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THIRD BONDS RENEWAL AND EXTENSION AGREEMENT
This THIRD BONDS RENEWAL AND EXTENSION AGREEMENT (this "Third Renewal")
is executed this 21st day of February, 1997 (the "Execution Date"), but
effective as of December 28, 1996, by and between WRI HOLDINGS, 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:
WHEREAS, the Payee is the sole legal owner and holder of those certain
16% Mortgage Bonds Due 1994, dated December 28, 1984 (the "Original Bonds"),
in the face principal sum of THREE MILLION ONE HUNDRED FIFTY THOUSAND and
NO/100 DOLLARS ($3,150,000.00) executed by Maker payable to the order of
Xxxxxxxxxx Realty, Inc. ("WRI"), a Texas corporation, payable as therein
provided, which Bonds are secured by
(i) that certain Trust Indenture, dated December 28, 1984 (the
"Original Trust Indenture") executed by Maker and Texas Commerce Bank National
Association (the "Trustee"), a national banking association;
(ii) that certain River Pointe Negative Pledge Agreement, dated
December 28, 1984 (the "Original Negative Pledge") executed by Maker, WRI, and
Plaza Construction, Inc. ("Plaza"); and
(iii) such other documents, instruments, and agreements executed in
connection with, as security for, or as evidence of the obligations evidenced
by the Original Bonds (collectively, the Original Trust Indenture, the
Original Negative Pledge, and such other documents, instruments, and
agreements being herein called the "Original Security Instruments"); and
WHEREAS, WRI assigned and conveyed all of its property, both real and
personal, including, without limitation, the Original Bonds, to Payee, as
evidenced by that certain Master Deed and General Conveyance dated April 5,
1988 from WRI to Payee; and
WHEREAS, effective as of December 28, 1994, Maker and Payee renewed and
extended the maturity date of the Original Bonds to December 28, 1995 pursuant
to the terms of that certain Bonds Renewal and Extension Agreement, dated as
of December 28, 1994 ("First Renewal"); and
WHEREAS, effective as of December 28, 1995, Maker and Payee renewed and
extended the maturity date of the Original Bonds to December 28, 1996 pursuant
to the terms of that certain Bonds
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Second Renewal and Extension Agreement, dated as of December 28, 1995 ("Second
Renewal") (the Original Bonds, Original Negative Pledge, and Original Security
Instruments, each as modified, renewed, and extended by the First Renewal and
Second Renewal, being herein called the "Bonds," the "Negative Pledge," and
the "Security Instruments," respectively); and
WHEREAS, Maker and Payee amended and supplemented the terms of the
Original Trust Indenture to reflect the renewal and extension of the Bonds, as
provided in the First Renewal and Second Renewal, such amendments being
evidenced by (i) that certain Supplemental Trust Indenture dated as of
December 28, 1994 between Maker, Trustee, and Payee, and (ii) that certain
Second Supplemental Trust Indenture dated as of December 28, 1995, between
Maker, Trustee and Payee; and
WHEREAS, of even date herewith, Maker, the Trustee, and Payee have
further amended and supplemented the terms of the Trust Indenture pursuant to
that certain Third Supplemental Trust Indenture (the Original Trust Indenture,
as amended and supplemented by the Supplemental Trust Indenture, the Second
Supplemental Trust Indenture and the Third Supplemental Trust Indenture, being
called the "Trust Indenture"); and
WHEREAS, the Bonds mature on December 28, 1996, and Maker and Payee now
propose to renew and extend the maturity date of the Bonds and to continue the
liens and priority of the Security Instruments as security for the payment of
the Bonds, as set forth more particularly herein.
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, Xxxxxx Xxxxxx, Xxxxx 00000,
the principal balance due and owing on the Bonds, with interest accrued
thereon, as provided in the Bonds, except that the maturity date of the Bonds
is hereby renewed and extended to December 28, 1997, at which time the unpaid
principal balance of the Bonds, plus all accrued and unpaid interest thereon,
shall be due and payable.
All liens, pledges, and security interests securing the payment of the
Bonds, including, but not limited to, the liens, pledges and security
interests granted in the Trust Indenture and the Negative Pledge, are hereby
renewed, extended and carried forward to secure payment of the Bonds, as
hereby amended, and the Security Instruments are hereby amended to reflect
that the maturity date of the Bonds is December 28, 1997.
2. Maker hereby represents and warrants to Payee that (a) Maker is
the sole legal and beneficial owner of the Trust Estate (as that term is
defined in the Trust Indenture); (b) Maker has the full power and authority to
make the agreements contained in this Third Renewal without joinder and
consent of any other party; and (c) the execution, delivery and performance of
this Third 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 Bonds are inconsistent with the terms of
this Third Renewal, the Bonds are hereby modified and amended to conform with
this Third Renewal. Except as modified, renewed and extended by this Third
Renewal, the Bonds 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 and renewal of the Bonds and the
Security Instruments, Maker hereby extends and renews the liens, pledges, and
security interests as created and granted in the Security Instruments until
the indebtedness secured thereby, as so extended and renewed, has been fully
paid, and agrees that such extension and renewal shall, in no manner, affect
or impair the Bonds or the liens, pledges, and security interests securing
same, and that said liens, pledges, and security interests shall not in any
manner be waived. The purpose of this Third Renewal is simply to extend the
time of payment of the obligation evidenced by the Bonds and any indebtedness
secured by the Security Instruments, as modified by this Third Renewal, and to
carry forward all liens, pledges, and security interests securing the same,
which are acknowledged by Maker to be valid and subsisting.
5. Maker covenants and warrants that the Payee is not in default
under the Bonds or the Security Instruments, or this Third 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 Third Renewal, including but not limited
to, all recording costs 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 the sole owner and holder of the Bonds. Maker and Payee
acknowledge and agree that the outstanding principal balance of the Bonds as
of December 28, 1996 is $3,150,000.00.
9. 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 non-monetary) against
Payee.
EXECUTED this day and year first above written, but effective for all
purposes as of December 28, 1996.
WRI HOLDINGS, INC., a Texas corporation
By:
Xxxxxx Xxxxxxxxx, Vice President
"Maker"
XXXXXXXXXX REALTY INVESTORS, a Texas real estate
investment trust
By:
Xxxx Xxxxxxxxx, Jr.
Executive Vice President
"Payee"
STATE OF TEXAS
COUNTY OF XXXXXX
This instrument was acknowledged before me on this ______ day of
February, 1997, by Xxxxxx Xxxxxxxxx, Vice President of WRI HOLDINGS, INC., a
Texas corporation, on behalf of said corporation.
Notary Public, State of Texas
STATE OF TEXAS
COUNTY OF XXXXXX
This instrument was acknowledged before me on this ______ day of
February, 1997, 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.
Notary Public, State of Texas
