EXHIBIT 10.16.1
SEVENTH RENEWAL AND EXTENSION AGREEMENT
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THE STATE OF TEXAS )
)
)
COUNTY OF XXXXXXXXXX )
This SEVENTH RENEWAL AND EXTENSION AGREEMENT (the "Seventh Renewal") is
executed this 7th day of February, 1996 (the "Execution Date"), but effective as
of December 1, 1995, by and between PLAZA CONSTRUCTION, INC. ("Maker"), a Texas
corporation, and XXXXXXXXXX REALTY INVESTORS ("Payee"), a Texas real estate
investment trust.
W I T N E S S E T H:
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WHEREAS, the Payee is the present legal owner and holder of that certain
Promissory Note (the "Original Note") dated November 29, 1982, in the original
principal sum of Twelve Million and No/100 Dollars ($12,000,000.00) executed by
River Pointe Venture I ("River Pointe"), a Texas joint venture, payable to the
order of Xxxxxxxxxx Realty, Inc. ("WRI"), a Texas corporation, payable as
therein provided, which Note is secured by (i) a Deed of Trust and Security
Agreement (the "Original Deed of Trust") dated November 29, 1982, executed by
River Pointe to Xxxxxx X. Xxx, Trustee, filed under Clerk's File No. 8254156 and
under Film Code Reference No. 000-00-0000 in the Real Property Records of
Xxxxxxxxxx County, Texas, covering and affecting certain property situated in
Xxxxxxxxxx County, Texas, more particularly described therein (the "Property"),
and (ii) any and all other liens, security instruments, and documents executed
by River Pointe and/or Maker, securing or governing the payment of the Original
Note including, but not limited to, that certain Loan Agreement ("Original Loan
Agreement") dated November 29, 1982 executed by WRI and River Pointe; and
WHEREAS, by that certain River Pointe Venture I Assignment of Interest and
Dissolution, dated October 16, 1987, filed on October 19, 1987, under Clerk's
File No. 8747284, in the Real Property Records of Xxxxxxxxxx County, Texas,
River Pointe was dissolved and Maker assumed all of the debts and obligations of
River Pointe, and obtained ownership of all of the assets of River Pointe,
including, but not limited to, the Property; and
WHEREAS, WRI assigned and conveyed all of its property, both real and
personal, to Payee, as evidenced by that certain Master Deed and General
Conveyance, by and between WRI and Payee, a counterpart of which was filed under
Clerk's File No. 8815730 and under Film Code Reference No. 000-00-0000, in the
Real Property Records of Xxxxxxxxxx County, Texas; and
WHEREAS, by instrument entitled Renewal and Extension Agreement (the "First
Renewal") entered into as of November 1, 1989, executed by Maker and Payee, the
Original Note, Original Deed of Trust, Original Loan Agreement, and all other
documents evidencing, governing, or securing the payment of the Note were
renewed and extended; and
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WHEREAS, by instrument entitled Second Renewal and Extension Agreement (the
"Second Renewal") dated March 12, 1991, but effective as of December 1, 1990,
filed on March 21, 1991, under Clerk's File No. 9111519 and under Film Code
Reference No. ###-##-#### in the Official Public Records of Real Property of
Xxxxxxxxxx County, Texas, Maker and Payee further modified and extended the
Original Note, Original Deed of Trust, Original Loan Agreement, and all other
documents evidencing, governing or securing payment of the Original Note; and
WHEREAS, by instrument entitled Third Renewal and Extension Agreement (the
"Third Renewal") dated February 28, 1992, but effective as of December 1, 1991,
filed on May 14, 1992, under Clerk's File No. 9222962, and under Film Code
Reference No. ###-##-#### in the Official Public Records of Real Property of
Xxxxxxxxxx County, Texas, Maker and Payee further modified and extended the
Original Note, Original Deed of Trust, Original Loan Agreement, and all other
documents evidencing, governing or securing payment of the Original Note; and
WHEREAS, by instrument entitled Fourth Renewal and Extension Agreement (the
"Fourth Renewal") dated February 19, 1993, but effective as of December 1, 1992,
