Exhibit 10.34
THIS PLEDGE AGREEMENT IS SUBJECT TO THE TERMS, COVENANTS AND CONDITIONS OF A
CERTAIN CONFIRMATION OF SUBORDINATION AGREEMENT OF EVEN OR NEAR DATE HEREWITH IN
FAVOR OF NOMURA ASSET CAPITAL CORPORATION.
PLEDGE AGREEMENT
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THIS PLEDGE AGREEMENT (as amended, modified or supplemented from time to
time, the "Agreement"), dated as of October 31, 1997 is made by HUDSON HOTELS
CORPORATION, a New York corporation (the "Company"), HUDSON HOTEL PROPERTIES
CORP., a New York corporation (the "Pledgor"), in favor of EQUITY INNS
PARTNERSHIP, L.P., a Tennessee limited partnership (the "Lender").
RECITALS
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Pursuant to the terms of a promissory note of even date herewith, made by
the Pledgor, payable to the order of the Lender, in the original principal
amount of $3,884,052.23 (as amended, modified, supplemented or replaced from
time to time, the "Note"), the Lender made a loan (the "Loan") to the Pledgor.
The Note and the Loan are guaranteed by a guaranty agreement of even date
herewith (the "Guaranty") from the Company in favor of the Lender. Pledgor is a
wholly owned subsidiary of the Company.
The Lender agreed to the Loan, provided, however, that the Pledgor execute
and deliver this Agreement to the Lender.
AGREEMENT
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Accordingly, to induce the Lender to make the Loan, and for other valuable
consideration, the receipt and sufficiency of which are acknowledged, the
Pledgor agrees as follows:
1. DEFINED TERMS. The following terms shall have the following meanings,
unless otherwise defined or unless the context otherwise requires:
"Collateral": 2,000,000 shares of common stock, par value $.001, of
the Company (the "Common Stock"), issued in the name of the Pledgor, together
with (a) all certificates, options, rights or other distributions issued as an
addition to, in substitution of or in exchange for, or on account of, any such
shares, (b) all shares, securities or other property described in Paragraph
2.(b) below, and (c) all proceeds of all of the foregoing, now or hereafter
owned or acquired by the Pledgor.
"Loan Documents": collectively, the Note, the Guaranty, this
Agreement, and any other instrument or document executed in connection with the
Guaranty, this Agreement, the
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Loan and the Note, in evidence thereof or as security therefor, as any of the
same may be amended, modified or supplemented from time to time.
"Obligations": all indebtedness, liabilities and obligations of the
Pledgor to the Lender (including, but not limited to, the obligations of the
Pledgor under the Note, the Pledgor or any other Loan Document), whether now
existing or hereafter incurred, direct or indirect, fixed or contingent, secured
or unsecured, due or to become due, joint, several or joint and several,
including, without limitation, any costs and expenses incurred by the Lender in
connection with the enforcement of this Agreement.
"Rule 144": Rule 144 of the Securities and Exchange Commission (the
"SEC"), and all amendments, modifications, supplements, replacements and
successors to, of or for Rule 144.
2. GRANT OF SECURITY INTEREST.
(a) As collateral security for the prompt and complete payment and
performance when due of all of the Obligations, the Pledgor hereby pledges the
Collateral to the Lender, and grants to the Lender a lien on and a security
interest in the Collateral and in all proceeds arising therefrom.
(b) If the Pledgor shall become entitled to receive or shall receive,
in connection with any of the Collateral, any: (1) stock certificate,
including, without limitation, any certificate representing a stock dividend or
received in connection with any increase or reduction of capital,
reclassification, merger, share exchange, consolidation, sale of assets,
combination of shares, stock split, spin-off or split-off, (2) option, warrant
or right, whether as an addition to or in substitution or in exchange for any of
the Collateral, or otherwise, (3) dividend or distribution payable in property,
including securities issued by any entity other than the issuer of any of the
Collateral, or (4) dividends or distributions of any sort, then the Pledgor
shall accept the same as the agent of the Lender, in trust for the Lender, and
shall deliver them forthwith to the Lender in the exact form received with, as
applicable, the Pledgor's endorsement when necessary, or appropriate stock
powers duly executed in blank, to be held by the Lender, subject to the terms
hereof, as part of the Collateral.
