HomeMy WebLinkAboutContract 34013 C6i''r` ur�iETiOtllr �-
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CONSENT TO LEASEHOLD DEED OF TRUST,
SECURITY AGREEMENT AND FINANCING STATEMENT
FORT WORTH MEACHAM INTERNATIONAL AIRPORT
GROUND LEASE AGREEMENT
(CITY SECRETARY CONTRACT NO. 25212,AS AMENDED)
This CONSENT TO LEASEHOLD DEED OF TRUST, SECURITY AGREEMENT
AND FINANCING STATEMENT ("Agreement") is made and entered into by and between the
CITY OF FORT WORTH ("Lessor"), a home rule municipal corporation organized under the
laws of the State of Texas, acting by and through Marc Ott, its duly authorized Assistant City
Manager; SANDPIPER AIRPORT INN, INC. ("Lessee"), a Texas corporation, acting by and
through Don E. Hansen its duly authorized President; and SUMMIT BANK, N.A. ("Lender"), a
national banking association, acting by and through S. Tom Senor, its duly authorized President.
RECITALS
The following statements are true and correct and form the basis of this Agreement:
A. Lessor and Lessee previously entered into City Secretary Contract ("CSC") No.
25212, as amended by CSC Nos. 26073, 27689 and 33999 (collectively, the "Lease"), a lease of
real property located at Fort Worth Meacham International Airport ("Airport") known as Lease
Site 1-S and Lease Site 1 S-D-S and specifically described in the Lease (the "Leased Premises").
B. Pursuant to City Secretary Contract No. 28266, Lessor previously consented to
the creation of a lien on Lessee's leasehold interest in the Lease by the execution of a Deed of
Trust, Security Agreement and Financing Statement in favor of Summit Bank, N.A. to secure
financing provided by Lender to Lessee.
C. Lender has been requested to lend additional funds to Lessee's parent, SAI
ACQUISITION COMPANY, LLC ("Borrower"), to be secured in part by a lien on Lessee's
leasehold interest under the Lease. A portion of the loan proceeds will be used to pay for certain
costs and expenses incurred and to be incurred in connection with the construction of
discretionary improvements to the Leased Premises to reconfigure the improvements on the
Leased Premises from a hotel to an aircraft hangar.
D. To enable the financing from Lender to be consummated, Lessee and Lender
desire Lessor(i)to consent to an assignment by Lessee of its right, title and interest in the Leased
Premises and the Lease to Lender, and (ii) to consent to the execution by Lessee of a Leasehold
Deed of Trust lien on the Leased Premises in order to secure indebtedness of Borrower to
Lender.
Consent to Leasehold Deed of Trust
Sandpiper Inn, Inc. in Favor of Summit Bank,N.A. ] !�
Page 1 of "OFFICVA 21K,01 p
AGREEMENT
1. Lessor hereby consents to the execution by Lessee of the Leasehold Deed of
Trust, Security Agreement and Financing Statement attached hereto as Exhibit A (the "Deed of
Trust") and to the assignment by Lessee to Lender or a trustee of Lender, acting as Lender's
agent, of Lessee's right, title and interest in the Lease and in the Leased Premises as granted by
the Lease. The Lease is incorporated herein by reference for all purposes. The Leased Premises
are specifically described in the field notes of Exhibit B attached hereto and hereby made a part
of this Agreement for all purposes. However, Lessee and Lender understand and agree that by
executing this Agreement, Lessor does not (i) adopt, ratify or approve of any of the particular
provisions of the Deed of Trust; (ii) make any representations or warranties under the deed of
Trust, including, but not limited to, those set forth under Section 23 of the Deed of Trust; or (iii)
grant any right, privilege or use to Lender or any assignee under the Deed of Trust that is
different from or more extensive than any right,privilege or use granted to Lessee by the Lease.
2. Notwithstanding anything to the contrary in the Deed of Trust, Lessee and
Lender, acknowledge, understand and agree that Lessee and Lender do not have any right to
convey any interest in real property at the Airport greater than that granted specifically by the
Lease. Lender acknowledges and understands that (i) Lessor owns in fee simple all permanent
improvements on the Leased Premises as of the effective date of this Agreement; (ii) Lessor will
own in fee simple all permanent improvements constructed on the Leased Premises after the
effective date of this Agreement; and (iii) notwithstanding anything to the contrary in the Deed
of Trust, all of such improvements constitute part of the leasehold estate and Lender does not
have the right to sell or otherwise convey any property interest in such improvements other than
as part of the leasehold estate.
3. (a) Lessor agrees and covenants that it shall not exercise any rights it may
have under the Lease to cancel or terminate the Lease or to force surrender of all or part of the
Leased Premises unless it first has provided Lender with written notice of its intent to exercise
any such right. Lender shall have thirty (30) calendar days from the date it receives such notice
to cure, perform or assume Lessee's obligations under the Lease to Lessor's satisfaction in order
to avoid such cancellation, termination or surrender; provided, however, that if Lender, in good
faith and after diligent and continuous efforts to remedy any non-monetary default by Lessee
under the Lease, cannot cure such default within thirty (30) calendar days, it may request Lessor
to provide a reasonable amount of additional time to cure such default, in which case Lessor will
provide Lender with an extended deadline to cure such default as determined by Lessor in its
sole, but reasonable, discretion.
(b) Furthermore, in the event the Lease is rejected in any bankruptcy
proceeding involving Lessee or any assignee of Lessee as the debtor, Lessor shall give Lender
written notice of such rejection and Lender will have thirty (30) days following receipt of written
notice within which to notify Lessor of Lender's intent to assume Lessee's obligations and rights
under the Lease, in which event the Lease shall be reinstated as a direct Lease between Lessor
and Lender. If Lender fails to give written notice to Lessor within such thirty (30) day period,
Lender's right to reinstate the Lease following rejection shall expire. As a condition to the
Consent to Leasehold Deed of Trust
Sandpiper Inn,Inc.in Favor of Summit Bank,N.A.
Page 2 of 7
reinstatement of the Lease, Lender must cure all monetary defaults and commence and diligently
prosecute the curing of all non-monetary defaults to the reasonable satisfaction of Lessor.
4. As a condition precedent to the effectiveness of this Agreement, Lessee agrees
and covenants that it will endorse all insurance policies required by the Lease to name both
Lessor and Lender as additional insured and to cover all public risks related to the leasing, use,
occupancy, maintenance, existence or location of the Leased Premises. Notwithstanding
anything to the contrary in the Deed of Trust or any other agreement entered into by and between
Lessee and Lender, Lender hereby agrees and covenants that any and all proceeds payable under
the terms of such insurance policies shall first be applied to cover the replacement of all facilities
and improvements on the Leased Premises and to satisfy fully the terms and conditions of the
Lease. Payment of such proceeds shall apply secondarily to secure any of Lessee's indebtedness
to Lender.
5. Lessor may take all action available to it under the Lease, at law or in equity in
order to protect its interests, including, but not limited to, cancellation of Lessee's interest as
provided by the Lease and in accordance with this Agreement.
6. Lender agrees that it promptly will notify Lessor in writing when Lender has
released its rights under the Deed of Trust. This Agreement will automatically terminate on the
earliest date that Lender releases any such rights. In addition, this Agreement will automatically
terminate upon the expiration or termination of the Lease.
7. Notwithstanding anything to the contrary in the Deed of Trust (i) Lender may not
assign any of its rights under the Deed of Trust to any other person (other than a trustee acting as
Lender's agent), firm or corporation, and (ii) in the event that Lender forecloses upon Lessee
under the Deed of Trust, or acquires Lessee's leasehold interest by deed in lieu or obtains the
reinstatement of the Lease if rejected in bankruptcy as provided for in Section 3(b) hereof,
Lender may not sell or otherwise transfer in any way any of Lender's or Lessee's rights or
interest in the Leased Premises unless Lessor consents to such sale or transfer in the form of a
written Consent to Assignment approved by Lessor's City Council. Notwithstanding the
foregoing, Lender's rights under the Deed of Trust may be transferred to any financial institution
which acquires or merges with Lender and is the successor to Lender. Lender shall provide
Lessor with advance written notice of any such transfer due to acquisition or merger.
