EXHIBIT 4.3
STERLING CHEMICALS, INC.
Trustor
to
Xxxxxxx Xxxxxx, an Individual
Trustee
for the benefit of
U. S. BANK NATIONAL ASSOCIATION, as Collateral Agent
Beneficiary
DEED OF TRUST, ASSIGNMENT OF LEASES
AND RENTS,
SECURITY AGREEMENT AND FIXTURE FILING
Dated March 29, 2007
This instrument affects certain real and personal property
located in Galveston County,
State of Texas
Recorded and return to:
White & Case LLP
0000 Xxxxxx xx xxx Xxxxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxxx Xxxxxxx, Esq.
(000) 000-0000
This instrument was prepared by the above-named attorney.
DEED OF TRUST, ASSIGNMENT OF LEASES AND RENTS,
SECURITY AGREEMENT AND FIXTURE FILING
THIS
DEED OF TRUST, ASSIGNMENT OF LEASES AND RENTS, SECURITY AGREEMENT AND FIXTURE FILING,
dated March 29, 2007 (this “
Deed of Trust”), made by STERLING CHEMICALS, INC., a Delaware
corporation (the “Trustor”), having an address at 0000 Xxxxx Xx., Xxxxx 0000, Xxxxxxx, Xxxxxx
Xxxxxx, Xxxxx 00000-0000 to XXXXXXX XXXXXX, an individual, having an address at c/o Fidelity
National Title Insurance Company, 00000 Xxx Xxxxx, Xxx Xxxxxxx, Xxxxx 00000, as trustee (the
“Trustee”) for the benefit of U. S. BANK NATIONAL ASSOCIATION, a national banking association,
having an address at 00 Xxxx Xxxxxx Xxxxxx, Xxxxx 0000, Xxxxxxxxxxxx, Xxxxxxx 00000, as collateral
agent (the “Collateral Agent”) for the benefit of the Secured Parties (as hereinafter defined) (the
“Beneficiary”).
WHEREAS, pursuant to the terms, conditions and provisions of the Indenture, dated as of the
date hereof (as amended, restated, supplemented or otherwise modified from time to time, the
“Indenture”), among the Trustor, as issuer, the guarantors party thereto (the “Guarantors”) and U.
S. Bank National Association, as trustee (the “Indenture Trustee”) and Collateral Agent, the
Trustor issued 101/4% Senior Secured Notes due 2015 in the aggregate principal amount of ONE HUNDRED
FIFTY MILLION AND 00/100 DOLLARS ($150,000,000.00) (together with any
Exchange Notes and Additional Notes (as such terms are defined in the Indenture) issued pursuant to
such Indenture and any other 101/4% Senior Secured Notes due 2015 issued pursuant to such Indenture
in replacement thereof or substitution therefor, the “Notes”);
NOW, THEREFORE, for and in consideration of the premises, and of the mutual covenants herein
contained, and in order to secure the full, timely and proper payment and performance of and
compliance with each and every one of the Secured Obligations, the Trustor hereby irrevocably
grants, bargains, sells, mortgages, warrants, aliens, demises, releases, hypothecates, pledges,
assigns, transfers and conveys to the Trustee, IN TRUST, WITH POWER OF SALE, for the benefit of
Beneficiary and its successors and assigns, forever, all of the following (collectively, the “Trust
Premises”):
(a)
Real Estate. All of Trustor’s right, title and interest in, and to all of
the Land and all additional lands and estates therein now owned by the Trustor for use or
development with the Land or any portion thereof, together with all and singular the
tenements, rights, easements, hereditaments, rights of way, privileges, liberties,
appendages and appurtenances now belonging or in any way pertaining to the Land and such
additional lands and estates therein (including, without limitation, all rights relating to
storm and sanitary sewer, water, gas, electric, railway and telephone services); all
development rights, air rights, riparian rights, water, water rights, water stock, all
rights in, to and with respect to any and all oil, gas, coal, minerals and other substances
of any kind or character underlying or relating to the Land and such additional lands and
estates therein and any interest therein; all estate, claim, demand, rights, title or
interest of the Trustor in and to any street, road, highway or alley, vacated or other,
adjoining the Land or any part thereof and such additional lands and estates therein; all
strips and gores belonging, adjacent or pertaining to the Land or such additional lands and
estates (herein collectively referred to as the “Real Estate”);
(b)
Improvements. All of Trustor’s right, title and interest in and to all
buildings, structures and other improvements now existing on the Land and any additions and
alterations thereto or replacements thereof, now or hereafter built, constructed or located
upon the Real Estate; and, to the extent that any of the following items of property
constitutes fixtures under applicable laws, all furnishings, fixtures, fittings, appliances,
apparatus, equipment, machinery, building and construction materials, and other articles of
every kind and nature whatsoever and all replacements thereof, now or hereafter affixed or
attached to, placed upon or used in any way in connection with the Real Estate and the
complete and comfortable use, enjoyment, occupation, operation, development and/or
maintenance of the Real Estate or such buildings, structures, and other improvements,
including, but not limited to, partitions, furnaces, boilers, oil burners, radiators and
piping, plumbing and bathroom fixtures, refrigeration, heating, ventilating, air
conditioning and sprinkler systems, other fire prevention and extinguishing apparatus and
materials, vacuum cleaning systems, gas and electric fixtures, incinerators, compactors,
elevators, engines, motors, generators and all other articles of property which are
considered fixtures under applicable law (such buildings, structures and other improvements
and such other property constituting fixtures under applicable law are herein collectively
referred to as the “Improvements”; the Real Estate and the Improvements are herein
collectively referred to as the “Property”);
(c)
Goods. All of Trustor’s right, title and interests in and to all building
materials, construction materials, appliances (including, without limitation, stoves,
ranges, ovens, disposals, refrigerators, water fountains and coolers, fans, heaters,
dishwashers, clothes washers and dryers, water heaters, hood and fan combinations, kitchen
equipment, laundry equipment, kitchen cabinets and other similar equipment), stocks,
supplies, blinds, window shades, drapes, carpets, floor coverings, manufacturing equipment
and machinery, office equipment, growing plants and shrubberies, control devices, equipment
(including window cleaning, building cleaning, swimming pool, recreational, monitoring,
garbage, pest control and other equipment), motor vehicles, tools, furnishings, furniture,
lighting, non-structural additions to the Real Estate and
2
Improvements and all other tangible property of any kind or character, together with
all replacements thereof, now or hereafter located on or in or used or useful in connection
with the complete and comfortable use, enjoyment, occupation, operation, development and/or
maintenance of the Property, regardless of whether or not located on or in the Property or
located elsewhere for purposes of storage, fabrication or otherwise but excluding for the
purposes of this
Deed of Trust any and all “inventory” as defined in the State Uniform
Commercial Code and any other “goods” as defined in the State Uniform Commercial Code which
are not necessary for the operation of the plants located on the Land (herein collectively
referred to as the “Goods”);
(d)
Leases. All rights of the Trustor in, to and under all leases, licenses,
occupancy agreements, concessions and other arrangements, oral or written, now existing or
replacements thereof hereafter entered into, whereby any Person agrees to pay money or any
other consideration for the use, possession or occupancy of, or any estate in, the Property
or any portion thereof or interest therein (herein collectively referred to as the
“Leases”), and the right, subject to applicable law, upon the occurrence of any Event of
Default hereunder, to receive and collect the Rents (as hereinafter defined) paid or payable
thereunder;
(e)
Plans. All rights of the Trustor in and to all plans and specifications,
designs, drawings and other information, materials, and matters heretofore or hereafter
prepared relating to the Improvements or any construction on the Real Estate (herein
collectively referred to as, the “Plans”);
(f)
Permits. All rights of the Trustor, to the extent assignable, in, to and
under all permits, franchises, licenses, approvals and other authorizations respecting the
use, occupation and operation of the Property and every part thereof and respecting any
business or other activity conducted on or from the Property, and any product or proceed
thereof or therefrom, including, without limitation, all building permits, certificates of
occupancy and other licenses, permits and approvals issued by governmental authorities
having jurisdiction (collectively, the “Permits”);
(g)
Contracts. All right, title and interest of the Trustor, to the extent
assignable, in and to all certificates, warranties, appraisals, engineering, environmental,
soils, insurance and other reports and studies, books, records, correspondence, files and
advertising materials, now or hereafter obtained or entered into, as the case may be,
pertaining to the construction, use, occupancy, possession, operation, management, leasing,
maintenance and/or ownership of the Property (but only to the extent necessary or
appropriate for the continued operation of the plants located on the Land and excluding for
the purposes of this
Deed of Trust in any event any such items constituting or in any way
relating to “accounts” or “inventory” as those terms are defined in the State Uniform
Commercial Code) and all right, title and interest of the Trustor therein (collectively, the
“Contracts”);
3
equipment and any other Goods now or hereafter installed in or at any time used in
connection with the Property;
(i)
Rents. All rents, issues, profits, royalties, avails, income and other
benefits other than accounts receivable derived or owned, directly or indirectly, by the
Trustor from the Property, including, without limitation, all rents and other consideration
payable by tenants, claims against guarantors, and any cash or other securities deposited to
secure performance by tenants, under the Leases (herein collectively referred to as the
“Rents”); and
(j)
Proceeds. All proceeds of the conversion, voluntary or involuntary of any
of the foregoing Trust Premises into cash or liquidated claims, including, without
limitation, proceeds of insurance and condemnation awards (herein, collectively referred to
as the “Proceeds”);
PROVIDED, HOWEVER, the Trust Premises shall not include any rights arising under any
contracts, instruments, licenses or other documents as to which the grant of a lien and/or security
interest would constitute a violation of a valid and enforceable restriction in favor of a third
party on such grant, unless and until any required consents shall have been obtained;
AND, without limiting any of the other provisions of this
Deed of Trust, the Trustor expressly
grants to the Beneficiary, as secured party, a security interest in all of those portions of the
Trust Premises which are or may be subject to the State Uniform Commercial Code provisions
applicable to secured transactions subject only to the Permitted Encumbrances;
TO HAVE AND TO HOLD the Trust Premises unto the Trustee and the successors, successors in
trust and assigns of the Trustee for the benefit of the Beneficiary, its successors and assigns,
forever, subject only to the Permitted Encumbrances;
FURTHER to secure the full, timely and proper payment and performance of the Secured
Obligations, the Trustor hereby covenants and agrees with and warrants to the Trustee and the
Beneficiary as follows:
ARTICLE I
(a) it will duly and punctually pay and perform or cause to be paid and performed each of the
Secured Obligations at the time and in accordance with the terms of the Indenture and the Notes;
and
(b) when and as due and payable from time to time in accordance with the terms hereof or of
any other Collateral Document, pay and perform, or cause to be paid and performed, all other
Secured Obligations.
4
(a) except as otherwise permitted by the terms of the Indenture, as of the date hereof and at
all times hereafter while this
Deed of Trust is outstanding, the Trustor (i) is and shall be the
absolute owner of the legal and beneficial title to the applicable interest in the Property and to
all other property included in the Trust Premises, and (2) has and shall have good and indefeasible
title in fee simple absolute, or good and sufficient easement or leasehold title, as currently
represented in the granting clause as of the date hereof, to the Property; provided, however, that
the portion of the Land described on Part III of Exhibit A is hereby excluded from these covenants,
subject in each case only to this Deed of Trust, the Permitted Liens (as defined in the Indenture)
and the exceptions to title set forth in Exhibit B to the title insurance policy insuring the lien
of this Deed of Trust and approved by Collateral Agent in its reasonable discretion (collectively,
the “Permitted Encumbrances”);
(b) the Trustor has good and lawful right, power and authority to execute this Deed of Trust
and to convey, transfer, assign, mortgage and grant a security interest in the Trust Premises, all
as provided herein;
(c) this Deed of Trust has been duly executed, acknowledged and delivered on behalf of the
Trustor, all consents and other actions required to be taken by the officers, directors,
shareholders and partners, as the case may be, of the Trustor have been duly and fully given and
performed, all governmental and court approvals required have been obtained by Trustor, and this
Deed of Trust constitutes the legal, valid and binding obligation of the Trustor, enforceable
against the Trustor in accordance with its terms; and
(d) the Trustor, at its expense, will warrant and defend the Trustee and the Beneficiary and
any purchaser under the power of sale herein or at any foreclosure sale such title to the Trust
Premises and the first deed of trust lien and first perfected security interest of this Deed of
Trust thereon and therein against all claims and demands and will maintain, preserve and protect
such lien and security interest and will keep this Deed of Trust a valid, direct, first deed of
trust lien of record on the Property and a first perfected security interest in the Trust Premises
other than the Property, subject only to the Permitted Encumbrances.
SECTION 1.3.1
Title Insurance Policy. The Trustor shall use its commercially
reasonable best efforts to cause to be delivered to the Beneficiary no later than 30 days after the
date hereof and at the Trustor’s sole cost and expense, a lender’s title insurance policy issued by
a nationally recognized title insurance company in an insured amount reasonably satisfactory to the
Beneficiary, insuring this Deed of Trust as a valid and enforceable first priority deed of trust
lien on the Land described on Exhibit A, free and clear of all defects and encumbrances except
Permitted Encumbrances, together with such endorsements, affirmative coverage, coinsurance and
reinsurance, as reasonably requested by the Beneficiary.
SECTION 1.3.2
Title Insurance Proceeds. All proceeds received by and payable to the
Beneficiary for any loss under the loan policy or policies of title insurance delivered to the
5
Beneficiary pursuant to Section 1.3.1, or under any policy or policies of title insurance
delivered to the Beneficiary in substitution therefor or replacement thereof, shall be the property
of the Beneficiary and shall be applied by the Beneficiary in accordance with the provisions of
Section 3.11.
SECTION 1.4
Recordation. The Trustor, at its expense, will at all times cause this
Deed of Trust and any instruments amendatory hereof or supplemental hereto and any instruments of
assignment hereof or thereof (and any appropriate financing statements or other instruments and
continuations thereof), and each other instrument delivered in connection with the Indenture, the
Notes or any Collateral Documents and intended thereunder to be recorded, registered and filed, to
be kept recorded, registered and filed, in such manner and in such places, and will pay all such
recording, registration, filing fees, taxes and other charges, and will comply with all such
statutes and regulations as may be required by law in order to establish, preserve, perfect and
protect the lien and security interest of this Deed of Trust as a valid, direct, first deed of
trust lien on the Property and first perfected security interest in the Trust Premises other than
the Property, subject only to the Permitted Encumbrances. The Trustor will pay or cause to be
paid, and will indemnify the Trustee and the Beneficiary in respect of, all taxes (including
interest and penalties) at any time payable in connection with the filing and recording of this
Deed of Trust and any and all supplements and amendments hereto.
SECTION 1.5
Payment of Impositions, etc. Subject to Section 1.8 (relating to permitted
contests), the Trustor will pay or cause to be paid before the same would become delinquent and
before any fine, penalty, interest or cost may be added for non-payment, all taxes, assessments,
water and sewer rates, charges, license fees, inspection fees and other governmental levies or
payments, of every kind and nature whatsoever, general and special, ordinary and extraordinary,
unforeseen as well as foreseen, which at any time may be assessed, levied, confirmed, imposed or
which may become a lien upon the Trust Premises, or any portion thereof, or which are payable with
respect thereto, or upon the rents, issues, income or profits thereof, or on the occupancy,
operation, use, possession or activities thereof, whether any or all of the same be levied directly
or indirectly or as excise taxes or as income taxes, and all taxes, assessments or charges which
may be levied on the Secured Obligations, or the interest thereon (collectively, the
“Impositions”). The Trustor will deliver to the Beneficiary, upon request, copies of official
receipts or other satisfactory proof evidencing such payments.
SECTION 1.6
Insurance and Legal Requirements. Subject to Section 1.8 (relating to
permitted contests), the Trustor, at its expense, will comply in all material respects, or cause
compliance in all material respects with
(a) all provisions of any insurance policy covering or applicable to the Trust Premises or any
part thereof, all requirements of the issuer of any policy, and all orders, rules, regulations and
other requirements of the National Board of Fire Underwriters (or any other body exercising similar
functions) applicable to or affecting the Trust Premises or any part thereof or any use or
condition of the Trust Premises or any part thereof (collectively, the “Insurance Requirements”);
and
(b) all laws, including Environmental Laws, statutes, codes, acts, ordinances, orders,
judgments, decrees, injunctions, rules, regulations, permits, licenses, authorizations,
6
directions and requirements of all governments, departments, commissions, boards, courts,
authorities, agencies, officials and officers, foreseen or unforeseen, ordinary or extraordinary,
which now or at any time hereafter may be applicable to the Trust Premises or any part thereof, or
any of the adjoining sidewalks, curbs, vaults and vault space, if any, streets or ways, or any use
or condition of the Trust Premises or any part thereof (collectively, the “Legal Requirements”);
noncompliance of which could reasonably be expected to cause a Material Adverse Effect.
SECTION 1.7
Security Interests, etc. The Trustor will not directly or indirectly
create or permit or suffer to be created or to remain, and will promptly discharge or cause to be
discharged, any deed of trust, mortgage, encumbrance or charge on, pledge of, security interest in
or conditional sale or other title retention agreement with respect to or any other lien on or in
the Trust Premises or any part thereof or the interest of the Trustor or the Beneficiary therein,
or any Proceeds thereof or Rents or other sums arising therefrom, other than (a) Permitted
Encumbrances, and (b) liens of mechanics, materialmen, suppliers or vendors or rights thereto
incurred in the ordinary course of the business of the Trustor for sums not yet due or any such
liens or rights thereto which are at the time being contested as permitted by Section 1.8. The
Trustor will not postpone the payment of any sums for which liens of mechanics, materialmen,
suppliers or vendors or rights thereto have been incurred (unless such liens or rights thereto are
at the time being contested as permitted by
Section 1.8), for more than 60 days after the
completion of the action giving rise to such liens or rights thereto.
SECTION 1.8
Permitted Contests. The Trustor at its expense may contest, or cause to
be contested, by appropriate legal proceedings conducted in good faith and with due diligence, the
amount or validity or application, in whole or in part, of any Imposition, Legal Requirement, or
Insurance Requirement or lien of a mechanic, materialman, supplier or vendor, provided that, (a)
in the case of an unpaid Imposition, lien, encumbrance or charge, such proceedings shall suspend
the collection thereof from the Trustor, the Beneficiary, and the Trust Premises (including any
rent or other income therefrom) and shall not materially interfere with the payment of any such
rent or income, (b) neither the Trust Premises nor any rent or other income therefrom nor any part
thereof or interest therein would be in any material danger of being sold, forfeited, lost,
impaired or interfered with, (c) in the case of a Legal Requirement, neither the Trustor nor the
Beneficiary would be in material danger of any material civil or any criminal liability for failure
to comply therewith, (d) the Trustor shall have furnished such security, if any, as may be required
in the proceedings or as may be reasonably requested by Beneficiary, (e) the non-payment of the
whole or any part of any Imposition will not result in the delivery of a tax deed to the Trust
Premises or any part thereof because of such non-payment, (f) the payment of any sums required to
be paid with respect to the Notes or under this Deed of Trust (other than any unpaid Imposition,
lien, encumbrance or charge at the time being contested in accordance with this Section 1.8) shall
not be interfered with or otherwise affected, and (g) in the case of any Insurance Requirement, the
failure of the Trustor to comply therewith shall not affect the validity of any such insurance
required to be maintained by the Trustor under Section 2.1 and (h) that adequate reserves,
determined in accordance with GAAP, shall have been set aside on the Trustor’s books.
7
SECTION 1.9
Leases. The Trustor represents and warrants to the Trustee and the
Beneficiary that, as of the date hereof, there are no written or oral leases or other agreements of
any kind or nature, other than the Permitted Encumbrances, relating to the occupancy or use of any
portion of the Trust Premises by any Person other than the Trustor. Except as is permitted by the
Indenture, the Notes or any of the Collateral Documents, the Trustor will not enter into any such
written or oral lease or other agreement with respect to any portion of the Property without first
obtaining the written consent of the Beneficiary.
SECTION 1.10
Compliance with Instruments. The Trustor at its expense will promptly
comply in all material respects with all rights of way or use, privileges, franchises, servitudes,
licenses, easements, tenements, hereditaments and appurtenances forming a part of the Property and
all instruments creating or evidencing the same, in each case, to the extent compliance therewith
is required of the Trustor under the terms thereof. The Trustor will not take any action which may
result in a forfeiture or termination of the rights afforded to the Trustor under any such
instruments, and will not, without the prior written consent of the Beneficiary, amend any such
instruments in any manner adverse to the Beneficiary and the Secured Parties in any material
respect, except as is permitted by the Indenture, the Notes or any Collateral Document.
SECTION 1.11
Maintenance and Repair, etc. Subject to the provisions of the Indenture
and Section 1.12, the Trustor will keep or cause to be kept all presently and subsequently erected
or acquired Improvements and the sidewalks, curbs, vaults and vault space, if any, located on or
adjoining the same, and the streets and the ways adjoining the same, in good and substantial order
and repair and in such a fashion that neither the value nor utility of the Trust Premises will be
materially diminished, and, at its sole cost and expense, will promptly make or cause to be made
all necessary and appropriate repairs, replacements and renewals thereof, whether interior or
exterior, structural or nonstructural, ordinary or extraordinary, foreseen or unforeseen, so that
its business carried on in connection therewith may be properly conducted at all times. The
Trustor at its expense will do or cause to be done all shoring of foundations and walls of any
building or other Improvements on the Property and (to the extent permitted by law) of the ground
adjacent thereto, and every other act necessary and appropriate for the preservation and safety of
the Property by reason of or in connection with any excavation or other building operation upon the
Property and upon any adjoining property.
