Exhibit 10.19
ACCOMMODATION PLEDGE AGREEMENT
THIS ACCOMMODATION PLEDGE AGREEMENT (this "Agreement") is made on
December 27, 2001 by each of the undersigned (each herein, referred to as
"Pledgor" and collectively as "Pledgors" with an address as it appears with the
signature below to AMERICAN REAL ESTATE HOLDINGS, L.P. (herein referred to as
"Lender").
RECITALS
WHEREAS, Lender is extending credit to Xxxx X. Icahn, individually
("Borrower"); and
WHEREAS, for good and valuable consideration in hand received by
Pledgors from Borrower and to induce Lender to extend credit to Borrower, each
Pledgor wishes to grant security for Borrower's performance of its obligations
to Lender under the note in the principal amount of $250 million, dated the date
hereof, made by Borrower in favor of Lender (the "Note") and, to that effect, to
pledge and assign to Lender all of its rights, title and interest in securities
owned by each Pledgor, listed on Schedule A hereto (with respect to the
securities pledged by each Pledgor, as the same may be adjusted in amount in
accordance with the provisions of Section 2 of this Agreement, the "Pledged
Securities"):
WHEREAS, Borrower is delivering to Lender a Pledge Agreement dated the
date hereof in respect of certain securities owned by Borrower (the "Borrower
Pledge Agreement");
NOW THEREFORE, in consideration of the foregoing and other good and
valuable consideration the receipt and adequacy of which are hereby
acknowledged, each Pledgor agrees as follows:
1. Security Interest.
(a) As security for the Obligations (as defined below), each
Pledgor hereby delivers, pledges and assigns to Lender, and creates in Lender, a
first perfected security interest in all of its right, title and interest in and
to all of the Pledged Securities together with all rights and privileges of
Pledgor with respect thereto, all proceeds, income and profits thereof and all
property received with respect to the Pledged Securities in addition thereto, in
exchange thereof or in substitution therefor (the "Collateral").
(b) This Pledge Agreement secures the payment of all obligations
of Borrower to Lender under the Note, whether primary or secondary, direct or
indirect, absolute or contingent, joint or several, secured or unsecured, due or
not, liquidated or unliquidated, arising by operation of law or otherwise
whether for principal, interest, fees, expenses or otherwise, together with all
costs of collection or enforcement, including, without limitation, reasonable
attorneys' fees incurred in any collection efforts or in any action or
proceeding (all such obligations being the "Obligations").
2. Stock Dividends, Options, or Other Adjustments; Revaluation of
Pledged Securities.
(a) Until the date on which this Pledge Agreement terminates as
provided in Section 11 hereof, Lender shall receive as Collateral any and all
additional shares of stock or any other property of any kind distributable on or
by reason of the Collateral, whether in the form of or by way of stock
dividends, warrants, liquidation, partial liquidation, conversion, prepayments
or redemptions (in whole or in part) or otherwise. If any additional shares of
capital stock, instruments, or other property against which a security interest
can only be perfected by possession by Lender, which are distributable on or by
reason of the Collateral shall come into the possession or control of any
Pledgor, such Pledgor shall hold or control and forthwith transfer and deliver
the same to Lender, subject to the provisions hereof.
(b) The number of securities constituting Pledged Securities
shall be maintained by Pledgors, jointly and severally, in an amount such that,
at the end of each calendar quarter during the term of this Agreement (each a
"Valuation Date"), such Pledged Securities shall have a value equal to the value
on the date hereof or such lesser amount as shall equal the outstanding
principal amount of the Note plus accrued but unpaid interest thereon (the
"Threshold Amount") based upon the Market Value (as defined below) thereof on
the Valuation Date. In the event the Market Value of the Pledged Securities
exceeds the Threshold Amount on any Valuation Date, Lender shall within ten
business days thereafter take all such action necessary to return such portion
of the Pledged Securities required to maintain the Market Value of the Pledged
Securities at (but no greater than) the Threshold Amount (rounded up to the
nearest whole unit). In the event the Market Value of the Pledged Securities is
less than the Threshold Amount on any Valuation Date, Pledgor shall within ten
business days thereafter take all such action necessary to pledge additional
units of the securities then representing the Pledged Securities required to
maintain the Market Value of the Pledged Securities at the Threshold Amount
(rounded up to the nearest whole unit). Any such return of Pledged Securities or
additional pledges thereof shall be in such proportion (by class of security) so
as to maintain the proportion of Pledged Securities (by class of security)
pledged by each Pledgor on the date of this Agreement (rounded to the nearest
whole unit). For purposes of this Agreement, the term "Market Value" on any
Valuation Date shall equal the average of the daily closing prices per unit of
such security for the ten (10) consecutive New York Stock Exchange ("NYSE")
trading days up to and including the date which is the fifth business date prior
to the Valuation Date or, if the NYSE is no longer the primary marketplace on
which the Pledged Securities are traded, then in such primary marketplace.