(c) Upon and at any time after the occurrence of an Event of Default
(as defined in Paragraph 7 below), the Lender, at its option, may have any or
all of the Collateral registered in its name or that of its nominee, and the
Pledgor hereby covenants and agrees that, upon the Lender's request, the Pledgor
shall cause the issuer of, or the transfer agent for, the Collateral to effect
such registration. Upon and at any time after the occurrence of an Event of
Default, the Lender shall have the right to exercise all voting rights as to all
of the Collateral, all other corporate rights and all conversion, exchange,
subscription or other rights, privileges or options pertaining thereto as if it
were the absolute owner thereof, including, without limitation, the right to
exchange any or all of the Collateral upon the merger, consolidation,
reorganization, recapitalization or other readjustment of the issuer thereof, or
upon the exercise by such issuer of
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any right, privilege or option pertaining to any of the Collateral, and, in
connection therewith, to deliver any of the Collateral to any committee,
depository, transfer agent, registrar or other designated agency upon such terms
and conditions as it may determine, all without liability except to account for
property actually received by it; but the Lender shall have no duty to exercise
any of the aforesaid rights, privileges or options and shall not be responsible
for any failure to do so or any delay in so doing.
(d) Until an Event of Default the Lender shall have no rights to (i)
vote at any shareholders meeting or (ii) receive dividends or distributions, as
if such shares were held by the Company as treasury shares, but such shares
shall have the same rights as all other outstanding shares of the Company upon
an Event of Default.
3. REPRESENTATIONS AND WARRANTIES OF THE PLEDGOR AND THE COMPANY. Each
of the Pledgor and the Company represent and warrants to the Lender that:
(a) It has, and has duly exercised, all requisite power and authority
to enter into, execute and deliver this Agreement, to pledge the Collateral for
the purposes described in this Agreement, and to carry out the transactions
contemplated by this Agreement.
(b) The Pledgor is the legal and beneficial owner of all of the
Collateral, and the Collateral is not subject to any right or option on the part
of any Person, other than the Lender, to purchase or acquire the Collateral or
any part thereof. The term "Person" shall mean any individual, partnership,
corporation, business trust, joint venture, governmental authority or other
entity of any nature whatsoever.
(c) The Common Stock has been duly and validly issued, is fully paid
and nonassessable, and all of the Collateral is owned by the Pledgor free of any
pledge, mortgage, hypothecation, lien, charge, encumbrance or security interest
in such shares or the proceeds thereof, other than the lien and security
interest granted to the Lender hereunder. There are no outstanding options,
warrants, or similar rights to subscribe for or purchase any of the Collateral.
All of the issued and outstanding capital stock of the Pledgor is owned by the
Company.
(d) None of the Collateral is subject to any restriction on transfer
other than those imposed by applicable federal and state securities laws.
Pledgor has beneficially owned the Common Stock since September 19, 1997, within
the meaning of Rule 144.
(e) The execution and delivery of this Agreement and the other Loan
Documents, and the performance of their respective terms, will not violate or
constitute a default under the terms of any agreement, indenture or other
instrument, license, judgment, decree, order, law, statute, ordinance or other
governmental rule or regulation, applicable to the Pledgor, the Company, or any
of their property, or result in the creation or imposition of any lien, charge
or encumbrance of any nature upon any of the Pledgor's or the Company's
properties or assets, except as created hereby.
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(f) Upon delivery of this Agreement and the certificates evidencing
the Common Stock to the Lender, this Agreement shall create a valid first
priority lien upon and perfected security interest in the Collateral and the
proceeds thereof, and is not subject to any prior security interest, lien,
charge or encumbrance or agreement purporting to grant to any Person a security
interest in the property or assets of the Pledgor that would include any of the
Collateral.
(g) The Loan does not constitute "purpose credit" as defined in
Regulation U of the Board of Governors of the Federal Reserve System.
(h) The Loan Documents have been duly executed and delivered by the
Pledgor and the Company and constitute the legal, valid and binding obligations
of the Pledgor and the Company enforceable in accordance with their respective
terms.
(i) Except as disclosed by filings with the SEC, there are no suits,
actions, or proceedings pending, or to the knowledge of the Pledgor, threatened,
before any court or administrative agency, against the Pledgor or the Company or
affecting any of their respective assets or properties that, if adversely
determined, would individually or in the aggregate materially and adversely
affect the financial condition of the Pledgor or the Pledgor's ability to
observe and perform any provisions of the Loan Documents.