SECTION 1.12
Alterations, Additions, etc. So long as no Event of Default shall have
occurred and be continuing, the Trustor shall have the right at any time and from time to time to
make or cause to be made alterations of and additions to the Property or any part thereof, provided
that any alteration or addition: (a) shall not materially change the general character or the use
of the Property (other than with respect to Non-Facility Assets) or materially reduce the fair
market value thereof below its value immediately before such alteration or addition, or materially
impair the usefulness of the Property; (b) is effected with due diligence, in a good and
workmanlike manner and in compliance in all material respects with all Legal Requirements and
Insurance Requirements; (c) subject to the Indenture and Section 1.8, is promptly and fully paid
for, or caused to be paid for, by the Trustor; and (d) is made, in case the estimated cost of such
alteration or addition exceeds U.S. $1,000,000, under the supervision of a qualified architect or
engineer or another professional.
8
SECTION 1.13
Acquired Property Subject to Lien. Subject to the Permitted Encumbrances
and except as otherwise permitted by the Indenture, all property at any time acquired by the
Trustor and provided or required by this Deed of Trust to be or become subject to the lien and
security interest hereof, whether such property is acquired by exchange, purchase, construction or
otherwise, shall forthwith become subject to the lien and security interest of this Deed of Trust
without further action on the part of the Trustor or the Beneficiary. Upon written request of
Beneficiary, the Trustor, at its expense, will execute and deliver to the Beneficiary (and will
record and file as provided in Section 1.4) an instrument supplemental to this Deed of Trust
reasonably satisfactory in substance and form to the Beneficiary, whenever such an instrument is
necessary under applicable law to subject to the lien and security interest of this Deed of Trust
all right, title and interest of the Trustor in and to all property provided or required by this
Deed of Trust to be subject to the lien and security interest hereof.
SECTION 1.14
Assignment of Rents. The assignment, grant and conveyance of the Leases
and Rents, Proceeds and other rents, income proceeds and benefits of the Trust Premises contained
in the Granting Clause of this Deed of Trust shall constitute an absolute, present and irrevocable
assignment, grant and conveyance, provided, however, that permission is hereby given to the
Trustor, so long as no sale, foreclosure or other proceeding pursuant to Article III hereof to
convey any interest in the Trust Premises has been commenced (each of the foregoing, a “Triggering
Event”), to: (i) collect, receive and apply such Rents, Proceeds and other rents, income, proceeds
and benefits from the Trust Premises as they become due and payable, but not further in advance
thereof than is customary, and in accordance with all of the other terms, conditions and provisions
hereof, of the Indenture, the Collateral Documents, Leases, Contracts and any other agreements
and/or instruments with respect to which such payments are made or such other benefits are
conferred; or (ii) pledge to the First Lien Collateral Agent the right to collect, receive and
apply such Rents, Proceeds and other rents, income, proceeds and benefits to the extent same
constitute Proceeds of Second Lien Collateral that are First Lien Collateral (as each such term is
defined in the Intercreditor Agreement). Upon the occurrence and continuance of a Triggering
Event, such permission under subsection (i) above shall terminate immediately and automatically,
without notice to the Trustor or any other Person except as required by law, and shall not be
reinstated without the express written consent of the Beneficiary and upon the occurrence of a
Disposition such permission under subsection (ii) above shall terminate immediately and
automatically with respect to any Rents, Proceeds and other rents, income, proceeds and benefits
from Trust Premises that are the subject of a Disposition, without notice to the Trustor or any
other Person except as required by law. Such assignment shall be fully effective without any
further action on the part of the Trustor, the Trustee, or the Beneficiary, and the Beneficiary
shall be entitled, at its option, upon the occurrence of a Triggering Event, to collect, receive
and apply all Rents, Proceeds and all other rents, income, proceeds and benefits from the Trust
Premises, including all right, title and interest of the Trustor in any escrowed sums or deposits
or any portion thereof or interest therein, whether or not the Trustee or the Beneficiary takes
possession of the Trust Premises or any part thereof. The Trustor further grants to the Beneficiary
the right, at the Beneficiary’s option, upon the occurrence and continuance of a Triggering Event
hereunder, to:
(a) enter upon and take possession of the Property for the purpose of collecting Rents,
Proceeds and said rents, income, proceeds and other benefits;
9
(b) dispossess by the customary summary proceedings any tenant, purchaser or other Person that
is not a party to a lease which is a Permitted Encumbrance;
(c) let or convey the Trust Premises or any portion thereof or any interest therein; and
(d) apply Rents, Proceeds and such other rents, income, proceeds and other benefits of the
Trust Premises, after the payment of all necessary fees, charges and expenses, on account of the
Secured Obligations in accordance with Section 3.11.
Notwithstanding the foregoing, if Trustor has pledged to the First Lien Collateral Agent the right
to collect, receive and apply such Rents, Proceeds and other rents, income, proceeds and benefits
to the extent same constitute Proceeds of Second Lien Collateral that are First Lien Collateral,
then permission is given to the First Lien Collateral Agent to continue to collect, receive and
apply same until a Disposition occurs affecting the Trust Premises from which such Rents, Proceeds
and other rents, income, proceeds and benefits are generated. Nothing in this Section 1.14 shall
be deemed to modify any of the provisions of the Intercreditor Agreement.
SECTION 1.15
No Claims Against the Trustee or the Beneficiary. Nothing contained in
this Deed of Trust shall constitute any consent or request by the Trustee or the Beneficiary,
express or implied, for the performance of any labor or the furnishing of any materials or other
property in respect of the Property or any part thereof, or be construed to permit the making of
any claim against the Trustee or the Beneficiary in respect of labor or services or the furnishing
of any materials or other property or any claim that any lien based on the performance of such
labor or the furnishing of any such materials or other property is prior to the lien and security
interest of this Deed of Trust.
All contractors, subcontractors, vendors and other persons dealing
with the Property, or with any persons interested therein, are hereby advised to take notice of the
provisions of this Section.
SECTION 1.16
Indemnification. The Trustor will protect, indemnify, save harmless and
defend the Trustee and the Beneficiary, the Secured Parties and each of their respective officers,
directors, shareholders, employees, representatives and agents (collectively, the “Indemnified
Parties” and individually, an “Indemnified Party”), from and against any and all liabilities,
obligations, claims, damages, penalties, causes of action, costs and expenses (including, without
limitation, reasonable attorneys’ fees and expenses) imposed upon or incurred by or asserted
against any Indemnified Party by reason of (a) ownership of an interest in this Deed of Trust, the
Indenture, the Notes or any of the Collateral Documents, (b) any accident, injury to or death of
persons or loss of or damage to or loss of the use of property occurring on or about the Property
or any part thereof or the adjoining sidewalks, curbs, vaults and vault spaces, if any, streets,
alleys or ways, (c) any use, non-use or condition of the Trust Premises or any part thereof or the
sidewalks, curbs, vaults and vault spaces, if any, streets, alleys or ways adjoining the Property,
(d) any failure on the part of the Trustor to perform or comply with any of the terms of this Deed
of Trust, the Indenture, the Notes or any of the other Collateral Documents, (e) performance of any
labor or services or the furnishing of any materials or other property in respect of the Trust
Premises or any part thereof made or suffered to be made by or on behalf of the Trustor, (f) any
negligence or tortious act on the part of Trustor or any of its agents, contractors, lessees,
licensees or invitees, (g) any work in connection with any alterations,
10
changes, new construction or demolition of or additions to the Trust Premises, or (h)(i) any
Hazardous Material on, in, under or affecting all or any portion of the Property, the groundwater,
or any surrounding areas, (ii) any misrepresentation, inaccuracy or breach of any warranty,
covenant or agreement contained or referred to in Sections 1.20 and 1.21, (iii) any
violation or claim of violation by the Trustor of any Environmental Laws, or (iv) the imposition of
any lien for damages caused by or the recovery of any costs for the cleanup, release or threatened
release of any Hazardous Material, except to the extent that any of the matters described in
subsections (a)-(h) arise out of the gross negligence, unlawful acts or willful misconduct of any
Indemnified Party. THE TRUSTEE SHALL NOT BE LIABLE FOR ANY ACT OR OMISSION OR ERROR OF JUDGMENT IN
CONNECTION WITH THIS DEED OF TRUST, IT BEING THE INTENT OF THE PARTIES HERETO THAT THE TRUSTEE
SHALL NOT BE LIABLE FOR THE TRUSTEE’S SOLE OR CONTRIBUTORY NEGLIGENCE. If any action or proceeding
be commenced, to which action or proceeding any Indemnified Party is made a party by reason of the
execution of this Deed of Trust, the Indenture, the Notes, or any of the other Collateral
Documents, or in which it becomes necessary to defend or uphold the lien of this Deed of Trust, all
sums paid by the Indemnified Parties, for the expense of any litigation to prosecute or defend the
rights and lien created hereby or otherwise, shall be paid by the Trustor to such Indemnified
Parties, as the case may be, as hereinafter provided. The Trustor will pay and save the
Indemnified Parties harmless against any and all liability with respect to any intangible personal
property tax or similar imposition of the State or any subdivision or authority thereof now or
hereafter in effect, to the extent that the same may be payable by the Indemnified Parties in
respect of this Deed of Trust, the Indenture, the Notes or any other Secured Obligation. All
amounts payable to the Indemnified Parties under this Section 1.16 shall be deemed
indebtedness secured by this Deed of Trust and any such amounts which are not paid within ten (10)
days after written demand therefor by any Indemnified Party shall bear interest at the rate
provided for in the Indenture and the Notes from the date of such demand. In case any action, suit
or proceeding is brought against any Indemnified Party by reason of any such occurrence, the
Trustor, upon request of such Indemnified Party, will, at the Trustor’s expense, resist and defend
such action, suit or proceeding or cause the same to be resisted or defended by counsel designated
by the Trustor and approved by such Indemnified Party. The obligations of the Trustor under this
Section 1.16 shall survive any discharge or reconveyance of this Deed of Trust and payment
in full of the Secured Obligations.
SECTION 1.17
No Credit for Payment of Taxes. The Trustor shall not be entitled to any
credit against the Secured Obligations by reason of the payment of any tax on the Trust Premises or
any part thereof or by reason of the payment of any other Imposition, and shall not apply for or
claim any deduction from the taxable value of the Trust Premises or any part thereof by reason of
this Deed of Trust.
SECTION 1.18
No Transfer of the Trust Premises. Except as is provided in the
Indenture, the Notes or the Collateral Documents, and except for the Permitted Encumbrances, the
Trustor shall not, without the prior written consent of the Beneficiary, which consent shall not be
unreasonably withheld, conditioned or delayed, (i) sell, convey, assign or otherwise transfer the
Trust Premises or any portion of the Trustor’s interest therein or (ii) further encumber the Trust
Premises or permit the Trust Premises to become encumbered by any lien,
11
claim, security interest or other indebtedness of any kind or nature other than the Permitted
Encumbrances.
SECTION 1.19
Security Agreement. With respect to the items of personal property and
fixtures referred to and described in the Granting Clause of this Deed of Trust and included as
part of the Trust Premises, this Deed of Trust is hereby made and declared to be a security
agreement encumbering each and every item of such personal property and fixtures included as part
of the Trust Premises now or hereafter owned by Trustor, in compliance with the provisions of the
Uniform Commercial Code as enacted in the State. In this respect (and notwithstanding the
conveyance to the Trustee rather than directly to the Beneficiary as provided in this Deed of
Trust), Trustor, as “Debtor”, expressly grants to Beneficiary, as “Secured Party”, a security
interest in and to all of the property now or hereafter owned by Trustor which constitutes the
personal property and fixtures included as part of the Trust Premises hereinabove referred to and
described in this Deed of Trust, including all extensions, accessions, additions, improvements,
betterments, renewals, replacements and substitutions thereof or thereto, and all proceeds from the
sale or other disposition thereof. Trustor agrees that Beneficiary may file this Deed of Trust, or
a reproduction thereof, in the real estate records or other appropriate index, as, and this Deed of
Trust shall be deemed to be, a financing statement filed as a fixture filing in accordance with the
laws of the State. Any reproduction of this Deed of Trust or of any other security agreement or
financing statement executed by Trustor shall be sufficient as a financing statement. In addition,
Trustor agrees to execute and deliver to Beneficiary, upon Beneficiary’s request, financing
statements, as well as extensions, renewals, and amendments thereof, and reproductions of this Deed
of Trust, in such form as Beneficiary may reasonably require to perfect a security interest with
respect to said items. Trustor shall pay all costs of filing such financing statements and any
extensions, renewals, amendments and releases thereof, and shall pay all reasonable costs and
expenses of any record searches for financing statements Beneficiary may reasonably require.
Except as is provided in the Indenture, the Notes or the Collateral Documents, and except for the
Permitted Encumbrances, without the prior written consent of Beneficiary, Trustor shall not create
or suffer to be created pursuant to the Uniform Commercial Code any other security interest in the
above-described personal property and fixtures, including any replacements and additions thereto.
Upon the occurrence and during the continuance of an Event of Default under this Deed of Trust, the
Beneficiary shall have and shall be entitled to exercise any and all of the rights and remedies (i)
as prescribed in this Deed of Trust, or (ii) as prescribed by general law, or (iii) as prescribed
by the specific statutory provisions now or hereafter enacted and specified in said Uniform
Commercial Code, all at Beneficiary’s sole election. Trustor warrants that Trustor’s correct name,
identity, state of incorporation and address are as set forth herein. Trustor agrees that it shall
provide Trustee and Beneficiary with thirty (30) days prior written notice of any change in
Trustor’s name, identity, state of incorporation or address. The mailing address of the
Beneficiary from which information may be obtained concerning the security interest created herein
is also set forth herein. This information hereof is provided in order that this Deed of Trust
shall comply with the requirements of the Uniform Commercial Code as enacted in the State for
instruments to be filed as financing statements. In accordance with the laws of the State, this
Deed of Trust shall remain effective as a fixture filing until this Deed of Trust is released or
satisfied of record or its effectiveness otherwise terminates as to
the Trust Premises.
12
SECTION 1.20
Representations and Warranties. In order to induce the Beneficiary to
enter into this Deed of Trust, the Indenture and the other Collateral Documents, the Trustor agrees
that all of the representations and warranties of Trustor set forth in the Indenture are
incorporated into this Deed of Trust by reference as if fully set forth herein.
SECTION 1.21
Trustor’s Covenants. In order to induce the Beneficiary to accept this
Deed of Trust and enter into the Indenture and the other Collateral Documents, the Trustor agrees
that all of the covenants of Trustor set forth in the Indenture are incorporated in this Deed of
Trust by reference as if fully set forth herein.
SECTION 1.22
Attornment. Beneficiary, by its acceptance of this Deed of Trust, hereby
acknowledges and agrees that the liens granted herein are or will be subject to the rights of
certain lessees under: (i) certain Leases in existence on the date hereof; (ii) Leases entered into
by Trustor after the date hereof provided that Trustor obtains the written consent of Beneficiary
prior to entering into such Leases; and (iii) Leases entered into by Trustor after the date hereof
without the consent of Beneficiary provided that such Lease is a Permitted Lien (each of the Leases
described in clauses (i) (ii) and (iii), a “Permitted Lease”). The rights of the tenants under the
Permitted Leases shall not be adversely affected by the exercise by Beneficiary of any of its
rights hereunder, nor shall any such tenant be in any way deprived of its rights under the
applicable Permitted Lease except in accordance with the terms of such lease. In the event that
Beneficiary succeeds to the interest of Trustor under a Permitted Lease, such Permitted Lease shall
not be terminated or affected thereby except as set forth therein, and any sale of the applicable
leased premises by Beneficiary or pursuant to the judgment of any court in an action to enforce the
remedies provided for in this Deed of Trust shall be made subject to such Permitted Lease and the
rights of such tenant expressly set forth thereunder. If Beneficiary succeeds to the interests of
Trustor in and to the applicable leased premises or under such Permitted Lease or enters into
possession of such leased premises, the Beneficiary, and such tenants, shall be bound to each other
under all of the express terms, covenants and conditions of such Permitted Lease, as if the
Beneficiary was originally the Trustor as lessor thereunder, provided, however, that Beneficiary or
its successors and assigns, shall not be (i) subject to any credits, offsets, defenses or claims
which such tenant might have against Trustor; (ii) liable for any act or omission of Trustor or for
any indemnity, of whatever nature, by Trustor pursuant to any provision contained in such Permitted
Lease with respect to any event occurring prior to the date that Beneficiary or its successor or
assign shall acquire the leased premises; (iii) bound by any covenant to undertake or complete any
construction in connection with the leased premises or to pay any sums in connection therewith; or
(iv) required to account for any security deposit other than any security deposit actually
delivered to Beneficiary or its successor or assign.
SECTION 1.23
Inspections. Trustor will permit the Trustee or the Beneficiary, or the
agents of either of them, to enter upon the Property and all parts thereof, for the purpose of
investigating and inspecting the condition and operation thereof and of the other Trust Premises.
If an Event of Default has occurred and is continuing, then such investigation and inspection shall
be performed at the cost and expense of Trustor.
13
ARTICLE II
INSURANCE; DAMAGE, DESTRUCTION OR TAKING, ETC.
SECTION 2.1 Insurance.
SECTION 2.1.1 Risks to be Insured. The Trustor will, at its expense, maintain or cause
to be maintained: (a) insurance with respect to the Improvements against loss or damage by fire,
lightning and such other risks as are included in standard “all-risk” policies, in amounts
sufficient to prevent the Trustor and the Beneficiary from becoming a co-insurer of any partial
loss under the applicable policies, but in any event in amounts not less than the then full
insurable value (accrual replacement value) of the Improvements (subject to commercially reasonable
deductibles), as determined by the Trustor in accordance with generally accepted insurance
practice, (b) comprehensive public liability, including bodily injury and product liability and
property damage, insurance, with personal injury endorsements, applicable to the Trust Premises in
such amounts as are customarily carried by Persons operating similar properties in the same general
locality, but in any event with a combined single limit of not less than Twenty Million Dollars
($20,000,000) per occurrence, (c) explosion insurance in respect of any steam and pressure boilers
and similar properties in the same general locality, but in any event in an amount not less than
Twenty Million Dollars ($20,000,000), (d) business interruption insurance (including added expense
coverage against all insurable perils for a period of not fewer than twelve (12) months (subject to
a reasonable aggregate deductible), (e) worker’s compensation insurance to the full extent required
by applicable law for all employees of the Trustor engaged in any work on or about the Property,
(f) employer’s liability insurance with a limit of not less than Ten Million Dollars ($10,000,000)
for each occurrence, and (g) all-risk, builders’ risk insurance with respect to the Property during
any period during which there is any construction work being performed, against loss or damage by
fire or other risks, including vandalism, malicious mischief and sprinkler leakage, as are included
in so-called “extended coverage” clauses at the time available and (h) such other insurance with
respect to the Property in such amounts and against such insurable hazards as the Beneficiary from
time to time my reasonably require by written notice to the Trustor and is then being required by
lenders of facilities similar to the Trust Premises, which facilities are located in a similar
geographic area to the Trust Premises. Notwithstanding the foregoing, to the extent any insurance
required herein is no longer available Trustor shall not be in default of its obligations hereunder
if it fails to obtain such unavailable insurance. In addition, to the extent it becomes
commercially unreasonable to maintain any such insurance (which shall be true if such insurance is
not being renewed or obtained by substantially all owners of facilities similar to the Trust
Premises which are located in a similar geographic area to the Trust Premises), then Trustor shall
not be required to maintain such insurance until the time such insurance is available on
commercially reasonable terms
SECTION 2.1.2 Policy Provisions. All insurance maintained by the Trustor pursuant to
Section 2.1.1 shall: (a) be provided by insurers that are approved and licensed to conduct business
or authorized to write insurance in the State of Texas with a minimum Best rating of “A-VIII”
(provided that, with respect to the insurance maintained by Trustor on the date hereof, Trustor may
maintain or renew such insurance with its current insurers if the Financial
14
Size Category (“FSC”) of such insurer is no lower than the lower of VIII or such insurers FSC
on the date hereof); (b) (except for worker’s compensation insurance) list the Beneficiary, as an
additional insured as its interest may appear; (c) include effective waivers by the insurer of all
rights of subrogation against any named insured, the indebtedness secured by this Deed of Trust and
the Trust Premises and all claims for insurance premiums against the Beneficiary; (d) (except for
worker’s compensation and public liability insurance) provide that any losses shall be payable
notwithstanding (i) any act, failure to act or negligence of or violation of warranties,
declarations or conditions contained in such policy by any named insured, (ii) the occupation or
use of the Trust Premises for purposes more hazardous than permitted by the terms thereof, (iii)
any foreclosure or other action or proceeding taken by the Beneficiary pursuant to any provision of
this Deed of Trust, or (iv) any change in title or ownership of the Trust Premises; (e) endeavor to
provide to Beneficiary at least thirty (30) days prior written notice of cancellation, reduction in
amount or material change in coverage thereof or any portion thereof, (f) provide that any notice
under such policies shall be simultaneously delivered to the Beneficiary. Any insurance maintained
pursuant to this Section 2.1 may be evidenced by blanket insurance policies covering the Property
and other properties or assets of the Trustor, provided that any such policy shall specify the
portion, if less than all, of the total coverage of such policy that is allocated to the Trust
Premises and shall in all other respects comply with the requirements of this Section 2.1.
SECTION 2.1.3 Delivery of Certificates, etc. The Trustor will deliver to the
Beneficiary, promptly upon request, (a) certificates of all policies evidencing all insurance
required to be maintained under Section 2.1.1 (or, in the case of blanket policies, certificates
thereof by the insurers together with a counterpart of each blanket policy), and (b) evidence as to
the payment of all premiums due thereon (with respect to public liability insurance policies, all
installments for the current year due thereon to such date), provided that the Beneficiary shall
not be deemed by reason of its custody of such certificates to have knowledge of the contents
thereof or of the applicable policies. If Trustor fails to obtain insurance in accordance herewith,
Beneficiary may do so (but shall not be obligated to do so) and without limiting any of
Beneficiary’s other remedies exercise its rights under Section 3.14.