8. Notices to Lender required pursuant to the provisions of this Agreement shall be
conclusively determined to have been delivered when (i) hand-delivered to Lender, its agents,
employees, servants or representatives, (ii) deposited in the United States mail to the address
below, or(iii) sent via facsimile to the number below:
Summit Bank,N.A.
Attn: Mr. S. Tom Senor, President
3851 NE Loop 820
Fort Worth, Texas 76137
Facsimile: (817) 306-9277
Consent to Leasehold Deed of Trust
Sandpiper Inn, Inc.in Favor of Summit Bank,N.A.
Page 3of7 ��1�
9. In the event that the Lease expires or is terminated, nothing herein shall obligate
Lessor to assume in any way Lessee's indebtedness or to relieve Lessee of its obligation to
liquidate and discharge, at Lessee's sole cost and expense, any lien on the Leased Premises and
any structures, improvements and fixtures thereon.
10. Lessee represents and warrants to Lessor and Lender that it has discharged all of
its duties and obligations to BANK OF THE WEST under previous leasehold financing
documents and that BANK OF THE WEST has released all of its rights to the Leased Premises
granted by the BANK OF THE WEST financing documents.
11. In the event of any conflict between this Agreement and the Lease, the Lease shall
control, except with respect to Lender's rights to receive notice of Lessee's defaults under the
Lease and any opportunity to cure. In the event of any conflict between the Deed of Trust and
the Lease, the Lease shall control in all respects as to Lessor and as to Lessee's and Lender's
obligations and relationship to Lessor as set forth in the Lease and/or this Agreement. In the
event of any conflict between the Deed of Trust and this Agreement, this Agreement shall
control.
12. This Agreement shall be construed in accordance with the laws of the State of
Texas. Venue for any action arising under the provisions of this Agreement shall lie in state
courts located in Tarrant County, Texas or in the United States District Court for the Northern
District of Texas, Fort Worth Division.
13. This written instrument, including any documents attached hereto and/or
incorporated herein by reference, contains the entire understanding and agreement between
Lessor, Lessee and Lender as to the matters contained herein. Any prior or contemporaneous
oral or written agreement concerning such matters is hereby declared null and void to the extent
in conflict with this Agreement.
14. This Agreement may be executed in any number of counterparts. Each of the
counterparts shall be deemed an original instrument, but all of which when taken together shall
constitute one (1) and the same agreement and any of the parties hereto may execute this
Agreement by signing such counterpart.
[Signature Pages Follow]
IN WITNESS WHEREOF, the parties hereto have executed this Agreement in multiple
originals as of the last date set forth below:
Consent to Leasehold Deed of Trust
Sandpiper Inn,Inc.in Favor of Summit Bank, N.A. p!�'.jq',
Page 4of7
ail'' E lij V
CITY OF FORT WORTH:
/��
By:
M 'A. Ott
Assistant City Manager
Date: C/- /5 - o 6
STATE OF TEXAS §
COUNTY OF TARRANT §
BEFORE ME, the undersigned, a NOTARY PUBLIC in and for the State of Texas, on
this day personally appeared Marc Ott,known to me to be the person whose name is subscribed
to the foregoing instrument and acknowledged to me that the same was the act of the City of Fort
Worth and that he executed the same as the act of the City of Fort Worth for the purposes and
consideration therein expressed and in the capacity therein stated.
�f
GIVEN UNDER MY HAND AND SEAL OF OFFICE, this 45- day of
2006.
7if eXPIRFS
're�zd% to " -;'Ur NOTARY PUBLIC, State of Texas
ATTEST:
By: f)(�
Marty Hendrix
City Secretary
APPROVED AS TO FORM AND LEGALITY:
Maleshi B. Farmer
Assistant ity+�Attorney
M&C: C - Ak \S
SANDPIPER AIRPORT INN, INC.,:
Consent to Leasehold Deed of Trust
Sandpiper Inn,Inc.in Favor of Summit Bank,N.A.
Page 5 of 7
a Texas corporation
Name Printed: o j AJ-rpA,-'
Title: 7ACq
Dated: ? / , 2006
ass�
By:
THE STATE OF TEXAS §
COUNTY OF TARRANT §
BEr ORE 'ME, the undersigned, a Notary Public, on this day personally appeared
�' /� _ �.� a of Sandpiper Airport Inn, Inc., a
Texas corporation, known to me to a the person and officer whose name is subscribed to the
foregoing instrument and acknowledged to me that the same was the act of said corporation and
that he executed the same as the act of such corporation for the purposes and consideration
therein expressed and in the capacity therein stated.
GIVEN UNDER MY HAND AND SEAL OF OFFICE, this 1�� day of
-006.
NOTY BLIC, State"ofDAVID BAILIFF
Notary Public
STATE 4F TEXASyt,Comm.exp.10/25/A
SUMMIT BANK,N.A.:
Consent to Leasehold Deed of Trust
Sandpiper Inn,Inc.in Favor of Summit Bank,N.A.
Page 6 of 7
Uo 'i�:�Ai0 �i G4e
By:
S. Tom Senor, President
Dated: 1 92006
7AI 43
By:
4tr.
STATE OF TEXAS §
COUNTY OF TARRANT §
BEFORE ME, the undersigned, a Notary Public, on this day personally appeared S. Tom
Senor, President of Summit Bank, N.A., a national banking association, known to me to be the
person and officer whose name is subscribed to the foregoing instrument and acknowledged to
me that the same was the act of said association and that he executed the same as the act of such
association for the purposes and consideration therein expressed and in the capacity therein
stated.
GWENT UNDER MY HAND AND SEAL OF OFFICE, this �� day of
Y� � X2006.
NOTARY PUBLIC, State
DAVID BAILIFF
Notary Public
STATE OF TEXASLZ
�GortimU0, lot /2006
Consent to Leasehold Deed of Trust
Sandpiper Inn,Inc.in Favor of Summit Bank, N.A.
Page 7 of 7
NOTICE OF CONFIDENTIALITY RIGHTS: IF YOU ARE A NATURAL PERSON,YOU MAY REMOVE OR
STRIKE ANY OF THE FOLLOWING INFORMATION FROM THIS INSTRUMENT BEFORE IT IS FILED
FOR RECORD IN THE PUBLIC RECORDS: YOUR SOCIAL SECURITY NUMBER OR YOUR DRIVER'S
LICENSE NUMBER,
When Recorded,Return To:
Summit Bank,NA
3851 Northeast Loop 820
Fort Worth,TX 16131
Attn: Mr.S.Tom Senor,President
LEASEHOLD DEED OF TRUST
SECURITY AGREEMENT-FINANCING STATEMENT
THE STATE OF TEXAS §
COUNTY OF TARRANT §
As of the day of September 2006,SANDPIPER AIRPORT INN,INC.,a Texas corporation(hereinafter,whether
one or more,jointly and severally called"Grantor"),whose mailing address is 3901 North Main Street,Fort Worth,Tarrant
County,Texas 76106, in consideration of the debt and trust hereinafter mentioned, does hereby GRANT, BARGAIN,
SELL,TRANSFER,ASSIGN and CONVEY unto S.Tom Senor,Trustee,the following described property(all of which is
sometimes referred to collectively herein as the"Property"):
(i) all of Grantor's leasehold estate in and to the real property located in Tarrant
County,Texas, being more particularly described in Exhibit A attached hereto and
incorporated herein by reference,as well as all of Grantor's right,title and interest in
and under that certain FORT WORTH MEACHAM INTERNATIONAL AIRPORT
GROUND LEASE AGREEMENT(City Secretary Contract No.25212),as well as all
renewals, amendments and supplements thereto (collectively, the"Lease");
(ii) all of Grantor's right,title and interest in all improvements now or hereafter situated
on the real property described in Exhibit A attached hereto, including, without
limitation,aircraft hangars and all goods which are or are to become fixtures,now or
hereafter located in and about such improvements,including,without limitation,all
heating, air conditioning, ventilating, plumbing, electrical fixtures and wiring,
replacements thereof and additions thereto, all of which Grantor represents and
agrees are or will be a part of and affixed to said land;
(iii) all of Grantor's right,title and interest in all building materials and all heating, air
conditioning, lighting, plumbing, fans, ventilation equipment, door openers,
partitions,carpets,rugs and other floor coverings,window coverings,awnings,call
and sprinkler systems,disposal units,dishwashers,ranges,ovens,signs,cabinets,
vacuum systems, electrical equipment and systems and all other similar items of
personal property which are attached to,installed on or used in connection with the
operation of the Property and improvements and the business conducted thereon;
and
(iv) all proceeds of the above.
