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EXHIBIT 10.30.18
THE RIGHTS OF THE HOLDER UNDER THIS AGREEMENT ARE
SUBJECT TO A PLEDGE AGREEMENT DATED AS OF MAY 23, 1997 IN
FAVOR OF XXXXX FARGO BANK, N.A.
AMENDED AND RESTATED THIRD PARTY PLEDGE
(ALTER/XXXXXXXXX:PARTNERSHIP UNITS)
THIS AMENDED AND RESTATED THIRD PARTY PLEDGE (this
"Agreement") is entered into as of this ____ day of August, 1997, by and between
(i) SUNSTONE HOTEL INVESTORS, L.P., a Delaware limited partnership ("Secured
Party"), and (ii) XXXXXX X. ALTER ("Alter") and RIVERSIDE HOTEL PARTNERS, INC.,
a California corporation ("Riverside") and XXXXXXX X. XXXXXXXXX ("Xxxxxxxxx")
and RIVERSIDE HOTEL PARTNERS INC., a California corporation (collectively, with
Xxxxxxxxx and Alter, "Pledgor").
RECITALS:
This Agreement is entered into based on the following
understandings:
A. Alter, Xxxxxxxxx and the Secured Party have entered into a
Third Party Pledge Agreement dated as of August 16, 1995 pursuant to which Alter
and Xxxxxxxxx have pledged Units to secure the obligations of Sunstone Hotel
Properties, Inc., a Colorado corporation ("Lessee") under certain leases (the
"Initial Percentage Leases"). Capitalized terms used in this Agreement and not
otherwise defined shall have the meaning given them in the Initial Percentage
Leases.
B. Under the Initial Agreement, Alter and Xxxxxxxxx were required
to pledge additional Units in proportion to their ownership interests in the
Lessee of 80% and 20% respectively. Because of the significant number of Hotels
acquired by the Secured Party, Alter has pledged all of the 385,564 Units he
owns directly or indirectly through Riverside. As the Secured Party anticipates
additional acquisitions which will exceed the available Units Alter has to
pledge under the existing formula, the Company desires to limit this obligation
to the Units currently owned by Alter or Riverside (excluding any Units held by
the Alter Investment Group, L.P., in which Xxxxxx Xxxxx has only a 1% beneficial
interest).
C. The Lessee has arranged a credit facility with Xxxxx Fargo
Bank to provide working capital (the "Credit Facility"). As a condition to
providing the Credit Facility, Xxxxx Fargo Bank has required that Alter
personally guarantee the obligations of the Lessee and that such guaranty be
secured by a first priority lien in Units with a value at all times equal to 1.8
times the maximum available amount under the Credit Facility. The Pledgor and
Secured Party desire to enter into this Amended and Restated Third Party Pledge
Agreement in order to provide a limitation on the obligations of Alter or
Xxxxxxxxx to pledge any additional Units as additional hotels are acquired
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by the Secured Party and leased to the Lessee and to permit the consummation of
the Credit Facility with Xxxxx Fargo Bank by agreeing to permit the senior lien
in favor of Xxxxx Fargo Bank on the Units.
NOW, THEREFORE, for and in consideration of the mutual covenants
contained herein and for other valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, Secured Party and Pledgor hereby
agree as follows:
