Exhibit 10.1


 


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.


 


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


 


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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).


 


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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


 


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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


 


 


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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:

  	
   

  	
   

  
						



 


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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

  	
   

  



 


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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).


 


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