(j) Neither Pledgor nor the Company is in default in respect of any
indebtedness for borrowed money, and no holder of any such indebtedness has
given notice of any asserted default hereunder, and no bankruptcy or similar
proceedings relative to the Pledgor or the Company are pending or, to the
Pledgor's knowledge, threatened against the Pledgor or the Company.
(k) All financial statements and information concerning the Pledgor
furnished to the Lender by the Pledgor are complete and correct and fairly
present the financial condition of the Pledgor as of the dates shown thereon,
and since such dates, there has been no material adverse change in the financial
condition of the Pledgor. All financial statements and information concerning
the Company furnished to the Lender by the Pledgor are complete and correct and
fairly present the financial condition of the Company as of the dates shown
thereon, and since such dates, to the Pledgor's knowledge, there has been no
material adverse change in the financial condition of the Company. Neither the
Pledgor nor the Company has any contingent liabilities, liabilities for taxes,
unusual forward or long-term commitments or unrealized or unanticipated losses
from any unfavorable commitments that are not disclosed their respective
financial statements, which, either individually or in the aggregate, would be
material.
(l) No authorization, consent, approval or other action by, and no
notice to or filing with, any governmental authority or regulatory authority or
of stockholders is required for the Pledgor or the Company to grant a security
interest in the Collateral, to pledge the Collateral or to perform their
respective obligations of the Pledgor under the Loan Documents.
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(m) Each of the Pledgor and the Company (1) is a corporation duly
organized, validly existing and in good standing under the laws of the state of
New York, (2) is duly qualified to transact business as a foreign corporation
and is in good standing in each jurisdiction in which the ownership of assets or
the conduct of its business requires such qualification and (3) has all
requisite corporate power and authority, and all necessary consents,
authorizations, approvals, orders, licenses, certificates and permits of and
from, and has made all declarations and filings with, all federal, state, local
and other governmental authorities, and all courts and tribunals, necessary to
own, lease, license or use its properties and assets, and to carry on its
business as presently being conducted.
(n) All of the Company's registration statements and periodic reports
filed with the SEC are true, correct and accurate and do not contain any
misstatement of a material fact or omit to state any material fact necessary, to
make the statements therein not misleading.
The foregoing representations and warranties shall be deemed to have been made
and given by the Pledgor with respect to any additional property forming part of
the Collateral subsequent to the date of this Agreement.
4. COVENANTS OF THE PLEDGOR. The Pledgor hereby covenants and agrees
that, during the term of this Agreement:
(a) Subject to the terms of Paragraph 21 below, and without the prior
written consent of the Lender, the Pledgor shall not, and the Company shall not
permit the Pledgor to sell, convey or otherwise dispose of any of the Collateral
or any interest therein, or create, incur or permit to exist any pledge,
mortgage, lien, charge, encumbrance or any security interest whatsoever in or
with respect to any of the Collateral or the proceeds thereof, other than that
created hereby.
(b) The Pledgor warrants and shall defend, at his own expense, the
Lender's right, title, special property and security interest in and to the
Collateral against the claims of any Person.
(c) The Pledgor and the Company shall cooperate fully, to the extent
requested by the Lender, in the completion of any notice, form, schedule or
other document filed by the Lender on its own behalf or on behalf of the Pledgor
pursuant to the power of attorney granted in Paragraph 5 below, including,
without limitation, any required notice or statement of beneficial ownership or
of the acquisition of beneficial ownership of equity securities constituting
part of the Collateral and any notice of proposed sale of any such securities
pursuant to Rule 144. Without limiting the generality of the foregoing, the
Pledgor shall furnish to the Lender any and all information that the Lender
reasonably may request, for the purposes of any such filing, regarding the
Pledgor, the Company, the Collateral and any issuer of any of the Collateral.
(d) Upon any sale of the Collateral made by the Lender pursuant to
this Agreement, the Lender is authorized by the Pledgor to comply with any
limitation or restriction if
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such compliance is necessary, in the view of the Lender's counsel, in order to
avoid any violation of applicable law or in order to obtain any required
approval of the purchaser or purchasers by any applicable governmental
authority.
(e) The Pledgor or the Company shall furnish to the Lender (1) as
soon as available, a copy of the Company's Form 10-Q filed with the SEC with
respect to each fiscal quarter, (2) as soon as publicly available each year, the
annual report on Form 10-K and the annual report to stockholders of the Company
and (3) any other report or registration statement filed by the Company with the
SEC.