1. GRANT OF SECURITY INTEREST.
a. As security for the performance of Lessee's obligations and
liabilities to Secured Party under the Percentage Leases (the "Obligations"),
Pledgor hereby pledges, hypothecates and grants to Secured Party a security
interest in 481,955 Partnership Units (the "Units," representing 385,564 Units
of Alter and 96,391 Units of Xxxxxxxxx, together with, after an occurrence and
during the continuance of an Event of Default, any and all proceeds thereof,
including without limitation, any and all dividends, income, interest and
distributions earned from or attributable to the investment or deposit of the
Units (the Units, together with all of the foregoing being collectively referred
to herein as the "Security Fund"). Prior to any Event of Default, and after the
cure thereof by Lessee (or Alter or Xxxxxxxxx, at their sole election), all
dividends, income, interest and/or distributions earned from or attributable to
the investment or deposit of the Security Fund shall be payable to Riverside,
Alter and Xxxxxxxxx; following an Event of Default such amounts shall be added
to and become a part of the Security Fund and shall only be disbursed in
accordance with the terms of this Agreement. By its execution of this Agreement,
Pledgor acknowledges that it has delivered the Units to Pledge Holder as
required by this Agreement. The word "Obligations" is used herein in its most
comprehensive sense and includes any and all debts, obligations and liabilities
of Lessee under the Percentage Leases heretofore, now or hereafter made,
incurred or created, whether voluntary or involuntary and however arising,
whether due or not due, absolute or contingent, liquidated or unliquidated,
determined or undetermined, and whether Lessee may be liable individually or
jointly, or whether recovery upon such Obligations may be or hereafter become
unenforceable.
b. Pledgor shall execute and deliver to Secured Party such
financing and continuation statements covering the Security Fund and take such
other actions as Secured Party may from time to time require to perfect and
continue the perfection of Secured Party's security interest in the Security
Fund. This Agreement constitutes written notice to Sunstone Hotel Investors,
L.P. of Secured Party's security interest in the Units as herein described.
c. The Pledgor acknowledges and agrees that, as a condition
precedent to the Secured Party entering into any additional leases (the
"Percentage Leases") with the Lessee, that the Pledgor must execute an amendment
to this Agreement amending Exhibit A to list the additional Units being pledged
in an amount equal to four (4) months of Base Rent under the new Percentage
Lease. References in this Agreement to "Percentage Leases" shall refer to the
Initial Percentage Leases and, as and when entered into, subsequent Percentage
Leases, each as listed on
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Exhibit "A." Notwithstanding the foregoing, neither Riverside, Alter nor
Xxxxxxxxx in their capacity as Pledgor shall have any obligation or duty
whatsoever to pledge any additional Units in excess of the following amounts:
Alter (and Riverside), 385,564 and Xxxxxxxxx, the lesser of 384,577 or the
amount which corresponds to the same percentage of the aggregate Units pledged
by the Pledgor as Xxxxxxxxx'x ownership interest in the Lessee (currently 20%).
2. CONTINUING AGREEMENT; REVOCATION; OBLIGATION UNDER OTHER AGREEMENTS.
This is a continuing agreement and all rights, powers and remedies hereunder
shall apply to all past, present and future Obligations of Lessee to Secured
Party under the Percentage Leases.
3. OBLIGATIONS JOINT AND SEVERAL; SEPARATE ACTIONS; WAIVER OF STATUTE
OF LIMITATIONS; REINSTATEMENT OF LIABILITY. The obligations hereunder are joint
and several and independent of the obligations of Lessee, and a separate action
or actions may be brought and prosecuted against Pledgor whether action is
brought against Lessee or any other person, or whether Lessee or any other
person is joined in any such action or actions. Pledgor acknowledges that there
are no conditions precedent to the effectiveness of this Agreement, and that
this Agreement is in full force and effect and is binding on Pledgor as of the
date written below, regardless of whether Secured Party obtains additional
collateral or any guaranties from others or takes any other action contemplated
by Pledgor. Pledgor waives the benefit of any statute of limitations affecting
Pledgor's liability hereunder or the enforcement thereof, and Pledgor agrees
that any payment of any Obligations or other act which shall toll any statute of
limitations applicable thereto shall similarly operate to toll such statute of
limitations applicable to Pledgor's liability hereunder. The liability of
Pledgor hereunder shall be reinstated and revived and the rights of Secured
Party shall continue if and to the extent for any reason any amount at any time
paid on account of the Obligations is rescinded or must be otherwise restored by
Secured Party, whether as a result of any proceedings in bankruptcy, insolvency,
reorganization or otherwise, all as though such amount had not been paid. The
determination as to whether any amount so paid must be rescinded or restored
shall be made by Secured Party in its sole discretion; provided, however, that
if Secured Party chooses to contest any such matter at the request of Pledgor,
Pledgor agrees to indemnify and hold Secured Party harmless from and against all
costs and expenses, including reasonable attorneys' fees, expended or incurred
by Secured Party in connection therewith, including without limitation, in any
litigation with respect thereto.