3. Delivery of Share Certificates; Stock Powers; Registration of
Pledge. All instruments and share certificates representing the Collateral are
being delivered to the account of the Lender at Icahn & Co., Inc. simultaneously
herewith. Each Pledgor shall deliver or cause the entity issuing the Collateral
to deliver directly to Lender all instruments, share certificates or other
documents representing Collateral acquired or received after the date of this
Agreement with a stock power duly executed by such Pledgor. If at any time
Lender notifies any Pledgor that additional stock powers endorsed in blank held
by Lender with respect to the Collateral are required, such Pledgor shall
promptly execute in blank and deliver such stock powers as Pledgee
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may request. If advisable in the sole descretion of the Audit Committee of
American Property Investors, Inc. ("API"), as general partner of American Real
Estate Partners, L.P., the parent partnership of the Lender, Pledgor shall cause
the Issuer of the Pledged Securities to register Lender as the record owner of
the Pledged Securities on its books.
4. Power of Attorney. Whether or not any Event of Default (as defined
below) has occurred, Pledgor hereby constitutes and irrevocably appoints the
Audit Committee of API, with full power of substitution and revocation by
Lender, as Pledgor's true and lawful attorney-in-fact, to the full extent
permitted by law, to transfer or cause the transfer of the Collateral, or any
part thereof on the books of the entity issuing the same, to the name of Lender
or Lender's nominee and thereafter exercise as to such Collateral all the
rights, power and remedies of an owner and otherwise to take such actions and
execute such instruments as the Audit Committee of API may deem necessary or
advisable to accomplish the purposes of this Agreement. The power of attorney
granted pursuant to this Agreement and all authority hereby conferred are
granted and conferred solely to protect the interest of Lender in the Collateral
and shall not impose any duty upon Lender to exercise any power. This power of
attorney shall be irrevocable as one coupled with an interest prior to the
payment in full or other satisfaction of all of the Obligations to Lender.
5. Inducing Representations of Pledgor. Pledgor represents and warrants
to Lender that:
(a) Borrower is the sole beneficial owner (directly or
indirectly) of all of the issued and outstanding shares of capital stock or
other equity interests of each Pledgor;
(b) Neither the making of the loan pursuant to the Note, nor the
use of the proceeds thereof, will violate or be inconsistent with the provisions
of Regulation T, U or X of the Board of Governors of the Federal Reserve System
and no part of such loan (or the proceeds thereof) will be used to purchase or
carry any margin stock or to extend credit for the purpose of purchasing or
carrying any margin stock;
(c) The Market Value of the Pledged Securities, determined in
accordance with Section 2(b) as of the close of trading on December 26, 2001, is
not less than $250 million;
(d) Each Pledgor has delivered to Lender and has filed with the
Secretary of State of the state of its incorporation a UCC-1 financing statement
relating to the pledge of Collateral hereunder;
(e) Pledgor is the sole legal and beneficial owner of, and has
good and marketable title to, the Collateral pledged by such Pledgor, free and
clear of all pledges, liens, security interests and other encumbrances other
than the security interest created by this Agreement, and each Pledgor has the
unqualified right and authority to execute this Agreement and to pledge such
Collateral to Lender, as provided for herein;
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(f) There are no outstanding options, warrants or other
agreements with respect to the Collateral;
(g) The Pledged Securities have been validly issued and are fully
paid and non-assessable; the holder thereof is not and will not be subject to
any personal liability as such holder; and are not subject to any charter,
bylaw, statutory, contractual or other restriction governing their issuance,
pledge, transfer, ownership or control except that sale or transfer may be
limited in the absence of an effective registration statement (i) under the
Securities Act of 1933, as amended (the "Act"), (ii) under applicable state
securities laws, and (iii) under applicable non-U.S. laws (provided however that
if any such registration statement is unnecessary, Pledgors shall provide Lender
an opinion of counsel satisfactory to Lender that the sale or transfer is exempt
from registration under said Act and laws);
(h) Any consent, approval or authorization of or designation or
filing with any authority on the part of any Pledgor which is required in
connection with the pledge and security interest granted under this Agreement
has been obtained or effected and is in full force and effect;
(i) The execution and delivery of this Agreement by the Pledgors,
and the performance by Pledgors of their respective obligations hereunder, will
not result in a violation of any mortgage, indenture, contract, instrument,
judgment, decree, order, statute, rule or regulation to which any Pledgor is
subject;
(j) As of October 31, 2001, (i) the collective net worth of High
Coast Limited Partnership ("High Coast") and Leyton LLC ("Leyton") is not less
than $57 million, (ii) the net worth of Barberry Corp. is not less than $500
million;
(k) Neither Leyton nor High Coast have any liabilities other than
to entities in which Borrower owns 100% of the equity interests; and
(l) Pledgors have delivered to Lender and have filed with the
Secretary of State of the State of New York one or more UCC-1 financing
statements relating to the pledge of Collateral hereunder.
