WESTCOAST HOSPITALITY CORP
EXHIBIT 10.1
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<TYPE>EX-10.1
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<FILENAME>v98901exv10w1.txt
<DESCRIPTION>EXHIBIT 10.1
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                      FIRST AMENDMENT TO CREDIT AGREEMENT


     THIS FIRST AMENDMENT TO CREDIT AGREEMENT (this "Amendment") is entered into
as of March 1, 2004, by and between WESTCOAST HOSPITALITY CORPORATION, a
Washington corporation ("Borrower"), and WELLS FARGO BANK, NATIONAL ASSOCIATION
("Bank").


                                    RECITALS
                                    --------

     A.   Borrower is currently indebted to Bank pursuant to the terms and
conditions of that certain Credit Agreement between Borrower and Bank dated as
of October 24, 2003, as amended from time to time ("Credit Agreement").

     B.   By letter dated November 3, 2003, Bank and Borrower entered into a
side letter with respect to certain provisions contained in Section 5.3 of the
Credit Agreement (the "Side Letter"). Bank and Borrower wish to incorporate the
provisions of the Side Letter into the Credit Agreement and to make certain
other changes to the terms and conditions set forth in the Credit Agreement, and
have agreed to amend the Credit Agreement to reflect said changes.

     NOW, THEREFORE, for valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the parties hereto agree that the Credit
Agreement shall be amended as follows:

     1.   Section 4.9(c) is hereby deleted in its entirety, and the following
substituted therefor:

               "(c) EBITDA Coverage Ratio.  EBITDA divided by Debt Service not
          less than 1.50 to 1.00, determined at each fiscal quarter end for the
          four fiscal quarters then ended; provided, however, that EBITDA
          divided by Debt Service may be not less than 1.35 to 1.00 as of the
          end of any given fiscal quarter for the four fiscal quarters then
          ended if both of the following conditions have been met: (i) Borrower
          shall have had no greater than One Million Dollars ($1,000,000.00)
          outstanding in the aggregate under Line of Credit A and Line of Credit
          B at any time during the thirty (30) consecutive days immediately
          prior to the end of such fiscal quarter; and (ii) Borrower shall have
          an aggregate balance outstanding under Line of Credit A and Line of
          Credit B of no greater than One Million Dollars ($1,000,000.00) as of
          the last day of such fiscal quarter.  As used herein, "Debt Service"
          shall be defined as total interest expense and dividends on preferred
          stock for the most recent four quarters ended, plus the current
          maturity of long-term debt ("CMLTD"), which shall be based on the
          CMLTD (including subordinated debt and capital leases) within the
          Balance Sheet dated 12-months prior to the most recent quarter ended,
          less that portion of balloon payments within CMLTD that exceeds
          normally scheduled payments.  In the event of an acquisition, Debt
          Service shall include the Debt Service (as defined herein) of the
          acquired property."


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     2.   Subparagraph (vi) at the end of Section 5.3 is hereby deleted in its
entirety, and the following substituted therefor:

          "(vi) the subordinated debt securities and corresponding preferred
          securities may not be redeemed for a period of five years from the
          date of issuance other than as a result of: (A) a tax event; or (B) a
          special event, with "special event" deemed to be a repurchase or
          redemption only in the following circumstances, so long as any debt
          related to such redemption or repurchase remains in all respects
          subordinate to the debt of Borrower to Bank: (I) a required redemption
          or repurchase in connection with a change of control of such WestCoast
          Entity or its successor; or (II) a required redemption of thirty-five
          percent (35%) of such outstanding securities triggered by a common
          stock offering made by such WestCoast Entity or its successor within
          three years of the closing of the Preferred Trust Offering which
          generates gross proceeds of $50,000,000 or more."

     3.   Except as specifically provided herein, all terms and conditions of
the Credit Agreement remain in full force and effect, without waiver or
modification. All terms defined in the Credit Agreement shall have the same
meaning when used in this Amendment. This Amendment and the Credit Agreement
shall be read together, as one document.

     4.   Borrower hereby remakes all representations and warranties contained
in the Credit Agreement and reaffirms all covenants set forth therein. Borrower
further certifies that as of the date of this Amendment there exists no Event of
Default as defined in the Credit Agreement as amended hereby, nor any condition,
act or event which with the giving of notice or the passage of time or both
would constitute any such Event of Default.

ORAL AGREEMENTS OR ORAL COMMITMENTS TO LOAN MONEY, EXTEND CREDIT OR TO FORBEAR
ENFORCING REPAYMENT OF A DEBT ARE NOT ENFORCEABLE UNDER WASHINGTON LAW.

     IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
executed as of the day and year first written above.

WESTCOAST HOSPITALITY,                     WELLS FARGO BANK,
 CORPORATION                                  NATIONAL ASSOCIATION


By:  /s/ Peter Hausback                      By:  /s/ Bruce Zavalney
    --------------------------                    -------------------------
     Peter Hausback                               Bruce Zavalney
     Chief Financial Officer                      Senior Relationship Manager



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