditor’s satisfaction of the Company’s obligations to James F. Wirth and certain of his affiliates in connection with the sale of the Creditor’s property in Tempe, Arizona.	$3,792,731	2,917,486
RRF Limited Partnership	Indebtedness to the Creditor in connection with advances made to the Company during fiscal 2002, 2003 and 2004, which the Company used to make principal and interest payments on its debt obligations.	$2,985,858	2,296,814

EXHIBIT B

CONSENTS; FILINGS; REGISTRATIONS

1. Approval by the shareholders of the Company obtained at the Company’s annual meeting on December 10, 2004.

2. Approval of Additional Listing Application by the American Stock Exchange.

3. Notice of Sale of Securities pursuant to Regulation D on Form D with the Securities and Exchange Commission.

4. Compliance with applicable state securities laws (Blue Sky Laws).

EX-99.(B) 3 a05-2716_2ex99db.htm EX-99.(B)

Exhibit 99(b)

YUMA ACQUISITION AGREEMENT

This Yuma Acquisition Agreement (this “Agreement”), effective as of January 31, 2005, is entered into by and between InnSuites Hospitality Trust, an Ohio real estate investment trust (the “Company”), and RRF Limited Partnership, a Delaware limited partnership (“RRFLP”).

WITNESSETH

WHEREAS, RRFLP owns a 99.9% sole general partner interest in Yuma Hospitality Properties Limited Partnership
(“Yuma LP”); and

WHEREAS, in exchange for the 99.9% sole general partner interest in Yuma LP (the “GP Interest”), RRFLP desires to acquire from the Company, and the Company desires to issue to RRFLP, Shares of Beneficial Interest of the Company. A description of the number of Shares of Beneficial Interest of the Company being issued in connection with the Company’s acquisition of the GP Interest is set forth on Exhibit A.

NOW THEREFORE, in consideration of the mutual promises and covenants contained in this Agreement, the parties hereto, intending to be legally bound, agree as follows:

SECTION 1. DEFINITIONS. The following terms when used in this Agreement shall have the following respective meanings:

“Agreement” has the meaning set forth in the introductory paragraph.

“Company” means InnSuites Hospitality Trust, an Ohio real estate investment trust, together with its successors and assigns.

“GP Interest” has the meaning set forth in the introductory statements.

“RRFLP” means RRF Limited Partnership, a Delaware limited partnership, together with its successors and assigns.

“Securities Act” means the Securities Act of 1933, as amended.

“Shares” means the Shares of Beneficial Interest of the Company to be acquired by RRFLP hereunder, as set forth on Exhibit A.

“Yuma LP” means Yuma Hospitality Properties Limited Partnership, an Arizona limited partnership.

SECTION 2. EXCHANGE OF GP INTEREST AND SHARES.

Subject to and upon the terms and conditions set forth in this Agreement, the Company agrees to issue to RRFLP, and RRFLP agrees to acquire from the Company, the Shares in exchange for the GP Interest, all in the manner and the amounts set forth in Exhibit A.

SECTION 3. REPRESENTATIONS OF THE COMPANY. The Company hereby represents and warrants to RRFLP as follows:

3.1 Company Existence. The Company is a real estate investment trust duly organized, validly existing and in good standing under the laws of the State of Ohio.

3.2 Company Power and Authorization. The Company has the power, authority, and legal right to execute, deliver and perform this Agreement. The execution, delivery and performance of this Agreement by the Company has been duly authorized by all necessary corporate action on behalf of the Company. This Agreement constitutes the legal, valid and binding obligation of the Company, enforceable against it in accordance with its terms, subject to any applicable bankruptcy, insolvency (including all applicable laws relating to fraudulent transfers), reorganization, moratorium or similar laws now or hereafter in effect relating to creditors’ rights generally or to general principles of equity (regardless of whether enforcement is considered in a proceeding in equity or at law).

3.3 Validity of Contemplated Transactions; Consent. The execution, delivery and performance of this Agreement by the Company does not and will not violate, conflict with or result in the breach of any term, condition or provision of any agreement to which the Company is a party, or require the approval or consent of any other party, except for such approvals or consent as have already been obtained. The Company does not require the approval or consent of, and is not required to make any registration or filing with, any Governmental Authority in connection with the execution, delivery and performance of this Agreement by the Company, except for such approvals, consents, registrations or filing as have already been obtained or

made or will be obtained or made after the date hereof as required by applicable law and set forth on Exhibit B hereto.