4. REPRESENTATIONS AND WARRANTIES.
a. Pledgor represents and warrants to Secured Party that: (i)
Pledgor is the owner directly or indirectly and has possession or control of the
Units; (ii) Pledgor has the right to pledge the Units; (iii) the Units are
genuine, free from liens, adverse claims, setoffs, default, prepayment, defenses
and conditions precedent of any kind or character, except as heretofore
disclosed to Secured Party in writing; (iv) specifically with respect to Units
consisting of investment securities, instruments, chattel paper, documents,
contracts, insurance policies or any like property, all persons appearing to be
obligated thereon have authority and capacity to contract and are bound
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as they appear to be, and the same comply with applicable laws concerning form,
content and manner of preparation and execution; (v) all statements contained
herein and, where applicable, in the Units are true and complete; and (vi)
except as disclosed to Secured Party, no financing statement covering any of the
Units and naming any secured party other than Secured Party, is on file in any
public office.
b. Pledgor further represents and warrants to Secured Party
that: (i) the Units pledged hereunder is so pledged at Lessee's request; (ii)
Secured Party has made no representation to Pledgor as to the creditworthiness
of Lessee; and (iii) Pledgor has established adequate means of obtaining from
Lessee on a continuing basis financial and other information pertaining to
Lessee's financial condition. Pledgor agrees to keep adequately informed from
such means of any facts, events or circumstances which might in any way affect
Pledgor's risks hereunder, and Pledgor further agrees that Secured Party shall
have no obligation to disclose to Pledgor any information or material about
Lessee which is acquired by Secured Party in any manner.
5. COVENANTS OF PLEDGOR.
a. Pledgor Agrees in General: (i) to indemnify Secured Party
against all losses, claims, demands, liabilities and expenses of every kind
caused by property subject hereto; (ii) to pay all costs and expenses, including
reasonable attorneys' fees, incurred by Secured Party any time after the
occurrence of an Event of Default in the realization, enforcement and exercise
of its rights, powers and remedies hereunder; (iii) to permit Secured Party to
exercise its powers; (iv) to execute and deliver such documents as Secured Party
deems necessary to create, perfect and continue the security interests
contemplated hereby; and (v) not to change its chief place of business or the
place where Pledgor keeps any records concerning the Units without first giving
Secured Party written notice of the address to which Pledgor is moving same.
b. Pledgor Agrees with regard to the Security Fund: (i) not to
permit any lien on the Security Fund except in favor of Secured Party and any
lien in favor of Xxxxx Fargo Bank to secure the Guaranty of Alter of the
obligations of Lessee under the Credit Facility (the "Senior Lien"); (ii) not to
withdraw any funds from any deposit account pledged to Secured Party hereunder
without Secured Party's prior written consent; (iii) not to sell, hypothecate or
otherwise dispose of any of the Units or any interest therein except with
respect to the Senior Lien, without the prior written consent of Secured Party;
(iv) to keep, in accordance with generally accepted accounting principles,
complete and accurate records regarding all Units and to permit Secured Party to
inspect the same at any reasonable time; (v) if requested by Secured Party
following an Event of Default under any Percentage Lease, to receive and use
reasonable diligence to collect proceeds from the Units, in trust and as part of
the Security Fund to be held in accordance with Section l(a) above; (vi) not to
commingle Units with other property; (vii) to provide any service and do any
other acts or things necessary to keep the Units free and clear of all defenses,
rights of offset and counterclaims; and (viii) if the Units consists of
securities and so long as no Event of Default exists, to vote said securities
and to give consents, waivers and ratifications with respect thereto, provided
that no vote shall be cast or consent, waiver or ratification given or action
taken which would impair Secured
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Party's interest in the Security Fund or be inconsistent with or violate any
provisions of this Agreement.