(f) If this Agreement is executed prior to the Lender's receipt of
the stock certificates evidencing the Collateral, together with appropriate
stock powers required by the Lender, the Pledgor shall deliver such certificates
and stock powers to the Lender as soon as possible thereafter, and, in any
event, within ten business days of the date hereof.
(g) Except for loan from Nomura Asset Capital Corporation of even
date herewith, during the term of this Agreement, the Pledgor, without the prior
written consent of the Lender, shall not assume, incur or permit to exist any
additional debt, contingent liabilities, liabilities for taxes, unusual forward
or long-term commitments or unrealized or unanticipated losses that, either
individually or in the aggregate, would be material.
(h) So long as the Company or the Pledgor shall have any obligations
to the Lender under this Agreement, the Note or the Guaranty, the Pledgor shall
deliver to the Lender within a reasonable time, such additional information and
documentation respecting the condition or operations, financial or otherwise, of
the Pledgor or the Company as the Lender from time to time reasonably may
request.
(i) During the term of this Agreement, the Pledgor shall not grant
any options, warrants or other rights to purchase all or any part of the
Collateral.
5. POWER OF ATTORNEY. The Pledgor appoints the Lender as the Pledgor's
attorney-in-fact to sign or endorse the Pledgor's name on any Collateral or
instruments relating to the Collateral as may be necessary or desirable in
connection with any transaction that the Pledgor or the Lender is authorized or
required to perform pursuant to this Agreement. Such power of attorney, being
coupled with an interest, shall not terminate as long as this Agreement is in
effect and any Obligations remain outstanding. The Lender agrees that it shall
not exercise its rights under this Paragraph 5 prior to the occurrence of an
Event of Default.
6. REGISTRATION STATEMENT.
(a) If the Lender shall elect to exercise its right to sell or
otherwise dispose of all or any part of the Collateral, and if, in the opinion
of counsel to the Lender, it is necessary to have the Collateral or that portion
thereof to be sold registered under the Securities Act of 1933,
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as amended (the "Securities Act"), or if the Securities Act otherwise requires
registration of the Collateral for the sale of all or any portion of the
Collateral, the Company will:
(1) Take all action necessary to register the Collateral or that
portion thereof to be disposed of under the provisions of the Securities Act, at
the Company's expense;
(2) The registration statement relating thereto to become
effective and to remain so for not less than two years from the effective date
and to make all amendments thereto and to the related prospectus that, in the
opinion of the Lender or its counsel, are necessary or advisable, all in
conformity with the requirements of the Securities Act and the rules and
regulations of the SEC applicable thereto;
(3) To comply with the provisions of the "Blue Sky" law of any
jurisdiction that the Lender shall designate;
(4) To make available to its security holders, as soon as
practicable, an earnings statement covering a period of at least 12 months but
not more than 18 months, beginning with the first month after the effective date
of any such registration statement, which earnings statement shall satisfy the
provisions of Section 11(a) of the Securities Act; and
(5) To file on or before each respective due date all reports
required under the Securities Exchange Act of 1934, as amended (the "Exchange
Act").
(b) The Pledgor acknowledges that a breach of any of the covenants
contained in Paragraph 6.(a) above may cause irreparable injury to the Lender;
that the Lender will have no adequate remedy at law with respect to such breach;
and, as a consequence, that the Pledgor's covenants in Paragraph 6.(a) shall be
specifically enforceable against the Pledgor; and the Pledgor hereby waives, to
the extent such waiver is enforceable under law, and shall not assert, any
defenses against an action for specific performance of such covenants, except
for a defense that no Event of Default has occurred.
(c) Notwithstanding the foregoing, the Pledgor recognizes that the
Lender may be unable to effect a public sale of all or a part of the Collateral
and may be compelled to resort to sales pursuant to Rule 144 or to one or more
private sales to a restricted group of purchasers who will be obligated to
agree, among other things, to acquire the Collateral for their own account, for
investment only and not with a view to the distribution or resale thereof. The
Pledgor acknowledges that any such sales may be at prices and on terms less
favorable to the Lender than those of public sales of all of the Collateral, and
agrees that such sales shall be deemed to have been made in a commercially
reasonable manner and that the Lender has no obligation to delay sale of any
Collateral to permit the issuer thereof to register it for public sale under the
Securities Act. On any sale of the Collateral, the Lender is hereby authorized
to comply with any limitation or restriction, compliance with which is
necessary, in the view of the Lender's counsel, in order to avoid any violation
of applicable law or in order to obtain any required approval of the purchaser
or purchasers by any applicable governmental authority.