6. Obligations of Pledgors. Each Pledgor further covenants to Lender
that, during the term hereof:
(a) Such Pledgor will not sell, transfer or convey any interest
in, or suffer or permit any lien or encumbrance to be created upon or with
respect to, any of the Collateral pledged by such Pledgor (other than as created
under this Agreement);
(b) Such Pledgor will, at its own expense, at any time and from
time to time at Lender's request, execute and deliver such agreements and other
documents as may be requested by Lender to further preserve, perfect or enforce
Lender's rights, interests and remedies provided in this Agreement.
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7. Rights of Pledgors. Prior to the occurrence and continuance of an
Event of Default (as defined below), and so long as Lender has not transferred
the Collateral to its own name under Section 4 hereof, each Pledgor shall be
entitled to vote or consent with respect to the Collateral pledged by such
Pledgor in any manner not inconsistent with this Agreement or any note, document
or instrument delivered pursuant to or in connection with this Agreement or with
the Obligations and, if the Lender has had the shares transferred into his name,
the Lender will take such steps that are reasonable and necessary to permit such
Pledgor to exercise its right to vote the Collateral pledged by such Pledgor.
Pledgors hereby grant to Lender an irrevocable proxy to vote the Collateral,
which proxy shall be effective immediately upon the occurrence of an Event of
Default.
8. Rights of Lender. At any time whether or not an Event of Default
shall exist, unless otherwise explicitly noted below in this Section and without
notice, Lender may, at the direction of the Audit Committee of API:
(a) Collect by legal proceedings or otherwise all dividends,
interest, principal payments, capital distributions and other sums now or
hereafter payable on account of said Collateral, and hold the same as part of
the Collateral, or apply the same to any of the Obligations in such manner and
order as Lender may decide in its sole discretion;
(b) Upon the occurrence and continuance of an Event of Default,
enter into any extension, subordination, reorganization, deposit, merger, or
consolidation agreement or any other agreement relating to or affecting the
Collateral and, in connection therewith, deposit or surrender control of such
Collateral thereunder, and accept other property in exchange therefor and hold
and apply such property or money so received in accordance with the provisions
hereof; or
(c) Discharge any taxes, liens, security interests or other
encumbrances levied or placed on the Collateral, or pay for the maintenance and
preservation of the Collateral; and the amount of such payments, plus any and
all fees, costs and expenses of Lender (including attorneys' fees and
disbursements), in connection therewith, shall, at Lender's option, be
reimbursed by Pledgors, jointly and severally, on demand, with interest thereon
at the highest interest rate applicable with respect to the Obligations from the
date paid, or added to the Obligations secured hereby.