SECTION 2.1.4 Separate Insurance. The Trustor will not take out separate insurance
concurrent in form or contributing in the event of loss with that required to be maintained
pursuant to this Section 2.1 unless such additional insurance will not affect Beneficiary’s rights
with respect to the insurance maintained pursuant to this Section 2.1.
SECTION 2.2 Damage, Destruction or Taking; Trustor to Give Notice; In case of:
(a) any material damage to or destruction of the Trust Premises or any material part thereof;
or
(b) any taking, whether for permanent or temporary use, of all or any material part of the
Trust Premises or any material interest therein or material right accruing thereto, as the result
of the exercise of the right of condemnation or eminent domain (a “Taking”), or the commencement of
any proceedings or negotiations which may result in a Taking,
15
the Trustor will promptly give written notice thereof to the Beneficiary, generally describing the
nature and extent of such damage or destruction and the Trustor’s best estimate of the cost of
restoring the Trust Premises, or the nature of such proceedings or negotiations and the nature and
extent of the Taking which might result therefrom, as the case may be. Any Net Loss Proceeds from
an Event of Loss shall be applied in accordance with Section 4.17 of the Indenture.
ARTICLE III
SECTION 3.1
Event of Default; Acceleration. If an Event of Default shall have
occurred and be continuing, then and in any such event the Beneficiary may at any time thereafter
(unless all Events of Default shall theretofore have been remedied and all costs and expenses
including, without limitation, attorneys’ fees and expenses, incurred by or on behalf of the
Beneficiary of which Trustor has notice shall have been paid in full by the Trustor) declare, by
written notice to the Trustor, the Notes and all other Secured Obligations to be due and payable
immediately or on a date specified in such notice, and on such date the same shall be and become
due and payable, together with interest accrued thereon, without presentment, demand, protest or
notice, all of which the Trustor hereby waives. The Trustor will pay on demand all reasonable
costs and expenses, including, without limitation, reasonable attorneys’ fees and expenses,
incurred by or on behalf of the Beneficiary in enforcing this Deed of Trust, the Indenture, the
Notes, or the Collateral Documents that are occasioned by any default hereunder.
SECTION 3.2
Legal Proceedings; Judicial Foreclosure. If an Event of Default shall
have occurred and be continuing, the Beneficiary at any time may, at its election, proceed at law
or in equity or otherwise to enforce the payment and performance of the Secured Obligations in
accordance with the terms hereof and thereof and to foreclose the lien of this Deed of Trust as
against all or any part of the Trust Premises and to have the same sold under the judgment or
decree of a court of competent jurisdiction. The Beneficiary shall be entitled to recover in such
proceedings all costs incident thereto, including reasonable attorneys’ fees and expenses in such
amounts as may be fixed by any court.
SECTION 3.3
Power of Sale. If an Event of Default shall have occurred and be
continuing, the Beneficiary may direct the Trustee to sell or offer for sale the Trust Premises in
such portions, order and parcels as the Beneficiary may determine, with or without having first
taken possession of the same, to the highest bidder for cash at public auction. Such sale shall be
made at the courthouse of the county wherein the Land (or any of that portion thereof to be sold)
is situated (whether the parts or parcels thereof, if any, in different counties are contiguous or
not, and without the necessity of having any personal property hereby mortgaged present at such
sale) on the first Tuesday of any month between the hours of 10:00 a.m. and 4:00 p.m. after posting
a written or printed notice or notices of the place, the earliest time at which the sale will begin
and terms of the sale of the Trust Premises for twenty-one (21) days prior to the date of the sale
at the courthouse door of the county in which the sale is to be made and at the courthouse door of
any other county in which a portion of the Trust Premises may be situated and filing a copy of such
notice(s) in the office of the county clerk in each of such counties, and by serving written notice
of the proposed sale at least twenty-one (21) days preceding the date of sale by
16
certified mail on each debtor obligated to pay the Secured Obligations according to the
records of the Beneficiary. Service of such notice shall be completed upon deposit of the notice,
enclosed in a postpaid wrapper, properly stamped and addressed to such debtor at the most recent
address as shown by the records of the Beneficiary, in a post office or official depository under
the care and custody of the United States. It is agreed that the posting and transmittal of
notices may be performed by the Trustee, Beneficiary, or by any person acting for them. In lieu
of the foregoing, the sale may be accomplished by following the procedures permitted or required by
Section 51.002 of the Texas Property Code, as same may be amended from time to time, relating to
the sale of real estate and/or by the Texas Uniform Commercial Code-Secured Transactions (same
being Chapter 9 of the Texas Business and Commerce Code) relating to the sale of personal property
collateral after default by a debtor (as said Section and Chapter may now exist or may hereafter be
amended or succeeded), or by any other present or subsequent articles or enactments relating to the
same. Nothing contained in this Section shall be construed to limit in any way the Trustee’s
rights to sell the Trust Premises by private sale if, and to the extent, that such private sale is
permitted under the laws of the State or by public or private sale after entry of judgment by any
court of competent jurisdiction ordering the same. At any such sale (i) whether made under power
herein contained, Section 51.002 of the Texas Property Code, the Texas Uniform Commercial Code-
Secured Transactions, any other legal requirement or by virtue of any judicial procedure or any
other legal right, remedy or recourse, it shall not be necessary for the Trustee to have physically
present, or to have constructive possession of, the Trust Premises (Trustor hereby covenanting and
agreeing to deliver to the Trustee any portion of the Trust Premises not actually or constructively
possessed by the Trustee immediately upon demand by the Trustee), and the title to and right of
possession of any such property shall pass to the purchaser thereof as completely as if the same
had been actually present and delivered to purchaser at such sale, (ii) each instrument of
conveyance executed by the Trustee shall contain a special warranty of title, binding upon Trustor,
(iii) each and every recital contained in any instrument of conveyance made by the Trustee shall
conclusively establish the truth and accuracy of the matters recited therein, including, without
limitation, nonpayment of the Secured Obligations, advertisement and conduct of such sale in the
manner provided herein and otherwise by law and appointment of any successor to the Trustee
hereunder, (iv) any and all prerequisites to the validity thereof shall be conclusively presumed to
have been performed, (v) the receipt of the Trustee or of such other party or officer making the
sale shall be a sufficient discharge to the purchaser or purchasers for his or their purchase money
and no such purchaser or purchasers, or his or their assigns or personal representatives, shall
thereafter be obligated to see to the application of such purchase money or be in any way
answerable for any loss, misapplication or nonapplication thereof, (vi) to the fullest extent
permitted by law, Trustor shall be completely and irrevocably divested of all of its right, title,
interest, claim and demand whatsoever, either at law or in equity, in and to the property sold and
such sale shall be a perpetual bar, both at law and in equity, against Trustor, and against any and
all other persons claiming or to claim the property sold or any part thereof, by, through or under
Trustor, and (vii) to the extent and under such circumstances as are permitted by law, Beneficiary
may be a purchaser at any such sale. The Trust Premises may be sold in one or more parcels and in
such manner and order as Trustee and Beneficiary, in their sole discretion, may elect, it being
expressly understood and agreed that the right of sale arising out of any Event of Default shall
not be exhausted by any one or more sales but other and successive sales may be made until all of
the Trust Premises have been sold or until the Secured Obligations have been fully satisfied. The
Trustee may postpone the sale of
17
all or any portion of such Trust Premises by public announcement at the time and place of such
sale, and from time to time thereafter may further postpone such sale by public announcement made
at the time of sale fixed by the preceding postponement. In case Beneficiary shall have proceeded
to invoke any right, remedy or recourse permitted under this Deed of Trust and shall thereafter
elect to discontinue or abandon the same for any reason, Beneficiary shall have the unqualified
right so to do and, in such event, Trustor and Beneficiary shall be restored to their former
positions with respect to the Secured Obligations, the Trust Premises and otherwise, and the
rights, remedies, recourses and powers of Beneficiary shall continue as if same had never been
invoked.
SECTION 3.4
Uniform Commercial Code Remedies. If an Event of Default shall have
occurred and be continuing, the Beneficiary may exercise from time to time and at any time any
rights and remedies available to it under applicable law upon default in the payment of
indebtedness, including, without limitation, any right or remedy available to it as a secured party
under the Uniform Commercial Code of the State. The Trustor shall, promptly upon request by the
Beneficiary, assemble the Trust Premises, or any portion thereof generally described in such
request, and make it available to the Beneficiary at such place or places designated by the
Beneficiary and reasonably convenient to the Beneficiary and the Trustor. If the Beneficiary
elects to proceed under the Uniform Commercial Code of the State to dispose of portions of the
Trust Premises, the Beneficiary, at its option, may give the Trustor notice of the time and place
of any public sale of any such property, or of the date after which any private sale or other
disposition thereof is to be made, by sending notice by registered or certified first class mail,
postage prepaid, to the Trustor at least ten (10) days before the time of the sale or other
disposition. If any notice of any proposed sale, assignment or transfer by the Beneficiary of any
portion of the Trust Premises or any interest therein is required by law, the Trustor conclusively
agrees that ten (10) days notice to the Trustor of the date, time and place (and, in the case of a
private sale, the terms) thereof is reasonable.
SECTION 3.5
Beneficiary Authorized to Execute Deeds, etc. The Trustor irrevocably
appoints the Trustee and the Beneficiary (which appointment is coupled with an interest) the true
and lawful attorney-in-fact of the Trustor, in its name and stead and on its behalf, for the
purpose of effectuating any sale, assignment, transfer or delivery for the enforcement hereof,
whether pursuant to power of sale, foreclosure or otherwise, to execute and deliver all such deeds,
bills of sale, assignments, releases and other instruments as may be designated in any such
request; provided, however, Trustee and Beneficiary are permitted to take such actions only upon
and during the continuation of an Event of Default or when otherwise permitted under the Indenture
or any Collateral Document.
SECTION 3.6
Purchase of Trust Premises by Beneficiary. The Beneficiary may be a
purchaser of the Trust Premises or of any part thereof or of any interest therein at any sale
thereof, whether pursuant to power of sale, foreclosure or otherwise, and the Beneficiary may apply
upon the purchase price thereof the indebtedness secured hereby owing to the Beneficiary. Such
purchaser shall, upon any such purchase, acquire good title to the properties so purchased, free of
the security interest and lien of this Deed of Trust and free of all rights of redemption in the
Trustor.
18
SECTION 3.7
Receipt a Sufficient Discharge to Purchaser. Upon any sale of the Trust
Premises or any part thereof or any interest therein, whether pursuant to power of sale,
foreclosure or otherwise, the receipt of the Trustee or the officer making the sale under judicial
proceedings shall be a sufficient discharge to the purchaser for the purchase money, and such
purchaser shall not be obliged to see to the application thereof.
SECTION 3.8
Waiver of Appraisement Valuation, etc. The Trustor hereby waives, to the
fullest extent it may lawfully do so, the benefit of appraisement, valuation, stay, extension and
redemption laws now or hereafter in force and all rights of marshaling in the event of any sale of
the Trust Premises or any part thereof or any interest therein.
SECTION 3.9
Sale a Bar Against Trustor. Any lawfully conducted sale of the Trust
Premises or any part thereof or any interest therein under or by virtue of this Deed of Trust,
whether pursuant to power of sale, foreclosure or otherwise, shall forever be a bar against the
Trustor.
SECTION 3.10
Secured Obligations to Become Due on Sale. Except as otherwise provided
in the Indenture or herein, upon any sale of the Trust Premises or any portion thereof or interest
therein by virtue of the exercise of any remedy by the Beneficiary, or the Trustee on behalf of the
Beneficiary, under or by virtue of this Deed of Trust, whether pursuant to power of sale,
foreclosure or otherwise in accordance with this Deed of Trust or by virtue of any other remedy
available at law or in equity or by statute or otherwise, at the option of the Beneficiary, any
sums or monies due and payable pursuant to the Indenture or Collateral Documents and in connection
with the Secured Obligations shall, if not previously declared due and payable, immediately become
due and payable, together with interest accrued thereon, and all other indebtedness which this Deed
of Trust by its terms secures.
SECTION 3.11
Application of Proceeds of Sale and Other Moneys. Except as otherwise
provided in the Indenture or in this Deed of Trust, the proceeds of any sale of the Trust Premises
or any part thereof or any interest therein under or by virtue of this Deed of Trust, whether
pursuant to power of sale, foreclosure or otherwise, and all other moneys at any time held by the
Beneficiary as part of the Trust Premises, shall be applied in accordance with Section 6.10 of the
Indenture.
SECTION 3.12
Appointment of Receiver. If an Event of Default shall have occurred and
be continuing, the Beneficiary shall, as a matter of right, be entitled to seek a court order for
the appointment of a receiver for all or any part of the Trust Premises, whether such receivership
be incidental to a proposed sale of the Trust Premises or otherwise, and the Trustor hereby
consents to the appointment of such a receiver and will not oppose any such appointment.
SECTION 3.13
Possession, Management and Income. If an Event of Default shall have
occurred and be continuing, in addition to, and not in limitation of, the rights and remedies
provided in Section 1.14, the Trustee and the Beneficiary, upon five (5) days written notice to the
Trustor, may enter upon and take possession of the Trust Premises or any part thereof by force,
summary proceeding, ejectment or otherwise and may remove the Trustor and all other Persons and any
and all property therefrom and may hold, operate, maintain, repair, preserve and manage the same
and receive all earnings, income, Rents, issues and Proceeds
19
accruing with respect thereto or any part thereof. The Trustee and the Beneficiary shall be
under no liability for or by reason of any such taking of possession, entry, removal or holding,
operation or management, except that any amounts so received by the Trustee and the Beneficiary
shall be applied to pay all costs and expenses of so entering upon, taking possession of, holding,
operating, maintaining, repairing, preserving and managing the Trust Premises or any part hereof,
and any Impositions or other charges prior to the lien and security interest of this Deed of Trust
which the Trustee and the Beneficiary may consider it necessary or desirable to pay, and any
balance of such amounts shall be applied as provided in Section 3.11.
SECTION 3.14
Right of Beneficiary to Perform Trustor’s Covenants, etc. If the Trustor
shall fail to make any payment or perform any act required to be made or performed hereunder or
under the Indenture or the Notes, the Beneficiary, without notice to or demand upon the Trustor and
without waiving or releasing any obligation or Event of Default, may (but shall be under no
obligation) at any time thereafter make such payment or perform such act for the account and at the
expense of the Trustor, and may enter upon the Trust Premises for such purpose and take all such
action thereon as, in the Beneficiary’s opinion, may be necessary or appropriate therefor. No such
entry and no such action shall be deemed an eviction of any lessee of the Property or any part
thereof. All sums so paid by the Beneficiary and all costs and expenses (including, without
limitation, reasonable attorneys’ fees and expenses) so incurred, together with interest thereon at
the rate provided in the Indenture from the date of payment or incurring, shall constitute
additional indebtedness under the Collateral Documents and shall be paid by the Trustor to the
Trustee or the Beneficiary, as the case may be, on demand.
SECTION 3.15
Subrogation. To the extent that the Beneficiary, on or after the date
hereof, pays any sum due under any provision of any Legal Requirement or any instrument creating
any lien prior or superior to the lien of this Deed of Trust, or the Trustor or any other Person
pays any such sum with the proceeds of the Notes, the Beneficiary shall have and be entitled to a
lien on the Trust Premises equal in priority to the lien discharged, and the Beneficiary shall be
subrogated to, and receive and enjoy all rights and liens possessed, held or enjoyed by, the holder
of such lien, which shall remain in existence and benefit the Beneficiary in securing the Secured
Obligations.
SECTION 3.16
Remedies, etc., Cumulative. Each right, power and remedy of the
Beneficiary provided for in this Deed of Trust, the Indenture and in the Notes or now or hereafter
existing at law or in equity or by statute or otherwise shall be cumulative and concurrent and
shall be in addition to every other right, power or remedy provided for in this Deed of Trust, the
Indenture, the Notes or the other Collateral Documents or now or hereafter existing at law or in
equity or by statute or otherwise, and the exercise or beginning of the exercise by the Beneficiary
or the Trustee of any one or more of the rights, powers or remedies provided for in this Deed of
Trust, the Indenture, the Notes, or the other Collateral Documents or now or hereafter existing at
law or in equity or by statute or otherwise shall not preclude the simultaneous or later exercise
by the Beneficiary or the Trustee of any or all such other rights, powers or remedies.
20
thereof does not violate any applicable provisions of law and are intended to be limited to
the extent necessary so that they will not render this Deed of Trust invalid, unenforceable or not
entitled to be recorded, registered or filed under the provisions of any applicable law. If any
term of this Deed of Trust or any application thereof shall be invalid or unenforceable, the
remainder of this Deed of Trust and any other application of such term shall not be affected
thereby.
SECTION 3.18
No Waiver, etc. No failure by the Trustee or the Beneficiary to insist
upon the strict performance of any term hereof or of the Indenture, the Notes, or the other
Collateral Documents or to exercise any right, power or remedy consequent upon a breach hereof or
thereof, shall constitute a waiver of any such term or of any such breach. No waiver of any breach
shall affect or alter this Deed of Trust, which shall continue in full force and effect with
respect to any other then existing or subsequent breach. By accepting payment or performance of
any amount or other Secured Obligations secured hereby before or after its due date, neither the
Trustee nor the Beneficiary shall be deemed to have waived its right either to require prompt
payment or performance when due of all other amounts and Secured Obligations payable or performance
due hereunder or to declare a default for failure to effect such prompt payment or performance.
SECTION 3.19
Compromise of Actions, etc. Any action, suit or proceeding brought by
the Beneficiary pursuant to any of the terms of this Deed of Trust, the Indenture, the Notes, or
the other Collateral Documents, or otherwise, and any claim made by the Beneficiary hereunder or
thereunder, may be compromised, withdrawn or otherwise dealt with by the Beneficiary without any
notice to or approval of the Trustor.
ARTICLE IV
SECTION 4.1 Terms Defined in this Deed of Trust. When used herein the following terms have
the following meanings:
“Beneficiary” shall have the meaning set forth in the preamble.
“Collateral Agent” is defined in the preamble.
“Collateral Documents” shall have the meaning set forth in the Indenture.
“Contracts” shall have the meaning set forth in clause (g) of the granting clause.
“Disposition” shall have the meaning set forth in the Intercreditor Agreement.
“Deed of Trust” shall have the meaning set forth in the preamble.
“Environmental Law” means any federal, state or local statute, regulation, ordinance or rule
which pertains to environmental matters.
21
“Event of Default” means any Event of Default under and as defined in the Indenture.
“First Lien Collateral Agent” means The CIT Group/Business Credit, Inc., as first lien
collateral agent under the Intercreditor Agreement or any successor thereto.
“Goods” shall have the meaning set forth in clause (c) of the granting clause.
“Hazardous Material” shall have the meaning specified in the Federal Comprehensive
Environmental Response, Compensation and Liability Act of 1980, as subsequently modified,
supplemented or amended (“CERCLA”), provided, in the event that CERCLA is amended so as to broaden
the meaning of any term defined thereby, such broader meaning shall apply subsequent to the
effective date of such amendment and, provided further, to the extent the laws of any jurisdiction
where the Trust Premises is located on the date hereof or on any subsequent date establish a
meaning for “hazardous material,” which is broader than that specified in either CERCLA, such
broader meaning shall apply.
“herein”, “hereof”, “hereto”, and “hereunder” and similar terms refer to this Deed of Trust
and not to any particular Section, paragraph or provision of this Deed of Trust.
“Highest Lawful Rate” shall have the meaning set forth in Section 5.16.
“Holders” means, collectively, the Holders of the Notes from time to time.
“Impositions” shall have the meaning set forth in Section 1.5.
“Improvements” shall have the meaning set forth in clause (b) of the granting clause.
“Indemnified Parties” shall have the meaning set forth in Section 1.16.
“Indenture” is defined in the second recital.
“Indenture Trustee” shall have the meaning set forth in the second recital.
“Insurance Requirements” shall have the meaning set forth in paragraph (a) of Section
1.6.
“Intercreditor Agreement” means the Intercreditor Agreement, dated as of the date hereof among
the Trustor, the subsidiaries of the Trustor party thereto, The CIT Group/Business Credit, Inc., as
first lien collateral agent, and the Indenture Trustee, as second lien collateral agent.
“Land” shall have the meaning set forth in the first recital.
“Leases” shall have the meaning set forth in clause (d) of the granting clause.
“Legal Requirements” shall have the meaning set forth in paragraph (b) of Section 1.6.
“Material Adverse Effect” means a material adverse effect on the Trust Premises taken as a
whole.
22
“Notes” is defined in the second recital.
“Permits” shall have the meaning set forth in clause (f) of the granting clause.
“Permitted Encumbrances” shall have the meaning set forth in Section 1.2.
“Person” means a corporation, an association, a partnership, an organization, a business, an
individual, a government or political subdivision thereof or a governmental agency or officer.
“Plans” shall have the meaning set forth in clause (e) of the granting clause.
“Post-Petition Interest” means interest accruing at the rate provided for in the documents
evidencing the Notes after the filing of a petition by or against the Trustor under any Bankruptcy
Law (as defined in the Indenture), whether or not allowed as a claim in any such proceeding.
“Proceeds” shall have the meaning set forth in clause (j) of the granting clause.
“Property” shall have the meaning set forth in clause (b) of the granting clause.
“Real Estate” shall have the meaning set forth in clause (a) of the granting clause.
“Rents” shall have the meaning set forth in clause (i) of the granting clause.
“Secured Obligations” means the Trustor’s Obligations under the Indenture, the Notes and each
other Indenture Document to which it is a party.
“Secured Parties” means the Collateral Agent, the Indenture Trustee and the Holders.
“Security Agreement” shall have the meaning set forth in the Indenture.
“State” means the State of Texas.
“State Uniform Commercial Code” means the Uniform Commercial Code of the State of Texas, in
effect and as amended from time to time.