6. POWERS OF SECURED PARTY. Pledgor appoints Secured Party its true
attorney in fact to perform any of the following powers, which are coupled with
an interest, are irrevocable until termination of this Agreement and may be
exercised from time to time by Secured Party's officers and employees: (a) to
perform any obligation of Pledgor hereunder in Pledgor's name or otherwise; (b)
to notify any person obligated on any security, instrument or other document
subject to this Agreement of Secured Party's rights hereunder; (c) to collect by
legal proceedings or otherwise all dividends, interest, principal or other sums
now or hereafter payable upon or on account of the Security Fund; (d) to enter
into any extension, reorganization, deposit, merger or consolidation agreement,
or any other agreement relating to or affecting the Security Fund and in
connection therewith to deposit or surrender control of the Security Fund to
accept other property in exchange for the Security Fund, and to do and perform
such acts and things as Secured Party may deem proper, with any money or
property received in exchange for the Security Fund at Secured Party's option,
to be applied to the Obligations or held by Secured Party under this Agreement;
(e) to make any compromise or settlement Secured Party deems desirable or proper
in respect of the Security Fund; (f) to insure, process and preserve the
Security Fund; (g) to exercise all rights, powers and remedies which Pledgor
would have, but for this Agreement, under all the Units subject to this
Agreement; (h) to do all acts and things and execute all documents in the name
of Pledgor or otherwise, deemed by Secured Party as necessary, proper or
convenient in connection with the preservation, perfection or enforcement of its
rights hereunder; and (i) to execute and file in Pledgor's name any financing
statements and amendments thereto required to perfect Secured Party's security
interest hereunder; provided, however, that until the occurrence and only during
the continuation of an Event of Default shall have Secured Party have the right
to exercise the power of attorney for the purposes described in paragraphs (a),
(c), (d), (e), (f), (g), or (h). If an Event of Default has occurred and is
continuing, any or all Security Fund consisting of securities may be registered,
without notice, in the name of Secured Party or its nominee, and thereafter
Secured Party or its nominee may exercise, without notice, all voting and
partnership rights at any meeting of the partners of the issuer thereof, any and
all rights of conversion, exchange or subscription, or any other rights,
privileges or options pertaining to any Units all as if it were the absolute
owner thereof. The foregoing shall include, without limitation, the right of
Secured Party or its nominee to exchange, at its discretion, any and all Units
upon the merger, consolidation, reorganization, recapitalization or other
readjustment of the issuer thereof, or upon the exercise by the issuer thereof
or Secured Party of any right, privilege or option pertaining to any Units and
in connection therewith, the right to deposit and deliver any and all of the
Units with any committee, depository, transfer agent, registrar or other
designated agent upon such terms and conditions as Secured Party may determine.
All of the foregoing rights, privileges or options may be exercised without
liability except to account for property actually received by Secured Party.
Secured Party shall have no duty to exercise any of the foregoing, or any other
rights, privileges or options with respect to the Units and shall not be
responsible for any failure to do so or delay in so doing.
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7. CASH COLLATERAL ACCOUNT. Any money received by Secured Party in
respect of the Security Fund will be retained in an interest bearing cash
collateral account and the same shall, for all purposes, be deemed collateral
hereunder.
