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EXHIBIT 10.30.5
AMENDMENT NUMBER FIVE
TO
THIRD PARTY PLEDGE AGREEMENT
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THIS AMENDMENT NUMBER FIVE TO THIRD PARTY PLEDGE AGREEMENT
(the "Amendment") is made and entered into as of the 13th day of August 1996,
by and between SUNSTONE HOTEL INVESTORS, L.P., a Delaware limited partnership
("Secured Party"); and ROBERT A. ALTER ("Alter") and CHARLES L. BIEDERMAN
("Biederman; and together with Alter, "Pledgor").
WHEREAS, the undersigned are parties to that certain Third
Party Pledge Agreement entered into as of August 16, 1995, as amended (the
"Agreement"); and
WHEREAS, the undersigned desire to amend the Agreement in
order to reflect the purchase of the Comfort Suites Hotel in South San
Francisco, California and the Days Inn Hotel in Price, Utah (the "Hotels") and
the execution of the Lease Agreements for such Hotels.
NOW, THEREFORE, in consideration of the foregoing recitals and
the mutual covenants contained herein and in the Agreement, and for other good
and valuable consideration, the sufficiency of which is hereby acknowledged,
the parties hereto hereby agree as follows:
1. DEFINED TERMS. For purposes of this Amendment, all
capitalized terms used and not otherwise defined herein, shall have the
meanings assigned to them in the Agreement.
2. UNITS PLEDGED. In order to secure the lien of the
pledge in favor of Secured Party in the Units pledged to secure the Lease
Agreements for the Hotels, Exhibit A to the Agreement is hereby amended and
restated in its entirety to read in full as attached hereto as Exhibit A.
3. FORCE AND EFFECT. Except to the extent modified by
this Amendment, all of the terms and provisions of the Agreement shall be
unaffected and shall remain in full force and effect. This Amendment shall be
deemed part of, and construed in accordance with the Agreement.
4. COUNTERPARTS. This Amendment may be executed in
counterparts, each of which shall be deemed to be an original and all of which
shall be deemed to constitute the same instrument.
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IN WITNESS WHEREOF, the undersigned have executed this
Amendment as of the date first written above.
PLEDGOR
/s/ Robert A. Alter
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Robert A. Alter
/s/ Charles L. Biederman
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Charles L. Biederman
SECURED PARTY
SUNSTONE HOTEL INVESTORS, L.P.
a Delaware limited partnership
By: Sunstone Hotel Investors, Inc.
a Maryland corporation,
Its General Partner
By: /s/ Robert A. Alter
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Robert A. Alter
Its: President
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EXHIBIT A
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Percentage Leases & Pledge of Units
NUMBER OF THIRD
PERCENTAGE FOUR MONTHS UNITS ANNIVERSARY INITIALS
LEASE BASE RENT PLEDGED DATE OF PLEDGOR
----- --------- ------- ---- ----------
Hampton Inn - $188,750 19,868 August 16, 1998
Denver S.E., CO
Hampton Inn - 150,000 15,790 August 16, 1998
Pueblo, CO
Courtyard by Marriott - 135,000 14,211 August 16, 1998
Fresno, CA
Hampton Inn - 158,667 16,702 August 16, 1998
Mesa, AZ
Holiday Inn - 125,000 13,158 August 16, 1998
Steamboat Springs, CO
Holiday Inn - 142,000 14,947 August 16, 1998
Craig, CO
Holiday Inn - 53,333 5,614 August 16, 1998
Provo, UT
Hampton Inn - 161,000 16,947 August 16, 1998
Silverthorne, CO
Best Western - 220,000 23,158 August 16, 1998
Santa Fe, NM
Hampton Inn - 132,000 13,895 August 16, 1998
Arcadia, CA
Hampton Inn - 139,333 13,933 December 13, 1998
Oakland, CA
Cypress Inn - 189,000 17,182 February 2, 1999
Kent, WA
Cypress Inn - 107,917 9,811 February 2, 1999
Poulsbo, WA
Cypress Inn - 145,667 13,242 February 2, 1999
Clackamas, WA
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NUMBER OF THIRD
PERCENTAGE FOUR MONTHS UNITS ANNIVERSARY INITIALS
LEASE BASE RENT PLEDGED DATE OF PLEDGOR
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Cypress Inn - 121,000 11,000 February 2, 1999
Portland, OR
Courtyard By Marriott - 142,000 14,025 April 1, 1999
Riverside, CA
Holiday Inn Select - 270,000 24,828 June 28, 1999
Renton, WA
Comfort Suites - 240,000 24,615 August 13, 1999
So. San Francisco, CA
Days Inn - 90,000 9,231 August 13, 1999
Price, UT
Residence Inn - 100,000 9,524 September 20, 1999
Highlands Ranch, CO
COMBINED TOTALS: $3,010,667 301,681
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