Pledge Amendment, dated as of May 22, 2020, among the Company, Banner NewCo LLC, Highway Ventures Borrower LLC and Highway Ventures Properties Trust

Contract Categories: Business Finance - Pledge Agreements
EX-10.2 3 svc063020exhibit102.htm EXHIBIT 10.2 Exhibit



Exhibit 10.2

EXECUTION VERSION

PLEDGE AMENDMENT
May 22, 2020
Reference is hereby made to the Pledge Agreement (as the same may be amended, restated, supplemented or otherwise modified from time to time, the “Pledge Agreement”) dated as of May 8, 2020, by and among Service Properties Trust, a real estate investment trust formed under the laws of the State of Maryland (the “Borrower”), the undersigned Pledgors and the other Subsidiaries of the Borrower from time to time party thereto as Pledgors, and Wells Fargo Bank, National Association, as Administrative Agent for the Lenders (in such capacity, the “Administrative Agent”), whereby each of the undersigned has pledged certain capital stock, membership interests, beneficial interests and partnership interests, as applicable, of certain of its Subsidiaries as collateral to the Administrative Agent, for the ratable benefit of the Lenders, as more fully described in the Pledge Agreement. This Amendment is a “Pledge Amendment” as defined in the Pledge Agreement and is, together with the acknowledgments, certificates, and Transfer Powers delivered herewith, subject in all respects to the terms and provisions of the Pledge Agreement. Capitalized terms used herein and not defined herein shall have the meanings given to them in the Pledge Agreement.
By its execution below, each of the undersigned hereby agrees that (i) this Amendment may be attached to the Pledge Agreement and that the Pledged Collateral listed on Schedule I hereto shall be part of the Pledged Collateral referred to in the Pledge Agreement and shall secure all Obligations in accordance with the terms of the Pledge Agreement and (ii) each limited liability company and trust listed on Schedule I hereto shall continue to be a Pledged Subsidiary for all purposes of the Pledge Agreement.
By its execution below, each of the undersigned represents and warrants that it has full power and authority to execute this Pledge Amendment and that the representations and warranties contained in Section 6 of the Pledge Agreement are true and correct in all respects as of the date hereof and after taking into account the pledge of the additional Pledged Collateral relating hereto. The Pledge Agreement, as amended and modified hereby, remains in full force and effect and is hereby ratified and confirmed.
[The remainder of this page is intentionally blank.]








IN WITNESS WHEREOF, the Pledgor has duly executed and delivered this Pledge Amendment to the Pledge Agreement as of the date first set forth above.

Service Properties Trust, as a Pledgor

By: /s/ Brian E. Donley___________________
Name: Brian E. Donley
Title: Chief Financial Officer and Treasurer


Banner Newco LLC, as a Pledgor

By: /s/ Brian E. Donley___________________
Name: Brian E. Donley
Title: Chief Financial Officer and Treasurer


Highway ventures borrower LLC, as a Pledgor

By: /s/ Brian E. Donley___________________
Name: Brian E. Donley
Title: Chief Financial Officer and Treasurer


Highway Ventures Properties trust, as a Pledgor

By: /s/ Brian E. Donley___________________
Name: Brian E. Donley
Title: Chief Financial Officer and Treasurer






Schedule I
to
Pledge Amendment
PLEDGED SUBSIDIARIES
Pledgor
Pledged Subsidiary
Certificate No.
No. of Shares / Units Owned
Percentage of Ownership
Highway Ventures Borrower LLC
Highway Ventures Properties Trust
3
1,000
100%
Service Properties Trust
HPTWN Properties Trust
2
100
100%
Banner NewCo LLC
SVCN 3 LLC
1
N/A
100%
Service Properties Trust
HPT Suite Properties Trust
2
1,000
100%
Banner NewCo LLC
SVCN 4 LLC
1
N/A
100%
Highway Ventures Properties Trust
Highway Ventures Properties LLC
1
N/A
100%
Service Properties Trust
Banner NewCo LLC
1
N/A
100%







ACKNOWLEDGMENT
TO
PLEDGE AMENDMENT
May 22, 2020
Each of the undersigned hereby acknowledges receipt of a copy of the foregoing Pledge Amendment together with a copy of the Pledge Agreement, agrees promptly to note on its books the security interests granted under such Pledge Agreement, agrees that after the occurrence and during the continuance of an Event of Default it will comply with instructions originated by the Administrative Agent without further consent by the applicable Pledgor and waives any rights or requirement at any time hereafter to receive a copy of such Pledge Agreement in connection with the registration of any Pledged Collateral in the name of the Administrative Agent or its nominee or the exercise of voting rights by the Administrative Agent or its nominee.

[Signature pages follow.]






Signature Page to Acknowledgment to Pledge Amendment

Highway Ventures Properties Trust

By:
/s/ Brian E. Donley    
Name: Brian E. Donley
Title: Chief Financial Officer and Treasurer

HPTWN Properties Trust

By:
/s/ Brian E. Donley    
Name: Brian E. Donley
Title: Chief Financial Officer and Treasurer

HPT Suite Properties Trust

By:
/s/ Brian E. Donley    
Name: Brian E. Donley
Title: Chief Financial Officer and Treasurer

SVCN 3 LLC

By:
/s/ Brian E. Donley    
Name: Brian E. Donley
Title: Chief Financial Officer and Treasurer

SVCN 4 LLC

By:
/s/ Brian E. Donley    
Name: Brian E. Donley
Title: Chief Financial Officer and Treasurer









Highway Ventures Properties LLC

By:
/s/ Brian E. Donley    
Name: Brian E. Donley
Title: Chief Financial Officer and Treasurer

Banner NewCo LLC

By:
/s/ Brian E. Donley    
Name: Brian E. Donley
Title: Chief Financial Officer and Treasurer