“Trustee” shall have the meaning set forth in the preamble.
“Trustor” shall have the meaning set forth in the preamble.
“Trust Premises” shall have the meaning set forth in the granting clause.
SECTION 4.2
Use of Defined Terms. Terms for which meanings are provided in this Deed
of Trust shall, unless otherwise defined or the context requires, have such meanings when used in
any certificate and any opinion, notice or other communication delivered from time to time in
connection with this Deed of Trust or pursuant hereto.
23
SECTION 4.3
Indenture Definitions. Unless otherwise defined herein or the context
otherwise requires, terms used in this Deed of Trust, including its preamble and recitals, have the
meanings provided in the Indenture.
ARTICLE V
SECTION 5.1.1
Further Assurances. The Trustor, at its expenses, will execute,
acknowledge and deliver all such instruments and take all such other action as the Beneficiary from
time to time may reasonably request:
(a) to better subject to the lien and security interest of this Deed of Trust all or any
portion of the Trust Premises,
(b) to perfect, publish notice or protect the validity of the lien and security interest of
this Deed of Trust,
(c) to preserve and defend the title to the Trust Premises and the rights of the Beneficiary
therein against the claims of all Persons as long as this Deed of Trust shall remain undischarged,
(d) to better subject to the lien and security interest of this Deed of Trust or to maintain
or preserve the lien and security interest of this Deed of Trust with respect to any replacement or
substitution for any Trust Premises or any other after-acquired property except as provided in the
Indenture, or
(e) in order to further effectuate the purposes of this Deed of Trust and to carry out the
terms hereof and to better assure and confirm to the Beneficiary its rights, powers and remedies
hereunder.
SECTION 5.2
Financing Statements. Notwithstanding any other provision of this Deed of
Trust, the Trustor hereby agrees that, without notice to or the consent of the Trustor, the
Beneficiary may file with the appropriate public officials such financing statements, continuation
statements, amendments and similar documents as are or may become necessary to perfect, preserve or
protect the security interest granted by this Deed of Trust.
SECTION 5.3
Additional Security. Without notice to or consent of the Trustor, and
without impairment of the security interest and lien and rights created by this Deed of Trust, the
Trustee or the Beneficiary may accept from the Trustor or any other Person additional security for
the Secured Obligations. Neither the giving of this Deed of Trust nor the acceptance of any such
additional security shall prevent the Trustee or the Beneficiary from resorting, first, to such
additional security, or, first, to the security created by this Deed of Trust, or concurrently to
both, in any case without affecting the Trustee’s or the Beneficiary’s lien and rights under this
Deed of Trust.
24
SECTION 5.4.1
Defeasance. If the Secured Obligations and all other amounts owing
pursuant to the Indenture and the Collateral Documents and all other sums payable hereunder by the
Trustor shall be irrevocably repaid in full in accordance with the terms thereof and Trustor shall
have complied with all the terms, conditions and requirements hereof and of the Secured
Obligations, or otherwise as may be provided in the Indenture, then on such date, the Beneficiary
shall, upon the request of the Trustor and at the Trustor’s sole cost and expense, execute and
deliver such instruments, in form and substance reasonably satisfactory to the Beneficiary, as may
be necessary to effectively reconvey, release and discharge this Deed of Trust.
SECTION 5.4.2
Partial Release, etc. The Beneficiary may at any time and from time to
time, without liability therefor, and without prior notice to the Trustor, release or reconvey any
part of the Trust Premises, consent to the making of any map or plat of the Property, join in
granting any easement thereon or join in any extension agreement or agreement subordinating the
lien of this Deed of Trust.
SECTION 5.5
Notices, etc. All notices and other communications provided to any of the
parties hereto shall be in writing and addressed, delivered or transmitted to such party as set
forth in the Indenture.
SECTION 5.6
Waivers, Amendments, etc. The provisions of this Deed of Trust may be
amended, discharged or terminated and the observance or performance of any provision of this Deed
of Trust may be waived, either generally or in a particular instance and either retroactively or
prospectively, only by an instrument in writing executed by the Trustor and the Beneficiary.
SECTION 5.7
Cross-References. References in this Deed of Trust and in each instrument
executed pursuant hereto to any Section or Article are, unless otherwise specified, to such Section
or Article of this Deed of Trust or such instrument, as the case may be, and references in any
Section, Article or definition to any clause are, unless otherwise specified, to such clause of
such Section, Article or definition.
SECTION 5.8
Headings. The various headings of this Deed of Trust and of each
instrument executed pursuant hereto are inserted for convenience only and shall not affect the
meaning or interpretation of this Deed of Trust or such instrument or any provisions hereof or
thereof.
SECTION 5.9
Currency. Unless otherwise expressly stated, all references to any
currency or money, or any dollar amount, or amounts denominated in “Dollars” herein will be deemed
to refer to the lawful currency of the United States.
SECTION 5.10
Governing Law. THIS DEED OF TRUST SHALL BE DEEMED TO BE A CONTRACT MADE
UNDER AND GOVERNED BY THE LAWS OF THE STATE.
25
SECTION 5.11
Successors and Assigns, etc. This Deed of Trust shall be binding upon
and shall inure to the benefit of the parties hereto and their respective successors and assigns.
(a) The recitals in this Deed of Trust and in any supplement hereto which may hereafter be
executed by the Trustor and the Trustee shall be taken as the statements of the Trustor and shall
not be considered as made by, or imposing any obligation or liability upon, the Trustee.
(b) The Trustee may execute any of the trusts or powers hereof and perform any duty hereunder
either directly or through its agents or attorneys, and the Trustee shall not be responsible for
the acts of any agent or attorney appointed by it in good faith and without negligence.
(c) The Trustee may, at the expense of the Trustor, consult with legal counsel to be selected
by it, and the Trustee shall not be liable for any action taken, suffered or omitted to be taken by
it in good faith in accordance with the advice of counsel.
(d) The Trustor will pay to the Trustee from time to time, on demand, compensation for all
services rendered hereunder (which shall not be limited to the compensation of trustees of any
express trust as provided by law) and also all reasonable expenses, charges, counsel fees and other
disbursements and those of its agents and attorneys, made or incurred in the administration of the
trusts hereby created and any other duties hereby imposed. The Trustor agrees to indemnify and
save harmless the Trustee against and from any liability or damages which it may incur or sustain,
in good faith, in the exercise and performance of any of its powers and duties hereunder.
(e) The Trustee shall not be liable, in case of taking possession of the Trust Premises, for
debts contracted or liability or damages incurred in the management or operation of the Trust
Premises for the salaries of employees of the Trustor or for nonfulfillment of contracts by the
Trustor.
(f) The Trustee shall be protected in acting upon any notice, resolution, request, consent,
order, certificate, report, opinion, statement, obligation, appraisal or other document believed by
it to be genuine and to have been signed by the proper party or parties or by a person or persons
authorized to act on his or their behalf.
(g) The Trustee shall not be responsible for the validity or genuineness of any securities,
personal property, notes or deeds of trust at any time pledged and deposited hereunder.
26
SECTION 5.12.2
Duties and Responsibility of Trustee; In Case of Default; Prior to Default;
When Acting Under Direction of Beneficiary. If an Event of Default shall have occurred and
shall be continuing to the actual knowledge of the Trustee, or if the Trustee shall have received
notice thereof from the Beneficiary, the Trustee, only if so directed by the Beneficiary, shall
exercise such of the rights and powers vested in it by this Deed of Trust, and in so doing shall
use the same degree of care and skill in their exercise, as a prudent man would exercise or use
under the circumstances in the conduct of his own affairs. None of the provisions of this Deed of
Trust shall be construed as relieving the Trustee from liability for its own negligent action, own
negligent failure to act, or own willful misconduct, except that,
(a) so long as no Event of Default shall have occurred and be continuing,
(i) the Trustee shall not be liable except for the performance of such duties as are
specifically set forth in this Deed of Trust, and no implied covenants or obligations shall be read
into this Deed of Trust against the Trustee, whose duties and obligations shall be determined
solely by the express provisions of this Deed of Trust, and
(ii) in the absence of bad faith on the part of the Trustee, the Trustee may conclusively
rely, as to the truth of the statements and the correctness of opinions expressed therein, upon
certificates or opinions conforming to the requirements of this Deed of Trust;
(b) the Trustee shall not be liable for any error of judgment made in good faith by an officer
or officers of the Trustee, unless it shall be proved that the Trustee was negligent in
ascertaining the pertinent facts;
(c) the Trustee shall not be liable with respect to any action taken or omitted to be taken by
it in good faith in accordance with provisions of applicable law and the direction of the
Beneficiary, relating to the time, method, and place of conducting any proceeding for any remedy
available to the Trustee or exercising any trust or power conferred upon the Trustee under this
Deed of Trust;
(d) the Trustee shall not be liable for any error of judgment made in good faith by an officer
or officers of the Trustee, unless it shall be proved that the Trustee was negligent in
ascertaining the pertinent facts;
(e) if an Event of Default shall have occurred and shall be continuing, the Trustee shall not
exercise any of the powers granted to it hereunder unless and until specifically requested to do so
by the Beneficiary; and
(f) none of the provisions contained in this Deed of Trust shall require the Trustee to
advance or use its own funds or otherwise incur personal financial liability in the performance of
any of its duties or in the exercise of any of its rights or powers.
(a) The Trustee may resign and be discharged from the trusts hereby created by giving written
notice thereof to the Trustor and to the Beneficiary. Such resignation shall
27
become effective upon the appointment of its successor and such successor’s acceptance of such
appointment, provided that, if a successor Trustee has not been so appointed, or, if so appointed,
has not accepted the appointment within thirty (30) days after the date of such written notice of
resignation, the Trustee may apply to any court of competent jurisdiction for the appointment of a
successor Trustee.
(b) The Trustee may be removed at any time, in the Beneficiary’s sole discretion, by an
instrument or instruments signed by the Beneficiary and filed with the Trustor and the Trustee.
(c) The Beneficiary may appoint a successor Trustee at any time by filing for record in the
office of the Register of Deeds of the County in which the Property is located a substitution of
Trustee. From the time the substitution is filed for record, the successor Trustee shall succeed
to all of the powers, duties, authority and title of the Trustee without the necessity of any
conveyance from the Trustee originally herein named or any successor. Each such substitution shall
be executed and acknowledged, and notice thereof shall be given and proof thereof made in
accordance with applicable law. The Trustor agrees to accept and confirm any such successor
Trustee hereunder by executing and delivering a supplemental Deed of Trust and security agreement
or any other appropriate agreement.
SECTION 5.13
Waiver of Jury Trial; Submission to Jurisdiction. EACH OF THE TRUSTOR
AND THE BENEFICIARY HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVES ANY RIGHT IT MAY HAVE TO
A TRIAL BY JURY IN RESPECT OF ANY LITIGATION BASED HEREON OR ARISING OUT OF, UNDER OR IN CONNECTION
WITH THIS DEED OF TRUST, THE INDENTURE, THE SENIOR NOTES, THE COLLATERAL DOCUMENTS OR ANY OTHER
RELATED INSTRUMENT, OR ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER ORAL OR
WRITTEN), OR ACTIONS OF THE TRUSTOR OR THE BENEFICIARY. THIS PROVISION IS A MATERIAL INDUCEMENT
FOR THE BENEFICIARY AND THE HOLDERS TO ENTER INTO THE TRANSACTIONS PROVIDED FOR IN THE INDENTURE.
(b) FOR THE PURPOSE OF ANY ACTION OR PROCEEDING INVOLVING THIS DEED OF TRUST OR THE INDENTURE,
THE SENIOR NOTES, OR THE COLLATERAL DOCUMENTS, THE TRUSTOR, TRUSTEE AND BENEFICIARY HEREBY
EXPRESSLY AND IRREVOCABLY SUBMIT TO THE NON-EXCLUSIVE JURISDICTION OF ALL FEDERAL AND STATE COURTS
LOCATED IN THE STATE AND CONSENT THAT THEY MAY BE SERVED WITH ANY PROCESS OR PAPER BY REGISTERED
MAIL OR BY PERSONAL SERVICE WITHIN OR WITHOUT THE STATE IN ACCORDANCE WITH APPLICABLE LAW, PROVIDED
A REASONABLE TIME FOR APPEARANCE IS ALLOWED. THE TRUSTOR AND THE BENEFICIARY EACH EXPRESSLY
WAIVES, TO THE EXTENT IT MAY LAWFULLY DO SO, ANY OBJECTION, CLAIM OR DEFENSE WHICH IT MAY HAVE AT
ANY TIME TO THE LAYING OF VENUE OF ANY ACTION, SUIT OR PROCEEDING ARISING OUT OF THIS DEED OF TRUST
OR THE INDENTURE IN ANY SUCH COURT, IRREVOCABLY WAIVES ANY CLAIM THAT ANY SUCH SUIT, ACTION OR
PROCEEDING BROUGHT
28
IN ANY SUCH COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM AND FURTHER IRREVOCABLY WAIVES THE
RIGHT TO OBJECT, WITH RESPECT TO ANY SUCH CLAIM, SUIT, ACTION OR PROCEEDING BROUGHT IN ANY SUCH
COURT, THAT SUCH COURT DOES NOT HAVE JURISDICTION OVER THE PERSON OF THE TRUSTOR. NOTHING
CONTAINED HEREIN WILL BE DEEMED TO PRECLUDE EITHER OF THE TRUSTEE OR THE BENEFICIARY FROM BRINGING
AN ACTION AGAINST THE TRUSTOR IN ANY OTHER JURISDICTION.
SECTION 5.14
Severability; Conflicts. Any provision of this Deed of Trust, the
Indenture, the Notes, or any other Collateral Document which is prohibited or unenforceable in any
jurisdiction shall as to such provision and such jurisdiction, be ineffective to the extent of such
prohibition or unenforceability without invalidating the remaining provisions of this Deed of
Trust, the Indenture, the Notes, or other Collateral Documents or affecting the validity or
enforceability of such provision in any other jurisdiction. In the event of any conflict between
the terms of this Deed of Trust and the terms of the Indenture, the terms of the Indenture shall
control.
SECTION 5.15
Security Agreement. This Deed of Trust is a document executed pursuant
to the Indenture and, unless otherwise expressly indicated herein, shall be construed, administered
and applied in accordance with the terms and provisions thereof.
SECTION 5.16
Usury Savings Clause. In no event shall any provision of this
instrument, the Indenture, the Notes, or any other instrument evidencing or securing the Secured
Obligations ever obligate Trustor, to pay or allow Beneficiary to collect interest on the Notes or
any other Secured Obligations secured hereby at a rate greater than the maximum non-usurious rate
permitted by applicable law (herein referred to as the “Highest Lawful Rate”), or obligate Trustor
to pay any amounts that would be held or deemed to constitute interest under applicable law which,
when added to the interest payable on the Notes, would be held to constitute the payment by Trustor
of interest at a rate greater than the Highest Lawful Rate; and this provision shall control over
any provision to the contrary. To the extent the Highest Lawful Rate is determined by reference to
the laws of the State of Texas, same shall be determined by reference to the indicated rate ceiling
(as defined and described in Chapter 303 of the Texas Finance Code, as amended) at the applicable
time in effect.
Without limiting the generality of the foregoing, in the event the maturity of all or any part
of the principal amount of the Secured Obligations shall be accelerated for any reason, then such
principal amount so accelerated shall be credited with any interest theretofore paid thereon in
advance and remaining unearned at the time of such acceleration. If, pursuant to the terms of this
Deed of Trust or the Notes, any funds are applied to the payment of any part of the principal
amount of the Secured Obligations prior to the maturity thereof, then (a)(a) any interest which
would otherwise thereafter accrue on the principal amount so paid by such application shall be
canceled, and (b) the Secured Obligations remaining unpaid after such application shall be credited
with the amount of all interest, if any, theretofore collected on the principal amount so paid by
such application and remaining unearned at the date of said application; and if the funds so
applied shall be sufficient to pay in full all the Secured Obligations, then Beneficiary shall
refund to Trustor all interest theretofore paid thereon in advance and remaining unearned at the
29
time of such acceleration. Regardless of any other provision in this instrument, or in any of
the written evidences of the Secured Obligations, Trustor shall never be required to pay any
unearned interest on the Secured Obligations or any portion thereof, and shall never be required to
pay interest thereon at a rate in excess of the Highest Lawful Rate construed by courts having
competent jurisdiction thereof.
It is the intention of the Trustor and the Beneficiary to conform strictly to the usury laws
governing the Indenture and the Collateral Documents, and any interest payable under the Indenture
and the Collateral Documents executed pursuant to the Indenture shall be subject to reduction to
the amount not in excess of the maximum non-usurious amount allowed under such laws, as construed
by the courts having jurisdiction over such matters. In the event the maturity of the Secured
Obligations is accelerated by reason of any provision of the Indenture and the Collateral Documents
executed pursuant or by reason of an election by the Beneficiary resulting from an Event of
Default, then earned interest may never include more than the maximum amount permitted by law,
computed from the dates of each advance of loan proceeds under the Indenture until payment, and any
interest in excess of the maximum amount permitted by law shall be canceled automatically or, if
theretofore paid, at the option of the Beneficiary, shall be rebated to the Trustor, or shall be
credited on the principal amount of the Secured Obligations or, if all principal has been repaid,
then the excess shall be rebated to the Trustor. If any interest is canceled, credited against
principal or rebated to the Trustor in accordance with the foregoing sentence and, if thereafter
the interest payable hereunder is less than the maximum amount permitted by applicable law, the
rate hereunder shall automatically be increased to the maximum extent possible to permit repayment
to the Beneficiary and the Lenders as soon as possible of any interest in excess of the maximum
amount permitted by law which was earlier canceled, credit against principal or rebated to the
Trustor pursuant to the provisions of the foregoing sentence.
SECTION 5.17
Entire Agreement. THIS WRITTEN DEED OF TRUST, ASSIGNMENT OF LEASES AND
RENTS, SECURITY AGREEMENT AND FIXTURE FILING REPRESENTS THE FINAL AGREEMENT BETWEEN THE PARTIES AND
MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS OF THE
PARTIES.
SECTION 5.18
No Partnership. Nothing contained herein is intended or shall be
construed to create a partnership or joint venture among Trustor, Trustee and/or Beneficiary.
THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.
SECTION 5.19
Future Advances. This Deed of Trust is given to secure the Secured
Obligations and shall secure not only obligations with respect to presently existing indebtedness
under the Indenture and the Notes but also any and all other indebtedness which may hereafter be
owing to the Holders under the Indenture and Notes, including, without limitation, indebtedness
under any Additional Notes and Exchange Notes, however incurred, whether interest or otherwise, and
whether the same shall be deferred or accrued, including future advances pursuant to the Indenture
and Notes, whether such advances are obligatory or to be made at the option of the Holders, or
otherwise, to the same extent as if such future advances were made on the date of the execution of
this Deed of Trust. The lien of this Deed of Trust shall be valid as to all indebtedness secured
hereby, including future advances, from the time of
30
its filing for record in the recorder’s office of the county in which the Trust Property is
located. This Deed of Trust is intended to and shall be valid and have priority over all
subsequent liens and encumbrances.
[SIGNATURE PAGE FOLLOWS]
31
In Witness Whereof, the undersigned, by its duly elected officers and pursuant to proper
authority of its board of directors has duly executed, sealed, acknowledged and delivered this
instrument as of the day and year first above written.
|
|
|
|
|
|
STERLING CHEMICALS, INC.,
a Delaware corporation
|
|
|
By: |
|
|
|
|
|
|
|
|
Title: |
Name: |
|
|
[NOTARY PAGE FOLLOWS]
32
[CORPORATE NOTARY PAGE]
Multi-State Corporate Acknowledgement
TRUSTOR
State of
County of
On this day of , 2007, before me, the undersigned officer,
personally appeared
, with a residence at
personally known and acknowledged himself/herself/themselves to me, or produced
’s identification to be the
___of , hereinafter, (the “Corporation”) and that as such
officer(s), being duly authorized to do so pursuant to its bylaws or a resolution of its board of
directors, executed, subscribed and acknowledged the foregoing instrument for the purposes and
consideration therein contained, by signing the name of the Corporation by
himself/herself/themselves in their authorized capacities as such officer(s) as his/her/their free
and voluntary act and deed and the free and voluntary act and deed of said Corporation.
In Witness Whereof, I hereunto set my hand and official seal.
33
Plant Site/Mortgage
EXHIBIT A
Part I
Property Description
TRACT 1:
Lots Nos. One (1) to Sixteen (16), inclusive, in Block Eighty (80), all in Texas City First
Division, in Galveston County, Texas, according to the map or plat thereof, recorded in Volume 113,
Page 26, in the office of the County Clerk of Galveston County, Texas.
TRACT 2:
Lots Thirteen (13) and Fourteen (14), in Block Eight (8), of Texas City First Division, a
subdivision in Galveston County, Texas, according to the map or plat thereof, recorded in Volume
113, Page 26, in the office of the County Clerk of Galveston County, Texas.
TRACT 3:
Lots Three (3) and Four (4), in Block Eighty-one (81) of Texas City First Division, in Galveston
County, Texas, according to the map or plat thereof, recorded in Volume 113, Page 26, in the office
of the County Clerk of Galveston County, Texas.
TRACT 4:
Xxxx 0 xxx 0, xx Xxxxx 00 xx Xxxxx City First Division in Galveston County, Texas, according to the
map or plat thereof, recorded in Volume 113, Page 26, in the office of the County Clerk of
Galveston County, Texas.
TRACT 5:
Lots Thirteen (13) and Fourteen (14), in Block Forty-one (41) of Texas City First Division, in
Galveston County, Texas, according to the map or plat thereof, recorded in Volume 113, Page 26, in
the office of the County Clerk of Galveston County, Texas.
TRACT 6:
Xxxx 00 xxx 00, xx Xxxxx 00 xx Xxxxx City First Division, in Galveston County, Texas, according to
the map or plat thereof, recorded in Volume 113, Page 26, in the office of the County Clerk of
Galveston County, Texas.