3.4. Issuance. The Shares to be issued and acquired under this Agreement, when issued by the Company to RRFLP and acquired by RRFLP pursuant to the terms of this Agreement, will (i) be duly authorized, validly issued, fully paid and nonassessable, (ii) have been issued in compliance with all federal and state securities laws (subject to the approvals, consents, registrations or filings set forth on Exhibit B hereto), and (iii) except as otherwise provided herein, be free and clear of all Liens.

3.5 No Registration. The Company understands and agrees that the GP Interest hereby acquired by the Company has not been registered under the Securities Act by reason of a specific exemption therefrom, and that the GP Interest so acquired can not be offered, sold or transferred unless it is subsequently registered under the Securities Act or such registration is not required. The Company further acknowledges and understands that RRFLP and Yuma LP are under no obligation to register the GP Interest.

3.6 Brokers, Finders, and Agents. The Company is not, directly or indirectly, obligated to anyone acting as broker, finder or in any other similar capacity in connection with this Agreement or the transactions contemplated by this Agreement.

SECTION 4. REPRESENTATIONS OF RRFLP. RRFLP represents and warrants to the Company as follows:

4.1 RRFLP Existence. RRFLP is duly organized, validly existing, and in good standing under the laws of the State of Delaware.

4.2 RRFLP Power and Authorization. RRFLP has the power, authority and legal right to execute, deliver and perform this Agreement. The execution, delivery and performance of this Agreement by RRFLP has been duly authorized by all necessary action on behalf of RRFLP. This Agreement constitutes the legal, valid and binding obligation of RRFLP, enforceable against it in accordance with its terms, subject to any applicable bankruptcy, insolvency (including all applicable laws relating to fraudulent transfers), reorganization, moratorium or similar laws now or hereafter in effect relating to creditors’ rights generally or to general principles of equity (regardless of whether enforcement is considered in a proceeding in equity or at law).

4.3 Validity of Contemplated Transactions, etc. The execution, delivery and performance of this Agreement by RRFLP does not and will not violate, conflict with or result in the breach of any term, condition or provision of any agreement to which RRFLP is a party, or require the approval or consent of any other

party, except for such approvals or consents as have already been obtained. No authorization, approval or consent of, and no registration or filing with, any Governmental Authority is required in connection with the execution, delivery and performance of this Agreement by RRFLP, except for such approvals, consents, registrations or filing as have already been obtained or made or will be obtained or made.

4.4 Restricted Shares; No Registration. RRFLP understands that the Shares are “restricted securities,” as defined in Rule 144 adopted by the Securities and Exchange Commission under the Securities Act (“Rule 144”), and agrees that the Shares hereby acquired by it have not been registered under the Securities Act by reason of a specific exemption therefrom, and that none of the Shares so acquired can be offered, sold or transferred unless they are subsequently registered under the Securities Act or RRFLP obtains an opinion of counsel, in form and substance satisfactory to the Company and its counsel, that such registration is not required and that the proposed offer, sale or transfer will be made in compliance with all applicable securities laws, including Rule 144 or other applicable exemption from the registration requirements of the Securities Act. RRFLP further acknowledges and understands that the Company is under no obligation to register the Shares.

4.5 Sufficiency of Information. RRFLP has evaluated the risks of investing in the Shares, has been afforded the opportunity during the course of negotiating the transactions contemplated by this Agreement to ask questions of, and to secure such information from, the Company and its officers as RRFLP deems necessary to evaluate the merits of entering into such transactions, and all information requested has been given and all questions asked were answered.

4.6 Brokers, Finders, and Agents. RRFLP is not, directly or indirectly, obligated to anyone acting as broker, finder or in any other similar capacity in connection with this Agreement or the transactions contemplated by this Agreement.

SECTION 5. LEGEND. RRFLP understands that certificates representing the Shares acquired by it shall bear the following legend:

OF SUCH EXEMPTION REASONABLY SATISFACTORY TO THE COMPANY BASED UPON THE ADVICE OF COUNSEL TO THE COMPANY.

