Exhibit 10.41
FIRST AMENDMENT
TO AMENDED AND RESTATED
PLEDGE AND SECURITY AGREEMENT
THIS FIRST AMENDMENT TO AMENDED AND RESTATED PLEDGE AND SECURITY
AGREEMENT (this "Amendment") dated as of March 1, 2001, among each of the
undersigned pledgors (each a "Pledgor") and BANKERS TRUST COMPANY, as Collateral
Agent (the "Pledgee"). Unless otherwise defined herein, all capitalized terms
used herein and defined in the Pledge Agreement (as defined below) are used
herein as so defined.
W I T N E S S E T H:
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WHEREAS, the Pledgors and the Pledgee are parties to an Amended and
Restated Pledge and Security Agreement, dated as of August 5, 1998, and amended
and restated as of May 31, 2000 (as amended, modified or supplemented through,
but not including, the date hereof, the "Pledge Agreement"); and
WHEREAS, the Pledgors have requested that the Pledgee amend certain
provisions of the Pledge Agreement and the Pledgee (with the consent of the
Required Banks in accordance with Section 20 of the Pledge Agreement) has agreed
to amend such provisions on the terms and conditions herein provided;
NOW, THEREFORE, subject to the terms and conditions set forth below,
it is agreed:
1. Section 15(a)(iv) of the Pledge Agreement is hereby amended to
delete the following phrase at the end thereof:
"in each case except those which have been obtained or made or as may
be required by laws affecting the offer and sale of securities
generally in connection with the exercise by the Pledgee of certain of
its remedies hereunder;"
and to insert the following phrase in the lieu thereof:
"in each case except (x) those which have been obtained or made, (y)
as may be required by laws affecting the offer and sale of securities
generally in connection with the exercise by the Pledgee of certain of
its remedies hereunder, or (z) as may be required to be obtained or
made in order to comply with the terms of or avoid defaults under any
contract of the Borrower or a Subsidiary of the Borrower otherwise
permitted under the Credit Agreement that imposes restrictions upon
the sale of, or foreclosure of liens upon, any Securities of a Look-
Through Subsidiary pledged hereunder in connection with the exercise
by the Pledgee of its remedies hereunder;".
2. Section 15(a)(v) of the Pledge Agreement is hereby amended to
delete the following phrase appearing at the end thereof:
"except as contemplated in this Agreement;"
and to insert the following phrase in lieu thereof:
"except (x) as contemplated in this Agreement and (y) for violations
and defaults that may arise under contracts of the Borrower or a
Subsidiary thereof otherwise permitted under the Credit Agreement as a
result of the sale of, or foreclosure of a lien upon, the Securities
of Look-Through Subsidiaries pledged hereunder to the extent that the
prior consent of other parties to such contracts have not been
obtained or other actions specified in such contracts have not been
taken in connection with any such sale or foreclosure;".
3. This Amendment shall become effective on the later of (x) the
date when the Pledgee and each of the Pledgors shall have signed a counterpart
hereof (whether the same or different counterparts) and shall have delivered
(including by way of facsimile transmission) the same to the Administrative
Agent at the Notice Office and (y) the "Amendment Effective Date" under that
certain Second Amendment and Waiver of Amended and Restated Credit Agreement of
even date herewith.
4. This Amendment is limited as specified and shall not constitute a
modification, acceptance or waiver of any other provision of the Pledge
Agreement.
5. This Amendment may be executed in any number of counterparts and
by the different parties hereto on separate counterparts, each of which
counterparts when executed and delivered shall be an original, but all of which
shall together constitute one and the same instrument. A complete set of
counterparts shall be lodged with the Borrower and the Administrative Agent.
6. THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES
HEREUNDER SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE
STATE OF NEW YORK.
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7. From and after the date that this Amendment becomes effective,
all references in the the Pledge Agreement to the Pledge Agreement shall be
deemed to be references to the Pledge Agreement as modified hereby.
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IN WITNESS WHEREOF, the parties hereto have caused their duly authorized
officers to execute and deliver this Amendment as of the date first above
written.