TO HAVE AND TO HOLD the Property, together with the rights, privileges, and appurtenances thereto, unto the said
Trustee,and to his substitutes or successors forever. And Grantor does hereby bind itself,and Grantor's successors and
assigns to warrant and forever defend the Property unto the said Trustee, his substitutes or successors and assigns
forever, against the claim or claims of all persons claiming or to claim the Property or any part thereof.
This conveyance, however, is made in TRUST to secure (i) payment of the indebtedness evidenced by that certain
promissory note (the "Note") of even date herewith, incorporated herein by this reference, executed on behalf of SAI
ACQUISITION COMPANY, LLC ("Borrower"), a Texas limited liability company and payable to the orde o ,
- ^
BANK, N.A., a national banking association, whose mailing address is 3851 Northeast Loop 820, Fort dr' � j��SS11a+ oi1
J�hi�J
LEASEHOLD DEED OF TRUST-PAGE 1. J
I:\05015\0062\F82655.DOC 2� ,�;.,,-✓, U ��(
76137 (hereinafter called "Beneficiary", which definition shall include any holder of the indebtedness) in the original
principal amount of$1,700,000.00, bearing interest as therein specified, containing an attorney's fee clause and with
interest and principal being payable as therein specified, including all renewals, extensions, rearrangements and
modifications thereof, and (ii) the obligations of Grantor under that certain Guaranty Agreement dated of even date
herewith from Grantor to Beneficiary guaranteeing payment of the Note, including all modifications, renewals and
extensions of such Guaranty Agreement.
If Grantor performs all of the covenants and agreements herein contained, and if Grantor makes or causes prompt
payment of all indebtedness and obligations secured hereby as the same shall become due and payable, then this
conveyance shall become null and void and of no further force and effect,and this Deed of Trust shall be released,at the
expense of Grantor, by the Beneficiary.
GRANTOR COVENANTS,WARRANTS AND REPRESENTS AND AGREES AS FOLLOWS:
1. Title. Grantor warrants and represents to Beneficiary, that it is lawfully seized of a leasehold estate in the
Property,created by the Lease and has the right to convey the same,and that the Property is free from all liens
and encumbrances, except as created by the Lease.
2. Taxes,Assessments. Grantor agrees to protect the title and possession of the Property,and to pay when due
all taxes and assessments now existing or hereafter levied or assessed upon the Property or levied or assessed
on the interest therein created by this Deed of Trust, and to deliver to Beneficiary on or before ten (10) days
prior to the date such taxes become delinquent,validated receipts evidencing payment of all such taxes,and to
preserve and maintain the lien hereby created as a first and prior lien on the Property, including any
improvements hereafter made a part of the realty.
3. Maintenance. Grantor agrees to keep the improvements on the Property in good repair and condition and in
compliance with the requirements of the Lease and not to permit or commit any waste thereof,and to keep all
buildings and other improvements occupied so as not to impair the insurance carried thereon.
4. Minerals. Grantor agrees that it will not,without the prior written consent of Beneficiary, permit any drilling or
exploration for or extraction, removal or production of any mineral, natural element,compound or substance
from the surface or subsurface of the Property regardless of the depth thereof or the method of mining or
extraction thereof and agree to defend, indemnify, save and hold Beneficiary, its officers, agents, servants,
employees,successors and assigns harmless from any and all claims,liabilities,losses or expenses which may
be incurred by Beneficiary,and any and all other expenses or losses,either direct or consequential,which are
attributable,or alleged in any way to be attributable,to the development and exploitation of mineral rights in,on
or around the Property by Grantor or any other party.
5. Insurance. Grantor agrees to insure and keep insured all improvements now or hereafter created upon the
Property against loss or damage by fire and windstorm and any other hazard or hazards,as may be reasonably
required from time to time by Beneficiary during the term of the indebtedness hereby secured,to the extent of
the original amount of the indebtedness hereby secured or to the extent of the full insurable value of said
improvements,whichever is the lesser,with replacement cost coverage,in such form and with such insurance
company or companies as may be approved by Beneficiary; and to deliver to Beneficiary the policies of such
insurance, having attached to said policies such mortgage indemnity clause as Beneficiary shall direct;and to
deliver renewals of such policies to Beneficiary at least ten(10)days before any such insurance policies shall
expire. Any proceeds which Beneficiary may receive under any such policy, or policies, may be applied by
Beneficiary,at its option,to reduce the indebtedness hereby secured,whether then matured or to mature in the
future,and in such manner as Beneficiary may elect;or Beneficiary may permit Grantor to use said proceeds to
repair or replace all improvements damaged or destroyed and covered by said policy.
6. Performance by Beneficiary. That, in the event Grantor shall fail to keep the improvements on the Property
hereby conveyed in good repair and condition, or to pay promptly when due all taxes and assessments as
aforesaid, or to preserve the prior lien of this Deed of Trust on the Property, or to keep the buildings and
improvements insured as aforesaid,or to deliver the policy or policies of insurance,or the renewal or renewals
thereof, to Beneficiary as aforesaid, or to perform its obligations under the Lease, or to perform any other
covenants of this Deed of Trust concerning the Property,then Beneficiary may,at its option,but without being
required to do so,make such repairs,pay such taxes and assessments,purchase any tax title thereon,remove
any prior liens,and prosecute or defend any suits in relation to the preservation of the prior lien of this Deed of
Trust on the Property, or insure and keep insured the improvements thereon in an amount not to exceed that
above stipulated,or cure any defaults by Grantor under the Lease;and any sums which may be so paid out by
Beneficiary, and all sums paid for insurance premiums as aforesaid, including the costs, expenses and
attorney's fees paid in any suit affecting the Property,shall bear interest from the dates of such payments at the
rate stated in the Note as being applicable after default, and shall be paid by Grantor to Beneficiary upon
LEASEHOLD DEED OF TRUST-PAGE 2.
[:\05015\0062\F82655.DOC
demand, at the same place at which the Note is payable, and shall be deemed a part of the debt hereby
secured and recoverable as such in all respects.