9. Event of Default; Remedies.
(a) The occurrence of any one or more of the following events
shall constitute an event of default ("Event of Default") under this Agreement:
(i) if a "Default" or "Event of Default" shall occur under the terms of the
Note, any other Loan Document (as defined in the Borrower Pledge Agreement) or
any other agreement giving rise to or executed in connection with the
Obligations; (ii) if any Pledgor or any obligor or guarantor of, or any party
to, any of the Obligations or the Collateral (the same, including the Pledgors,
being collectively referred to herein as "Obligors") shall default in the
punctual payment of any sum payable with respect to, or in the observance or
performance of any of the terms and conditions of, any Obligations or of
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this Pledge Agreement; (iii) if any warranty or representation made to Lender at
any time by or on behalf of any Obligor is false or misleading in any material
respect when made; (iv) in the event of the making or filing of any lien, levy,
or execution on, or seizure, attachment or garnishment of, any of the
Collateral; (v) if any of the Obligors being a natural person or any general
partner or member of an Obligor which is a partnership or limited liability
company, shall die or (being a partnership, limited liability company or
corporation) shall be dissolved, or if any of the Obligors (if a corporation)
shall fail to maintain its corporate existence in good standing; (vi) or if any
of the Obligors shall become insolvent (however defined or evidenced) or make an
assignment for the benefit of creditors, or make or send notice of an intended
bulk transfer, or if there shall be convened a meeting of the creditors or
principal creditors of any of the Obligors or if a committee of creditors is
appointed for any of them; (vii) or if there shall be filed by or against any of
the Obligors any petition for any relief under the bankruptcy laws of the United
States now or hereafter in effect or under any insolvency, readjustment of debt,
dissolution or liquidation law or statute of any jurisdiction now or hereafter
in effect (whether at law or in equity); (viii) if the usual business of any of
the Obligors shall be terminated or suspended; (ix) if any proceedings,
procedure or remedy supplementary to or in enforcement or judgment shall be
commenced against, or with respect to any property or, any of the Obligors; or
(x) if any petition or application to any court or tribunal, at law or in
equity, be filed by or against any of the Obligors for the appointment of any
receiver or trustee for any of the Obligors or any part of the property of any
of them.
(b) Upon the occurrence and continuance of an Event of Default as
hereinbefore defined and at the direction of the Audit Committee of API:
(i) In addition to all the rights and remedies of a secured
party under the Uniform Commercial Code, Lender shall have the right,
and without demand of performance or other demand, advertisement or
notice of any kind, except as specified below, to or upon any Pledgor
or any other person (all and each of which demands, advertisements
and/or notices are hereby expressly waived to the extent permitted by
law), to proceed forthwith to collect, receive, appropriate and realize
upon the Collateral, or any part thereof and to proceed forthwith to
sell, assign, give an option or options to purchase, contract to sell,
or otherwise dispose of and deliver the Collateral or any part thereof
in one or more parcels at public or private sale or sales at any stock
exchange, broker's board or at any of Lender's offices or elsewhere at
such prices and on such terms (including, without limitation, a
requirement that any purchaser of all or any part of the Collateral
shall be required to purchase any securities constituting the
Collateral solely for investment and without any intention to make a
distribution thereof) as Lender in its sole and absolute discretion
deems appropriate without any liability for any loss due to decrease in
the market value of the Collateral during the period held or the manner
in which the Collateral is sold. If any notification of intended
disposition of the Collateral is required by law, such notification
shall be deemed reasonable and properly given if mailed, postage
prepaid, at least ten (10) days before any such disposition, to the
address of the Pledgor pledging such Collateral indicated on Schedule A
hereto. Any disposition of the Collateral or any part thereof may be
for cash or on credit or for future delivery without assumption of any
credit risk, with the right to Lender to purchase all or any part
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of the Collateral so sold at any such sale or sales, public or
private, free of any equity of redemption or right of redemption in
any Pledgor, which right or equity is, to extent permitted by
applicable law, hereby expressly waived or released by the Pledgor.
(ii) All of Lender's rights and remedies, including but not
limited to the foregoing, shall be cumulative and not exclusive and
shall be enforceable alternatively, successively or concurrently as
Lender may deem expedient.
(iii) Lender may elect, at Pledgors' expense, jointly and
severally, to obtain the advice of any investment banking firm or other
advisor, with respect to the method and manner of sale or other
disposition of any of the Collateral, the best price reasonably
obtainable therefor, the consideration of cash or credit terms, or any
other details concerning such sale or disposition. Lender, in its sole
discretion, may elect to sell on such credit terms which it deems
reasonable. The sale of any of the Collateral on credit terms shall not
relieve any Pledgor of its liability under any of the Obligations until
the full purchase price for the Collateral has been paid in full. All
payments received by Lender in respect of all sale of Collateral shall
be applied to the Obligations in such order as Lender shall elect, as
and when such payments are received.
(iv) Pledgors recognize that Lender may be unable to effect a
public sale of all or a part of the Collateral by reason of certain
prohibitions contained in the Act or in any applicable U.S. state laws
or non-U.S. laws, but may be compelled to resort to one or more private
sales to a restricted group of purchasers who will be obliged to agree,
among other things, to acquire the Collateral for their own account,
for investment and not with a view for the distribution or resale
thereof. Each Pledgor agrees that private sales so made may be at
prices and on other terms less favorable to the seller than if the
Collateral were sold at public sale, and that Lender has no obligation
to delay the sale of any Collateral for the period of time necessary to
permit the registration of the Collateral for public sale under the
Act. Each Pledgor agrees that a private sale or sales made under the
foregoing circumstances shall be deemed to have been made in a
commercially reasonable manner.
