EXHIBIT 6
SECOND AMENDMENT TO PLEDGE AGREEMENT
THIS SECOND AMENDMENT TO PLEDGE AGREEMENT (this "Amendment") dated as
of MARCH 31, 2000 is among BANK OF AMERICA, N.A., formerly Bank of America
National Trust and Savings Association ("Bank"), XXXXX X. XXXXX, TRUSTEE OF THE
PRICE REVOCABLE TRUST AMENDMENT IN ENTIRETY, EXECUTED ON FEBRUARY 9, 1987, AS
AMENDED, (the "Initial Trustee"), XXXXX X. XXXXX, TRUSTEE OF THE XXXXX X. XXXXX
TRUST, AS AMENDED, and DALLAS P. PRICE, TRUSTEE OF THE DALLAS P. PRICE TRUST, AS
AMENDED (collectively "Pledgors").
RECITALS
--------
A. The Bank and the Initial Trustee entered into that certain Pledge
Agreement dated as of July 30, 1996 (as amended, the "Pledge Agreement").
B. On October 7, 1996, the Bank and the Initial Trustee entered into
that certain First Amendment to Credit Agreement and Pledge Agreement.
C. In 1998, the assets owned by the Initial Trustee under the Price
Revocable Trust Amendment in Entirety were divided and transferred to Xxxxx X.
Xxxxx, Trustee of the Xxxxx X. Xxxxx Trust and to Dallas P. Price, Trustee of
the Dallas P. Price Trust. In connection with such division of trust property,
the certificates representing the securities listed on Schedule I to the Pledge
Agreement were tendered to the transfer agent of the applicable issuers and were
re-issued, subject to the security interest under the Pledge Agreement, as
described on Schedule I attached to this Amendment.
D. On December 24, 1998, Xxxxx X. Xxxxx, as Trustee of the Xxxxx X.
Xxxxx Trust, and Dallas P. Price, as Trustee of the Dallas P. Price Trust,
assumed the obligations under the Pledge Agreement.
E. By this Amendment, the parties hereto intend to update the
description of the collateral under the Pledge Agreement by amending Schedule I
to reflect the certificates that were issued in 1998.
AGREEMENT
---------
1. Definitions. Capitalized terms used but not defined in this
-----------
Amendment shall have the meaning given to them in the Pledge Agreement.
2. Amendments. The Pledge Agreement is amended as follows:
----------
2.1 Schedule I to the Pledge Agreement is amended in full as set
forth on Schedule I attached hereto.
3. Release of Initial Trustee. Xxxxx X. Xxxxx, Trustee of the Price
--------------------------
Revocable Trust Amendment in Entirety, executed on February 9, as amended, is
hereby released as a party to the Pledge Agreement.
1
4. Representations and Warranties. When the Pledgors sign this
------------------------------
Amendment, they jointly and severally represent and warrant to Bank that: (a)
there is no event which is, or with notice or lapse of time or both would be, a
default under the Pledge Agreement, (b) the representations and warranties in
the Pledge Agreement are true as of the date of this Amendment as if made on the
date of this Amendment, (c) they have the full power, authority and legal right,
and have taken all necessary action to authorize the execution and delivery of
this Amendment, and (d) this Amendment does not conflict with any law,
agreement, or obligation by which they are bound.
5. Effect of Amendment. Except as provided in this Amendment, all of
-------------------
the terms and conditions of the Pledge Agreement shall remain in full force and
effect.
This Amendment is executed as of the date stated at the beginning
hereof.
BANK OF AMERICA, N.A. /s/ Xxxxx X. Xxxxx
----------------------------------------
XXXXX X. XXXXX, TRUSTEE OF THE PRICE
REVOCABLE TRUST AMENDMENT IN ENTIRETY,
By: /s/ [ILLEGIBLE] EXECUTED ON FEBRUARY 9, 1987, AS AMENDED
----------------------
Vice President
/s/ Xxxxx X. Xxxxx
----------------------------------------
XXXXX X. XXXXX, TRUSTEE OF THE XXXXX X.
XXXXX TRUST
/s/ Dallas P. Price
----------------------------------------
DALLAS P. PRICE TRUSTEE OF THE DALLAS P.
PRICE TRUST
2
SCHEDULE I
----------
Attached to and forming a part of that certain Pledge Agreement dated as of
July 30, 1996 by and among Bank of America, N.A., formerly Bank of America
National Trust and Savings Association, Xxxxx X. Xxxxx, Trustee of the Price
Revocable Trust Amendment in Entirety, executed on February 9, 1987, as amended,
Xxxxx X. Xxxxx, Trustee of the Xxxxx X. Xxxxx Trust, as amended, and Dallas P.
Price, Trustee of the Dallas P. Price Trust, as amended.
Schedule of Pledged Stock
Issued by National Golf Properties, Inc.
----------------------------------------
Stock
Class Certificate Par Value No. of
of Stock No.(s) (if any) Shares
-------- ----------- --------- ------
Common SD31232 $0.01 336.738
Common SD31233 $0.01 336.737
-------
Total 673.475
Schedule of Pledged Partnership Units
Issued by National Golf Operating Partnership, L.P.
---------------------------------------------------
Class Unit Certificate No. of
of Units No.(s) Units
-------- ----------------- -----
Limited 70 319,800
Limited 71 319,801
-------
Total 639,601