TRACT 7:
Lots Six (6) and Seven (7), in Block 42 of Texas City First Division, a subdivision in Galveston
County, Texas, according to the map or plat thereof, recorded in Volume 113, Page 26, in the office
of the County Clerk of Galveston County, Texas.
TRACT 8:
Lot Eight (8), in Block Forty-two (42) of Texas City First Division, in Galveston County, Texas,
according to the map or plat thereof, recorded in Volume 113, Page 26, in the office of the County
Clerk of Galveston County, Texas.
TRACT 9:
Parcel 1:
The South 62-1/2 feet of Xxxx 0 xxx 0, xx Xxxxx 00 xx Xxxxx Xxxx First Division, in Galveston
County, Texas, according to the map of said Texas City First Division recorded in Volume 113, Page
26, in the Office of the County Clerk of Galveston County, Texas.
Parcel 2:
The North 1/2 of Lots 1 and 2, in Block 36 of Texas City First Division, in Galveston County, Texas,
according to the map or plat thereof, recorded in Volume 113, Page 26, in the office of the County
Clerk of Galveston County, Texas.
TRACT 10:
Xxxx 0 xxx 0, xx Xxxxx 00 xx Xxxxx Xxxx First Division, in Galveston County, Texas, according to
the map of said Texas City First Division of record in Volume 113, Page 26, of the Deed Records in
the office of the County Clerk of Galveston County, Texas.
TRACT 11:
Xxx 0, xx Xxxxx 00 xx Xxxxx Xxxx First Division, in Galveston County, Texas, according to the map
of said Texas City First Division, recorded in Volume 113, Page 26, of the records in the office of
the County Clerk of Galveston County, Texas.
TRACT 12:
Xxx 0, xx Xxxxx 00 xx Xxxxx Xxxx First Division, in Galveston County, Texas, according to the map
of said Texas City First Division recorded in Volume 113, Page 26, of the records in the office of
the County Clerk of Galveston County, Texas.
-2-
TRACT 13:
Xxxx 0 xxx 0, xx Xxxxx 00 xx Xxxxx Xxxx First Division, in Galveston County, Texas, according to
the map of said Texas City First Division recorded in Volume 113, Page 26, of the records in the
office of the County Clerk of Galveston County, Texas.
TRACT 14:
Xxxx 0, 00 xxx 00, xx Xxxxx 36 of Texas City First Division according to the map of said Texas City
First Division recorded in Volume 113, Page 26, in the office of the County Clerk of Galveston
County, Texas.
TRACT 15:
An undivided 111/280 interest in Xxx 00, Xxxxx 00 xx Xxxxx Xxxx First Division, in Galveston
County, Texas, according to the map thereof recorded in Volume 113, Page 26, in the office of the
County Clerk of Galveston County, Texas; being the same interest acquired in deed dated November
26, 1962, from Xxxxxx Xxx Xxxx Xxxxxxx et al., to Monsanto Chemical Company.
TRACT 16:
Lots 13 and 14, in Block 36, of Texas City First Division, in Galveston County, Texas, according to
the map of said Texas City First Division recorded in Volume 113, Page 26, in the office of the
County Clerk of Galveston County, Texas.
TRACT 17:
Xxxx 00 xxx 00, xx Xxxxx 00 xx Xxxxx Xxxx First Division, in Galveston County, Texas, according to
the map of said Texas City First Division of record in Volume 113, Page 26, of the records in the
office of the County Clerk of Galveston County, Texas.
TRACT 18:
Xxx 00, xx Xxxxx 00 xx Xxxxx Xxxx First Division, in Galveston County, Texas, according to the map
of said division of record in Volume 113, Page 26, in the office of the County Clerk of Galveston
County, Texas.
TRACT 19:
Xxxx 00 xxx 00, xx Xxxxx 00 xx Xxxxx Xxxx First Division, in Galveston County, Texas, according to
the map thereof recorded in Volume 113, Page 26, in the office of the County Clerk of Galveston
County, Texas.
-3-
TRACT 20:
Xxxx 00 xxx 00, xx Xxxxx 00 xx Xxxxx Xxxx First Division, in Galveston County, Texas, according to
the map thereof recorded in Volume 113, Page 26, in the office of the County Clerk of Galveston
County, Texas.
TRACT 21:
Xxxx 0, 0 xxx 00, xx Xxxxx 35 of Texas City First Division, in Galveston County, Texas, according
to the map thereof recorded in Volume 113, Page 26, in the office of the County Clerk of Galveston
County, Texas.
TRACT 22:
Xxxx 0 xxx 0, xx Xxxxx 00 xx Xxxxx Xxxx First Division, in Galveston County, Texas, according to
map of Texas City First Division, recorded in Volume 113, Page 26, in the office of the County
Clerk of Galveston County, Texas.
TRACT 23:
Xxxx 0, 0 xxx 0, xx Xxxxx 35 of Texas City First Division, in Galveston County, Texas, according to
the map thereof recorded in Volume 113, Page 26, in the office of the County Clerk of Galveston
County, Texas.
TRACT 24:
Lots Nine (9) and Ten (10) in Block Thirty-four (34) and Lots Seven (7) and Eight (8), in Block
Forty-one (41) of Texas City First Division, in Galveston County, Texas, according to the map or
plat thereof, recorded in Volume 113, Page 26, in the office of the County Clerk of Galveston
County, Texas.
TRACT 25:
Lots Three (3), Four (4) and Five (5), in Block Thirty-four (34) of Texas City First Division, in
Galveston County, Texas, according to the map or plat thereof, recorded in Volume 113, Page 26, in
the office of the County Clerk of Galveston County, Texas.
TRACT 26:
Lots One (1) and Two (2), in Block Thirty-four (34) of Texas City First Division, in Galveston
County, Texas, according to the map or plat thereof, recorded in Volume 113, Page 26, in the office
of the County Clerk of Galveston County, Texas.
-4-
TRACT 27:
Lots Thirteen (13) and Fourteen (14), in Block Seventeen (17) of Texas City First Division, a
subdivision in Galveston County, Texas, according to the map or plat thereof, recorded in Volume
113, Page 26, in the office of the County Clerk of Galveston County, Texas.
TRACT 28:
Xxx 00, Xxxxx 00 of Texas City First Division, in Galveston County, Texas, according to the map or
plat thereof, recorded in Volume 113, Page 26, in the office of the County Clerk of Galveston
County, Texas.
TRACT 29:
Lot Eleven (11), in Block Seventeen (17), and Lots Thirteen (13), Fourteen (14), Fifteen (15) and
Sixteen (16), in Block Thirty-two (32) of Texas City First Division, in Galveston County, Texas,
according to the map or plat thereof, recorded in Volume 113, Page 26, in the office of the County
Clerk of Galveston County, Texas,
TRACT 30:
Lots Fifteen (15) and Sixteen (16), in Block 16, of Texas City First Division, an addition in
Galveston County, Texas, according to the map or plat thereof, recorded in Volume 113, Page 26, in
the office of the County Clerk of Galveston County, Texas.
TRACT 31:
Lot Fourteen (14), in Block Sixteen (16) of Texas City First Division, in Galveston County, Texas,
according to the map or plat thereof, recorded in Volume 113, Page 26, in the office of the County
Clerk of Galveston County, Texas.
TRACT 32:
Lot Eleven (11), in Block Sixteen (16) of Texas City First Division, in Galveston County, Texas,
according to the map or plat thereof, recorded in Volume 113, Page 26, in the office of the County
Clerk of Galveston County, Texas.
TRACT 33:
Lots Six (6) and Seven (7), in Block 15, Texas City First Division, Galveston County, Texas,
according to the map or plat thereof, recorded in Volume 113, Page 26, in the office of the County
Clerk of Galveston County, Texas.
-5-
TRACT 34:
Lots One (1), Two (2) and Three (3), in Block Fifteen (15) of Texas City First Division, in
Galveston County, Texas, according to the map or plat thereof, recorded in Volume 113, Page 26, in
the office of the County Clerk of Galveston County, Texas.
TRACT 35:
Xxxx 00 xxx 00, xx Xxxxx 00, xx Xxxxx Xxxx First Division, in Galveston County, Texas, according to
the map or plat thereof, recorded in Volume 113, Page 26, in the office of the County Clerk of
Galveston County, Texas.
TRACT 36:
Xxxx 00 xxx 00, xx Xxxxx 00, xx Xxxxx Xxxx First Division, in Galveston County, Texas, according to
the map or plat thereof, recorded in Volume 113, Page 26, in the office of the County Clerk of
Galveston County, Texas.
TRACT 37:
Xxxx 00 xxx 00, xx Xxxxx 00 xx Xxxxx Xxxx First Division, in Galveston County, Texas, according to
the map or plat thereof, recorded in Volume 113, Page 26, in the office of the County Clerk of
Galveston County, Texas.
TRACT 38:
Xxx 00, xx Xxxxx 00 xx Xxxxx Xxxx First Division in Galveston County, Texas, according to the map
or plat thereof, recorded in Volume 113, Page 26, in the office of the County Clerk of Galveston
County, Texas.
TRACT 39:
Xxxx 0, 0 xxx 0, xx Xxxxx 14 of Texas City First Division in Galveston County, Texas, according to
the map or plat thereof, recorded in Volume 113, Page 26, in the office of the County Clerk of
Galveston County, Texas.
TRACT 40:
Xxxx 0 xxx 0, xx Xxxxx 00 xx Xxxxx Xxxx First Division, in Galveston County, Texas, according to
the map or plat thereof, recorded in Volume 113, Page 26, in the office of the County Clerk of
Galveston County, Texas.
-6-
TRACT 41:
The South 62 feet of Xxxx 0 xxx 0, xx Xxxxx 00 xx Xxxxx Xxxx First Division, in Galveston County,
Texas, according to the map or plat thereof, recorded in Volume 113, Page 26, in the office of the
County Clerk of Galveston County, Texas.
TRACT 42:
Xxxx 00 xxx 00, xx Xxxxx 00 xx Xxxxx Xxxx First Division in Galveston County, Texas, according to
the map or plat thereof, recorded in Volume 113, Page 26, in the office of the County Clerk of
Galveston County, Texas.
TRACT 43:
Xxx 00, xx Xxxxx 00 xx Xxxxx Xxxx First Division in Galveston County, Texas, according to the map
or plat thereof, recorded in Volume 113, Page 26, in the office of the County Clerk of Galveston
County, Texas.
TRACT 44:
Xxx 00, Xxxxx 00 of Texas City First Division in Galveston County, Texas, according to the map or
plat thereof, recorded in Volume 113, Page 26, in the office of the County Clerk of Galveston
County, Texas.
TRACT 45:
Xxx 00, xx Xxxxx 00 xx Xxxxx Xxxx First Division, in Galveston County, Texas, according to the map
or plat thereof, recorded in Volume 113, Page 26, in the office of the County Clerk of Galveston
County, Texas.
TRACT 46:
Xxx 00, xx Xxxxx 00 xx Xxxxx Xxxx First Division, in Galveston County, Texas, according to the map
or plat thereof, recorded in Volume 113, Page 26, in the office of the County Clerk of Galveston
County, Texas.
TRACT 47:
Xxxx 0, 0 xxx 00, xx Xxxxx 13 of Texas City First Division, in Galveston County, Texas, according
to the map or plat thereof, recorded in Volume 113, Page 26, in the office of the County Clerk of
Galveston County, Texas.
-7-
TRACT 48:
Xxxx 0, 0, 0, 0 xxx 0, xx Xxxxx 13 of Texas City First Division, in Galveston County, Texas,
according to the map or plat thereof, recorded in Volume 113, Page 26, in the office of the County
Clerk of Galveston County, Texas.
TRACT 49:
Xxxx 0 xxx 0, xx Xxxxx 00 xx Xxxxx Xxxx First Division, in Galveston County, Texas, according to
the map or plat thereof, recorded in Volume 113, Page 26, in the office of the County Clerk of
Galveston County, Texas
TRACT 50:
Xxxx 00, 00, xxx 00, xx Xxxxx 12 of Texas City First Division in Galveston County, Texas, according
to the map or plat thereof, recorded in Volume 113, Page 26, in the office of the County Clerk of
Galveston County, Texas, being the same property heretofore conveyed by Augusta Xxxxx Xxxxxxxx to
Xxxx Xxxxxxxx by deed dated February 27, 1940, and recorded in Volume 599, Page 569, of the Deed
Records of Galveston County, Texas.
TRACT 51:
Xxxx 00 xxx 00, xx Xxxxx 00 xx Xxxxx Xxxx First Division in Galveston County, Texas, according to
the map or plat thereof, recorded in Volume 113, Page 26, in the office of the County Clerk of
Galveston County, Texas.
TRACT 52:
Xxxx 0 xxx 0, xx Xxxxx 00 xx Xxxxx Xxxx First Division, in Galveston County, Texas, according to
the map or plat thereof, recorded in Volume 113, Page 26, in the office of the County Clerk of
Galveston County, Texas.
TRACT 53:
Xxxx 0 xxx 0, xx Xxxxx 00 xx Xxxxx Xxxx First Division, in Galveston County, Texas, according to
the map or plat thereof, recorded in Volume 113, Page 26, in the office of the County Clerk of
Galveston County, Texas.
TRACT 54:
Xxxx 0, 0 xxx 0, xx Xxxxx 12 of Texas City First Division, in Galveston County, Texas, according to
the map or plat thereof, recorded in Volume 113, Page 26, in the office of the County Clerk of
Galveston County, Texas.
-8-
TRACT 55:
Xxx 00, xx Xxxxx 00 xx Xxxxx Xxxx First Division, in Galveston County, Texas, according to the map
or plat thereof, recorded in Volume 113, Page 26, in the office of the County Clerk of Galveston
County, Texas.
TRACT 56:
Xxxx 00 xxx 00, xx Xxxxx 00 xx Xxxxx Xxxx First Division, in Galveston County, Texas, according to
the map or plat thereof, recorded in Volume 113, Page 26, in the office of the County Clerk of
Galveston County, Texas.
TRACT 57:
Xxxx 0 xxx 00, xx Xxxxx 00 xx Xxxxx Xxxx First Division, in Galveston County, Texas, according to
the map or plat thereof, recorded in Volume 113, Page 26, in the office of the County Clerk of
Galveston County, Texas.
TRACT 58:
Xxxx 0 xxx 0, xx Xxxxx 00 xx Xxxxx Xxxx First Division, in Galveston County, Texas, according to
the map or plat thereof, recorded in Volume 113, Page 26, in the office of the County Clerk of
Galveston County, Texas.
TRACT 59:
Xxxx 0 xxx 0, xx Xxxxx 00 xx Xxxxx Xxxx First Division, in Galveston County, Texas, according to
the map or plat thereof, recorded in Volume 113, Page 26, in the office of the County Clerk of
Galveston County, Texas.
TRACT 60:
Xxx 0, xx Xxxxx 00 xx Xxxxx Xxxx First Division, in Galveston County, Texas, according to the map
or plat thereof, recorded in Volume 113, Page 26, in the office of the County Clerk of Galveston
County, Texas.
TRACT 61:
Xxx 0, xx Xxxxx 00 xx Xxxxx Xxxx First Division, in Galveston County, Texas, according to the map
or plat thereof, recorded in Volume 113, Page 26, in the office of the County Clerk of Galveston
County, Texas.
-9-
TRACT 62:
Xxxx 0 xxx 0, xx Xxxxx 00 xx Xxxxx Xxxx First Division, in Galveston County, Texas, according to
the map or plat thereof, recorded in Volume 113, Page 26, in the office of the County Clerk of
Galveston County, Texas.
TRACT 63:
Lots Nos. 13, 14, 15 and 16, in Block 10, and all of Xxxx 00 xxx 00, Xxxxx 00, xx Xxxxx Xxxx First
Division, in Galveston County, Texas, according to the map or plat thereof, recorded in Volume 113,
Page 26, in the office of the County Clerk of Galveston County, Texas.
TRACT 64:
Xxx 00, xx Xxxxx 00 xx Xxxxx Xxxx First Division, in Galveston County, Texas, according to the map
or plat thereof, recorded in Volume 113, Page 26, in the office of the County Clerk of Galveston
County, Texas.
TRACT 65:
Lots 9 and 10 in Block 10 of Texas City First Division, in Galveston County, Texas, according to
the map or plat thereof, recorded in Volume 113, Page 26, in the office of the County Clerk of
Galveston County, Texas.
TRACT 66:
Xxxx 0 xxx 0, xx Xxxxx 00 xx Xxxxx Xxxx First Division, in Galveston County, Texas, according to
the map or plat thereof, recorded in Volume 113, Page 26, in the office of the County Clerk of
Galveston County, Texas.
TRACT 67:
Xxxx 0 xxx 0, xx Xxxxx 00 xx Xxxxx Xxxx First Division, in Galveston County, Texas, according to
the map or plat thereof, recorded in Volume 113, Page 26, in the office of the County Clerk of
Galveston County, Texas.
TRACT 68:
Xxxx 0 xxx 0, xx Xxxxx 00 xx Xxxxx Xxxx First Division, in Galveston County, Texas, according to
the map or plat thereof, recorded in Volume 113, Page 26, in the office of the County Clerk of
Galveston County, Texas.
-10-
TRACT 69:
All that certain 2.388 acres of land out of the X.X. Xxxxx Survey, A-205 and the Xxxxxx Xxxx
Survey, A-77, Galveston County, Texas, said tract subject to that certain easement dated November
30, 1932, from Texas City Terminal Railway Company to the City of Texas City, Texas, filed at
Volume 485, Page 180, Galveston County Deed Records;
BEGINNING at a set 5/8 inch iron rod located in the East right-of-way line of Bay Street
(100’ wide) at its intersection with the extended South right-of-way line of Third Avenue
North (100’ wide);
THENCE S 89 deg. 33 min. 10 sec. W, 59.00 feet, along the extended South line of said Third Avenue
North to a point for corner;
THENCE S 00 deg. 26 min. 50 sec. E, 1,762.63 feet, along a line Easterly of, parallel with and 41
feet perpendicular distance from the West line of Bay Street according to the plat of Texas City
First Addition according to the plat thereof filed at Volume 254A, Page 28, Galveston County Deed
Records, to a point for corner;
THENCE N 89 deg. 36 min. 40 sec. E, 59.00 feet along the South line of said Texas City First
Addition, to a set 5/8 inch iron rod for corner;
THENCE N 00 deg. 26 min. 50 sec. W, 1,762.69 feet, to the POINT OF BEGINNING and containing 2.388
acres of land more or less.
TRACT 70:
Xxxx 0 xxx 0, Xxxxx 00 xx Xxxxx City First Division, in Galveston County, Texas, according to the
map or plat thereof, recorded in Volume 113, Page 26 in the office of the County Clerk of Galveston
County, Texas.
TRACT 71:
Xxxx 0 xxx 0, Xxxxx 00 xx Xxxxx Xxxx First Division, in Galveston County, Texas according to the
map or plat thereof, recorded in Volume 113, Page 26, in the office of the County Clerk of
Galveston County, Texas.
TRACT 72:
Xxxx 00, 00, 00, 00, 00 xxx 00, Xxxxx 34, all in Texas City First Division, Galveston County,
Texas, according to the map or plat thereof recorded in Volume 113, Page 26, in the office of the
County Clerk of Galveston County, Texas.
-11-
TRACT 73:
Xxxx 0, 0, 0, 00 xxx 00, Xxxxx 41, of Texas City First Division, in Galveston County, Texas,
according to the map or plat thereof, recorded in Volume 113, Page 26, in the office of the County
Clerk of Galveston County, Texas.
TRACT 74 (Easement):
Coastal public lands and the Easement No. CE-82-051, being shown on the drawing labeled “Plan of
Docks and Channels” attached to instrument dated January 17, 1983, filed for record in the office
of the County Clerk of Galveston County, Texas, under County Clerk’s File No. 8302396 and as
assigned to Sterling Chemicals, Inc. pursuant to that certain Assignment of Lease and Easement from
Monsanto Company dated August 1, 1986 and recorded under Clerk’s File No. 8628664 in the Official
Public Records of Real Property of Galveston County, Texas.
TRACT 75 (Leasehold):
Lease dated September 1, 1974, by and between Texas City Terminal Railway Company, as lessor, and
Monsanto Company, a Corporation, as lessee, as assigned to Sterling Chemicals, Inc. pursuant to
that certain Assignment of Lease and Easement from Monsanto Company dated August 1, 1986 and
recorded under Clerk’s File No. 8628664 in the Official Public Records of Real Property of
Galveston County, Texas covering the land described as follows:
All that certain 3.3175 acres for ground lease out of the Xxxx Xxxxx Survey, A-72, Galveston
County, Texas, and being more particularly described as follows:
COMMENCING at a set 5/8 inch iron rod marking the Southeast corner of that certain 22.71 acres of
land described in a deed dated August 19, 1969, from Texas City Terminal Railway Company to
Monsanto Company filed at Volume 2051, Page 654, Galveston County Deed Records;
THENCE S 89 deg. 05 min. 40 sec. W, 117.91 feet to the POINT OF BEGINNING of the
herein-described lease site;
THENCE along the South and West line of said 22.71 acre tract the following five (5) courses and
distances:
S 89 deg. 05 min. 40 sec. W, 507.11 feet to a set 5/8 inch iron rod for corner;
N 00 deg. 45 min. 50 sec. W, 250.18 feet to a 5/8 inch iron rod for angle point;
N 32 deg. 28 min. 30 sec. W, 25.00 feet to a set 5/8 inch iron rod for corner;
S 57 deg. 31 min. 30 sec. W, 125.64 feet to a set 5/8 inch iron rod being a point on a curve having
a central angle of 13 deg. 53 min. 35 sec., a radius of 591.30 feet, the center of said curve being
located on a radial line bearing N 32 deg. 28 min. 30 sec. W, from said point;
-12-
Southwesterly from an arc distance of 143.38 feet to a point for corner;
THENCE S 00 deg. 45 min. 50 sec. E, 276.11 feet to a point for corner;
THENCE N 89 deg. 05 min. 40 sec. E, 610.00 feet to an angle point;
THENCE N 63 deg. 09 min. 44 sec. E, 163.71 feet to a point for corner;
THENCE N 00 deg. 48 min. 10 sec. W, 58.40 feet to the POINT OF BEGINNING and containing 3.3175
acres for ground lease, more or less, SAVE AND EXCEPT that certain tract containing 0.0871 acres
described in Tract 87 herein.