SECTION 6. MISCELLANEOUS.

6.6 Counterparts. This Agreement may be executed in any number of counterparts, each of which shall constitute an original, and all of which taken together shall constitute one and the same document.

6.7 Further Assurances. The Company will, from time to time, upon the reasonable request of RRFLP, execute such further documents as may be reasonably required to transfer and to vest in RRFLP all right, title and interest of the Company in the Shares.

signature page follows

The parties hereto have executed and delivered this Agreement as of the date first above written.

	INNSUITES HOSPITALITY TRUST
	an Ohio real estate investment trust


	By:
	Name:
	Title:


	RRF LIMITED PARTNERSHIP
	a Delaware limited partnership
	By: INNSUITES HOSPITALITY TRUST
	its General Partner

	By:
	Name:
	Title:

EXHIBIT A

Shares of Beneficial Interest issued to RRFLP: 4,969,712

EXHIBIT B

CONSENTS; FILINGS; REGISTRATIONS

1. Approval by the shareholders of the Company obtained at the Company’s annual meeting on December 10, 2004.

2. Approval of Additional Listing Application by the American Stock Exchange.

3. Notice of Sale of Securities pursuant to Regulation D on Form D with the Securities and Exchange Commission.

4. Compliance with applicable state securities laws (Blue Sky Laws).

EX-99.(C) 4 a05-2716_2ex99dc.htm EX-99.(C)

Exhibit 99(c)

NOTE EXCHANGE AGREEMENT

This Note Exchange Agreement (this “Agreement”), effective as of January 31, 2005, is entered into by and between InnSuites Hospitality Trust, an Ohio real estate investment trust (the “Company”), and Hulsey Hotels Corporation, an Arizona corporation (the “Note Holder”).

WITNESSETH

WHEREAS, the Note Holder owns a certain promissory note (the “Note”) previously issued by the Company; and

WHEREAS, in exchange for the surrender, cancellation and conversion of the Note in the manner and on the terms set forth in this Agreement, the Note Holder desires to acquire from the Company, and the Company desires to issue to the Note Holder, Shares of Beneficial Interest of the Company. The description of the Note being surrendered by the Note Holder and the number of Shares of Beneficial Interest of the Company being issued upon exchange and conversion thereof are set forth on Exhibit A.

NOW THEREFORE, in consideration of the mutual promises and covenants contained in this Agreement, the parties hereto, intending to be legally bound, agree as follows:

SECTION 1. DEFINITIONS. The following terms when used in this Agreement shall have the following respective meanings:

“Agreement” has the meaning set forth in the introductory paragraph.

“Company” means InnSuites Hospitality Trust, an Ohio real estate investment trust, together with its successors and assigns.

“Note Holder” means Hulsey Hotels Corporation, an Arizona corporation, together with its successors and assigns.

“Note” has the meaning set forth in the introductory statements.

“Securities Act” means the Securities Act of 1933, as amended.

“Shares” means the Shares of Beneficial Interest of the Company to be acquired by the Note Holder hereunder, as set forth on Exhibit A.

SECTION 2. EXCHANGE AND CONVERSION OF THE NOTE INTO SHARES.

Subject to and upon the terms and conditions set forth in this Agreement, the Company agrees to issue to the Note Holder, and the Note Holder agrees to acquire from the Company, the Shares in exchange for the delivery, cancellation, exchange and conversion of the Note, all in the manner and the amounts set forth in Exhibit A. For purposes of Rule 144 of the Securities Act, the parties agree that the transactions contemplated by this Agreement should be treated as a conversion of the Note into the Shares.

SECTION 3. REPRESENTATIONS OF THE COMPANY. The Company hereby represents and warrants to the Note Holder as follows:

3.1 Company Existence. The Company is a real estate investment trust duly organized, validly existing and in good standing under the laws of the State of Ohio.

3.2 Company Power and Authorization. The Company has the power, authority and legal right to execute, deliver and perform this Agreement. The execution, delivery and performance of this Agreement by the Company has been duly authorized by all necessary corporate action on behalf of the Company. This Agreement constitutes the legal, valid and binding obligation of the Company, enforceable against it in accordance with its terms, subject to any applicable bankruptcy, insolvency (including all applicable laws relating to fraudulent transfers), reorganization, moratorium or similar laws now or hereafter in effect relating to creditors’ rights generally or to general principles of equity (regardless of whether enforcement is considered in a proceeding in equity or at law).