7. Default, Foreclosure. Upon the occurrence of any one or more of the following events(individually a"Default"
and collectively,"Defaults"):
(a) default occurs in the payment of principal and/or interest in accordance with the Note or any part
thereof, as it becomes due and payable, whether at the scheduled due date thereof or when
accelerated pursuant to any power to accelerate, or otherwise; or
(b) the failure of Grantor to punctually and properly perform, observe or comply with any covenant,
agreement, undertaking or condition contained herein, or in the Note, or any renewal, modification,
rearrangement, amendment or extension thereof, or in any loan agreement or other documents
evidencing, securing or executed in connection with the Note (the "Loan Documents") (other than
covenants to pay any sum of money in accordance with the Note);or
(c) a default under and pursuant to any other mortgage or security agreement which covers or affects any
part of the Property;or
(d) the execution by Grantor or Borrower of an assignment for the benefit of creditors or the admission in
writing by Grantor or Borrower of Grantor's or Borrower's inability to pay,or Grantor's or Borrower's
failure to pay, debts generally as the debts become due; or
(e) the levy against the Property or any part thereof,of any execution,attachment,sequestration or other
writ which is not vacated within sixty(60)days after the levy;or
(f) the appointment of a receiver,trustee or custodian of Grantor or Borrower,or of the Property or any
part thereof, which receiver, trustee or custodian is not discharged within sixty (60) days after the
appointment; or
(g) the filing by Grantor or Borrower as a debtor of a petition,case,proceeding or other action pursuant to,
or the voluntary seeking of the benefit or benefits of, Title 11 of the United States Code, as now or
hereafter in effect, or any other law, domestic or foreign, as now or hereafter in effect relating to
bankruptcy, insolvency, liquidation, receivership, reorganization, arrangement, or composition or
extension or adjustment of debts,or similar laws affecting the rights of creditors(Title 11 of the United
States Code and such other laws being herein referred to as"Debtor Relief Laws"), or the taking of
any action in furtherance thereof; or
(h) the filing by Grantor or Borrower of either a petition, complaint, answer or other instrument which
seeks to effect a suspension of, or which has the effect of suspending any of the rights or powers of
Beneficiary or Trustee granted in the Note, herein or in any Loan Document; or
(i) the filing of a petition,case,proceeding or other action against Grantor or Borrower as a debtor under
any Debtor Relief Law or seeking appointment of a receiver,trustee,custodian or liquidator of Grantor,
Borrower or of the Property,or any part thereof,or of any significant portion of Grantor's or Borrower's
other property,and(i) Grantor or Borrower admit,acquiesce in or fail to contest diligently the material
allegations thereof,or(ii)the petition,case,proceeding or other action results in the entry of an order
for relief or order granting the relief sought against Grantor or Borrower, or (iii) the petition, case,
proceeding or other action is not permanently dismissed or discharged on or before the earlier of trial
thereon or thirty(30)days next following the date of filing; or
Q) the discovery by Beneficiary of information establishing that any representation or warranty made by
Grantor or Borrower herein or in any Loan Document is false, misleading,erroneous or breached in
any material respect; or
(k) abandonment by Grantor of all or any portion of the Property; or
(1) dissolution or liquidation of the Grantor or Borrower or termination or forfeiture of Grantor's or
Borrower's right to do business; or
(m) the failure of Grantor or Borrower to pay within thirty(30)days any final money judgment in excess of
$5,000.00 against Grantor or Borrower; or R
LEASEHOLD DEED OF TRUST-PAGE 3.
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(n) a default by Grantor under the terms of the Lease, which default is not fully cured during any
applicable cure period provided for in the Lease; or
(o) Grantor modifies, amends or rejects the Lease without the prior written consent of Beneficiary,
if such Default is not fully cured within any applicable Cure Period provided in the Note[provided,however,no
Cure Period will be applicable for Defaults under subparagraphs (d), (e), (f), (g), (h) and (i) above], then
Beneficiary may elect, Grantor hereby expressly waiving any notice of intent to accelerate maturity of the
indebtedness, protest and notice of protest, presentment and demand for payment, to declare the entire
principal indebtedness hereby secured,with all interest accrued thereon and all other sums hereby secured,
immediately due and payable; and in the event of default in the payment of said indebtedness when due or
declared due, it shall thereupon, or at any time thereafter, be the duty of the Trustee, or his successor or
substitute as hereinafter provided, at the request of Beneficiary (which request is hereby conclusively
presumed), to enforce this trust; and after advertising the time, place and terms of the sale of the above the
Property then subject to the lien hereof, and after mailing and filing notices as required by Section 51.002,
Texas Property Code,as then amended,and after otherwise complying with that statute,the Trustee shall sell
the Property then subject to the lien hereof, at public auction in accordance with such notices, on the first
Tuesday in any month between the hours of ten o'clock A.M. and four o'clock P.M., to the highest bidder for
cash;selling all of the Property as an entirety or in such parcels as the Trustee acting may elect;and make due
conveyance to the purchaser or purchasers,with general warranty binding Grantor,and Grantor's successors
and assigns;and out of the money arising from such sale,the Trustee acting shall first pay all the expenses of
advertising the sale and making the conveyance, including a reasonable commission to the Trustee, which
commission shall be due and owing in addition to the attorneys'fees provided for in the Note,and then pay to
Beneficiary the full amount of principal,interest,attorney's fees and other charges due and unpaid on the Note
and all other indebtedness secured hereby,and then rendering the balance of the sales price,if any,to Grantor,
and Grantor's successors or assigns;and the recitals in the conveyance to the Purchaser or Purchasers shall
be full and conclusive evidence of the truth of the matters therein stated,and all prerequisites to said sale shall
be presumed to have been performed and such sale and conveyance shall be conclusive against Grantor,and
Grantor's successors and assigns.
8. Abandonment,Dismissal. It is agreed that,in the event a foreclosure hereunder is commenced by the Trustee,
or his substitute or successor, Beneficiary may, at any time before the sale of the Property direct the said
Trustee to abandon the sale, and may then institute suit, for the collection of the Note and for the judicial
foreclosure of this Deed of Trust lien. It is further agreed that, if Beneficiary institutes a suit for the collection
thereof and for a judicial foreclosure of this Deed of Trust lien,Beneficiary may at any time before the entry of a
final judgment in said suit dismiss the same and require the Trustee, his substitute or successor, to sell the
Property in accordance with the provisions of this Deed of Trust.
9. Right to Purchase. Beneficiary, if it is the highest bidder, shall have the right to purchase at any sale of the
Property, and to have the amount for which such Property is sold credited on the debt then owing.
10. Substitute Trustee. Beneficiary in any event is hereby authorized to appoint a substitute trustee,or a successor
trustee,to act instead of the Trustee named herein,without other formality than the designation in writing of a
substitute or successor trustee; and the authority hereby conferred shall extend to the appointment of other
successor and substitute trustees successively until the indebtedness hereby secured has been paid in full,or
until the Property is sold hereunder;and each substitute and successor trustee shall succeed to all of the rights
and powers of the original trustee named herein.
11. Possession. In the event any sale is made of the Property,or any portion thereof,under the terms of this Deed
of Trust,Grantor,and Grantor's successors and assigns,shall forthwith upon the making of such sale surrender
and deliver possession of the Property so sold to the Purchaser at such sale,and,in the event of their failure to
do so, they shall thereupon from and after the making of such sale be and continue as tenants at will of such
Purchaser; and in the event of their failure to surrender possession of the Property upon demand, the
Purchaser, and Purchaser's successors or assigns, shall be entitled to institute and maintain an action for
forcible detainer of the Property in the Justice of the Peace Court in the Justice Precinct in which such Property,
or any part thereof, is situated.
12. Prior Liens. It is agreed that the lien hereby created shall take precedence over and be a prior lien to any other
lien of any character, whether vendor's, materialmen's or mechanic's lien, hereafter created against the
Property;and in the event the proceeds of the indebtedness secured hereby as set forth herein are used to pay
off and satisfy any liens heretofore existing on the Property,then Beneficiary is,and shall be,subrogated to all
of the rights, liens and remedies of the holders of the indebtedness so paid.
LEASEHOLD DEED OF TRUST-PAGE 4.
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13. Possible Extensions. It is agreed that an extension or extensions may be made of the time of payment of all,or
any part,of the indebtedness secured hereby,and that any part of the Property may be released from this lien
without altering or affecting the priority of the lien created by this Deed of Trust in favor of any junior
encumbrancer,mortgagee or purchaser,or any person acquiring an interest in the Property,or any part thereof;
it being the intention of the parties hereto to preserve this lien on the Property, and all improvements thereon
and that may be hereafter constructed thereon,as first and superior to any liens that may be placed thereon,or
that may be fixed,given or imposed by law thereon,after the execution of this instrument,notwithstanding any
such extension of the time of payment or the release of a portion of the Property from this lien.