8. SECURED PARTY'S CARE AND DELIVERY OF UNITS.
a. Secured Party's obligation with respect to Security Fund in
its possession shall be strictly limited to the duty to exercise reasonable care
in the custody and preservation of the Security Fund, and such duty shall not
include any obligation to ascertain or to initiate any action with respect to or
to inform Pledgor of maturity dates, conversion, call or exchange rights, or
offers to purchase the Units or any similar matters, notwithstanding Secured
Party's knowledge of the same. Secured Party shall have no duty to take any
steps necessary to preserve the rights of Pledgor against prior parties, or to
initiate any action to protect against the possibility of a decline in the
market value of the Units. Secured Party shall not be obligated to take any
actions with respect to the Units requested by Pledgor unless such request is
made in writing and Secured Party determines, in its sole discretion, that the
requested action would not unreasonably jeopardize the value of the Units as
security for the Obligations. Secured Party may at any time deliver the Security
Fund, or any part thereof, to Pledgor, and the receipt thereof by Pledgor shall
be a complete and full acquittance for the Security Fund so delivered, and
Secured Party shall thereafter be discharged from any liability or
responsibility therefor.
b. Promptly following the third anniversary of the Percentage
Lease to which the Units pledged pursuant hereto relate, as set forth on Exhibit
A from time to time (or upon an earlier termination of the applicable Percentage
Lease, including a termination resulting from a sale of the applicable hotel),
and provided there is then existing no Event of Default under any Percentage
Lease (and following any cure of such Event of Default if one then exists),
Secured Party shall return the Units corresponding to such Percentage Lease to
Pledgor (according to the respective interest in such Units of Alter and
Xxxxxxxxx).
9. PLEDGOR'S WAIVERS.
a. Pledgor waives any right to require Secured Party to: (i)
proceed against any person, including Lessee; (ii) proceed against or exhaust
any security held from Lessee; (iii) give notice of the terms, time and place of
any public or private sale of personal property security held from Lessee or any
other person or otherwise comply with any other provisions of Section 9504 of
the California Uniform Commercial Code; (iv) pursue any other remedy in Secured
Party's power; or (v) make any presentments or demands for performance, or give
any notices of nonperformance, protests, notices of protest or notices of
dishonor in connection with any obligations or evidences of indebtedness held by
Secured Party as security or which constitute in whole or in part the
Obligations secured hereunder, or in connection with the creation of new or
additional Obligations.
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b. Pledgor waives any defense arising by reason of: (i) any
disability or other defense of Lessee or any other person; (ii) the cessation or
limitation from any cause whatsoever, other than payment in full, of the
Obligations of Lessee or any other person; (iii) any lack of authority of any
officer, director, partner, agent or any other person acting or purporting to
act on behalf of Lessee which is a corporation, partnership or other type of
entity, or any defect in the formation of Lessee; (iv) any act or omission by
Secured Party which directly or indirectly results in or aids the discharge of
Lessee or any Obligations by operation of law or otherwise; or (v) any
modification of the Obligations, in any form whatsoever, including any
modification made after revocation hereof to any Obligations incurred prior to
such revocation, and including without limitation the renewal, extension,
acceleration or other change in time for payment of the Obligations, or other
change in the terms of the Obligations, or any part thereof. Until all
Obligations shall have been paid in full, Pledgor shall have no right of
subrogation, and Pledgor waives any defense Pledgor may have based upon an
election of remedies by Secured Party which destroys Pledgor's subrogation
rights or Pledgor's rights to proceed against Lessee for reimbursement,
including without limitation, any loss of rights Pledgor may suffer by reason of
any rights, powers or remedies of Lessee in connection with any anti-deficiency
laws or any other laws limiting, qualifying or discharging Lessee's Obligations
(including without limitation, Sections 726 and 580d of the California Code of
Civil Procedure as from time to time amended). Until all Obligations of Lessee
to Secured Party shall have been paid in full, Pledgor further waives any right
to enforce any remedy which Secured Party now has or may hereafter have against
Lessee or any other person, and waives any benefit of, or any right to
participate in, any security whatsoever now or hereafter held by Secured Party.