3.4. Issuance. The Shares to be issued and acquired under this Agreement, when issued by the Company to the Note Holder and acquired by the Note Holder pursuant to the terms of this Agreement, will (i) be duly authorized, validly issued, fully paid and nonassessable, (ii) have been issued in compliance with all federal and state securities laws (subject to the approvals, consents, registrations or filings set forth on Exhibit B hereto), and (iii) except as otherwise provided herein, be free and clear of all Liens.

SECTION 4. REPRESENTATIONS OF THE NOTE HOLDER. The Note Holder represents and warrants to the Company as follows:

4.1 Note Holder Existence. The Note Holder is duly organized, validly existing, and in good standing under the laws of the State of Arizona.

4.2 Note Holder Power and Authorization. The Note Holder has the power, authority, and legal right to execute, deliver and perform this Agreement. The execution, delivery and performance of this Agreement by the Note Holder has been duly authorized by all necessary action on behalf of the Note Holder. This Agreement constitutes the legal, valid and binding obligation of the Note Holder, enforceable against such Note Holder in accordance with its terms, subject to any applicable bankruptcy, insolvency (including all applicable laws relating to fraudulent transfers), reorganization, moratorium or similar laws now or hereafter in effect relating to creditors’ rights generally or to general principles of equity (regardless of whether enforcement is considered in a proceeding in equity or at law).

4.3 Validity of Contemplated Transactions, etc. The execution, delivery and performance of this Agreement by the Note Holder does not and will not violate, conflict with or result in the breach of any term, condition or provision of any agreement to which the Note Holder is a party, or require the approval or consent of any other party, except for such approvals or consents as have already been obtained. No authorization, approval or consent of, and no registration or filing with, any Governmental Authority is required in connection with the execution, delivery and performance of this Agreement by the Note Holder, except for such approvals, consents, registrations or filing as have already been obtained or made.

4.4 Restricted Securities; No Registration. The Note Holder understands that the Shares are “restricted securities,” as defined in Rule 144 adopted by the Securities and Exchange Commission under the Securities Act (“Rule 144”), and agrees that the Shares hereby acquired by such Note Holder have not been registered under the Securities Act by reason of a specific exemption therefrom, and that none of the Shares so acquired can be offered, sold or transferred unless they are subsequently registered under the Securities Act or the Note Holder obtains an opinion of counsel, in form and substance satisfactory to the Company and its counsel, that such registration is not required and that the proposed offer, sale or transfer will be made in compliance with all applicable securities laws, including Rule 144 or other applicable exemption from the registration requirements of the Securities Act. The Note Holder further acknowledges and understands that the Company is under no obligation to register the Shares.

4.5 Sufficiency of Information. The Note Holder has evaluated the risks of investing in the Shares, has been afforded the opportunity during the course of negotiating the transactions contemplated by this Agreement to ask questions of, and to secure such information from, the Company and its officers as the Note Holder deems necessary to evaluate the merits of entering into such transactions, and all information requested has been given and all questions asked were answered.

4.6 Brokers, Finders, and Agents. The Note Holder is not, directly or indirectly, obligated to anyone acting as broker, finder or in any other similar capacity in connection with this Agreement or the transactions contemplated by this Agreement.

SECTION 5. LEGEND. The Note Holder understands that certificates representing the Shares acquired by such Note Holder shall bear the following legend:

SECTION 6. RELEASE OF SECURITY INTEREST. Upon receipt of the Shares, without further action on behalf of the Note Holder, the Note shall be deemed paid in full and the Note Holder shall be deemed to have released any security interest the Note Holder has in the Class B limited partnership units that serve as security for the Note. The Note Holder further acknowledges that the Class B limited partnership units, that serve as security under the Note, have not been pledged or encumbered in any way, and that no third party has any claim, right, title or interest with respect to such Class B limited partnership units.

SECTION 7. MISCELLANEOUS.

7.1 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Ohio applicable to contracts made and to be performed entirely within the state without regard to principles of conflicts of law.