BANKERS TRUST COMPANY, as Collateral
Agent and Pledgee
By: /s/ Laura S. Burwick
---------------------------------------
Title: Principal
HOST MARRIOTT CORPORATION, as a Pledgor
By: /s/ W. Edward Walter
---------------------------------------
Title: Executive Vice President and
Treasurer
HOST MARRIOTT, L.P., as a Pledgor
By: Host Marriott Corporation,
its General Partner
By: /s/ W. Edward Walter
---------------------------------------
Title: Executive Vice President and
Treasurer
AIRPORT HOTELS LLC,
as a Pledgor
By: *
---------------------------------------
Name: W. Edward Walter
Title: Vice President
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HOST OF HOUSTON 1979,
as a Pledgor
By: Airport Hotels LLC,
its General Partner
By: *
---------------------------------------
Name: W. Edward Walter
Title: Vice President
HOST OF HOUSTON, LTD.,
as a Pledgor
By: Airport Hotels LLC,
its General Partner
By: *
---------------------------------------
Name: W. Edward Walter
Title: Vice President
HOST OF BOSTON, LTD.,
as a Pledgor
By: Airport Hotels LLC,
its General Partner
By: *
---------------------------------------
Name: W. Edward Walter
Title: Vice President
CHESAPEAKE FINANCIAL SERVICES, LLC,
as a Pledgor
By: *
---------------------------------------
Name: W. Edward Walter
Title: Vice President
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CITY CENTER INTERSTATE PARTNERSHIP LLC,
as a Pledgor
By: *
---------------------------------------
Name: W. Edward Walter
Title: Vice President
HMC RETIREMENT PROPERTIES L.P.,
as a Pledgor
By: Durbin LLC,
Its General Partner
By: *
---------------------------------------
Name: W. Edward Walter
Title: Vice President
HMH MARINA LLC,
as a Pledgor
By: *
---------------------------------------
Name: W. Edward Walter
Title: Vice President
FARRELL'S ICE CREAM PARLOUR RESTAURANTS LLC,
as a Pledgor
By: *
---------------------------------------
Name: W. Edward Walter
Title: Vice President
HMC ATLANTA LLC,
as a Pledgor
By: *
---------------------------------------
Name: W. Edward Walter
Title: Vice President
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HMC BURLINGAME LLC,
as a Pledgor
By: *
---------------------------------------
Name: W. Edward Walter
Title: Vice President
HMC CALIFORNIA LEASING LLC,
as a Pledgor
By: *
---------------------------------------
Name: W. Edward Walter
Title: Vice President
HMC CAPTAL LLC,
as a Pledgor
By: *
---------------------------------------
Name: W. Edward Walter
Title: Vice President
HMC CAPITAL RESOURCES LLC,
as a Pledgor
By: *
---------------------------------------
Name: W. Edward Walter
Title: Vice President
HMC PARK RIDGE LLC,
as a Pledgor
By: *
---------------------------------------
Name: W. Edward Walter
Title: Vice President
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HMC PARK RIDGE II LLC,
as a Pledgor
By: *
---------------------------------------
Name: W. Edward Walter
Title: Vice President
HMC PARK RIDGE LP,
as a Pledgor
By: HMC Park Ridge LLC,
its General Partner
By: *
---------------------------------------
Name: W. Edward Walter
Title: Vice President
HMC PARTNERSHIP HOLDINGS LLC,
as a Pledgor
By: *
---------------------------------------
Name: W. Edward Walter
Title: Vice President
HOST PARK RIDGE LLC,
as a Pledgor
By: *
---------------------------------------
Name: W. Edward Walter
Title: Vice President
HMC SUITES LLC,
as a Pledgor
By: *
---------------------------------------
Name: W. Edward Walter
Title: Vice President
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HMC SUITES LIMITED PARTNERSHIP,
as a Pledgor
By: HMC Suites LLC,
its General Partner
By: *
---------------------------------------
Name: W. Edward Walter
Title: Vice President
PRM LLC,
as a Pledgor
By: *
---------------------------------------
Name: W. Edward Walter
Title: Vice President
WELLSFORD-PARK RIDGE HOST HOTEL LIMITED
PARTNERSHIP,
as a Pledgor
By: Host Park Ridge LLC,
its General Partner
By: *
---------------------------------------
Name: W. Edward Walter
Title: Vice President
YBG ASSOCIATES LLC,
as a Pledgor
By: *
---------------------------------------
Name: W. Edward Walter
Title: Vice President
HMC CHICAGO LLC,
as a Pledgor
By: *
---------------------------------------
Name: W. Edward Walter
Title: Vice President
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HMC DESERT LLC,
as a Pledgor
By: *
---------------------------------------
Name: W. Edward Walter
Title: Vice President
HMC PALM DESERT LLC,
as a Pledgor
By: *
---------------------------------------