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7. EVENTS OF DEFAULT. An Event of Default hereunder shall occur:
(a) if the Pledgor or the Company shall fail to perform any of the
covenants or agreements contained herein within 30 days after receipt of notice
from the Lender specifying such failure, or the failure of the Pledgor or the
Company to perform any other covenants or agreements in any other Loan Document
after the expiration of any applicable grace periods; or
(b) if any warranty, representation or other statement by or on
behalf of the Pledgor contained herein or in any other Loan Document shall prove
to have been false or misleading in any material respect at the time it was made
or delivered; or
(c) if an Event of Default shall occur under the Note, the Guaranty
Agreement or any other Loan Document after the expiration of any applicable
grace periods.
8. REMEDIES, RIGHTS UPON DEFAULT.
(a) Upon and after the occurrence of an Event of Default, the Lender,
without demand of performance or other demand, advertisement or notice of any
kind (except the notice specified below of time and place of any public or
private sale) to or upon the Pledgor or any other Person (all of which are, to
the extent permitted by law, hereby expressly waived), forthwith may realize
upon the Collateral or any part thereof, and may sell forthwith, or agree to
sell or otherwise dispose of and deliver, the Collateral or any part thereof or
interest therein, in one or more parcels at public or private sale or sales, at
any exchange, broker's board or at any of the Lender's offices or elsewhere, at
such prices and on such terms (including, without limitation, any terms required
by a sale described in Paragraph 6 above) as it may deem best, for cash or on
credit, or for future delivery without assumption of any credit risk, with the
right of the Lender or any purchaser to purchase upon any such sale the whole or
any part of the Collateral free of any right or equity of redemption in the
Pledgor, which right or equity is hereby expressly waived and released. The
Lender may purchase all or any part of the Collateral at any public or private
sale. Any excess of the Collateral after payment in full of the obligations
shall be delivered to the Pledgor.
(b) The proceeds of any such disposition or other action by the
Lender shall be applied as follows:
(1) First, to the costs and expenses incurred in connection
therewith or incidental thereto or to the care or safekeeping of any of the
Collateral or in any way relating to the rights of the Lender hereunder,
including reasonable attorneys' fees and legal expenses;
(2) Second, to the satisfaction of the Obligations;
(3) Third, to the payment of any other amounts required by
applicable law (including, without limitation, Section 9-504(1)(c) of the
Uniform Commercial Code); and
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(4) Fourth, to the Pledgor to the extent of any surplus
proceeds.
(c) The Lender need not give more than 15 days' notice of the time
and place of any public sale or of the time after which a private sale may take
place, which notice the Pledgor hereby deems reasonable.
9. NOTICES CONCERNING COLLATERAL. The Pledgor shall promptly deliver to
the Lender all written notices, and shall promptly give the Lender written
notice of any other notices received by the Pledgor with respect to any
Collateral.
10. FURTHER ASSURANCES. The Pledgor and the Company, at any time, and
from time to time, upon the written request of the Lender, shall execute and
deliver such further documents and do such further acts and things as the Lender
reasonably may request to effect the purposes of this Agreement, including,
without limitation, stock certificates, stock powers, financing statements, and,
upon the occurrence of an Event of Default, executed irrevocable proxies with
respect to the Collateral in form satisfactory to the Lender. Until receipt
thereof, this Agreement shall constitute the Pledgor's proxy to the Lender or
its nominee to vote all shares of Collateral then registered in the Pledgor's
name upon or at any time after an occurrence of an Event of Default.
11. TERMINATION. Upon the satisfaction in full of all of the Obligations,
this Agreement shall terminate, and the Lender shall deliver to the Pledgor, at
the Pledgor's expense, such of the Collateral as shall not have been sold or
otherwise applied pursuant to this Agreement.
12. LIMITATION ON THE LENDER'S DUTY IN RESPECT OF COLLATERAL.
(a) Beyond the exercise of reasonable care to assure the safe custody
of the Collateral while held hereunder, the Lender shall have no duty or
liability to preserve rights pertaining thereto and shall be relieved of all
responsibility for the Collateral upon surrendering it or tendering surrender of
it to the Pledgor.