7.2 Entire Agreement. This Agreement and the other agreements and instruments expressly provided for in this Agreement, together set forth the entire understanding of the parties to this Agreement and supersede in their entirety all prior contracts, agreements, arrangements, communications, discussions, representations, and warranties, whether oral or written, among the parties.

7.3 No Waivers; Amendments. No failure or delay on the part of any party in exercising any right, power, or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, power or remedy preclude any other or further exercise thereof or the exercise of any other right, power or remedy. The remedies provided for herein are cumulative and are not exclusive of any remedies that may be available to any party at law or in equity or otherwise.

7.4 Severability. If any provision of this Agreement shall be declared void or unenforceable by a judicial or administrative authority, the validity of any other provision and of the entire Agreement shall not be affected thereby.

7.5 Expenses. Each of the parties will pay the fees and expenses incurred by it in connection with the preparation, execution and delivery of this Agreement and the consummation of the transactions contemplated hereby.

7.6 Counterparts. This Agreement may be executed in any number of counterparts, each of which shall constitute an original, and all of which taken together shall constitute one and the same document.

7.7 Further Assurances. The Company will, from time to time, upon the reasonable request of the Note Holder, execute such further documents as may be reasonably required to transfer and to vest in the Note Holder all right, title and interest of the Company in the Shares.

The parties hereto have executed and delivered this Agreement as of the date first above written.

	INNSUITES HOSPITALITY TRUST an Ohio real estate investment trust


	By:
	Name:
	Title:


	HULSEY HOTELS CORPORATION an Arizona corporation


	By:
	Name:
	Title:

EXHIBIT A

PROMISSORY NOTE

Name of Note Holder		Description of Promissory Note		Amounts Outstanding Being Converted		Shares Being Issued
Hulsey Hotels Corporation		Note dated July 27, 2002 payable to Hulsey Hotels Corporation, an affiliate of James Wirth, bearing interest at 7% per annum, secured by Class B limited partnership units in the Partnership, and due in monthly principal and interest payments of $10,488 through March 2007.		$125,298.00		96,383

EXHIBIT B

CONSENTS; FILINGS; REGISTRATIONS

1. Approval by the shareholders of the Company obtained at the Company’s annual meeting on December 10, 2004.

2. Approval of Additional Listing Application by the American Stock Exchange.

3. Notice of Sale of Securities pursuant to Regulation D on Form D with the Securities and Exchange Commission.

4. Compliance with applicable state securities laws (Blue Sky Laws).

EX-99.(D) 5 a05-2716_2ex99dd.htm EX-99.(D)

Exhibit 99(d)

NOTES EXCHANGE AGREEMENT

This Notes Exchange Agreement (this “Agreement”), effective as of January 31, 2005, is entered into by and among InnSuites Hospitality Trust, an Ohio real estate investment trust (the “Company”), and the individuals named on the signature pages hereof (the “Note Holders”).

WITNESSETH

WHEREAS, the Note Holders own certain promissory notes (each referred to herein as a “Note,” and collectively as the “Notes”) previously issued by the Company; and

WHEREAS, in exchange for the surrender, cancellation and conversion of the Notes in the manner and on the terms set forth in this Agreement, the Note Holders desire to acquire from the Company, and the Company desires to issue to the Note Holders, Shares of Beneficial Interest of the Company. The descriptions of each Note being surrendered by each Note Holder and the number of Shares of Beneficial Interest of the Company being issued upon exchange and conversion thereof are set forth on Exhibit A.

NOW THEREFORE, in consideration of the mutual promises and covenants contained in this Agreement, the parties hereto, intending to be legally bound, agree as follows:

SECTION 1. DEFINITIONS. The following terms when used in this Agreement shall have the following respective meanings:

“Agreement” has the meaning set forth in the introductory paragraph.

“Company” means InnSuites Hospitality Trust, an Ohio real estate investment trust, together with its successors and assigns.

“Note Holders” means the individuals named on the signature page of this Agreement.

“Note” or “Notes” has the meaning set forth in the introductory statements.

“Securities Act” means the Securities Act of 1933, as amended.

“Shares” means the Shares of Beneficial Interest of the Company to be acquired by the Note Holders hereunder, as set forth on Exhibit A.