TRACT 76 (Easement):
Parcel 1:
The location of the easement herein is described by metes and bounds as follows:
A tract of land situated in the Xxxxxx Xxxx and Xxxxxxxxx Xxxxx Surveys more particularly described
as follows:
BEGINNING in the West line 34 feet North of the Southwest corner of that certain tract of
land of 27.99 acres lying within the Xxxxxx Xxxx and Xxxxxxxxx Xxxxx Surveys in Galveston County,
Texas, and described in that certain deed from the Atlantic Pipeline Company to Republic Oil
Refining Company dated January 1, 1950, recorded in Volume 833, Page 686, of the Deed Records of
Galveston County, Texas, and that certain deed from Republic Oil Refining Company to Plymouth Oil
Company, dated April 1, 1957, recorded in Volume 1201, Pages 638-643, inclusive of the Deed Records
of Galveston County, Texas, to which deeds reference is made, the South line of which is 748.5 feet
North of the South line of the Xxxxxxxxx Xxxxx Survey and lying between the land now owned by the
Xxxxxxx Chemicals Company, a wholly owned subsidiary of Amoco Chemicals Corporation on the South
and the right-of-way for Fourth Avenue South in the City of Texas City on the north, said point
being 50 feet east of the centerline of the railroad tracts of Texas City Terminal Railway Company
parallel to Tenth Street South in the City of Texas City;
THENCE N. 22 deg. 05 min. E, a distance of 37 feet;
THENCE N 0 deg. 25 min. W, a distance of 482 feet;
THENCE N 89 deg. 35 min. E, a distance of 506 feet;
THENCE N 57 deg. 00 min. E, a distance of 170 feet;
-13-
THENCE N 89 deg. 35 min. E, a distance of 1199 feet to intersect the westerly line of the
right-of-way of Sixth Street South of the City of Texas City which is also designated as State
Highway Number 146.
Parcel 2:
A certain tract or parcel of land situated in the Xxxx Xxxxx and Xxxxxxxxx Xxxxx Surveys in the
City of Texas City, Galveston County, Texas, described as follows:
BEGINNING in the west line of 73.5 feet north of the southwest corner of that certain tract of land
100 feet in width (north and south) described by reference in Paragraph Numbered 10 of that certain
deed from Mainland Company to Terminal Industrial Land Company dated September 22, 1926, recorded
in Book 391, Pages 527 to 538, of the Deed Records of Galveston County to which deed reference is
made, the north line of which is the projection westerly of the south line of Kohfeldt’s First
Addition to Texas City, Texas, in accordance with the recorded map of said addition and lying
between the land now owned by American Oil Company on the south and X. X. Xxxxx on the north
respectively, said point being 17.5 feet south of the center line of existing railroad tract of
Texas City Terminal Railway Company;
THENCE from said beginning point N 89 deg. 55 min. E, a distance of 2 feet;
THENCE S 71 deg. 28 min. E, a distance of 152 feet, said point being 67 feet south of the
aforementioned tract;
THENCE N 89 deg. 49 min. E, a distance of 569 feet to the west line of that certain 100 foot wide
strip of land lying between land now owned by Terminal Industrial Land Company on the north and
land owned by American Oil Company on the south side thereof, a length of 723 feet or 43.82 rods in
the Xxxx Xxxxx Survey;
ALSO BEGINNING in the east line of a 60 foot road known as Tenth Street, with east line of
Tenth Street being common with the west line of a tract of land owned by Terminal Industrial Land
Company, at a point which is 114 feet north of the south line of said Terminal Industrial Land
Company tract of land;
THENCE N 89 deg. 37 min. E, a distance of 110 feet to intersect the west line of the 100.1 foot
wide strip of land owned by Texas City Terminal Railway Company, being 110 feet or 6.67 rods in
Xxxxxxxxx Xxxxx Survey.
TRACT 77 (Easement):
Parcel 1
A certain tract of land in the Xxxx Xxxxx Survey and Xxxxxxxxx Xxxxx Survey in Galveston County,
Texas, respectively. The one 18 inch water line herein referred to is to be situated as shown on
Monsanto Chemical Company Drawing No. D-139-30, dated July 11, 1951, consisting of 2 sheets,
entering Republic’s North Tank Farm at a point on the east line of Tenth Street approximately 155
-14-
feet south of the northwest corner of the portion of Republic Oil Refining Company’s property which
fronts on the east line of Tenth Street, and proceeding in an easterly direction approximately 110
feet to the west line of the Texas City Terminal Railway Company right-of-way, where said line
leaves the property of Republic Oil Refining Company;
THENCE reentering Republic Oil Refining Company property known as Atlantic Tract at approximately
50 feet north of the southwest corner of said property as shown on Monsanto Chemical Company Map
No. D-193-30 dated July 11, 1951;
THENCE proceeding north parallel to and 4 feet from the west property line for a distance of 500
feet;
THENCE proceeding east 541 feet;
THENCE North 67 deg. 30 min. East 100 feet;
THENCE east 30 feet south of the east portion of the north line of said tract 1255 feet to the east
line of said tract, leaving said tract at a point 30 feet south of the northeast corner of said
Atlantic Pipe Line Company Tract; known as line No. 11.
Parcel 2:
A tract of land situated in the Xxxx Xxxxx and Xxxxxxxxx Xxxxx Surveys in Galveston County, Texas,
said route being more particularly described as follows:
BEGINNING at a point in that certain 100 foot wide tract of land lying between property of
Terminal Industrial Land Company and Kohfeldt’s First Addition to Texas City, Texas, on the north
and Republic Oil Refining Company on the south, said point being approximately 18 feet west and 78
feet south of the southwest corner of Kohfeldt’s First Addition to Texas City, Texas;
THENCE east a distance of approximately 1572 feet to the west line of a 00 xxxx xxxxx xxx xxxxx
xxxxxxx xxxx;
THENCE continuing east across said country road and property owned by Republic Oil Refining Company
to the west right-of-way property of Texas City Terminal Railway Company;
THENCE east on said Texas City Terminal Railway Company right-of-way a distance of 80 feet;
THENCE northerly on said right-of-way a distance of 722 feet;
THENCE northeasterly with angle of 22 deg. 30 min. right a distance of 50 feet to intersection in
the east right-of-way line of aforesaid right of way, all being in the Xxxx Xxxxx and Xxxxxxxxx
Xxxxx Surveys in Galveston County, Texas and known as Line Xx. 00.
-00-
XXXXX 00 (Easement):
That certain tract or parcel of land, lying and being situated in the Xxxx Xxxxx Survey in
Galveston County, Texas, as more specifically identified and described below:
BEGINNING at a point in the West line of that certain 100-foot-wide tract of land owned by Texas
City Terminal Railway Company being in the Xxxx Xxxxx Survey and lying between the properties of
Terminal Industrial Land Company and Stone on the North and Pan American Refining Corporation and
Republic Oil Refining Company on the South, which point is approximately 56 feet South of the
Northwest corner of said tract and 32 feet South of the centerline of the railway spur tract as now
located upon and over said tract of land;
THENCE Easterly, parallel to and 32 feet perpendicularly distance southerly from the centerline of
said spur track a distance of 3117 feet;
THENCE right on angle of 12 deg. 04 min., a distance of 119 feet;
THENCE left on angle of 12 deg. 04 min., a distance of 136 feet to junction with an 8-inch pipe
line, for transportation of water only, bearing South to Xxx Xxxxxxxxxx Refining Company and a
proposed 18-inch pipe line, for transportation of water only, bearing Easterly to Monsanto Chemical
Company, all being in the Xxxx Xxxxx Survey known as Line No. 19.
TRACT 79 (Easement):
A four inch (4”) pipeline and a six inch (6”) pipeline described in Exhibits A, B, C, D and E,
attached to instrument dated January 28, 1982 to Monsanto Company filed for record in the office of
the County Clerk of Galveston County, Texas, under County Clerk’s File No. 8211566, known as Line
Nos. 20 and 21.
TRACT 80 (Easement):
All that certain tract of land situated in the Xxxx Xxxxx Survey, A-72, more particularly described
as follows:
BEGINNING at a point in the Southerly line of a 15.91 acre tract of land conveyed by Texas City
Terminal Railway Company to Monsanto Chemical Company by deed dated October 2, 1951, said point
being North 60 deg. 53 min. 20 sec. East, a distance of 128.78 feet from an iron rod marking a
point described in said deed as being located such that Monsanto Tank bears North 61 deg. 38 min.
10 sec. East, and Terminal Tank bears South 61 deg. 07 min. 50 sec. East;
THENCE South 28 deg. 58 min. 40 sec. East, a distance of 120.5 feet to an angle point at pipeline
Station 1 + 20.5;
THENCE South 51 deg. 43 min. 40 sec. East, a distance of approximately 65 feet to a point for
curve;
-16-
THENCE with the arc of a curve to the right, the radius of which is approximately 75 feet, the
central angle is 45 deg. 25 min., a distance of 58 feet to a point of tangency;
THENCE South 06 deg. 18 min. 40 sec. East, a distance of 138 feet to an angle point at pipeline
Station 3 + 81.3;
THENCE South 34 deg. 16 min. 20 sec. West, a distance of 128.3 feet to an angle point at pipeline
Station 5 + 09.6, said point being 15 feet Southerly of, measured perpendicular to, the centerline
of Tract ICC#32 (Old Shop Lead), 31.2 feet North of the face of Terminal’s General Office Building,
and 35 feet West of the Northeast corner of said office building;
THENCE Westerly generally parallel to Tract ICC No. 32, a distance of 458.6 feet to pipeline
Station 9 + 68.2;
THENCE Southerly a distance of 56.6 feet to pipeline Station 10 + 24.8;
THENCE Easterly a distance of 14.9 feet to pipeline Station 10 + 39.7 and the end of this easement,
known as Line Nos. 24 and 26.
TRACT 82 (Easement):
All that certain tract of land situated in the Xxxxxx Preacher Survey in Galveston County, Texas,
described as follows:
COMMENCING at the Northwest corner of a 15.91 acre tract purchased by the Monsanto Company on the
2nd day of October, 1951;
THENCE South 00 deg. 23 min. 20 sec. East, along the West line of said 15.91 acre tract a distance
of 219 feet to a point of curvature of a curve to the left, said curve having a radius of 308 feet;
THENCE along the arc of said curve a distance of 161.92 feet to a point in the Southwesterly line
of said 15.91 acre tract and being the POINT OF BEGINNING;
THENCE South 19 deg. 35 min. 20 sec. West, a distance of 14 feet to a point for corner;
THENCE South 48 deg. 14 min. 20 sec. West, a distance of 555 feet to a point for corner;
THENCE South 43 deg. 49 min. 20 sec. West, a distance of 104 feet to a point for corner;
THENCE South 00 deg. 00 min. 40 sec. East, a distance of 207 feet to a point for corner
THENCE South 56 deg. 59 min. 20 sec. West, a distance of 250 feet to a point for corner;
THENCE South 52 deg. 44 min. 20 sec. West, a distance of 90 feet to a point for corner;
-17-
THENCE South 57 deg. 07 min. 20 sec, West, a distance of 286 feet to a point for corner;
THENCE South 52 deg. 52 min. 20 sec. West, a distance of 44 feet to a point for corner;
THENCE South 16 deg. 37 min. 40 sec. East, a distance of 98 feet to the point of terminus for this
easement, said point of terminus being the intersection point with an existing 4-inch line, known
as Line No. 28.
TRACT 83 (Easement):
A tract in the Xxxxxx Xxxx Survey, A-77, and the Xxxxxxxxx Xxxxx Survey A-24, Galveston County,
Texas, a centerline course described as follows:
BEGINNING at the West flange of a 6-inch valve located at Station 36 + 62.3 as shown on the drawing
dated June 29, 1976, marked “The American Oil Company Drawing B — Sketch — 76- 170”, duplicate
copies of which have been initiated, by the signatory officers of the parties hereof, hereinafter
called “Sketch 76-170”;
THENCE on a course N 89 deg. 36 min. 40 sec. E, for a distance of 1315.30 feet to a point;
THENCE left 90 deg. for a distance of 548.4 feet to a point;
THENCE right 90 deg. for a distance of 1161.95 feet to a point;
THENCE left 90 deg. for a distance of 70.6 feet to a point;
THENCE onto the public street known as Second Avenue on a course North 00 deg. 23 min. 20 sec.
West, for a distance of 3 feet to a point;
THENCE right 90 deg. along Second Avenue South for a distance of 178.75 feet to the centerline of
Bay Street and Monsanto Company property line;
THENCE N 89 deg. 36 min. 40 sec. E, for a distance of 56 feet to a point;
THENCE right 45 deg. for a distance of 41.01 feet to a point;
THENCE left 45 deg. for a distance of 192.34 feet to a point;
THENCE left 18 deg. for a distance of 40.13 feet to a point;
THENCE right 18 deg. for a distance of 42.75 feet to a point;
THENCE left 90 deg. for a distance of 13.43 feet to a point;
-18-
THENCE left 90 deg. for a distance of 4.5 feet to a point where it connects with a pipeline owned
by Magnolia Pipeline Company, known as Line No. 29.
TRACT 85:
Lots One (1) and Two (2), Block Eighty-one (81) of Texas City First Division, in Galveston County,
Texas, according to the map or plat thereof, recorded in Volume 113, Page 26, in the office of the
County Clerk of Galveston County, Texas.
TRACT 86:
Abandoned portion of certain streets and alleys in Texas City, the following portions of streets
and alleys described as follows:
(A) |
|
North-south alley bordered on the West by Block 12, on the South and East by Monsanto plant
property lines, and on the North by the right-of-way of Second Avenue; |
(B) |
|
First Street bordered on the West by Block 13, on the South by Monsanto Plant property line,
on the East by Block 12, and on the North by the right-of-way of Second Avenue South; |
(C) |
|
Second Street bordered on the West by Block 36, on the South by Monsanto Plant property line,
on the East by Block 13, on the North by the right-of-way of Second Avenue South; |
(D) |
|
East-west alley bordered on the South by Block 37, on the East by Monsanto plant property
line, on the North by Block 36, and on the West by the right-of-way of Third Street; |
(E) |
|
Bay Street bordered on the West by Block 12, on the South by the Easterly extension or
prolongation of the South boundary line of Block 12, on the East by Monsanto Plant property
line, and on the North by the South right-of-way of Second Avenue South. |
TRACT 86A:
All that certain 237.0539 acres out of the Xxxxxx Xxxx Survey, A-77, Xxxxxxxxx Xxxxx Survey, A-24,
Xxxx Xxxxx Survey, A-72, and the Xxxxx X. Xxxxx Survey, X-000, Xxxxx Xxxx, Xxxxxxxxx Xxxxxx, Xxxxx;
BEGINNING at a set 5/8 inch iron rod located in the East right-of-way line of Bay Street (100’
wide), at its intersection with the extended South right-of-way line of Third Avenue North (100’
wide);
THENCE N 89 deg. 33 min. 10 sec. E, 1,967.90 feet, to a set 5/8 inch iron rod for corner;
-19-
THENCE S 16 deg. 59 min. 23 sec. W, 2,541.25 feet along the U.S. Harbor line to an “X” set in
riprap for existing Texas City Hurricane Flood Wall;
THENCE S 00 deg. 13 min. 03 sec. E. 921.80 feet, continuing along said U.S. Harbor line to a point
for corner;
THENCE S 89 deg. 46 min. 57 sec. W, 859.00 feet to a point for corner;
THENCE N 00 deg. 13 min. 03 sec. W, 49.00 feet to a point for corner;
THENCE S 89 deg. 46 min. 57 sec. W, 609.87 feet along the Easterly South line of that certain 22.71
acres of land described in a deed dated August 19, 1969, from Texas City Terminal Railway Company
to Monsanto Company filed at Volume 2051, Page 654, Galveston County Deed Records, to a set 5/8
inch iron rod for corner;
THENCE S 00 deg. 50 min. 20 sec. W, 215.45 feet along the East line of said 22.71 acre tract being
Easterly of, parallel with and 25 feet perpendicular distance from the centerline of said flood
wall, to a set 5/8 inch iron rod for angle point;
THENCE S 20 deg. 52 min. 05 sec. E, 82.13 feet along the East line of said 22.71 acre tract
continuing along a line Easterly of, parallel with and 25 feet perpendicular distance from the
centerline of said flood wall, to a set 5/8 inch iron rod for corner;
THENCE S 89 deg. 46 min. 57 sec. W, 80.15 feet along an interior South line of said 22.71 acre
tract, to a set 5/8 inch iron rod for corner;
THENCE S 20 deg. 52 min. 05 sec. E, 209.65 feet, continuing along the East line of said 22.71 acre
tract, to a set 5/8 inch iron rod for angle point;
THENCE S 00 deg. 51 min. 00 sec. E, 389.07 feet along the East line of said 22.71 acre tract being
Westerly of, parallel with and 50 feet perpendicular distance from the centerline of said flood
wall, to a set 5/8 inch iron rod set for the Southerly Southeast corner of said 22.71 acre tract;
THENCE along the South and West lines of said 22.71 acre tract the following 7 courses and
distances:
S 89 deg. 05 min. 40 sec. W, 625.02 feet, to a set 5/8 inch iron rod for corner;
N 00 deg. 45 min. 50 sec. W, 250.18 feet to a set 5/8 inch iron rod for angle point;
N 32 deg. 28 min. 30 sec. W, 25.00 feet to a set 5/8 inch iron rod for corner;
-00-
X 00 deg. 31 min. 30 sec. W, 125.64 feet to a set 5/8 inch iron rod being a point on a curve having
a central angle 23 deg. 58 min. 00 sec., a radius of 591.30 feet the center of said curve being
located on a radial line bearing N 32 deg. 28 min. 30 sec. W, from said point;
Southwesterly for an arc distance of 247.34 feet to a set 5/8 inch iron rod for corner;
S 81 deg. 29 min. 30 sec. W. 247.16 feet to a set 5/8 inch iron rod for corner;
N 05 deg. 19 min. 30 sec. W, 432.98 feet to a set 5/8 inch iron rod for corner;
THENCE S 60 deg. 53 min. 20 sec. W, 337.40 feet along the South line of that certain 15.91 acres of
land described in a deed dated October 2, 1951, from Texas City Terminal Railroad Company to
Monsanto Chemical Company filed at Volume 913, Page 467, Galveston County Deed Records, to a found
1 inch iron rod for angle point;
THENCE S 81 deg. 22 min. 40 sec. W, 755.00 feet continuing along the South line of said 15.91 acre
tract, to a found 1 inch iron rod being a point of a curve having a central angle of 98 deg. 10
min. 48 sec., a radius of 308.00 feet the center of said curve being located on a radial line
bearing N 08 deg. 40 min. 49 sec. W, from said point;
THENCE in a Northwesterly direction for an arc length of 527.78 feet to a found 3/4 inch iron pipe;
THENCE N 00 deg. 23 min. 20 sec. W, 1,143.15 feet along the East right-of-way line of Sixth Street
(100’ wide) to a set 5/8 inch iron rod for corner;
THENCE N 89 deg. 36 min. 40 sec. E, 472.66 feet along the South right-of-way line of Fourth Avenue
South (70’ wide) to a set 5/8 inch iron rod for corner;
THENCE N 00 deg. 23 min. 20 sec. W, passing at 70.00 feet the Xxxxxxxxx xxxxxx xx Xxxxx 00, Xxxxx
Xxxx First Addition according to the plat thereof filed at Volume 254A, Page 28, Galveston County
Deed Records, and continuing along the East right-of-way line of Fifth Street (75’ wide) for a
total distance of 195.00 feet to a 5/8 inch iron rod set for the Northwest corner of said Block 82;
THENCE N 89 deg. 36 min. 40 sec. E, 290.00 feet along the North line of said Block 82, to a 5/8
inch iron rod set for the Xxxxxxxxx xxxxxx xx Xxx 00 xx xxxx Xxxxx 00;
THENCE N 00 deg. 23 min. 20 sec. W, 145.00 feet to a 5/8 inch iron rod set for the Northwest corner
of Xxx 00, Xxxxx 00 of said Texas City First Addition;
THENCE N 89 deg. 36 min. 40 sec. E, along the South right-of-way line of Third Avenue South (70’
wide), passing at 110.00 feet the Northeast corner of said Block 81, and continuing for a total
distance of 210.00 feet to a 5/8 inch iron rod set for the Northwest corner of Block 83 of said
Texas City First Addition;
-21-
THENCE N 00 deg. 23 min. 20 sec. W, passing at 70.00 feet the Southwest corner of Block 40, of said
Texas City First Addition and continuing along the East right-of-way line of Fourth Street (100’
wide) for a total distance of 195.00 feet to a 5/8 inch iron rod set for the Northwest corner of
said Block 40.