10. AUTHORIZATIONS TO SECURED PARTY. Pledgor authorizes Secured Party
either before or after revocation hereof, without notice or demand and without
affecting Pledgor's liability hereunder, from time to time to: (a) alter,
compromise, renew, extend, accelerate or otherwise change the time for payment
of, or otherwise change the terms of the Obligations or any part thereof; (b)
take and hold security, other than the Units, for the payment of the Obligations
or any part thereof and exchange, enforce, waive and release the Units, or any
part thereof, or any such other security; (c) apply the Units or any other
security and direct the order or manner of sale thereof, including without
limitation, a non-judicial sale permitted by the terms of this Agreement, as
Secured Party in its discretion may determine; (d) release or substitute any one
or more of the endorsers or guarantors of the Obligations, or any part thereof,
or any other parties thereto; and (e) apply payments received by Secured Party
from Lessee to any Obligations of Lessee to Secured Party, in such order as
Secured Party shall determine in its sole discretion, whether or not any such
Obligations is covered by this Agreement, and Pledgor hereby waives any
provision of law regarding application of payments which specifies otherwise.
11. PAYMENT OF TAXES, CHARGES, LIENS AND ASSESSMENTS. Pledgor agrees to
pay, prior to delinquency, all taxes, charges, liens and assessments against the
Security Fund, and upon the failure of Pledgor to do so, Secured Party at its
option may pay any of them and shall be the sole judge of the legality or
validity thereof and the amount necessary to discharge the same. Any such
payments made by Secured Party shall be obligations of Pledgor to Secured Party,
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due and payable immediately upon demand, together with interest at a rate
determined in accordance with the provisions of Section 15 herein, and shall be
secured by the Security Fund, subject to all terms and conditions of this
Agreement.
12. EVENTS OF DEFAULT. The occurrence of any of the following shall
constitute an "Event of Default" under this Agreement: (a) any default in the
payment or performance of any obligation, or any defined event of default, after
any applicable cure or grace period under any Percentage Lease which has not
been cured by Pledgor within 10 days of the date such cure period of Lessee
expired; (b) any representation or warranty made by Pledgor herein shall prove
to be incorrect in any material respect when made; (c) Pledgor shall fail to
observe or perform any obligation or agreement contained herein after Secured
Party has provided written notice describing such failure and Pledgor has failed
within thirty (30) days of receipt of such notice to cure such failure, provided
if such cure cannot be completed within such thirty (30) day period, then such
cure period shall be extended for so long as Pledgor is diligently prosecuting
such cure to completion up to a maximum of ninety (90) days; and (d) any event
of default under the Credit Facility.
13. REMEDIES. Upon the occurrence of any Event of Default, Secured
Party shall have and may exercise without demand any and all rights, powers,
privileges and remedies granted to a secured party upon default under the
California Uniform Commercial Code or otherwise provided to Secured Party by
law. All rights, powers, privileges and remedies of Secured Party shall be
cumulative. Secured Party may exercise its right of setoff with respect to the
Obligations in the same manner as if the Obligations were unsecured. No delay,
failure or discontinuance of Secured Party in exercising any right, power,
privilege or remedy hereunder shall affect or operate as a waiver of such right,
power, privilege or remedy; nor shall any single or partial exercise of any such
right, power, privilege or remedy preclude, waive or otherwise affect any other
or further exercise thereof or the exercise of any other right, power, privilege
or remedy. Any waiver, permit, consent or approval of any kind by Secured Party
of any default hereunder, or any such waiver of any provisions or conditions
hereof, must be in writing and shall be effective only to the extent set forth
in writing. While an Event of Default exists: (a) Secured Party may, at any time
and at Secured Party's sole option, liquidate any time deposits pledged to
Secured Party hereunder, whether or not said time deposits have matured and
notwithstanding the fact that such liquidation may give rise to penalties for
early withdrawal of funds; (b) Secured Party may appropriate the Security Fund
and apply all proceeds toward repayment of the Obligations in such order as
Secured Party may from time to time elect or, at Secured Party's sole option,
place any proceeds in the cash collateral account; and (c) at Secured Party's
request, Pledgor will assemble and deliver all Units, and books and records
pertaining thereto, to Secured Party at a reasonably convenient place designated
by Secured Party. It is agreed that public or private sales, for cash or on
credit, to a wholesaler or retailer or investor, or user of property of the
types subject to this Agreement, or public auction, are all commercially
reasonable since differences in the sales prices generally realized in the
different kinds of sales are ordinarily offset by the differences in the costs
and credit risks of such sales. For any Units consisting of securities, Secured
Party shall be under no obligation to delay a sale of any portion thereof for
the period of time necessary to permit the issuer thereof to register such
securities for public sale under any applicable state or federal law, even if
the issuer thereof would agree to do so.