SECTION 2. EXCHANGE AND CONVERSION OF THE NOTES INTO SHARES.

Subject to and upon the terms and conditions set forth in this Agreement, the Company agrees to issue to each of the Note Holders, and each of the Note Holders agree to acquire from the Company, the Shares in exchange for the delivery, cancellation, exchange and conversion of the Notes, all in the manner and the amounts set forth in Exhibit A. For purposes of Rule 144 of the Securities Act, the parties agree that the transactions contemplated by this Agreement should be treated as a conversion of the Notes into the Shares.

SECTION 3. REPRESENTATIONS OF THE COMPANY. The Company hereby represents and warrants to the Note Holders as follows:

3.1 Company Existence. The Company is a real estate investment trust duly organized, validly existing and in good standing under the laws of the State of Ohio.

3.4. Issuance. The Shares to be issued and acquired under this Agreement, when issued by the Company to each Note Holder and acquired by each Note Holder pursuant to the terms of this Agreement, will (i) be duly authorized, validly issued, fully paid and nonassessable, (ii) have been issued in compliance with all federal and state securities laws (subject to the approvals, consents, registrations or filings set forth on Exhibit B hereto, and (iii) except as otherwise provided herein, be free and clear of all Liens.

SECTION 4. REPRESENTATIONS OF THE NOTE HOLDERS. Each of the Note Holders severally represents and warrants to the Company as follows:

4.1 Note Holders Power and Authorization. The Note Holder has the power, authority, and legal right to execute, deliver and perform this Agreement. The execution, delivery and performance of this Agreement by the Note Holder has been duly authorized by all necessary action on behalf of the Note Holder. This Agreement constitutes the legal, valid and binding obligation of the Note Holder, enforceable against such Note Holder in accordance with its terms, subject to any applicable bankruptcy, insolvency (including all applicable laws relating to fraudulent transfers), reorganization, moratorium or similar laws now or hereafter in effect relating to creditors’ rights generally or to general principles of equity (regardless of whether enforcement is considered in a proceeding in equity or at law).

4.2 Validity of Contemplated Transactions, etc. The execution, delivery and performance of this Agreement by the Note Holder does not and will not violate, conflict with or result in the breach of any term, condition or provision of any agreement to which the Note Holder is a party, or require the approval or consent of any other party, except for such approvals or consents as have already been obtained. No authorization, approval or consent of, and no registration or filing with, any Governmental Authority is required in connection with the execution, delivery and performance of this Agreement by the Note Holder, except for such approvals, consents, registrations or filing as have already been obtained or made.

4.3 Restricted Securities; No Registration. The Note Holder understands that the Shares are “restricted securities,” as defined in Rule 144 adopted by the Securities and Exchange Commission under the Securities Act (“Rule 144”), and agrees that the Shares hereby acquired by such Note Holder have not been registered under the Securities Act by reason of a specific exemption therefrom, and that none of the Shares so acquired can be offered, sold or transferred unless they are subsequently registered under the Securities Act or the Note Holder obtains an opinion of counsel, in form and substance satisfactory to the Company and its counsel, that such registration is not required and that the proposed offer, sale or transfer will be made in compliance with all applicable securities laws, including Rule 144 or other applicable exemption from the registration requirements of the Securities Act. The Note Holder further acknowledges and understands that the Company is under no obligation to register the Shares.

4.4 Sufficiency of Information. The Note Holder has evaluated the risks of investing in the Shares, has been afforded the opportunity during the course of negotiating the transactions contemplated by this Agreement to ask questions of, and to secure such information from, the Company and its officers as the Note Holder deems necessary to evaluate the merits of entering into such transactions, and all information requested has been given and all questions asked were answered.

4.5 Brokers, Finders, and Agents. The Note Holder is not, directly or indirectly, obligated to anyone acting as broker, finder or in any other similar capacity in connection with this Agreement or the transactions contemplated by this Agreement.

SECTION 5. LEGEND. Each Note Holder understands that certificates representing the Shares acquired by such Note Holder shall bear the following legend:

SECTION 7. MISCELLANEOUS.