THENCE N 89 deg. 36 min. 40 sec. E, 400.00 feet along the North line of said Block 40 to a 5/8 inch
iron rod set for the Northeast corner of said Block 40;
THENCE N 00 deg. 23 min. 20 sec. W, 5.00 feet to a set 5/8 inch iron rod for corner;
THENCE N 89 deg. 36 min. 40 sec. E, 70.00 feet along the North line of that portion of Third Street
abandoned by Ordinance dated December 21, 1977;
THENCE S 00 deg. 23 min. 20 sec. E, 5.00 feet to a set 5/8 inch iron rod;
THENCE N 89 deg. 36 min. 40 sec. E, 50.80 feet to a point marking the Northeast corner of said
Block 37;
THENCE N 00 deg. 23 min. 20 sec. W, 78.40 feet along the Southerly East line of said Texas City
First Addition, to a set 5/8 inch iron rod for corner;
THENCE N 89 deg. 36 min. 40 sec. E, 1,405.01 feet along the South line of Blocks 36, 13 and 12, of
said Texas City First Addition, to a set 5/8 inch iron rod for corner;
THENCE N 00 deg. 26 min. 50 sec. W, 1,867.69 feet along the East right-of-way line of Bay Street
(100’ wide) to the POINT OF BEGINNING and containing 237.0539 acres of land, more or less.
TRACT 87:
A survey of a 0.0871 acre tract of land out of the Xxxx Xxxxx Survey X-00, Xxxxx Xxxx, Xxxxxxxxx
Xxxxxx, Xxxxx and being more particularly described by metes and bounds as follows:
COMMENCING at a point on the centerline of Texas Avenue, in the City of Texas City, said point
being 41.00 feet East of the West line of Bay Street;
THENCE South 00 deg. 23 min. 20 sec. East, a distance of 2,851.30 feet to a point for corner;
THENCE South 35 deg. 20 min. 20 sec. West, a distance of 315.35 feet to a point for corner, said
corner being the Southeast corner of Sterling Chemicals (formerly Monsanto Company);
THENCE South 89 deg. 05 min. 40 sec. West, along the South line of said Sterling Chemicals, same
being a common line of a 0.0804 acre tract (for a Corp of Engineer’s Easement) and a common line of
a 3.3175 acre tract (Tract “A”, Monsanto Company) a distance of 627.11 feet to a Brass Disc set for
corner and the POINT OF BEGINNING for the herein described tract;
THENCE South 54 deg. 14 min. 10 sec. West, at a distance of 25.60 feet pass a 5/8 inch iron rod set
for reference, in all a distance of 75.60 feet to a P.K. nail set for corner;
THENCE North 35 deg. 45 min. 50 sec. West, a distance of 50.00 feet to a P.K. nail set for corner;
-22-
THENCE North 54 deg. 14 min. 10 sec. East, a distance of 50.00 feet to a 5/8 inch iron rod set for
corner;
THENCE North 89 deg. 05 min. 40 sec. East, a distance of 49.65 feet to Brass Disc set for corner on
the property line of said Sterling Chemicals, same being a common line with said 3.3175 acre tract;
THENCE South 00 deg. 45 min. 50 sec. East, a distance of 26.40 feet to the PLACE OF BEGINNING.
-23-
EXHIBIT A
Part II
Property Description
TRACT 1
Lots One (1) and (2), both in Block Five (5), Texas City First Division, in Galveston County,
Texas, according to the map or plat thereof, recorded in Volume 113, Page 26, in the Office of the
County Clerk of Galveston County, Texas.
TRACT 2
Lots Three (3) and Four (4), both in Block Five (5), Texas City First Division, in Galveston
County, Texas, according to the map or plat thereof, recorded in Volume 113, Page 26, in the Office
of the County Clerk of Galveston County, Texas.
TRACT 3
Lots Five (5) and Six (6), both in Block Five (5), Texas City First Division, in Galveston County,
Texas, according to the map or plat thereof, recorded in Volume 113, Page 26, in the Office of the
County Clerk of Galveston County, Texas.
XXXXX 0
Xxx Xxxxx (0), Xxxxx Xxxx (0), Xxxxx Xxxx First Division, in Galveston County, Texas, according to
the map or plat thereof, recorded in Volume 113, Page 26, in the Office of the County Clerk of
Galveston County, Texas.
TRACT 5
Lots Eight (8) and Nine (9), both in Block Five (5), Texas City First Division, in Galveston
County, Texas, according to the map or plat thereof, recorded in Volume 113, Page 26, in the Office
of the County Clerk of Galveston County, Texas.
XXXXX 0
Xxx Xxx (00), Xxxxx Xxxx (0), Xxxxx Xxxx First Division, in Galveston County, Texas, according to
the map or plat thereof, recorded in Volume 113, Page 26, in the Office of the County Clerk of
Galveston County, Texas.
-24-
XXXXX 0
Xxxx Xxxxxx (12), Thirteen (13) and Fourteen (14), all in Block Five (5), Texas City First
Division, in Galveston County, Texas, according to the map or plat thereof, recorded in Volume 113,
Page 26, in the Office of the County Clerk of Galveston County, Texas.
TRACT 8
Lots Fifteen (15) and Sixteen (16), both in Block Five (5), Texas City First Division, in Galveston
County, Texas, according to the map or plat thereof, recorded in Volume 113, Page 26, in the Office
of the County Clerk of Galveston County, Texas.
TRACT 9
Lots One (1) and Two (2), both in Block Six (6), Texas City First Division, in Galveston County,
Texas, according to the map or plat thereof, recorded in Volume 113, Page 26, in the Office of the
County Clerk of Galveston County, Texas.
TRACT 10
Lots Three (3) and Four (4), both in Block Six (6), Texas City First Division, in Galveston County,
Texas, according to the map or plat thereof, recorded in Volume 113, Page 26, in the Office of the
County Clerk of Galveston County, Texas.
TRACT 11
Lots Five (5) and Six (6), both in Block Six (6), Texas City First Division, in Galveston County,
Texas, according to the map or plat thereof, recorded in Volume 113, Page 26, in the Office of the
County Clerk of Galveston County, Texas.
XXXXX 00
Xxxx Xxx (00) and Eleven (11), both in Block Six (6), Texas City First Division, in Galveston
County, Texas, according to the map or plat thereof, recorded in Volume 113, Page 26, in the Office
of the County Clerk of Galveston County, Texas.
TRACT 13
Lots One (1), Two (2) and Three (3), all in Block Seven (7), Texas City First Division, in
Galveston County, Texas, according to the map or plat thereof, recorded in Volume 113, Page 26, in
the Office of the County Clerk of Galveston County, Texas.
-25-
TRACT 14
Lots Five (5) and Six (6), both in Block Seven (7), Texas City First Division, in Galveston County,
Texas, according to the map or plat thereof, recorded in Volume 113, Page 26, in the Office of the
County Clerk of Galveston County, Texas.
TRACT 15
Lots Seven (7) and Eight (8), both in Block Seven (7), Texas City First Division, in Galveston
County, Texas, according to the map or plat thereof, recorded in Volume 113, Page 26, in the Office
of the County Clerk of Galveston County, Texas.
TRACT 16
Lots Nine (9) and Ten (10), both in Block Seven (7), Texas City First Division, in Galveston
County, Texas, according to the map or plat thereof, recorded in Volume 113, Page 26, in the Office
of the County Clerk of Galveston County, Texas.
XXXXX 00
Xxx Xxxxxx (11), Block Seven (7), Texas City First Division, in Galveston County, Texas, according
to the map or plat thereof, recorded in Volume 113, Page 26, in the Office of the County Clerk of
Galveston County, Texas.
XXXXX 00
Xxxx Xxxxxx (12) and Thirteen (13), both in Block Seven (7), Texas City First Division, in
Galveston County, Texas, according to the map or plat thereof, recorded in Volume 113, Page 26, in
the Office of the County Clerk of Galveston County, Texas.
XXXXX 00
Xxx Xxxxxxxx (00), Xxxxx Xxxxx (0), Xxxxx Xxxx First Division, in Galveston County, Texas,
according to the map or plat thereof, recorded in Volume 113, Page 26, in the Office of the County
Clerk of Galveston County, Texas.
TRACT 20
Lots Three (3) and Four (4), both in Block Eight (8), Texas City First Division, in Galveston
County, Texas, according to the map or plat thereof, recorded in Volume 113, Page 26, in the Office
of the County Clerk of Galveston County, Texas.
-26-
TRACT 21
Lots Five (5) and Six (6), both in Block Eight (8), Texas City First Division, in Galveston County,
Texas, according to the map or plat thereof, recorded in Volume 113, Page 26, in the Office of the
County Clerk of Galveston County, Texas.
TRACT 22
Lots Seven (7) and Eight (8), both in Block Eight (8), Texas City First Division, in Galveston
County, Texas, according to the map or plat thereof, recorded in Volume 113, Page 26, in the Office
of the County Clerk of Galveston County, Texas.
TRACT 23
Lots Nine (9) and Ten (10), both in Block Eight (8), Texas City First Division, in Galveston
County, Texas, according to the map or plat thereof, recorded in Volume 113, Page 26, in the Office
of the County Clerk of Galveston County, Texas.
TRACT 24
Lots Eleven (11) and Twelve (12), both in Block Eight (8), Texas City First Division, in Galveston
County, Texas, according to the map or plat thereof, recorded in Volume 113, Page 26, in the Office
of the County Clerk of Galveston County, Texas.
TRACT 25
Lot Fifteen (15), Block Eight (8), Texas City First Division, in Galveston County, Texas, according
to the map or plat thereof, recorded in Volume 113, Page 26, in the Office of the County Clerk of
Galveston County, Texas.
XXXXX 00
Xxx Xxxxxxx (00), Xxxxx Xxxxx (0), Xxxxx Xxxx First Division, in Galveston County, Texas,
according to the map or plat thereof, recorded in Volume 113, Page 26, in the Office of the County
Clerk of Galveston County, Texas.
TRACT 27
Lots One (1) and Two (2), both in Block Nine (9), Texas City First Division, in Galveston County,
Texas, according to the map or plat thereof, recorded in Volume 113, Page 26, in the Office of the
County Clerk of Galveston County, Texas.
-27-
TRACT 28
Lots Five (5) and Six (6), both in Block Nine (9), Texas City First Division, in Galveston County,
Texas, according to the map or plat thereof, recorded in Volume 113, Page 26, in the Office of the
County Clerk of Galveston County, Texas.
TRACT 29
Lots Fifteen (15) and Sixteen (16), both in Block Nine (9), Texas City First Division, in Galveston
County, Texas, according to the map or plat thereof, recorded in Volume 113, Page 26, in the Office
of the County Clerk of Galveston County, Texas.
TRACT 30
The North one-half ( 1/2 ) of Lots One (1) and Two (2), and all of Lots Three (3) and Four (4), all
in Block Fourteen (14), Texas City First Division, in Galveston County, Texas, according to the map
or plat thereof, recorded in Volume 113, Page 26, in the Office of the County Clerk of Galveston
County, Texas.
TRACT 31
Lots Four (4) and Five (5) in Block Fifteen (15), Texas City First Division, in Galveston County,
Texas, according to the map or plat thereof, recorded in Volume 113, Page 26, in the Office of the
County Clerk of Galveston County, Texas.
TRACT 32
Lots Eight (8), Nine (9) and Ten (10), all in Block Fifteen (15), Texas City First Division, in
Galveston County, Texas, according to the map or plat thereof, recorded in Volume 113, Page 26, in
the Office of the County Clerk of Galveston County, Texas.
XXXXX 00
Xxx Xxxxxx (11), Block Fifteen (15), Texas City First Division, in Galveston County, Texas,
according to the map or plat thereof, recorded in Volume 113, Page 26, in the Office of the County
Clerk of Galveston County, Texas.
XXXXX 00
Xxx Xxxxxx (12), Block Fifteen (15), Texas City First Division, in Galveston County, Texas,
according to the map or plat thereof, recorded in Volume 113, Page 26, in the Office of the County
Clerk of Galveston County, Texas.
-28-
TRACT 35
Lots Thirteen (13) and Fourteen (14), both in Block Fifteen (15), Texas City First Division, in
Galveston County, Texas, according to the map or plat thereof, recorded in Volume 113, Page 26, in
the Office of the County Clerk of Galveston County, Texas.
TRACT 36
Lots Fifteen (15) and Sixteen (16), both in Block Fifteen (15), Texas City First Division, in
Galveston County, Texas, according to the map or plat thereof, recorded in Volume 113, Page 26, in
the Office of the County Clerk of Galveston County, Texas.
TRACT 37
Lots Four (4) and Five (5), both in Block Sixteen (16), Texas City First Division, in Galveston
County, Texas, according to the map or plat thereof, recorded in Volume 113, Page 26, in the Office
of the County Clerk of Galveston County, Texas.
TRACT 38
Lot Seven (7), and the West one-half ( 1/2 ) of Lot Eight (8), both in Block Sixteen (16), Texas City
First Division, in Galveston County, Texas, according to the map or plat thereof, recorded in
Volume 113, Page 26, in the Office of the County Clerk of Galveston County, Texas.
TRACT 39
The East one-half ( 1/2 ) of Lot Eight (8), and all of Lots Nine (9) and Ten (10), all in Block
Sixteen (16), Texas City First Division, in Galveston County, Texas, according to the map or plat
thereof, recorded in Volume 113, Page 26, in the Office of the County Clerk of Galveston County,
Texas.
XXXXX 00
Xxx Xxxxxx (12), Block Sixteen (16), Texas City First Division, in Galveston County, Texas,
according to the map or plat thereof, recorded in Volume 113, Page 26, in the Office of the County
Clerk of Galveston County, Texas.
XXXXX 00
Xxx Xxxxxxxx (00), Xxxxx Sixteen (16), Texas City First Division, in Galveston County, Texas,
according to the map or plat thereof, recorded in Volume 113, Page 26, in the Office of the County
Clerk of Galveston County, Texas.
-29-
TRACT 42
Lots One (1), Two (2), Three (3) and Four (4), all in Block Seventeen (17), Texas City First
Division, in Galveston County, Texas, according to the map or plat thereof, recorded in Volume 113,
Page 26, in the Office of the County Clerk of Galveston County, Texas.
TRACT 43
Lots Five (5) and Six (6), both in Block Seventeen (17), Texas City First Division, in Galveston
County, Texas, according to the map or plat thereof, recorded in Volume 113, Page 26, in the Office
of the County Clerk of Galveston County, Texas.
TRACT 44
Lots Seven (7), Eight (8), Nine (9) and Ten (10), all in Block Seventeen (17), Texas City First
Division, in Galveston County, Texas, according to the map or plat thereof, recorded in Volume 113,
Page 26, in the Office of the County Clerk of Galveston County, Texas.
XXXXX 00
Xxx Xxxxxx (12), Block Seventeen (17), Texas City First Division, in Galveston County, Texas,
according to the map or plat thereof, recorded in Volume 113, Page 26, in the Office of the County
Clerk of Galveston County, Texas.
TRACT 46
Lots Five (5), Six (6), Seven (7), Eight (8), Nine (9) and Ten (10), all in Block Eighteen (18),
Texas City First Division, in Galveston County, Texas, according to the map or plat thereof,
recorded in Volume 113, Page 26, in the Office of the County Clerk of Galveston County, Texas.
[TRACTS 47 — 50 INTENTIONALLY DELETED]
TRACT 51
-30-
The South one-third (1/3) of Lots Thirteen (13), Fourteen (14), Fifteen (15), and Sixteen (16), all
in Block Thirty (30), Texas City First Division, in Galveston County, Texas, according to the map
or plat thereof, recorded in Volume 113, Page 26, in the Office of the County Clerk of Galveston
County, Texas.
TRACT 52
Lots Five (5) and Six (6), both in Block Thirty-Two (32), Texas City First Division, in Galveston
County, Texas, according to the map or plat thereof, recorded in Volume 113, Page 26, in the Office
of the County Clerk of Galveston County, Texas.
TRACT 53
Lots Seven (7) and Eight (8), both in Block Thirty-Two (32), Texas City First Division, in
Galveston County, Texas, according to the map or plat thereof, recorded in Volume 113, Page 26, in
the Office of the County Clerk of Galveston County, Texas.
TRACT 54
Lots Nine (9) and Ten (10), both in Block Thirty-Two (32), Texas City First Division, in Galveston
County, Texas, according to the map or plat thereof, recorded in Volume 113, Page 26, in the Office
of the County Clerk of Galveston County, Texas.
TRACT 55
Lots One (1), Two (2), Three (3) and Four (4), all in Block Thirty-Three (33), Texas City First
Division, in Galveston County, Texas, according to the map or plat thereof, recorded in Volume 113,
Page 26, in the Office of the County Clerk of Galveston County, Texas.
TRACT 56
Lots Seven (7) and Eight (8), both in Block Thirty-Three (33), Texas City First Division, in
Galveston County, Texas, according to the map or plat thereof, recorded in Volume 113, Page 26, in
the Office of the County Clerk of Galveston County, Texas.
XXXXX 00
Xxx Xxxx (0), Xxxxx Xxxxxx-Xxxxx (33), Texas City First Division, in Galveston County, Texas,
according to the map or plat thereof, recorded in Volume 113, Page 26, in the Office of the County
Clerk of Galveston County, Texas.
-31-
TRACT 58
Lot Ten (10), Block Thirty-Three (33), Texas City First Division, in Galveston County, Texas,
according to the map or plat thereof, recorded in Volume 113, Page 26, in the Office of the County
Clerk of Galveston County, Texas.
XXXXX 00
Xxx Xxxxxx (11), Block Thirty-Three (33), Texas City First Division, in Galveston County, Texas,
according to the map or plat thereof, recorded in Volume 113, Page 26, in the Office of the County
Clerk of Galveston County, Texas.
TRACT 60
Lots Thirteen (13) and Fourteen (14), both in Block Thirty-Three (33), Texas City First Division,
in Galveston County, Texas, according to the map or plat thereof, recorded in Volume 113, Page 26,
in the Office of the County Clerk of Galveston County, Texas.
TRACT 61
Lots Fifteen (15) and Sixteen (16), both in Block Thirty-Three (33), Texas City First Division, in
Galveston County, Texas, according to the map or plat thereof, recorded in Volume 113, Page 26, in
the Office of the County Clerk of Galveston County, Texas.
TRACT 62
Lots Six (6) and Seven (7), both in Block Thirty-Four (34), Texas City First Division, in Galveston
County, Texas, according to the map or plat thereof, recorded in Volume 113, Page 26, in the Office
of the County Clerk of Galveston County, Texas.
TRACT 63
Lot Eight, Block Thirty-Four (34), Texas City First Division, in Galveston County, Texas, according
to the map or plat thereof, recorded in Volume 113, Page 26, in the Office of the County Clerk of
Galveston County, Texas.
TRACT 64
An undivided one-half ( 1/2 ) interest in lots One (1) and Two (2), both in Block Thirty-Five (35),
Texas City First Division, in Galveston County, Texas, according to the map or plat thereof,
recorded in Volume 113, Page 26, in the Office of the County Clerk of Galveston County, Texas.
-32-
TRACT 65
Lots Fifteen (15) and Sixteen (16), both in Block Thirty-Five (35), Texas City First Division, in
Galveston County, Texas, according to the map or plat thereof, recorded in Volume 113, Page 26, in
the Office of the County Clerk of Galveston County, Texas.
TRACT 66
Lots One (1) and Two (2), both in Block Forty-One (41), Texas City First Division, in Galveston
County, Texas, according to the map or plat thereof, recorded in Volume 113, Page 26, in the Office
of the County Clerk of Galveston County, Texas.
XXXXX 00
Xxx Xxx (0), Xxxxx Xxxxx-Xxx (41), Texas City First Division, in Galveston County, Texas, according
to the map or plat thereof, recorded in Volume 113, Page 26, in the Office of the County Clerk of
Galveston County, Texas.
TRACT 68
Lots Nine (9) and Ten (10), both in Block Forty-One (41), Texas City First Division, in Galveston
County, Texas, according to the map or plat thereof, recorded in Volume 113, Page 26, in the Office
of the County Clerk of Galveston County, Texas.
TRACT 69
Lots One (1), Two (2), Three (3) and Four (4), all in Block Forty-Two (42), Texas City First
Division, in Galveston County, Texas, according to the map or plat thereof, recorded in Volume 113,
Page 26, in the Office of the County Clerk of Galveston County, Texas.
XXXXX 00
Xxx Xxxx (0), Xxxxx Xxxxx-Xxx (42), Texas City First Division, in Galveston County, Texas,
according to the map or plat thereof, recorded in Volume 113, Page 26, in the Office of the County
Clerk of Galveston County, Texas.
XXXXX 00
Xxx Xxxx (0), Xxxxx Xxxxx-Xxx (42), Texas City First Division, in Galveston County, Texas,
according to the map or plat thereof, recorded in Volume 113, Page 26, in the Office of the County
Clerk of Galveston County, Texas.
-33-
TRACT 72
Lot Ten (10), Block Forty-Two (42), Texas City First Division, in Galveston County, Texas,
according to the map or plat thereof, recorded in Volume 113, Page 26, in the Office of the County
Clerk of Galveston County, Texas.
TRACT 73
Lots Eleven (11) and Twelve (12), both in Block Forty-Two (42), Texas City First Division, in
Galveston County, Texas, according to the map or plat thereof, recorded in Volume 113, Page 26, in
the Office of the County Clerk of Galveston County, Texas.
TRACT 74
Lots Fifteen (15) and Sixteen (16), both in Block Forty-Two (42), Texas City First Division, in
Galveston County, Texas, according to the map or plat thereof, recorded in Volume 113, Page 26, in
the Office of the County Clerk of Galveston County, Texas.
TRACT 75
Lots One (1) and Two (2), both in Block Forty-Three (43), Texas City First Division, in Galveston
County, Texas, according to the map or plat thereof, recorded in Volume 113, Page 26, in the Office
of the County Clerk of Galveston County, Texas.
TRACT 76
Lots Six (6), Seven (7) and Eight (8), all in Block Forty-Three (43), Texas City First Division, in
Galveston County, Texas, according to the map or plat thereof, recorded in Volume 113, Page 26, in
the Office of the County Clerk of Galveston County, Texas.
XXXXX 00
Xxx Xxxx (0), Xxxxx Xxxxx-Xxxxx (43), Texas City First Division, in Galveston County, Texas,
according to the map or plat thereof, recorded in Volume 113, Page 26, in the Office of the County
Clerk of Galveston County, Texas.