14. Application of Payments. In the event any portion of the indebtedness hereinabove described cannot be
lawfully secured by this Deed of Trust lien on the Property, it is agreed that the first payments made on said
indebtedness shall be applied to the discharge of that portion of said indebtedness.
15. Condemnation. Subject to the rights of the City of Fort Worth,Texas under the Lease,if applicable,Beneficiary
shall be entitled to receive any and all sums which may become payable to Grantor for the condemnation of the
Property,or any part thereof,for public or quasi-public use,or by virtue of private sale in lieu thereof, and any
sums which may be awarded or become payable to Grantor for damages caused by public works or
construction on or near the Property. All such sums are hereby assigned to Beneficiary, who may, after
deducting therefrom all expenses actually incurred,including attorney's fees,release same to Grantor or apply
same to the reductions of the indebtedness hereby secured,whether then matured or to mature in the future,or
to the reduction of any money obligation hereunder, as and in such manner as Beneficiary may elect.
Beneficiary shall not be, in any event or circumstance, liable or responsible for failure to collect, or exercise
diligence in the collection of, any such sums.
16. Fixtures and Security Agreement. It is understood and agreed that by this instrument Grantor, in addition to
fixing and creating a Deed of Trust lien upon and against the Grantor's leasehold estate in the real property
herein described, inclusive of all of Grantor's right, title and interest in all goods which are or are to become
fixtures thereon, has also created and granted to Beneficiary, pursuant to the Uniform Commercial Code of
Texas, a security interest in all personal property included within the term "Property" and in the event of
foreclosure sale,whether made by the Trustee or Substitute Trustee,under the terms of this Deed of Trust,or
under judgment of a court,all real property herein described,as well as all personal property described herein
may, at the option of the Beneficiary, be sold as a whole and that it shall not be necessary to have present at
the place of sale the property or any part thereof.
17. Other Indebtedness. It is agreed that this Deed of Trust also secures Beneficiary in the payment of(a) all
indebtedness, obligations and liabilities arising pursuant to the provisions of this Deed of Trust, any other
security agreement, mortgage, deed of trust, collateral assignment, pledge agreement, loan agreement,
contract or assignment of any kind, now or hereafter existing,as security for or in connection with payment of
the Note or any part thereof and of any other document evidencing,securing or executed in connection with the
Note,and(b)all other and any additional debts,obligations and liabilities of every kind and character of Grantor
or Borrower, whether now or hereafter existing, in favor of Beneficiary, regardless of whether such debts,
obligations and liabilities be direct or indirect, primary, secondary, joint, several, joint and several, fixed or
contingent, unsecured or secured by additional or different securities, it being contemplated by Grantor and
Beneficiary that Grantor or Borrower may hereafter become indebted to Beneficiary in further sum or sums;
provided, however,that this Deed of Trust shall not secure any indebtedness of Grantor to Beneficiary which
under any circumstances is prohibited by the Texas Finance Code or any other law, and the parties hereby
agree that Chapter 346 of the Texas Finance Code shall not apply to this transaction. If default is made in the
payment of any other indebtedness secured hereby,or if Grantor breaches any of the covenants contained in
any lien securing such indebtedness, the indebtedness evidenced by the Note, at the option of the holder
thereof, shall at once become due and payable.
18. Sale or Transfer. Upon sale or transfer of all or any part of Grantor's interest in the Property, or of any
beneficial interest in Grantor(if said Grantor is not a natural person or persons but is a corporation,partnership,
trust or other legal entity), Beneficiary may,at its option,declare all of the sums secured by this instrument to be
immediately due and payable, and Beneficiary may invoke any remedies provided in this instrument.
Notwithstanding the foregoing,said option shall not apply in case of: (a)sales or transfers when the transferee's
creditworthiness and management ability are satisfactory to Beneficiary,and the transferee has executed,prior
to the sale or transfer,a written assumption agreement containing such terms as Beneficiary may require,
including, if required by Beneficiary, an increase in the rate of interest payable under the Note; (b) sales or
transfers of items of Grantor's personal property which have become obsolete or worn beyond practical use and
which have been replaced by adequate substitutes having a value equal to or greater than the replaced items
when new; (c)the grant, in the ordinary course of business,of a leasehold interest in a part of the Property of
one year or less(or such longer lease term as Beneficiary may permit by prior written approv
occupancy not containing an option to purchase; and (d)sales or transfers of beneficial intc e }
J �•� `�
LEASEHOLD DEED OF TRUST-PAGE 5. �V t ? �Cll I;I l v
I:\05015\0062\FB2655.DOC U" "�
provided that such sales or transfers,together with any prior sales or transfers of beneficial interests in Grantor,
do not result in more than forty-nine percent(49%)of the beneficial interests in Grantor having been sold or
transferred since the date of this Deed of Trust].
19. Subordinate Financing. If Grantor, without the prior written consent of Beneficiary, executes or delivers any
pledge, security agreement, mortgage or deed of trust covering all or any portion of the Property(hereinafter
called"Subordinate Mortgage"),Beneficiary may,at Beneficiary's option,which option may be exercised at any
time following the execution or delivery of such pledge,security agreement,mortgage or deed of trust,without
demand, presentment, protest, notice of protest, notice of intent to accelerate, notice of acceleration or other
notice, or any other action, all of which are hereby waived by Grantor and all other parties obligated in any
manner on the indebtedness hereby secured,declare the indebtedness hereby secured to be immediately due
and payable. In the event of consent by Beneficiary to the granting of a Subordinate Mortgage,or in the event
the above-described right of Beneficiary to declare the indebtedness hereby secured to be immediately due and
payable upon the granting of a Subordinate Mortgage without the prior written consent of Beneficiary is
determined by a court of competent jurisdiction to be unenforceable under the provisions of any applicable law,
Grantor will not execute or deliver any Subordinate Mortgage unless there shall have been delivered to
Beneficiary not less than ten (10) days prior to the date thereof a copy thereof which shall contain express
covenants to the effect: (a) that the Subordinate Mortgage is in all respects unconditionally subject and
subordinate to the lien and security interest evidenced by this Deed of Trust and each term and provision
hereof; and (b) that if any action or proceeding shall be brought to foreclose the Subordinate Mortgage
(regardless of whether the same is a judicial proceeding or pursuant to a power of sale contained therein),
written notice of the commencement thereof will be given to Beneficiary contemporaneously with the
commencement of such action or proceeding.
20. Limitation on Interest.The parties hereto intend to conform strictly to the applicable usury laws. All agreements
between Grantor or Borrower(and any other party liable for any part of the Note)and Beneficiary,whether now
existing or hereafter arising and whether written or oral,are expressly limited so that in no event whatsoever,
whether by reason of acceleration of the maturity of the Note or otherwise, shall the interest contracted for,
charged or received by Beneficiary hereunder or otherwise exceed the maximum amount permissible under
applicable law. If from any circumstances whatsoever interest would otherwise be payable to Beneficiary in
excess of the maximum lawful amount,the interest payable to Beneficiary shall be reduced automatically to the
maximum amount permitted under applicable law. If Beneficiary shall ever receive anything of value deemed
interest under applicable law which would apart from this provision be in excess of the maximum lawful amount,
the amount which would have been excessive interest shall be applied to the reduction of the principal amount
owing on the Note in inverse order of maturity and not to the payment of interest,or if such amount which would
have been excessive interest exceeds the unpaid principal balance of the Note,such excess shall be refunded
to Grantor,or to the maker of the Note or other evidence of indebtedness if other than Grantor. All interest paid
or agreed to be paid to Beneficiary shall, to the extent permitted by applicable law, be amortized, prorated,
allocated and spread throughout the full stated term,including any renewal or extension,of such indebtedness
so that the amount of interest on account of such indebtedness does not exceed the maximum permitted by
applicable law. The terms and provisions of this section shall control and supersede every other provision of all
existing and future agreements between Grantor,the maker of the Note or other evidence of indebtedness if
other than Grantor, and Beneficiary.