7.2 Entire Agreement. This Agreement and the other agreements and instruments expressly provided for in this Agreement, together set forth the entire understanding of the parties to this Agreement and supersede in their entirety all prior contracts, agreements, arrangements, communications, discussions, representations and warranties, whether oral or written, among the parties.

7.3 No Waivers; Amendments. No failure or delay on the part of any party in exercising any right, power or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, power or remedy preclude any other or further exercise thereof or the exercise of any other right, power or remedy. The remedies provided for herein are cumulative and are not exclusive of any remedies that may be available to any party at law or in equity or otherwise.

7.6 Counterparts. This Agreement may be executed in any number of counterparts, each of which shall constitute an original, and all of which taken together shall constitute one and the same document.

7.7 Further Assurances. The Company will, from time to time, upon the reasonable request of the Note Holder, execute such further documents as may be reasonably required to transfer to and to vest in the Note Holder all right, title and interest of the Company in the Shares.

Signature page follows

The parties hereto have executed and delivered this Agreement as of the date first above written.

	INNSUITES HOSPITALITY TRUST an Ohio real estate investment trust


	By:
	Name:
	Title:



	Brian Wirth



	Christopher Wirth



	Eric Wirth



	Pamela Barnhill-Wirth

EXHIBIT A

PROMISSORY NOTES

Name of Note Holder	Description of Promissory Note	Amounts Outstanding Being Converted	Shares Being Issued
Brian Wirth	Note dated February 2, 2004 payable to Brian Wirth, son of James Wirth, bearing interest at 7% per annum, secured by 58,259 Class B limited partnership units in the Partnership, and due in monthly principal and interest payments of $1,971 through February 2011.	$117,410.00	90,315
Christopher Wirth	Note dated February 2, 2004 payable to Christopher Wirth, son of James Wirth, bearing interest at 7% per annum, secured by 58,259 Class B limited partnership units in the Partnership, and due in monthly principal and interest payments of $1,971 through February 2011.	$117,410.00	90,315
Eric Wirth	Note dated February 2, 2004 payable to Eric Wirth, son of James Wirth, bearing interest at 7% per annum, secured by 58,259 Class B limited partnership units in the Partnership, and due in monthly principal and interest payments of $1,971 through February 2011.	$117,410.00	90,315
Pamela Barnhill-Wirth	Note dated February 2, 2004 payable to Pamela Barnhill Wirth, daughter of James Wirth, bearing interest at 7% per annum, secured by 58,259 Class B limited partnership units in the Partnership, and due in monthly principal and interest payments of $1,971 through February 2011.	$117,410.00	90,315

EXHIBIT B

CONSENTS; FILINGS; REGISTRATIONS

1. Approval by the shareholders of the Company obtained at the Company’s annual meeting on December 10, 2004.

2. Approval of Additional Listing Application by the American Stock Exchange.

3. Notice of Sale of Securities pursuant to Regulation D on Form D with the Securities and Exchange Commission.

4. Compliance with applicable state securities laws (Blue Sky Laws).

EX-99.(E) 6 a05-2716_2ex99de.htm EX-99.(E)

Exhibit 99(e)

CLASS B UNITS CONVERSION AGREEMENT

This Class B Units Conversion Agreement (this “Agreement”), effective as of January 31, 2005, is entered into by and among InnSuites Hospitality Trust, an Ohio real estate investment trust (the “Company”), and the parties named on the signature pages hereof (the “Unit Holders”).

WHEREAS, James F. Wirth (“Wirth”) and his affiliates own all 4,467,938 outstanding Class B limited partnership units in RRF Limited Partnership, a Delaware limited partnership (the “Partnership”); and

WHEREAS, as a result of the prior approval of the shareholders and Board of Trustees of the Company, up to 1,000,000 of the outstanding Class B limited partnership units in the Partnership owned by Wirth and his affiliates (the “Units”) are convertible into a like number of newly-issued Shares of Beneficial Interest in the Company (the “Shares”); and

WHEREAS, the Company and the Unit Holders have agreed to provide for the conversion of 1,000,000 of the Units as provided herein.

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

SECTION 1. ELECTION TO CONVERT. In accordance with the terms hereof, and as a result of the prior approval of the shareholders and Board of Trustees of the Company, the Unit Holders hereby elect, and the Company hereby acknowledges that election, to convert 1,000,000 of the Units into 1,000,000 Shares (the “New Shares”) as set forth on Exhibit A.