Maker and Payee further modified and extended the Original Note, Original Deed
of Trust, Original Loan Agreement, and all other documents evidencing, governing
or securing payment of the Original Note; and
WHEREAS, by instrument entitled Fifth Renewal and Extension Agreement (the
"Fifth Renewal") dated March 9, 1994, but effective as of December 1, 1993,
filed on March 18, 1994 under Clerk's File No. 9415326 and under Film Code
Reference No. ###-##-#### in the Official Public Records of Real Property of
Xxxxxxxxxx County, Texas, Maker and Payee further modified and extended the
Original Note, Original Deed of Trust, Original Loan Agreement, and all other
documents evidencing, governing, or securing payment of the Original Note; and
WHEREAS, by instrument entitled Sixth Renewal and Extension Agreement (the
"Sixth Renewal") dated February 22, 1995, but effective as of December 1, 1994,
filed on March 1, 1995 under Clerk's File No. 09511049 and under Film Code
Reference No. 046-00-0785 in the Official Public Records of Real Property of
Xxxxxxxxxx County, Texas, Maker and Payee further modified and extended the
Original Note, Original Deed of Trust, Original Loan Agreement, and all other
documents evidencing, governing, or securing payment of the Original Note. The
Original Note, the Original Deed of Trust, and Original Loan Agreement, together
with any and all other liens, security interests, and documents evidencing,
securing or governing payment of the Original Note, as modified by the First
Renewal, Second Renewal, Third Renewal, Fourth Renewal, Fifth Renewal, and Sixth
Renewal are herein referred to as the "Note" and "Security Instruments,"
respectively; and
WHEREAS, Maker and Payee now propose to modify the Note in certain respects
and to continue the lien and priority of the Security Instruments as security
for the payment of the Note, as set forth more particularly herein.
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NOW, THEREFORE, in consideration of the mutual covenants and agreements
contained herein, and for other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the Maker and Payee hereby agree as
follows:
1. The Maker reaffirms its promise to pay to the order of the Payee, at
0000 Xxxxxxx Xxxxx Xxxxx, Xxxxx 000, Xxxxxxx, Xxxxx 00000, the principal balance
due and owing on the Note, with accrued interest thereon, as provided in the
Note, except that the maturity date of the Note is hereby amended and extended
until December 1, 1996, at which time the unpaid principal balance of the Note,
together with all accrued but unpaid interest, shall be due and payable.
All liens securing the Note, including, but not limited to, the lien
created by the Original Deed of Trust, are hereby renewed, extended and carried
forward to secure payment of the Note, as hereby amended, and the Original Deed
of Trust is hereby amended to reflect that the maturity date of the Note is
December 1, 1996. All other Security Instruments including, but not limited to,
the Original Loan Agreement, are likewise hereby modified and amended to reflect
the renewal and extension of the maturity date of the Note to December 1, 1996.
2. Maker hereby represents and warrants to Payee that (a) Maker is the
sole legal and beneficial owner of the Property; (b) Maker has the full power
and authority to make the agreements contained in this Seventh Renewal without
joinder and consent of any other party; and (c) the execution, delivery and
performance of this Seventh Renewal will not contravene or constitute an event
which itself or which with the passing of time or giving of notice or both would
constitute a default under any trust deed, deed of trust, loan agreement,
indenture or other agreement to which Maker is a party or by which Maker or any
of its property is bound. Maker hereby agrees to indemnify and hold harmless
Payee against any loss, claim, damage, liability or expense (including, without
limitation, attorneys' fees) incurred as a result of any representation or
warranty made by Maker in this Section 2 proving to be untrue in any material
respect.