(v) If any consent, approval or authorization of any state,
municipal or other governmental department, agency or authority should
be necessary to effect any sale or other disposition of the Collateral,
or any partial disposition of the Collateral, each Pledgor will execute
all such applications and other instruments as may be required in
connection with securing any such consent, approval or authorization,
and will otherwise use its best efforts to secure the same. Each
Pledgor further agrees to use its best efforts to secure such sale or
other disposition of the Collateral as Lender may deem necessary
pursuant to the terms of this Agreement.
(vi) Upon any sale or other disposition, Lender shall have the
right to deliver, assign and transfer to the purchaser thereof the
Collateral so sold or disposed of. Each purchaser at any such sale or
other disposition (including Lender) shall hold the Collateral free
from any claim or right of whatever kind, including any equity of
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redemption or right of redemption of any Pledgor. Each Pledgor
specifically waives, to the extent permitted by applicable law, all
rights of redemption, stay or appraisal which it had or may have under
any rule of law or statute now existing or hereafter adopted.
(vii) Lender shall not be obligated to make any sale,
redemption or other disposition, unless the terms thereof shall be
satisfactory to it. Lender may, without notice or publication, adjourn
any private or public sale, and, upon five (5) days prior notice to the
applicable Pledgor, hold such sale at any time or place to which the
same may be so adjourned. In case of any sale of all or any part of the
Collateral, on credit or future delivery, the Collateral so sold may be
retained by Lender until the selling price is paid by the purchaser
thereof, but Lender shall incur no liability in case of the failure of
such purchaser to take up and pay for the property so sold and, in case
of any such failure, such property may again be sold as herein
provided.
10. Disposition of Proceeds.
The proceeds of any sale or disposition of all or any part of
the Collateral shall be applied by Lender in the following order:
(i) to the payment in full of the costs and expenses of such
sale or sales, collections, and the protection, declaration and
enforcement of any security interest granted hereunder, including the
reasonable compensation of Lender's agents and attorneys;
(ii) to the payment of the Obligations in such order as Lender
may elect; and
(iii) to the payment to the Pledgors pro rata on the basis of
their respective Collateral that has been sold, redeemed or otherwise
disposed of, of any surplus then remaining from such proceeds, subject
to the rights of any holder of a lien on the Collateral of which Lender
has actual notice.
11. Termination. This Pledge Agreement shall continue in full force and
effect until all of the Obligations shall have either been paid in full or
otherwise satisfied. Subject to any sale or other disposition by Lender of the
Collateral or any part thereof pursuant to this Agreement, at such termination
Lender shall return the Collateral to the respective Pledgors without warranty
by or recourse to Lender.
12. General Provisions.
(a) All expenses (including reasonable fees and disbursements of
counsel) incurred by Lender or the Audit Committee of API in connection with any
actual or attempted sale of the Collateral, or any other action taken by Lender
or the Audit Committee of API hereunder whether directly or as attorney-in-fact
pursuant to a power of attorney or other authorization herein conferred, for the
purpose of enforcing satisfaction of the liability of any
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Pledgor hereunder, including such Pledgor's failure to pay costs of
Lender or the Audit Committee of API of acting against the Collateral
as provided herein, shall be deemed an Obligation of Pledgor for all
purposes of this Agreement and Lender or the Audit Committee of API
may apply the Collateral to payment of or reimbursement of Lender or
the Audit Committee of API for such liability.
(b) Lender and its assigns shall have no obligation in respect of
the Collateral, except to use reasonable care in holding the Collateral
and to hold and dispose of the same in accordance with the terms of
this Agreement. Notwithstanding anything contained in this Agreement to
the contrary, each Pledgor acknowledges that Lender may enforce the
obligations due under the Note by proceeding against any or all
Pledgors under this Agreement or Borrower under the Borrower Pledge
Agreement in whichever priority it deems advisable in Lender's sole and
absolute discretion.