Name: W. Edward Walter
Title: Vice President
MDSM FINANCE LLC,
as a Pledgor
By: *
---------------------------------------
Name: W. Edward Walter
Title: Vice President
HMC DIVERSIFIED LLC,
as a Pledgor
By: *
---------------------------------------
Name: W. Edward Walter
Title: Vice President
HMC EAST SIDE II LLC,
as a Pledgor
By: *
---------------------------------------
Name: W. Edward Walter
Title: Vice President
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HMC GATEWAY LLC,
as a Pledgor
By: *
---------------------------------------
Name: W. Edward Walter
Title: Vice President
HMC GRAND LLC,
as a Pledgor
By: *
---------------------------------------
Name: W. Edward Walter
Title: Vice President
HMC HANOVER LLC,
as a Pledgor
By: *
---------------------------------------
Name: W. Edward Walter
Title: Vice President
HMC HARTFORD LLC,
as a Pledgor
By: *
---------------------------------------
Name: W. Edward Walter
Title: Vice President
HMC HOTEL DEVELOPMENT LLC,
as a Pledgor
By: *
---------------------------------------
Name: W. Edward Walter
Title: Vice President
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HMC HPP LLC,
as a Pledgor
By: *
---------------------------------------
Name: W. Edward Walter
Title: Vice President
HMC IHP HOLDING LLC,
as a Pledgor
By: *
---------------------------------------
Name: W. Edward Walter
Title: Vice President
HMC MANHATTAN BEACH LLC,
as a Pledgor
By: *
---------------------------------------
Name: W. Edward Walter
Title: Vice President
HMC MARKET STREET LLC,
as a Pledgor
By: *
---------------------------------------
Name: W. Edward Walter
Title: Vice President
NEW MARKET STREET LP,
as a Pledgor
By: HMC Market Street LLC,
its General Partner
By: *
---------------------------------------
Name: W. Edward Walter
Title: Vice President
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HMC GEORGIA LLC,
as a Pledgor
By: *
------------------------------------
Name: W. Edward Walter
Title: Vice President
HMC MEXPARK LLC,
as a Pledgor
By: *
------------------------------------
Name: W. Edward Walter
Title: Vice President
HMC POLANCO LLC,
as a Pledgor
By: *
------------------------------------
Name: W. Edward Walter
Title: Vice President
HMC NGL LLC,
as a Pledgor
By: *
------------------------------------
Name: W. Edward Walter
Title: Vice President
HMC OLS I L.P.,
as a Pledgor
By: HMC OLS I LLC,
its General Partner
By: *
------------------------------------
Name: W. Edward Walter
Title: Vice President
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HMC OP BN LLC,
as a Pledgor
By: *
------------------------------------
Name: W. Edward Walter
Title: Vice President
HMC PACIFIC GATEWAY LLC,
as a Pledgor
By: *
------------------------------------
Name: W. Edward Walter
Title: Vice President
HMC PLP LLC,
as a Pledgor
By: *
------------------------------------
Name: W. Edward Walter
Title: Vice President
CHESAPEAKE HOTEL LIMITED PARTNERSHIP,
as a Pledgor
By: HMC PLP LLC,
its General Partner
By: *
------------------------------------
Name: W. Edward Walter
Title: Vice President
HMC POTOMAC LLC,
as a Pledgor
By: *
------------------------------------
Name: W. Edward Walter
Title: Vice President
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HMC PROPERTIES I LLC,
as a Pledgor
By: *
------------------------------------
Name: W. Edward Walter
Title: Vice President
HMC PROPERTIES II LLC,
as a Pledgor
By: *
------------------------------------
Name: W. Edward Walter
Title: Vice President
HMC RTZ LOAN I LLC,
as a Pledgor
By: *
------------------------------------
Name: W. Edward Walter
Title: Vice President
HMC RTZ II LLC,
as a Pledgor
By: *
------------------------------------
Name: W. Edward Walter
Title: Vice President
HMC SBM TWO LLC,
as a Pledgor
By: *
------------------------------------
Name: W. Edward Walter
Title: Vice President
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HMC SEATTLE LLC,
as a Pledgor
By: *
------------------------------------
Name: W. Edward Walter
Title: Vice President
HMC SFO LLC,
as a Pledgor
By: *
------------------------------------
Name: W. Edward Walter
Title: Vice President
HMC SWISS HOLDINGS LLC,
as a Pledgor
By: *
------------------------------------
Name: W. Edward Walter
Title: Vice President
HMC WATERFORD LLC,
as a Pledgor
By: *
------------------------------------
Name: W. Edward Walter
Title: Vice President
HMH GENERAL PARTNER HOLDINGS LLC,
as a Pledgor
By: *
------------------------------------
Name: W. Edward Walter
Title: Vice President