21. Binding Effect. The covenants herein contained shall bind,and the benefits and advantages shall inure to,the
respective heirs,executors, administrators,personal representatives, successors,and assigns of the parties
hereto and shall be covenants running with the Property. The term "Grantor"shall include in their individual
capacities and jointly all parties hereinabove named a Grantor. The duties,covenants,conditions,obligations,
and warranties of Grantor in this Deed of Trust shall be joint and several obligations of Grantor and,if more than
one, of each party named a Grantor hereinabove, and each such party's heirs, personal representatives,
successors and assigns. Each party who executes this Deed of Trust and each subsequent owner of the
Property or any part thereof(other than Beneficiary),covenants and agrees that it will perform,or cause to be
performed, each term, provision,covenant and condition of this Deed of Trust. Words of any gender used in
this Deed of Trust shall be held and construed to include any other gender and words in the singular number
shall be held to include the plural, and vice versa, unless the context requires otherwise.
22. Escrows. Upon Grantor's failure to perform the covenants of this Deed of Trust concerning the delivery to
Beneficiary of evidence of the payment of taxes and insurance premiums on the Property and upon written
request by Beneficiary,Grantor covenants and agrees to make an initial deposit and monthly deposits thereafter
with Beneficiary for the purpose of creating a fund for the payment of taxes and insurance premiums on the
Property. Monthly deposits shall be made on the dates specified by Beneficiary in such request, and each
payment shall be one-twelfth of the estimated annual taxes and insurance premiums on the Property, such
estimates to be made by Beneficiary. Said deposits shall be in addition to the payments called for in the Note,
and Beneficiary shall hold said deposits in trust,without bond and without the accrual of interest thereon,to pay
LEASEHOLD DEED OF TRUST-PAGE 6.
1:\05015\0062\F82655.DOC
such taxes and premiums as they become due. Should such deposits at any time be insufficient to pay the
taxes and insurance premiums when due,Grantor agrees to deposit the deficiency with Beneficiary immediately
upon demand, and if an excess should accumulate in such fund, such excess shall be credited to the next
maturing monthly deposit to such fund, or, at Beneficiary's option, be refunded to Grantor, or Grantor's
successors or assigns. If Grantor shall make full payment of the indebtedness hereby secured,Beneficiary will,
before accepting such full payment,apply to the reduction of principal any and all amounts then accumulated in
such fund. Grantor covenants and agrees that any default in the making of said deposits as herein provided
shall, at the option of Beneficiary, mature at once the entire amount remaining unpaid on the Note.
23. Environmental Matters; Compliance with Laws. Grantor warrants and represents to Beneficiary that (a) the
occupancy, operation, and use of the Property shall not violate any applicable law, statute, ordinance, rule,
regulation,order,or determination of any governmental authority or any board of fire underwriters(or other body
exercising similar functions),or any restrictive covenant or deed restriction(of record or otherwise)affecting the
Property, including, without limitation, applicable zoning ordinances and building codes, the Americans with
Disabilities Act of 1990, flood disaster laws and health and environmental laws and regulations (hereinafter
sometimes collectively called the"Applicable Regulations"); (b) neither Grantor nor any lessee of space from
Grantor in the Property shall obtain or be required to obtain any permits, licenses,or similar authorizations to
occupy,operate,or use any buildings,improvements,fixtures,and equipment forming a part of the Property as
intended by Grantor to be used and operated by reason of any Applicable Regulations pertaining to health or
the environment(hereinafter sometimes collectively called"Applicable Environmental Laws"),including,without
limitation,the Comprehensive Environmental Response,Compensation,and Liability Act of 1980("CERCLA")
and the Resource Conservation and Recovery Act of 1976("RCRA"), as each is amended from time to time;
and(c)the use that Grantor intends to make,or intends to allow,of the Property will not result in the disposal of
or release of any hazardous substance or solid waste onto or into the Property,or any part thereof. The terms
(as used in this Deed of Trust)"hazardous substance"and"release"have the meanings specified in CERCLA,
and the terms "solid waste" and "disposal" (or"disposed") have the meanings specified in RCRA. If either
CERCLA or RCRA is amended to broaden the meaning of any term defined thereby,the broader meaning shall
apply to this provision after the effective date of the amendment. Moreover, to the extent that Texas law
establishes a meaning for"hazardous substance", "release", "solid waste", or"disposal"that is broader than
that specified in either CERCLA or RCRA, the broader meaning shall apply.
Beneficiary(through its officers, employees and agents)at any reasonable time and from time to time,either
prior to or after default in this Deed of Trust or under the Note, may employ persons (the"Site Reviewers")to
conduct environmental site assessments ("Site Assessments") on the Property to determine whether or not
there exists on the Property any environmental condition which might result in any liability,cost or expense to
the owner,occupier or operator of the Property arising under the Applicable Environmental Laws. Beneficiary's
rights in this regard shall extend to all of the rights of Grantor under the Lease. The Site Assessments may be
performed at any time or times, upon reasonable notice, and under reasonable conditions established by
Beneficiary (so as not to unreasonably interfere with the operation of the Property). The Site Reviewers are
authorized at their own risk to enter upon the Property and to perform above and below-the-ground testing
(including,without limitation,taking of core samples)to determine environmental damage or presence of any
hazardous substance or solid waste in,on or under the Property and such other tests as may be necessary or
desirable, in the opinion of the Site Reviewers,to conduct Site Assessments. Grantor will supply to the Site
Reviewers such historical and operational information available to Grantor regarding the Property as may be
requested by the Site Reviewers to facilitate the Site Assessments and will make available for meetings with the
Site Reviewers appropriate personnel having knowledge of such matters.
Grantor shall indemnify,defend(with counsel selected by Beneficiary)and hold Beneficiary harmless from and
against, and reimburse Beneficiary with respect to, any and all claims, demands, causes of action, loss,
damage, liabilities,costs,and expenses(including attorney's fees and court costs)of every kind or character,
known or unknown,fixed or contingent,asserted against or incurred by Beneficiary at any time and from time to
time by reason of or arising out of any violation of an Applicable Environmental Law and all matters arising out
of acts,omissions,events,or circumstances relating to the Property(including,without limitation,the presence
on the Property or release from or to the Property of hazardous substances or solid wastes disposed of or
otherwise released and Grantor's breach of any of its covenants, representations or indemnities under this
provision), regardless of whether the act, omission, event, or circumstance constituted a violation of any
Applicable Environmental Law at the time of the existence or occurrence.
24. Appraisals. Upon written request of Beneficiary, Grantor agrees to reimburse Beneficiary for the full cost of
narrative appraisals of the Property, such appraisals being required from time-to-time in Beneficiary's sole
discretion to re-evaluate the current value of the Property due to(a)a deterioration of Grantor's revenue from
the Property, (b) if an appraisal is required by bank regulators, or (c) other events which would suggest a
deterioration in the value of the Property. Each appraisal shall be ordered directly by Beneficiary from an
appraiser satisfactory to Beneficiary and shall be in form and substance necessary to comply with all laws and
LEASEHOLD DEED OF TRUST-PAGE 7.
]:\05015\0062\F82655.DOC
regulations affecting Beneficiary. Grantor shall reimburse Beneficiary for any requested appraisal expense
within thirty(30)days from the date of the written request by Beneficiary.