(c) Unless the party to be notified otherwise notifies the other
party in writing as provided in this Section, notices shall be given
hereunder by telecopy, by certified mail or by recognized overnight
delivery services to any party at its address on Schedule A to this
Pledge Agreement. Notices shall be effective (a) if given by certified
mail, on the third day after deposit in the mails with postage prepaid,
addressed as aforesaid; (b) if given by recognized overnight delivery
service, on the business day following deposit with such service,
addressed as aforesaid; or (c) if given by telecopy, when the telecopy
is transmitted to the telecopy number as aforesaid; provided that all
notices to Lender shall be effective on receipt.
(d) No course of dealing between any Pledgor and Lender or
Lender's failure to exercise or delay in exercising any right, power or
privilege hereunder shall operate as a waiver thereof. Any single or
partial exercise of any right, power or privilege hereunder shall not
preclude any other or further exercise thereof or the exercise of any
other right, power or privilege.
(e) The provisions of this Pledge Agreement are severable, and if
any clause or provision shall be held invalid or unenforceable in whole
or in part in any jurisdiction, then such invalidity or
unenforceability shall affect only such clause or provision, or part
thereof, in such jurisdiction and shall not in any manner affect such
clause or provision in any other jurisdiction, or any other clause or
provision of this Pledge Agreement in any jurisdiction.
(f) This Pledge Agreement is subject to modification only by a
writing signed by all of the parties hereto.
(g) The benefits and burdens of this Pledge Agreement shall inure
to the benefit of and be binding upon the respective successors and
assigns of the parties hereto; provided, however, that the rights and
obligations of a Pledgor under this Pledge Agreement shall not be
assigned or delegated without the prior consent of Lender.
(h) This Agreement shall be governed by and construed in
accordance with the laws of the State of New York, without regard to
its conflicts of laws principles. Pledgor hereby irrevocably consents
to the jurisdiction of the courts of the State of New York and of any
Federal
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Court located in such State in connection with any action or
proceeding arising out of or relating to the Obligations, this Pledge
Agreement or the Collateral, or any document or instrument delivered
with respect to any of the Obligations. Each Pledgor hereby waives
personal service of any summons, complaint or other process in
connection with any such action or proceeding and agrees that the
service thereof may be made by certified mail directed to Pledgor at
the address provided herein for receipt of notices. Each Pledgor so
served shall appear or answer to such summons, complaint or other
process within thirty days after the mailing thereof. Should any
Pledgor so served fail to appear or answer within said thirty-day
period, such Pledgor shall be deemed in default and judgment may be
entered by Lender against such Pledgor for the amount or such other
relief as may be demanded in any summons, complaint or other process
so served. In the alternative, in its discretion Lender may effect
service upon any Pledgor in any other form or manner permitted by law.
(i) IN THE EVENT OF ANY LITIGATION RELATING TO THIS AGREEMENT OR
THE OBLIGATION, PLEDGORS AND LENDER EACH WAIVE ANY AND ALL RIGHTS TO A
TRIAL BY JURY.
IN WITNESS WHEREOF, each Pledgor has executed and delivered this
Agreement as of the date first above written.
PLEDGORS:
HIGH COAST LIMITED PARTNERSHIP
By: Beckton Corp., its general partner
By: /s/ Xxxxxxx X. Xxxxxxx
________________________________
Name: Xxxxxxx X. Xxxxxxx
Title: Vice President and Treasurer
BARBERRY CORP.
By: /s/ Xxxxxx X. Xxxxxxx
________________________________
Name: Xxxxxx X. Xxxxxxx
Title: Authorized Signatory
LEYTON LLC
By: High Coast Limited Partnership, sole
member
By: Beckton Corp., its general partner
By: /s/ Xxxxxxx X. Xxxxxxx
________________________________
Name: Xxxxxxx X. Xxxxxxx
Title: Vice President and Treasurer
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SCHEDULE "A" TO ACCOMMODATION PLEDGE AGREEMENT
Pledged Securities
Name and Address of Pledgor Pledged Securities
--------------------------- ------------------
High Coast Limited Partnership 16,379,044 AREP units
0 Xxxx Xxxxxx Xxxxx
Xxxxx 000 7,689,016 AREP preferred units
Xxx Xxxx, Xxx Xxxx 00000
Barberry Corp. 3,397,000 AREP units
0 Xxxx Xxxxxx Xxxxx
Xxxxx 000
Xxx Xxxx, Xxx Xxxx 00000
Leyton LLC 1,360,000 AREP units
000 Xxxxx Xxxxxxx Xxxx
Xx. Xxxxx, Xxx Xxxx 00000