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14. DISPOSITION OF UNITS. Secured Party shall not transfer all or any
part of the Units or Security Fund except in connection with the exercise of
remedies as provided in Section 13 above. Any proceeds of any disposition of any
of the Units or any part thereof, shall be applied by Secured Party to the
payment of expenses incurred by Secured Party in connection with the foregoing,
including reasonable attorneys' fees, and the balance of such proceeds shall be
applied by Secured Party toward the payment of the Obligations in such order of
application as Secured Party may from time to time elect.
15. COSTS, EXPENSES AND ATTORNEYS' FEES. Pledgor shall pay to Secured
Party immediately upon demand the full amount of all payments, advances,
charges, costs and expenses, including reasonable attorneys' fees incurred by
Secured Party after the occurrence and during the continuance of any Event of
Default in exercising any right, power, privilege or remedy conferred by this
Agreement or in the enforcement thereof, including any of the foregoing incurred
in connection with any bankruptcy proceeding relating to Pledgor or the
valuation of the Units including without limitation, the seeking of relief from
or modification of the automatic stay or the negotiation and drafting of a cash
collateral order. All of the foregoing shall be paid to Secured Party by Pledgor
with interest at a rate per annum equal to the lesser of ten percent (10%) or
the maximum rate permitted by law.
16. GOVERNING LAW; SUCCESSORS, ASSIGNS. This Agreement shall be
governed by and construed in accordance with the laws of the State of
California, and shall be binding upon and inure to the benefit of the heirs,
executors, administrators, legal representatives, successors and assigns of the
parties.
17. SEVERABILITY OF PROVISIONS. If any provision of this Agreement
shall be held to be prohibited by or invalid under applicable law, such
provision shall be ineffective only to the extent of such prohibition or
invalidity, without invalidating the remainder of such provision or any
remaining provisions of this Agreement.
18. AMENDMENT AND RESTATEMENT. This Agreement amends and restates and
supersedes in its entirety the Third Party Pledge Agreement dated as of August
16, 1995.
IN WITNESS WHEREOF, this Agreement has been duly executed as of the
date first written above.
