1 Exhibit 10.30.6 AMENDMENT NUMBER SIX TO THIRD PARTY PLEDGE AGREEMENT THIS AMENDMENT NUMBER SIX TO THIRD PARTY PLEDGE AGREEMENT (the "Amendment") is made and entered into as of the 10th 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. 1 2 IN WITNESS WHEREOF, the undersigned have executed this Amendment as of the date first written above. PLEDGOR /s/ Robert A. Alter ------------------------------------------ Robert A. Alter /s/ Charles L. Biederman ----------------------------------------- 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 ------------------------------ Robert A. Alter Its: President 2 3 EXHIBIT A 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 CLB/RAA Denver S.E., CO Hampton Inn - 150,000 15,790 August 16, 1998 CLB/RAA Pueblo, CO Courtyard by Marriott - 135,000 14,211 August 16, 1998 CLB/RAA Fresno, CA Hampton Inn - 158,667 16,702 August 16, 1998 CLB/RAA Mesa, AZ Holiday Inn - 125,000 13,158 August 16, 1998 CLB/RAA Steamboat Springs, CO Holiday Inn - 142,000 14,947 August 16, 1998 CLB/RAA Craig, CO Holiday Inn - 53,333 5,614 August 16, 1998 CLB/RAA Provo, UT Hampton Inn - 161,000 16,947 August 16, 1998 CLB/RAA Silverthorne, CO Best Western - 220,000 23,158 August 16, 1998 CLB/RAA Santa Fe, NM Hampton Inn - 132,000 13,895 August 16, 1998 CLB/RAA Arcadia, CA Hampton Inn - 139,333 13,933 December 13, 1998 CLB/RAA Oakland, CA Cypress Inn - 189,000 17,182 February 2, 1999 CLB/RAA Kent, WA Cypress Inn - 107,917 9,811 February 2, 1999 CLB/RAA Poulsbo, WA Cypress Inn - 145,667 13,242 February 2, 1999 CLB/RAA Clackamas, WA 4 NUMBER OF THIRD PERCENTAGE FOUR MONTHS UNITS ANNIVERSARY INITIALS LEASE BASE RENT PLEDGED DATE OF PLEDGOR - ----- ----------- --------- --------------- ---------- Cypress Inn - 121,000 11,000 February 2, 1999 CLB/RAA Portland, OR Courtyard By Marriott - 142,000 14,025 April 1, 1999 CLB/RAA Riverside, CA Holiday Inn Select - 270,000 24,828 June 28, 1999 CLB/RAA Renton, WA Comfort Suites - 240,000 24,615 August 13, 1999 CLB/RAA So. San Francisco, CA Days Inn - 90,000 9,231 August 13, 1999 CLB/RAA Price, UT Residence Inn - 100,000 9,524 September 20, 1999 CLB/RAA Highlands Ranch, CO COMBINED TOTALS: $3,010,667 301,681 ========== =======