25. Purpose. The loan evidenced by the Note is given,in part,to finance the construction of certain improvements
to the leasehold created by the Lease. This Deed of Trust shall constitute a"Construction Mortgage"as such
term is defined in Section 9.334 of the Texas Business and Commerce Code.
26. Leasehold Mortgage Provisions.
(a) Grantor shall timely pay each rental payment under the Lease and submit to Beneficiary upon request,
proof of payment. Grantor shall timely and properly perform all other obligations of the lessee under
the Lease and furnish Beneficiary with such evidence thereof as Beneficiary may reasonably require.
Beneficiary may, but shall not be obligated to, take any action that Beneficiary deems necessary or
desirable to perform the obligations of Grantor,as lessee under the Lease,or to cure any default in the
performance of any obligation of Grantor, as lessee under the Lease, and all sums expended by
Beneficiary in such connection shall constitute a portion of the indebtedness secured by this Deed of
Trust and shall bear interest until paid by Grantor at the rate specified in the Note to be applicable after
default thereunder. Should Beneficiary take any such action,Beneficiary shall become subrogated to
all rights of the lessor under the Lease as against Grantor,as lessee,arising on account of Grantor's
failure to perform the obligation performed or cured by Beneficiary. Grantor shall send Beneficiary a
copy of each Notice of Default or other Notice or correspondence received by Grantor under the Lease
within two(2)business days after receipt thereof by Grantor. No release,waiver or forbearance by the
lessor under the Lease of any of the Grantor's obligations as lessee thereunder shall release Grantor
from any of Grantor's obligations under this Deed of Trust,including Grantor's obligation regarding the
payment of rent and the timely and proper performance of all obligations of the lessee under the
Lease.
(b) Grantor will not surrender its leasehold estate and interest in and to the Lease,nor terminate,reject or
cancel the Lease, and it will not without the express prior written consent of Beneficiary modify,
change,supplement,alter or amend the Lease,either orally or in writing,and as further security for the
repayment of the indebtedness secured hereby and for the performance of the covenants set out in
this Deed of Trust and in the Lease,Grantor hereby assigns to Beneficiary all of its rights, privileges
and benefits as lessee under the Lease to terminate, cancel, modify, change, supplement, after or
amend the Lease, and any other such termination, cancellation, modification, change, supplement,
alteration or amendment of the Lease without the prior written consent thereto by Beneficiary shall be
void and of no force in effect.
(c) Unless Beneficiary so otherwise expressly consents in writing, the fee title, if any, to the property
demised by the Lease and the leasehold estate thereunder shall not merge but shall always remain
separate and distinct,notwithstanding the union of said estates either in the landlord,in Grantor,or in
a third-party by purchase or otherwise,and Grantor further covenants and agrees that,in case it shall
acquire fee title,or any other estate,title or interest in the property covered by the Lease,this Deed of
Trust shall attach to, and cover, and be a lien upon such other estates so acquired, and such other
estates so acquired by Grantor shall be considered as granted, assigned, transferred, mortgaged,
pledged and set over onto Beneficiary and the lien hereof shall extend to and encumber such estate
with the same force in effect as though specifically herein granted,assigned,conveyed,transferred,
mortgaged, pledged and set over to Beneficiary.
EXECUTED as of the date first above written.
GRANTOR:
SANDPIPER AIRPOR 1N, INC.,
a Texas
V:
Timo by D.Wo rd, President
LEASEHOLD DEED OF TRUST-PAGE 8.
1:\05015\0062\F82655.DOC
THE STATE OF/TEXAS
§
COUNTY OF
This instrument was acknowledged before me on the&day of,S4�2006, by Timothy D. Woodard,
President,of Sandpiper Airport Inn, Inc., a Texas corporation,on behalf of said corporation. `
Nota ublic in and for the State s
�e'.Sk.16iY.NVnYI.WI:.M:n4I:1AlI.YYi1ilFY: �• -.
PREPARED IN THE LAW OFFICE OF: a�u E�} BAILIFF
"' I. Notary Public
McDonald Sanders, P.C. � XN STJi►TE OF TEXAS
777 Main Street '
^' IVIT Lan.Exp. 101/25/2
Suite 1300
Fort Worth,Texas 76102
LEASEHOLD DEED OF TRUST-PAGE 9.
1:\05015\0062\F82655.DOC
EXHIBIT A
LEGAL DESCRIPTION
LEASE SITE NO. 1-S
A Parcel of land, being a Portion of Block 2, MEACHAM AIRPORT, according to plat
recorded in Cabinet A, Slide 2445, Plat Records, Tarrant County, Texas, also known as
Fort Worth Meacham International Airport, and being more particularly described as
follows using the Texas Coordinate System, North Central Zone, NAD 27, Coordinates
and Bearings as follows:
COMMENCE at a point in the West line of North Main Street and the North line of 38th
Street, said point being an Easterly Southeast corner of said Meacham Airport, Thence
North, 739.07 feet and West 44.18 feet to a PK Nail with Shiner set for the POINT OF
BEGINNING of the herein described lease, said point being the Southeast corner of
Lease Site 1 S, said point being the Northeast corner of Lease Site 2S, the Coordinates
of said Point of Beginning are X=2,045,644.77, Y-417,687.17;
THENCE North 89 degrees 36 minutes 00 seconds West, at 310.46 feet pass a PK Nail
set for the Northwest corner of Lease Site 2S, in all 364.71 feet, to a mark X cut in
concrete, for the Southwest corner of the herein described lease;
THENCE North 00 degrees 26 minutes 34 seconds East, 405.82 feet to a mark X found
in concrete for the most Westerly Northwest corner of herein described lease;
THENCE South 80 degrees 12 minutes 21 seconds East, 147.09 feet to a PK Nail with
Shiner set;
THENCE North 00 degrees 43 minutes 39 seconds East, 129.28 feet to an PK Nail with
Shiner set, for the most Northerly Northwest corner of herein described lease;
THENCE South 89 degrees 16 minutes 21 seconds East, 194.50 feet to a 5/8 inch iron
rod with a Red Cap Set, for the most Northerly Northeast corner of the herein described
lease;
THENCE South 00 degrees 30 minutes 21 seconds West, 39.00 feet to an PK Nail with
Shiner Set;
THENCE South 89 degrees 29 minutes 39 seconds East, 25.00 feet to an PK Nail with
Shiner Set, for the most Easterly Northeast corner of herein described lease;
THENCE South 00 degrees 30 minutes 21 seconds West, 470.94 feet to the Point of
Beginning, and Containing 168,374 square feet of land, more or less.
LEASE SITE NO. 1 S-D-S
A Parcel of land, being a Portion of Block 2, MEACHAM AIRPORT, according to plat
recorded in Cabinet A, Slide 2445, Plat Records, Tarrant County, Texas, also known as
Fort Worth Meacham International Airport, and being more particularly described as
follows using the Texas Coordinate System, North Central Zone, NAD 27, Coordinates
and Bearings as follows:
COMMENCE at a point in the West line of North Main Street and the North line of 38th
Street, said point being an Easterly Southeast corner of said Meacham Airport, Thence
North, 783.81 feet, and West 4.60 feet to a 5/8 inch iron rod with a Red Cap set for the
POINT OF BEGINNING of the herein described lease, said point being the Southwest
corner of Lease Site 1 S-D-S, the Coordinates of said Point of Beginning are
X=2,045,684.35, Y=417,731.91;
THENCE North 89 degrees 32 minutes 04 seconds West, 15.00 feet to a Railroad Spike
set;
THENCE Generally along the West edge a concrete runner, North 00 degrees 27
minutes 56 seconds East, 157.54 feet to a Railroad Spike set;
THENCE North 89 degrees 32 minutes 04 seconds West, 4.60 feet to a PK Nail with
Shiner set;
THENCE North 00 degrees 27 minutes 56 seconds East, 8.64 feet to a PK Nail with
Shiner set;
THENCE South 89 degrees 32 minutes 04 seconds East, 4.60 feet to a Railroad Spike
set;
THENCE, Generally along the West edge a concrete runner, North 00 degrees 27
minutes 56 seconds East, 85.67 feet to a Railroad Spike set;
THENCE South 89 degrees 32 minutes 04 seconds East, 15.00 feet to a 5/8 inch iron
rod with a red cap set;
THENCE South 00 degrees 27 minutes 56 seconds West, 251.85 feet, to the Point of
Beginning, and Containing 3,817 square feet of land, more or less.