3. To the extent that the Note is inconsistent with the terms of this
Seventh Renewal, the Note is hereby modified and amended. Except as modified,
renewed and extended by this Seventh Renewal, the Note and the Security
Instruments remain unchanged and continue unabated and in full force and effect
as the valid and binding obligation of the Maker.
4. In conjunction with the extension, renewal and modification of the Note
and the Security Instruments, Maker hereby extends and renews the liens,
security interests, and assignments created and granted in the Security
Instruments until the indebtedness secured thereby, as so extended, renewed and
modified, has been fully paid, and agrees that such extension, renewal and
modification shall in no manner affect or impair the Note, the liens or security
interests securing same, and that said liens, security interests, and
assignments shall not in any manner be waived. The purpose of this Seventh
Renewal is simply to extend the time of payment of the loan evidenced by the
Note and any indebtedness secured by the Security Instruments, as modified by
this Seventh Renewal, and to carry forward all liens and security interests
securing the same, which are acknowledged by Maker to be valid and subsisting.
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5. Maker covenants and warrants that the Payee is not in default under the
Note or Security Instruments, each as modified by this Seventh Renewal
(collectively referred to as the "Loan Instruments") that there are no defenses,
counterclaims or offsets to such Loan Instruments; and that all of the
provisions of the Loan Instruments, as amended hereby, are in full force and
effect.
6. Maker agrees to pay all costs incurred in connection with the execution
and consummation of this Seventh Renewal, including but not limited to, all
recording costs, the premium for an endorsement to the Mortgagee Policy of Title
Insurance insuring the validity and priority of the Original Deed of Trust in
form satisfactory to Payee, and the reasonable fees and expenses of Payee's
counsel.
7. If any covenant, condition, or provision herein contained is held to be
invalid by final judgment of any court of competent jurisdiction, the invalidity
of such covenant, condition, or provision shall not in any way affect any other
covenant, condition, or provision herein contained.
8. Payee is an unincorporated trust organized under the Texas Real Estate
Investment Trust Act. Neither the shareholders of Payee, nor its Trust
Managers, officers, employees, or other agents shall be personally, corporately,
or individually liable, in any manner whatsoever, for any debt, act, omission,
or obligation of Payee, and all persons having claims of any kind whatsoever
against Payee shall look solely to the property of Payee for the enforcement of
their rights (whether monetary or nonmonetary) against Payee.
EXECUTED this day and year first above written, but effective for all
purposes as of December 1, 1995.
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PLAZA CONSTRUCTION, INC.,
a Texas corporation
By: [SIGNATURE APPEARS HERE]
____________________________
Xxxxxxxx Xxxxxxxxx
President
"Maker"
XXXXXXXXXX REALTY INVESTORS, a
Texas real estate investment
trust
[SIGNATURE APPEARS HERE]
By: ____________________________
Xxxx Xxxxxxxxx, Jr.
Executive Vice President
"Payee"
THE STATE OF TEXAS )
)
)
COUNTY OF XXXXXX )
This instrument was acknowledged before me on this 8th day of February,
1996, by Xxxxxxxx Xxxxxxxxx, President of PLAZA CONSTRUCTION, INC., a Texas
corporation, on behalf of said corporation.
[SIGNATURE APPEARS HERE]
[SEAL APPEARS HERE] ____________________________
Notary Public, State of
Texas
THE STATE OF TEXAS )
)
)
COUNTY OF XXXXXX )
This instrument was acknowledged before me on this 8th day of February,
1996 by Xxxx Xxxxxxxxx, Jr., Executive Vice President of XXXXXXXXXX REALTY
INVESTORS, a Texas real estate investment trust, on behalf of said real estate
investment trust.
[SIGNATURE APPEARS HERE]
[SEAL APPEARS HERE] ____________________________
Notary Public, State of
Texas
Record and return to:
Xxxxx X. Xxxxx
Xxxxxxxxxx Realty Management Company
P. O. Xxx 000000
Xxxxxxx, Xxxxx 00000-0000
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