SECTION 2. ISSUANCE OF SHARES. As soon as practicable after the date hereof, the Company shall cause to be issued one or more share certificates representing the New Shares as set forth on Exhibit A.

SECTION 3. INVESTMENT REPRESENTATIONS.

3.1 No Distribution. The Unit Holders are acquiring the New Shares for their own account, for investment, and not with an intention of selling the New Shares in connection with a distribution (as the term “distribution” is understood under the Securities Act of 1933, as amended (the “Securities Act”)).

3.2 No Registration. The Unit Holders acknowledge that the New Shares have not been, and likely will not be, registered under the Securities Act, by reason of their issuance in a transaction exempt from the registration requirements of the Securities Act, or under any applicable blue sky or state securities law, and that they must be held indefinitely unless a subsequent disposition thereof is registered under the Securities Act or is exempt from registration.

3.3 Rule 144. The Unit Holders understand that the exemption from registration afforded by Rule 144 promulgated under the Securities Act (the provisions of which are known to the Unit Holders) depends on the satisfaction of various conditions and that, if applicable, such Rule 144 may only afford the basis for sales under certain circumstances and only in limited amounts.

3.4 Additional Information. The Unit Holders have had the opportunity to ask questions and receive answers concerning the terms and conditions of the New Shares obtained hereby, and to obtain any additional information that the Company possesses or could acquire, and have

knowledge and experience in business and financial matters and with respect to investments in securities of companies as to enable the Unit Holders to understand and evaluate the risks of an investment in the New Shares and to form an independent investment decision with respect thereto.

3.5 Accredited Investor. The Unit Holders are “accredited investors,” as such term is defined in Rule 501 (the provisions of which are known to the Unit Holders) promulgated under the Securities Act.

SECTION 4. MISCELLANEOUS.

4.1 Further Assurances. Each party hereto agrees to furnish or cause to be furnished, to the other party such documents or further assurances, and to perform, or cause to be performed, such undertakings as the other party may reasonably request at any time in connection with this Agreement.

4.2 Severability. If any provision of this Agreement shall be declared void or unenforceable by a judicial or administrative authority, the validity of any other provision and of the entire Agreement shall not be affected thereby.

4.3 Governing Law. This Agreement shall be governed by, and construed in accordance with, the substantive laws of the State of Ohio, without reference to its conflict of laws rules.

4.4 Expenses. Each of the parties will pay the fees and expenses incurred by it in connection with the preparation, execution, and delivery of this Agreement and the consummation of the transactions contemplated hereby.

4.5 Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument and shall become a binding agreement when one or more of the counterparts have been signed by each party.

4.6 Entire Agreement. This Agreement constitutes the entire agreement among the parties and supersedes all prior understandings, agreements, arrangements, or representations by or among the parties, written or oral, that may have related in any manner to the subject matter hereof.

Signature page follows

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above written.

	INNSUITES HOSPITALITY TRUST an Ohio real estate investment trust


	By:
	Name:
	Title:



	James F. Wirth



	Gail J. Wirth

	INNTERNATIONAL SUITES CORP. an Arizona corporation

	By:
	Name:
	Title:

Exhibit A

Name		No. of Units to be Converted
James F. Wirth and Gail J. Wirth		469,032
Innternational Suites Corp.		530,968

Under the Securities Exchange Act of 1934 (Amendment No. 7)1

Signature

NOTE EXCHANGE AGREEMENT

NOTES EXCHANGE AGREEMENT

This Class B Units Conversion Agreement (this “Agreement”), effective as of January 31, 2005, is entered into by and among InnSuites Hospitality Trust, an Ohio real estate investment trust (the “Company”), and the parties named on the signature pages hereof (the “Unit Holders”).

WHEREAS, James F. Wirth (“Wirth”) and his affiliates own all 4,467,938 outstanding Class B limited partnership units in RRF Limited Partnership, a Delaware limited partnership (the “Partnership”); and

WHEREAS, the Company and the Unit Holders have agreed to provide for the conversion of 1,000,000 of the Units as provided herein.

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

Under the Securities Exchange Act of 1934
(Amendment No. 7)¹