PLEDGOR
/S/ XXXXXX X. ALTER
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Xxxxxx X. Alter
/S/ XXXXXXX X. XXXXXXXXX
----------------------------------
Xxxxxxx X. Xxxxxxxxx
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RIVERSIDE HOTEL PARTNERS, INC.,
a California corporation
By: /s/XXXXXX X. ALTER
------------------
Xxxxxx X. Alter
By: /s/XXXXXXX XXXXXXXXX
--------------------
Xxxxxxx Xxxxxxxxx
SECURED PARTY
SUNSTONE HOTEL INVESTORS, L.P., a
Delaware limited partnership
By: Sunstone Hotel Investors, Inc., a Maryland
corporation
By: /s/XXXXXX X. ALTER
------------------
Its: President
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EXHIBIT A
Percentage Leases & Pledge of Units
FOUR Number of THIRD INITIALS
PERCENTAGE MONTHS Allocable ANNIVERSARY OF
LEASE BASE RENT PLEDGED UNITS DATE PLEDGOR
----- --------- ------------- ---- -------
Hampton Inn - $188,750 19,868 August 16, 1998 RAA/CLB
Denver S.E., CO
Hampton Inn - 150,000 15,790 August 16, 1998 RAA/CLB
Pueblo, CO
Courtyard by Marriott - 135,000 14,211 August 16, 1998 RAA/CLB
Fresno, CA
Hampton Inn - 158,667 16,702 August 16, 1998 RAA/CLB
Mesa, AZ
Holiday Inn - 125,000 13,158 August 16, 0000 XXX/XXX
Xxxxxxxxx Xxxxxxx, XX
Holiday Inn - 142,000 14,947 August 16, 1998 RAA/CLB
Craig, CO
Holiday Inn - 53,333 5,614 August 16, 1998 RAA/CLB
Provo, UT
Hampton Inn - 161,000 16,947 August 16, 1998 RAA/CLB
Silverthorne, CO
Best Western - 220,000 23,158 August 16, 0000 XXX/XXX
Xxxxx Xx, XX
Hampton Inn - 132,000 13,895 August 16, 1998 RAA/CLB
Arcadia, CA
Hampton Inn - 139,333 13,933 December 13, 1998 RAA/CLB
Oakland, CA
Holiday Inn - 189,000 17,182 February 2, 0000 XXX/XXX
Xxxx, XX
Holiday Inn - 107,917 9,811 February 2, 1999 RAA/CLB
Poulsbo, WA
Hampton Inn - 145,667 13,242 February 2, 1999 RAA/CLB
Clackamas, WA
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FOUR Number of THIRD INITIALS
PERCENTAGE MONTHS Allocable ANNIVERSARY OF
LEASE BASE RENT PLEDGED UNITS DATE PLEDGOR
----- --------- ------------- ---- -------
Holiday Inn - 121,000 11,000 February 2, 1999 RAA/CLB
Portland, OR
Courtyard By Marriott - 142,000 14,025 April 1, 1999 RAA/CLB
Riverside, CA
Holiday Inn Select - 270,000 24,828 June 28, 1999 RAA/CLB
Renton, WA
Comfort Suites - 240,000 24,615 August 13, 0000 XXX/XXX
Xx. Xxx Xxxxxxxxx, XX
Days Inn - 90,000 9,231 August 13, 1999 RAA/CLB
Price, UT
Residence Inn - 100,000 9,524 September 20, 0000 XXX/XXX
Xxxxxxxxx Xxxxx, XX
Holiday Inn - 100,000 9,090 October 29, 1999 RAA/CLB
Flagstaff, Arizona
Holiday Inn - 268,666 24,424 October 29, 1999 RAA/CLB
Mesa, Arizona
Hampton Inn - 115,400 10,455 October 29, 0000 XXX/XXX
Xxxxxx, Xxxxxxx
Xxxxxxxx Xxxxx - 000,000 29,665 December 19, 0000 XXX/XXX
Xxxxxx, Xxxxxxxxxx
Ramada Hotel - 335,530 25,810 January 17, 2000 RAA/CLB
Cypress, CA
Holiday Inn Harbor View - $289,033 22,233 January 17, 2000 RAA/CLB
San Diego, CA
Hawthorn Suites - $367,533 26,479 March 10, 2000 RAA/CLB
Kent, WA
Holiday Inn - $501,992 38,232 March 31, 0000 XXX/XXX
Xx Xxxxxx, XX
Fountain Suites - $528,900 39,529 May 6, 2000 RAA/CLB
Sacramento, CA
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FOUR Number of THIRD INITIALS
PERCENTAGE MONTHS Allocable ANNIVERSARY OF
LEASE BASE RENT PLEDGED UNITS DATE PLEDGOR
----- --------- ------------- ---- -------
Ramada Plaza - $387,000 29,208 June 11, 0000 XXX/XXX
Xxx Xxxx -
Xxx Xxxxx, XX
COMBINED TOTALS: $6,268,121 556,806*
========== =======
* Maximum number of units pledged is 481,955 pursuant to Section 1(a) of the
Agreement.
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