Exhibit 3
AGREEMENT
This Agreement is entered into this 25th day of September, 2000 by and between
Xxxx X. Xxxxx, hereinafter referred to as "Xxxxx" and Excel Legacy Corporation,
a Delaware corporation, hereinafter referred to as "Legacy", with Xxxxx and
Legacy being collectively referred to hereinafter as the "Parties".
RECITALS
WHEREAS, Xxxxx has executed a Note, dated March 31, 1998 in the amount of
$3,583,097 (the "Loan") in favor of Legacy for the purchase of 1,499,204 shares
of common stock of Legacy; and
WHEREAS, Xxxxx has agreed to deliver to Legacy 1,525,348 shares of common stock
of Legacy, which shares are to serve as collateral for the above-referenced
Loan;
The Parties do hereby agree as follows:
1. For and in consideration of Xxxxx delivering to Legacy 1,525,348 shares
of common stock of Legacy, which shares will act as collateral for the
Loan currently outstanding between Xxxxx and Legacy, which has a
balance at the date of this Agreement of $3,813,369, Legacy does hereby
agree, effective this date, that the recourse provisions of the Loan
document are terminated and of no further force and effect, and that
Legacy shall look solely to the shares for repayment of the Loan
together with any accrued interest.
2. Xxxxx shall make good delivery of the shares to Legacy which are
herewith being pledged to Legacy as collateral for the Loan and Xxxxx
further agrees to execute any and all documents which may be required
to properly collateralize the Loan in accordance with this agreement
between the Parties.
3. This Agreement shall be construed in accordance with the laws of the
state of California.
4. Time is of the essence in this Agreement.
This Agreement is entered into as of the day and year first above written.
EXCEL LEGACY CORPORATION
/s/ Xxxx X. Xxxxxx
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Xxxx X. Xxxxxx
Chairman
Compensation Committee
EXCEL LEGACY CORPORATION
/s/ Xxxxxxx X. Xxxx
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Xxxxxxx X. Xxxx
Executive Vice President
/s/ Xxxx X. Xxxxx
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Xxxx X. Xxxxx, an individual