(b) No course of dealing between the Pledgor and the Lender, nor any
failure to exercise, nor any delay in exercising, any right, power or privilege
of the Lender hereunder, under the Note or under any other Loan Document shall
operate as a waiver thereof; nor shall any single or partial exercise of any
right, power or privilege hereunder or thereunder preclude any other or further
exercise thereof or the exercise of any other right, power or privilege.
(c) The rights and remedies provided herein, in the Note and in all
other Loan Documents are cumulative and are in addition to, and not exclusive
of, any rights or remedies provided by law, including, without limitation, the
rights and remedies of a secured party under the Uniform Commercial Code.
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13. SEVERABILITY. The provisions of this 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 in this Agreement in any jurisdiction.
14. NOTICES. All notices, requests, demands and other communications with
respect hereto shall be in writing and shall be delivered by hand, sent prepaid
by Federal Express (or a comparable overnight delivery service) or sent by the
United States mail, certified, postage prepaid, return receipt requested, to the
following addresses:
If to the Pledgor or the Company,
c/o Hudson Hotels Corporation
One Airport Way
Suite 200
Rochester, New York 14624
Attn: Mr. E. Anthony Wilson
With copies to
Boylan, Brown, Code, Fowler,
Vigdor & Wilson, L.L.P.
2400 Chase Square
Rochester, New York 14610
Attn: Alan S. Lockwood, Esquire
If to the Lender,
Equity Inns Partnership, L.P.
4735 Spottswood
Suite 102
Memphis, Tennessee 38117
Attn: Phillip H. McNeill, Sr.
With copies to
Hunton & Williams
1751 Pinnacle Drive
Suite 1700
McLean, Virginia 22102
Attn: Gerald R. Best, Esquire
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Any notice, request, demand or other communication delivered or sent in the
manner aforesaid shall be deemed given or made (as the case may be) upon the
earliest of (a) the date it is actually received, (b) the business day after the
day on which it is delivered by hand, (c) the business day after the day on
which it is properly delivered to Federal Express (or a comparable overnight
delivery service), or (d) the third business day after the day on which it is
deposited in the United States mail. Any party may change such party's address
by notifying the other parties of the new address in any manner permitted by
this Paragraph 14.
15. SUCCESSORS AND ASSIGNS. This Agreement shall inure to the benefit of
and shall be binding upon the parties hereto and their respective heirs,
personal representatives, successors and assigns.
16. CAPTIONS. The captions of the various sections and paragraphs of this
Agreement have been inserted only for the purposes of convenience. Such
captions are not a part of this Agreement and shall not be deemed in any manner
to modify, explain, enlarge or restrict any of the provisions of this Agreement.
17. SURVIVAL OF AGREEMENTS. All agreements, representations and
warranties made herein shall survive the delivery of this Agreement.
18. GOVERNING LAW. This Agreement shall be construed in accordance with
the laws of the state of New York, without reference to conflict of laws
principles.
19. MODIFICATION. No modification, amendment or waiver of any provision
of this Agreement, nor consent by the Lender to any departure by the Pledgor
therefrom, shall in any event be effective unless the same shall be in writing
and signed by the Lender, and then such waiver or consent shall be effective
only in the specific instance and for the purpose for which given.
20. EXPENSES. The Pledgor and the Company agree to pay all costs and
expenses incurred by the Lender in connection with this Agreement or the
enforcement of the Lender's rights hereunder, including, but not limited to,
reasonable attorneys' fees and expenses.
21. SUBSTITUTION OF COLLATERAL. Subject to the prior written consent of
the Lender, which consent may be given or withheld in the Lender's sole and
absolute discretion, the Pledgor may substitute the Collateral, or any portion
thereof, with other collateral of equal or greater value consisting of publicly
traded securities listed on a national or regional securities exchange (the
"Substitute Collateral"). Such Substitute Collateral, if accepted by the Lender
in its sole and absolute discretion, shall be subject to, and shall be delivered
in accordance with, the terms of a pledge agreement substantially in the form of
this Agreement.
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IN WITNESS WHEREOF, the Pledgor has caused this Agreement to be executed as
of the day and year first above written.
PLEDGOR:
HUDSON HOTELS PROPERTIES CORP.
By: /s/ E. Anthony Wilson
----------------------------
Name: E. Anthony Wilson
--------------------------
Title: Chairman
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COMPANY:
HUDSON HOTELS CORPORATION
By: /s/ E. Anthony Wilson
----------------------------
Name: E. Anthony Wilson
--------------------------
Title: President
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