XXXXX 00
Xxx Xxx (00), Xxxxx Xxxxx-Xxxxx (43), Texas City First Division, in Galveston County, Texas,
according to the map or plat thereof, recorded in Volume 113, Page 26, in the Office of the County
Clerk of Galveston County, Texas.
-34-
TRACT 79
Lots Fourteen (14), Fifteen (15) and Sixteen (16), all in Block Forty-Three (43), Texas City First
Division, in Galveston County, Texas, according to the map or plat thereof, recorded in Volume 113,
Page 26, in the Office of the County Clerk of Galveston County, Texas.
TRACT 80
Lots One (1) and Two (2), both in Block Forty-Four (44), Texas City First Division, in Galveston
County, Texas, according to the map or plat thereof, recorded in Volume 113, Page 26, in the Office
of the County Clerk of Galveston County, Texas.
TRACT 81
Lots Three (3) and Four (4), both in Block Forty-Four (44), Texas City First Division, in Galveston
County, Texas, according to the map or plat thereof, recorded in Volume 113, Page 26, in the Office
of the County Clerk of Galveston County, Texas.
XXXXX 00
Xxx Xxxx (0), Xxxxx Forty-Four (44), Texas City First Division, in Galveston County, Texas,
according to the map or plat thereof, recorded in Volume 113, Page 26, in the Office of the County
Clerk of Galveston County, Texas.
TRACT 83
Lots Six (6), Fifteen (15) and Sixteen (16), all in Block Forty-Four (44), Texas City First
Division, in Galveston County, Texas, according to the map or plat thereof, recorded in Volume 113,
Page 26, in the Office of the County Clerk of Galveston County, Texas.
XXXXX 00
Xxx Xxxxx (0), Xxxxx Forty-Four (44), Texas City First Division, in Galveston County, Texas,
according to the map or plat thereof, recorded in Volume 113, Page 26, in the Office of the County
Clerk of Galveston County, Texas.
XXXXX 00
Xxx Xxxxx (0), Xxxxx Forty-Four (44), Texas City First Division, in Galveston County, Texas,
according to the map or plat thereof, recorded in Volume 113, Page 26, in the Office of the County
Clerk of Galveston County, Texas.
-35-
TRACT 86
Lot Nine (9), Block Forty-Four (44), Texas City First Division, in Galveston County, Texas,
according to the map or plat thereof, recorded in Volume 113, Page 26, in the Office of the County
Clerk of Galveston County, Texas.
XXXXX 00
Xxxx Xxx (00) and Eleven (11), both in Block Forty-Four (44), Texas City First Division, in
Galveston County, Texas, according to the map or plat thereof, recorded in Volume 113, Page 26, in
the Office of the County Clerk of Galveston County, Texas.
XXXXX 00
Xxxx Xxxxxx (11), Twelve (12), Thirteen (13) and Fourteen (14), all in Block Forty-Four (44), Texas
City First Division, in Galveston County, Texas, according to the map or plat thereof, recorded in
Volume 113, Page 26, in the Office of the County Clerk of Galveston County, Texas.
TRACT 89
Lots Thirteen (13), Fourteen (14), Fifteen (15) and Sixteen (16), all in Block Sixty-One (61),
Texas City First Division, in Galveston County, Texas, according to the map or plat thereof,
recorded in Volume 113, Page 26, in the Office of the County Clerk of Galveston County, Texas.
TRACT 90
Lots One (1) and Two (2), both in Block Sixty-Three (63), Texas City First Division, in Galveston
County, Texas, according to the map or plat thereof, recorded in Volume 113, Page 26, in the Office
of the County Clerk of Galveston County, Texas.
TRACT 91
Lots Three (3) and Four (4), both in Block Sixty-Three (63), Texas City First Division, in
Galveston County, Texas, according to the map or plat thereof, recorded in Volume 113, Page 26, in
the Office of the County Clerk of Galveston County, Texas.
XXXXX 00
Xxx Xxxx (0), Xxxxx Xxxxx-Xxxxx (63), Texas City First Division, in Galveston County, Texas,
according to the map or plat thereof, recorded in Volume 113, Page 26, in the Office of the County
Clerk of Galveston County, Texas.
-36-
TRACT 93
Lots Six (6) and Seven (7), both in Block Sixty-Three (63), Texas City First Division, in Galveston
County, Texas, according to the map or plat thereof, recorded in Volume 113, Page 26, in the Office
of the County Clerk of Galveston County, Texas.
XXXXX 00
Xxx Xxxxxx (12), Block Sixty-Three (63), Texas City First Division, in Galveston County, Texas,
according to the map or plat thereof, recorded in Volume 113, Page 26, in the Office of the County
Clerk of Galveston County, Texas.
TRACT 95
Lots Thirteen (13) and the North fifteen feet (15’) of Lot Fourteen (14), both in Block Sixty-Three
(63), Texas City First Division, in Galveston County, Texas, according to the map or plat thereof,
recorded in Volume 113, Page 26, in the Office of the County Clerk of Galveston County, Texas.
TRACT 96
The South ten feet (10’) of Lot Fourteen (14), and all of Lots Fifteen (15) and Sixteen (16), all
in Block Sixty-Three (63), Texas City First Division, in Galveston County, Texas, according to the
map or plat thereof, recorded in Volume 113, Page 26, in the Office of the County Clerk of
Galveston County, Texas.
TRACT 97
Lots One (1) and Two (2), both in Block Sixty-Four (64), Texas City First Division, in Galveston
County, Texas, according to the map or plat thereof, recorded in Volume 113, Page 26, in the Office
of the County Clerk of Galveston County, Texas.
TRACT 98
Lots Five (5) and Six (6), both in Block Sixty-Four (64), Texas City First Division, in Galveston
County, Texas, according to the map or plat thereof, recorded in Volume 113, Page 26, in the Office
of the County Clerk of Galveston County, Texas.
TRACT 99
An undivided one-half ( 1/2 ) interest in and to Lots Seven (7), Eight (8) and Nine (9), all in Block
Sixty-Four (64), Texas City First Division, in Galveston County, Texas, according to the map or
plat thereof, recorded in Volume 113, Page 26, in the Office of the County Clerk of Galveston
County, Texas.
-37-
TRACT 100
Lots Ten (10) and Eleven (11), both in Block Sixty-Four (64), Texas City First Division, in
Galveston County, Texas, according to the map or plat thereof, recorded in Volume 113, Page 26, in
the Office of the County Clerk of Galveston County, Texas.
XXXXX 000
Xxx Xxxxxx (12), Block Sixty-Four (64), Texas City First Division, in Galveston County, Texas,
according to the map or plat thereof, recorded in Volume 113, Page 26, in the Office of the County
Clerk of Galveston County, Texas.
TRACT 102
Lots Thirteen (13) and Fourteen (14), both in Block Sixty-Four (64), Texas City First Division, in
Galveston County, Texas, according to the map or plat thereof, recorded in Volume 113, Page 26, in
the Office of the County Clerk of Galveston County, Texas.
TRACT 103
Lots Fifteen (15) and Sixteen (16), both in Block Sixty-Four (64), Texas City First Division, in
Galveston County, Texas, according to the map or plat thereof, recorded in Volume 113, Page 26, in
the Office of the County Clerk of Galveston County, Texas.
TRACT 104
Lots One (1), Two (2) and Three (3), all in Block Sixty-Five (65), Texas City First Division, in
Galveston County, Texas, according to the map or plat thereof, recorded in Volume 113, Page 26, in
the Office of the County Clerk of Galveston County, Texas.
XXXXX 000
Xxx Xxxx (0), Xxxxx Sixty-Five (65), Texas City First Division, in Galveston County, Texas,
according to the map or plat thereof, recorded in Volume 113, Page 26, in the Office of the County
Clerk of Galveston County, Texas.
TRACT 106
Lots Five (5) and Six (6), both in Block Sixty-Five (65), Texas City First Division, in Galveston
County, Texas, according to the map or plat thereof, recorded in Volume 113, Page 26, in the Office
of the County Clerk of Galveston County, Texas.
-38-
TRACT 107
Lots Seven (7) and Eight (8), both in Block Sixty-Five (65), Texas City First Division, in
Galveston County, Texas, according to the map or plat thereof, recorded in Volume 113, Page 26, in
the Office of the County Clerk of Galveston County, Texas.
TRACT 108
Lots Nine (9) and Ten (10), both in Block Sixty-Five (65), Texas City First Division, in Galveston
County, Texas, according to the map or plat thereof, recorded in Volume 113, Page 26, in the Office
of the County Clerk of Galveston County, Texas.
TRACT 109
Lots Thirteen (13) and Fourteen (14), both in Block Sixty-Five (65), Texas City First Division, in
Galveston County, Texas, according to the map or plat thereof, recorded in Volume 113, Page 26, in
the Office of the County Clerk of Galveston County, Texas.
TRACT 110
Lots Fifteen (15) and Sixteen (16), both in Block Sixty-Five (65), Texas City First Division, in
Galveston County, Texas, according to the map or plat thereof, recorded in Volume 113, Page 26, in
the Office of the County Clerk of Galveston County, Texas.
TRACT 111
Lots One (1), Two (2) and Three (3), all in Block Sixty-Six (66), Texas City First Division, in
Galveston County, Texas, according to the map or plat thereof, recorded in Volume 113, Page 26, in
the Office of the County Clerk of Galveston County, Texas.
TRACT 112
Lots Six (6), Seven (7) and Eight (8), all in Block Sixty-Six (66), Texas City First Division, in
Galveston County, Texas, according to the map or plat thereof, recorded in Volume 113, Page 26, in
the Office of the County Clerk of Galveston County, Texas.
TRACT 113
Lots Nine (9) and Ten (10), both in Block Sixty-Six (66), Texas City First Division, in Galveston
County, Texas, according to the map or plat thereof, recorded in Volume 113, Page 26, in the Office
of the County Clerk of Galveston County, Texas.
-39-
TRACT 114
Lots Eleven (11) and Twelve (12), both in Block Sixty-Six (66), Texas City First Division, in
Galveston County, Texas, according to the map or plat thereof, recorded in Volume 113, Page 26, in
the Office of the County Clerk of Galveston County, Texas.
TRACT 115
Lots Thirteen (13) and Fourteen (14), both in Block Sixty-Six (66), Texas City First Division, in
Galveston County, Texas, according to the map or plat thereof, recorded in Volume 113, Page 26, in
the Office of the County Clerk of Galveston County, Texas.
TRACT 116
Lots Fifteen (15) and Sixteen (16), both in Block Sixty-Six (66), Texas City First Division, in
Galveston County, Texas, according to the map or plat thereof, recorded in Volume 113, Page 26, in
the Office of the County Clerk of Galveston County, Texas.
TRACT 117
Lots One (1), Two (2) and Three (3), all in Block Sixty-Seven (67), Texas City First Division, in
Galveston County, Texas, according to the map or plat thereof, recorded in Volume 113, Page 26, in
the Office of the County Clerk of Galveston County, Texas.
TRACT 118
Lots Six (6) and Seven (7), all in Block Sixty-Seven (67), Texas City First Division, in Galveston
County, Texas, according to the map or plat thereof, recorded in Volume 113, Page 26, in the Office
of the County Clerk of Galveston County, Texas.
TRACT 119
Lots Eight (8) and Nine (9), both in Block Sixty-Seven (67), Texas City First Division, in
Galveston County, Texas, according to the map or plat thereof, recorded in Volume 113, Page 26, in
the Office of the County Clerk of Galveston County, Texas.
XXXXX 000
Xxxx Xxx (00), Xxxxxx (11) and Twelve (12), all in Block Sixty-Seven (67), Texas City First
Division, in Galveston County, Texas, according to the map or plat thereof, recorded in Volume 113,
Page 26, in the Office of the County Clerk of Galveston County, Texas.
-40-
TRACT 121
Lots Thirteen (13) and Fourteen (14), both in Block Sixty-Seven (67), Texas City First Division, in
Galveston County, Texas, according to the map or plat thereof, recorded in Volume 113, Page 26, in
the Office of the County Clerk of Galveston County, Texas.
TRACT 122
Lots Fifteen (15) and Sixteen (16), both in Block Sixty-Seven (67), Texas City First Division, in
Galveston County, Texas, according to the map or plat thereof, recorded in Volume 113, Page 26, in
the Office of the County Clerk of Galveston County, Texas.
TRACT 123
Lots One (1), Two (2), Three (3) and Four (4), all in Block Sixty-Eight (68), Texas City First
Division, in Galveston County, Texas, according to the map or plat thereof, recorded in Volume 113,
Page 26, in the Office of the County Clerk of Galveston County, Texas.
TRACT 124
Lots Six (6) and Seven (7), both in Block Sixty-Eight (68), Texas City First Division, in Galveston
County, Texas, according to the map or plat thereof, recorded in Volume 113, Page 26, in the Office
of the County Clerk of Galveston County, Texas.
XXXXX 000
Xxx Xxxxx (0), Xxxxx Xxxxx-Xxxxx (68), Texas City First Division, in Galveston County, Texas,
according to the map or plat thereof, recorded in Volume 113, Page 26, in the Office of the County
Clerk of Galveston County, Texas.
TRACT 126
Lot Nine (9), Block Sixty-Eight (68), Texas City First Division, in Galveston County, Texas,
according to the map or plat thereof, recorded in Volume 113, Page 26, in the Office of the County
Clerk of Galveston County, Texas.
TRACT 127
Lots Ten (10), Thirteen (13) and Fourteen (14), all in Block Sixty-Eight (68), Texas City First
Division, in Galveston County, Texas, according to the map or plat thereof, recorded in Volume 113,
Page 26, in the Office of the County Clerk of Galveston County, Texas.
-41-
TRACT 128
Lots Eleven (11) and Twelve (12), both in Block Sixty-Eight (68), Texas City First Division, in
Galveston County, Texas, according to the map or plat thereof, recorded in Volume 113, Page 26, in
the Office of the County Clerk of Galveston County, Texas.
TRACT 129
Lots Fifteen (15) and Sixteen (16), both in Block Sixty-Eight (68), Texas City First Division, in
Galveston County, Texas, according to the map or plat thereof, recorded in Volume 113, Page 26, in
the Office of the County Clerk of Galveston County, Texas.
TRACT 130
Lots Nine (9) and Ten (10), both in Block Sixty-Nine (69), Texas City First Division, in Galveston
County, Texas, according to the map or plat thereof, recorded in Volume 113, Page 26, in the Office
of the County Clerk of Galveston County, Texas.
TRACT 131
Lots One (1) and Two (2), both in Block Seventy-Nine (79), Texas City First Division, in Galveston
County, Texas, according to the map or plat thereof, recorded in Volume 113, Page 26, in the Office
of the County Clerk of Galveston County, Texas.
TRACT 132
Lots Five (5) and Six (6), both in Block Eighty-One (81), Texas City First Division, in Galveston
County, Texas, according to the map or plat thereof, recorded in Volume 113, Page 26, in the Office
of the County Clerk of Galveston County, Texas.
TRACT 133
Lots Seven (7) and Eight (8), both in Block Eighty-One (81), Texas City First Division, in
Galveston County, Texas, according to the map or plat thereof, recorded in Volume 113, Page 26, in
the Office of the County Clerk of Galveston County, Texas.
TRACT 134
Lots Nine (9), Ten (10) and Eleven (11), all in Block Eighty-One (81), Texas City First Division,
in Galveston County, Texas, according to the map or plat thereof, recorded in Volume 113, Page 26,
in the Office of the County Clerk of Galveston County, Texas.
-42-
TRACT 135
Lots Nine (9), Ten (10) and Eleven (11), in Block Nine (9), Texas City First Division, in Galveston
County, Texas, according to the map or plat thereof, recorded in Volume 113, Page 26, in the Office
of the County Clerk of Galveston County, Texas.
TRACT 136
Lots Three (3), Four (4) and Five (5), in Block Forty-Three (43), Texas City First Division, in
Galveston County, Texas, according to the map or plat thereof, recorded in Volume 113, Page 26, in
the Office of the County Clerk of Galveston County, Texas.
-43-
EXHIBIT A
Part III
Property Description
XXXXX 0
Xxx Xxxxxx (11), Block Five (5), Texas City First Division, in Galveston County, Texas, according
to the map or plat thereof, recorded in Volume 113, Page 26, in the Office of the County Clerk of
Galveston County, Texas.
TRACT 2
Lots Seven (7), Eight (8) and Nine (9), all in Block Six (6), Texas City First Division, in
Galveston County, Texas, according to the map or plat thereof, recorded in Volume 113, Page 26, in
the Office of the County Clerk of Galveston County, Texas.
XXXXX 0
Xxxx Xxxxxx (12) and Thirteen (13), and the South one-half ( 1/2 ) of Lot Fourteen (14), all in Block
Six (6), Texas City First Division, in Galveston County, Texas, according to the map or plat
thereof, recorded in Volume 113, Page 26, in the Office of the County Clerk of Galveston County,
Texas.
TRACT 4
Lots Three (3) and Four (4), both in Block Nine (9), Texas City First Division, in Galveston
County, Texas, according to the map or plat thereof, recorded in Volume 113, Page 26, in the Office
of the County Clerk of Galveston County, Texas.
XXXXX 0
Xxx Xxxxx (0), Xxxxx Nine (9), Texas City First Division, in Galveston County, Texas, according to
the map or plat thereof, recorded in Volume 113, Page 26, in the Office of the County Clerk of
Galveston County, Texas.
XXXXX 0
Xxx Xxx (0), Xxxxx Sixteen (16), Texas City First Division, in Galveston County, Texas, according
to the map or plat thereof, recorded in Volume 113, Page 26, in the Office of the County Clerk of
Galveston County, Texas.
-44-
TRACT 7
Lots Fifteen (15) and Sixteen (16), both in Block Seventeen (17), Texas City First Division, in
Galveston County, Texas, according to the map or plat thereof, recorded in Volume 113, Page 26, in
the Office of the County Clerk of Galveston County, Texas.
TRACT 8
Lot Four (4), in Block Twenty-Five (25), Texas City First Division, in Galveston County, Texas,
according to the map or plat thereof, recorded in Volume 113, Page 26, in the Office of the County
Clerk of Galveston County, Texas.
TRACT 9
Lots Three (3) and Four (4), both in Block Thirty-Two (32), Texas City First Division, in Galveston
County, Texas, according to the map or plat thereof, recorded in Volume 113, Page 26, in the Office
of the County Clerk of Galveston County, Texas.
TRACT 10
Lots Five (5) and Six (6), both in Block Thirty-Three (33), Texas City First Division, in Galveston
County, Texas, according to the map or plat thereof, recorded in Volume 113, Page 26, in the Office
of the County Clerk of Galveston County, Texas.
XXXXX 00
Xxx Xxxxxx (12), Block Thirty-Three (33), Texas City First Division, in Galveston County, Texas,
according to the map or plat thereof, recorded in Volume 113, Page 26, in the Office of the County
Clerk of Galveston County, Texas.
XXXXX 00
Xxx Xxxxxx (11), Block Forty-Three (43), Texas City First Division, in Galveston County, Texas,
according to the map or plat thereof, recorded in Volume 113, Page 26, in the Office of the County
Clerk of Galveston County, Texas.
XXXXX 00
Xxx Xxxxxx (12), Block Forty-Three (43), Texas City First Division, in Galveston County, Texas,
according to the map or plat thereof, recorded in Volume 113, Page 26, in the Office of the County
Clerk of Galveston County, Texas.
-45-
TRACT 14
Lot Thirteen (13), Block Forty-Three (43), Texas City First Division, in Galveston County, Texas,
according to the map or plat thereof, recorded in Volume 113, Page 26, in the Office of the County
Clerk of Galveston County, Texas.
TRACT 15
Lots Eight (8), Nine (9), Ten (10) and Eleven (11), all in Block Sixty-Three (63), Texas City First
Division, in Galveston County, Texas, according to the map or plat thereof, recorded in Volume 113,
Page 26, in the Office of the County Clerk of Galveston County, Texas.
XXXXX 00
Xxx Xxxxxx (11), in Block Sixty-Five (65), Texas City First Division, in Galveston County, Texas,
according to the map or plat thereof, recorded in Volume 113, Page 26, in the Office of the County
Clerk of Galveston County, Texas.
XXXXX 00
Xxx Xxxxxx (12), in Block Sixty-Five (65), Texas City First Division, in Galveston County, Texas,
according to the map or plat thereof, recorded in Volume 113, Page 26, in the Office of the County
Clerk of Galveston County, Texas.
TRACT 18
Lots Four (4) and Five (5), both in Block Sixty-Six (66), Texas City First Division, in Galveston
County, Texas, according to the map or plat thereof, recorded in Volume 113, Page 26, in the Office
of the County Clerk of Galveston County, Texas.
TRACT 19
Any and all claims, if any, which Grantor may have, of adverse possession and use to Xxx 0 xx Xxxxx
00 xx Xxxxx Xxxx First Division, a subdivision in Galveston County, Texas according to the map or
plat thereof recorded in Volume 113, Page 26, in the Office of the County Clerk of Galveston
County, Texas.
XXXXX 00
(x) Xxxx Xx. 00.
A six inch (6”) pipeline for the delivery of sludge for treatment from Monsanto’s “North 80” tract
but insofar and only insofar as said pipeline lies within the boundaries of the plant site.
-46-
(ii) Electric Power Line Right of Way dated April 20, 1971, to be effective from and after June 1,
1970, between Texas City Terminal Railway Company and Monsanto Company.
(iii) All rights and interests referred to or described in that certain Assignment of Lease, Right
of Way and Pipeline Easements and Xxxx of Sale from Monsanto Company to Sterling Chemicals, Inc.
dated as of August 1, 1986 recorded under Clerk’s File No. 8628666 in the Official Public Records
of Real Property of Galveston County, Texas.
-47-