EX-10.41 3 dex1041.txt EXHIBIT 10.41 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: ------------------- 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. 2 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. 3 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 4 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 5 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 6 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 7 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 8 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 9 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 10 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 11 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 12 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 13 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 14 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 15 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 16 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 17 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 18 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 19 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 20 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 21 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 22 * Executed below by W. Edward Walter as Vice President of each of the above Pledgors By: /s/ W. Edward Walter ------------------------------------ Title: Vice President 23