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HMH NORFOLK LLC,
as a Pledgor
By: *
------------------------------------
Name: W. Edward Walter
Title: Vice President
HMH NORFOLK L.P.,
as a Pledgor
By: HMH Norfolk LLC,
its General Partner
By: *
------------------------------------
Name: W. Edward Walter
Title: Vice President
HMH PENTAGON LLC,
as a Pledgor
By: *
------------------------------------
Name: W. Edward Walter
Title: Vice President
HMH RESTAURANTS LLC,
as a Pledgor
By: *
------------------------------------
Name: W. Edward Walter
Title: Vice President
HMH RIVERS LLC,
as a Pledgor
By: *
------------------------------------
Name: W. Edward Walter
Title: Vice President
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HMH RIVERS, L.P.,
as a Pledgor
By: HMH Rivers LLC,
its General Partner
By: *
------------------------------------
Name: W. Edward Walter
Title: Vice President
HMH WTC LLC,
as a Pledgor
By: *
------------------------------------
Name: W. Edward Walter
Title: Vice President
HMP CAPITAL VENTURES LLC,
as a Pledgor
By: *
------------------------------------
Name: W. Edward Walter
Title: Vice President
HMP FINANCIAL SERVICES LLC,
as a Pledgor
By: *
------------------------------------
Name: W. Edward Walter
Title: Vice President
HOST LA JOLLA LLC,
as a Pledgor
By: *
------------------------------------
Name: W. Edward Walter
Title: Vice President
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CITY CENTER HOTEL LIMITED PARTNERSHIP,
as a Pledgor
By: Host La Jolla LLC,
its General Partner
By: *
------------------------------------
Name: W. Edward Walter
Title: Vice President
TIMES SQUARE LLC,
as a Pledgor
By: *
------------------------------------
Name: W. Edward Walter
Title: Vice President
IVY STREET LLC,
as a Pledgor
By: *
------------------------------------
Name: W. Edward Walter
Title: Vice President
MARKET STREET HOST LLC,
as a Pledgor
By: *
------------------------------------
Name: W. Edward Walter
Title: Vice President
MFR OF ILLINOIS LLC,
as a Pledgor
By: *
------------------------------------
Name: W. Edward Walter
Title: Vice President
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MFR OF VERMONT LLC,
as a Pledgor
By: *
------------------------------------
Name: W. Edward Walter
Title: Vice President
MFR OF WISCONSIN LLC,
as a Pledgor
By: *
------------------------------------
Name: W. Edward Walter
Title: Vice President
PHILADELPHIA AIRPORT HOTEL LLC,
as a Pledgor
By: *
------------------------------------
Name: W. Edward Walter
Title: Vice President
PM FINANCIAL LLC,
as a Pledgor
By: *
------------------------------------
Name: W. Edward Walter
Title: Vice President
PM FINANCIAL LP,
as a Pledgor
By: PM Financial LLC,
its General Partner
By: *
------------------------------------
Name: W. Edward Walter
Title: Vice President
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HMC PROPERTY LEASING LLC,
as a Pledgor
By: *
------------------------------------
Name: W. Edward Walter
Title: Vice President
HMC HOST RESTAURANTS LLC,
as a Pledgor
By: *
------------------------------------
Name: W. Edward Walter
Title: Vice President
SANTA CLARA HMC LLC,
as a Pledgor
By: *
------------------------------------
Name: W. Edward Walter
Title: Vice President
S.D. HOTELS LLC,
as a Pledgor
By: *
------------------------------------
Name: W. Edward Walter
Title: Vice President
TIMES SQUARE GP LLC,
as a Pledgor
By: *
------------------------------------
Name: W. Edward Walter
Title: Vice President
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DURBIN LLC, as a Pledgor
By: *
------------------------------------
Name: W. Edward Walter
Title: Vice President
HMC OLS I LLC, as a Pledgor
By: *
------------------------------------
Name: W. Edward Walter
Title: Vice President
HMC JWDC GP LLC, as a Pledgor
By: *
------------------------------------
Name: W. Edward Walter
Title: Vice President
HMC JWDC LLC, as a Pledgor
By: *
------------------------------------
Name: W. Edward Walter
Title: Vice President
HMC HT LLC, as a Pledgor
By: *
------------------------------------
Name: W. Edward Walter
Title: Vice President
HMC OLS II, L.P., as a Pledgor
By: HMC OLS I LLC,
its General Partner
By: *
------------------------------------
Name: W. Edward Walter
Title: Vice President
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* Executed below by W. Edward Walter as Vice
President of each of the above Pledgors
By: /s/ W. Edward Walter
------------------------------------
Title: Vice President
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