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Legal Description for;
Fort North International Airport
Lease Site No. IS
A parcel of land, being a portion of Block 2, Meacham Airport, according to plat, recorded in Cabinet A,
Slide 2445, Plat Records,Tarrant County,Texas, also known as Fort Worth Meacham International
Airport,and being more particularly described as follows using the Texas Coordinate System, North
Central Zone,NAD 27,Coordinates and Bearings as follows:
Commence at a point in the west line of North Main Street and the north line of 38'x'Street, said point
beim an easterly southwest corner of said Meacham Airport,Thence: NORTH, 739.07 feet,and WEST,
44.18 feet to a PK Nail with Shiner set for the POINT of BEGINNING of the herein described lease, said
point being the southeast corner of Lease Site I S,said point beim,the northeast corner of Lease Site 2S, the
Coordinates of said POINT of BEGINNING are X=2,045,644.77, Y=417,687.17;
Thence;North 89 degrees 36 minutes 00 seconds West,at 310.46 feet pass a PK Nail set for the northwest
corner of Lease Site 2S, in all 364.71 feet, to a mark X alt in concrete,for the southwest corner of
the herein described lease;
Thence;North 00 degrees 26 minutes 34 seconds East,405.82 feet,to a marl: X found in concrete, for the
most westerly northwest corner of herein described lease;
Thence; South 80 degrees 12 minutes 21 seconds East, 147.09 feet,to a PIK Nail With Shiner set:
Thence;North 00 degrees 43 minutes 39 seconds East, 129.28 feet,to an PK Nail With Shiner Set, for the
most northerly northwest corner of herein described lease;
Thence; South 89 degrees 16 minutes 21 seconds East, 194.50 feet, to a 518" Iron Rod with a Red Cap Set.
for the most northerly north east corner of the herein described lease:
Thence; South 00 degrees 30 minutes 21 seconds West, 39.00 feet, to an PK Nail With Shiner Set;
Thence; South 89 degrees 29 minutes 39 seconds East,25.00 feet, to an PK Nail With Shiner Set, for the
most easterly north east corner of herein described lease;
Thence; South 00 degrees 30 minutes 21 seconds West,470.94 feet, to the Point of Beginning, and
containing 168,374 square feet of land. more or less. ,
SurveYed on the ground in February, 1999.
H A N HAI`
� 78 r
ENGINEERING DEPARTMENT U
THE CITY OF FORT WORTH * 1000 THROCKMORTON STREET * FORT WORTH,TEXAS 76102-6311
(817) 871-7941 * FAX (817) 871-7854
�^� Printed on recycled paper
FoPTWoPTH
Legal Description for;
Fort North International Airport
Lease Site No. I S-D-S
A parcel of land, being a portion of Block 2,Meacham Airport, according to plat, recorded In Cabinet A.
Slide 2445, Plat Records, Tarrant County,Texas, also known as Fort Worth Meacham International
Airport,and being more particularly described as follows using the Texas Coordinate System. North
Central Zone, NAD 27,Coordinates and Bearings as follows:
Commence at a point in the west line of North Main Street and the north line of 38'6 Street, said point
being an easterly southwest corner of said Meacham Airport,Thence: NORTH, 783.81 feet,and WEST,
4.60 feet to a 5/8" Iron Rod with a Red Cap set for the POINT of BEGINNING of the herein described
lease,said point being the south west corner of Lease Site I S-D-S, the Coordinates of said POINT of
BEGINNING are X=2,045,684.35, Y=417,731.91;
Thence; North 89 degrees 32 minutes 04 seconds West, 15.00 feet, to a Rail Road Spike set;
Thence; Generally along the west edge a concrete runner, North 00 degrees 27 minutes 56 seconds East.
157.54 feet, to a Rail Road Spike set;
Thence; North 89 degrees 32 minutes 04 seconds West,4.60 feet, to a PK Nail with Shiner set;
Thence; North 00 degrees 27 minutes 56 seconds East, 8.64 feet, to a PK Nail with Shiner set,
Thence; South 89 degrees 32 minutes 04 seconds East,4.60 feet, to a Rail Road Spike set:
Thence; Generaliv along the west edge a concrete runner, North 00 degrees 27 minutes 56 seconds East.
85.67 feet, to a Rail Road Spike set;
Thence; South 89 degrees 32 minutes 04 seconds East, 15.00 feet, to a 5/8" Iron Rod with a Red Cap set:
Thence; South 00 degrees 27 minutes 56 seconds West, 251.85 feet, to the Point of Beginning. and
containing 3,817 square feet of land,more or less.
Surveyed on the ground in February, 1999.
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r THE CITY OF FORT WORTH * 1000 THROCKMORTON STREET *•FORT WORTH, TEXAS 76102-6311
(817) 871-7941 * FAX (817) 871-7854
Cj Printed on recycled paper
Page 1 of 1
City of Fort Worth, Texas
Mayor and Council Communication
COUNCIL ACTION: Approved on 9/12/2006
DATE: Tuesday, September 12, 2006
LOG NAME: 55SAND INN DOT REFERENCE NO.: **C-21675
SUBJECT:
Authorization to Execute a Second Written Consent to Deed of Trust Lien by Sandpiper Airport Inn,
Inc. in Favor of Summit Bank, N.A. for Lease Site 1-S at Fort Worth Meacham International Airport
RECOMMENDATION:
It is recommended that the City Council authorize the City Manager to execute a second written Consent to
Deed of Trust Lein by Sandpiper Airport Inn, Inc., through its President Don E. Hansen, in favor of Summit
Bank, N.A. for Lease Site 1-S at Fort Worth Meacham International Airport.
DISCUSSION:
On December 17, 2002, (M&C C-19392) the City consented to the execution by Sandpiper Airport Inn, Inc.
of a Leasehold Deed of Trust Lien on the Leased Premises, CSC No. 28266, in favor of Summit Bank, N.A.
in order to secure financing for mandatory improvements as required by the Lease.
Sandpiper Airport Inn, Inc. now wishes to obtain additional financing from Summit Bank, N.A. and wishes to
pledge its interest in the leasehold as security to obtain the additional financing. Sandpiper Airport Inn, Inc.
and Summit Bank, N.A. desire the City of Fort Worth to consent to the execution of a Leasehold Deed of
Trust Lien on the leased premises for additional financing.
If approved by City Council, the Deed of Trust Lien will grant the Bank the right to operate as Lessee or to
secure another tenant in ofplace Sandpiper Airport Inn, Inc., in the event that the tenant defaults on the loan
or the lease with the City of Fort Worth. The Lease Agreement prohibits Sandpiper Airport Inn, Inc. from
making any assignment of the Lease or causing any lien to be made on improvements constructed on the
leased premises without City Council approval. This type of transaction is routine for large airport tenants
and City staff has no objection to Mr. Hansen's request.
Fort Worth Meacham International Airport is located in COUNCIL DISTRICT 2.
FISCAL INFORMATION/CERTIFICATION:
The Finance Director certifies that this action will have no material effect on City funds.
TO Fund/Account/Centers FROM Fund/Account/Centers
Submitted for City Manager's Office by: Marc Ott (8476)
Originating Department Head: Mike Feeley (871-5403)
Additional Information Contact: Mike Feeley (871-5403)
http://www.cfwnet.org/council_packet/Reports/mc_print.asp 11/21/2006