HomeMy WebLinkAboutContract 28263CIiY S�CREiARl� ������
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SF,C'iJRiTY A(�RFF,MF,NT AND FiNANC:iNf: �TATF,TViF,NT
FORT WORTH MEACHAM INTERNATIONAL AIRPORT
FIXED BASE OPERATOR LEASE AGREEMENT
(CITY SECRETARY CONTRACT NO. 9779, AS AMENDED)
This CONSENT TO 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;
DON E. HAI�SEN ("Lessee"), an individual; and SUIi�IMIT BANI�, I�1.A. (��Bank"), a national
banking association acting by and through S. Tom Senor, its duly authorized President.
�
The followmg statements are true and correct and form the basis af this Agreement:
A. Lessor and Lessee previously entered into City Secretary Contract ("CSC") No. 9779, as
amended by CSC No. 15513 and assigned to Lessee pursuant to CSC No. (collectively, the
��Lease"), a lease of real property located at Fort Worth Meacham International Airport
("Airport") known as the South Fuel Farm (the "Leased Premises").
B. Pursuant to CSC No. 18967, Lessor consented to an assignment by Lessee of its right, title
and interest in the Leased Premises to Bank of the West and to the execution by Lessee of a Deed of
Trust lien on the Leased Premises to Bank of the West to secure indebtedness owed by Lessee to
Bank of the West for improvements to the Leased Premises (collectively, the `�Bank of the West
Agreements"). Lessee has refinanced its indebtedness for such improvements to the Leased
Premises, and Bank of the West has released all rights and interest in the Leased Premises provided
by CSC No. 18967.
C. Pursuant to Lessee's refinancing of its indebtedness for improvements to the Leased
Premises, Lessee and Bank desire Lessor to consent to an assignment by Lessee of its right, title and
interest in the Leased Premises to Bank and to consent to the execution by Lessee of a Deed of
Trust lien on the Leased Premises to Bank in order to secure indebtedness owed by Lessee to Bank
under certain promissory notes.
Ag�• .em .n
1. Lessor hereby consents to the execution by Lessee of the Deed of Trust, Security Agreement
and Financing Statement attached hereto as Exhibit ��A" (collectively, the "Deed of Trust") and to
the assignment by Lessee to Bank or a trustee of Bank, acting as Bank's agent, of Lessee's right,
title and interest 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 map of Exhibit
Page 1
Consent to Deed of Trust between
Don E. Hansen and Summit Banlc, N.A.
(CSC No. 9779, as amended)
U!� 'p u v�i�� l�� U:15'u U��J
���1`r ���
U� i� �,
°GB", attached hereto and hereby made a part of this Agreement for all purposes. However, Lessee
and Banlc 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 10:1
of the Deed of Trust; or (iii) grant any right, privilege or use to Bank 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 Bank
acknowledge, understand and agree that Lessee and Bank do not have any right to convey any
interest in real property at the Airport greater than that granted specifically by the Lease. Bank
aclrnowledges 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 Bank does not have the right to sell or
otherwise convey any property interest in such irnprovements other than as part of the leasehold
estate.
3. 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 Bank with written notice of its intent to exercise such any such right. Bank 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 Bank, 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 Bank with an extended
deadline to cure such default as determined by Lessor its sole, but reasonable, discretion.
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
Bank as additional insureds 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 Bank,
Bank 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 fiilly the terms and conditions of the Lease. Payment of such
proceeds shall apply secondarily to secure any of Lessee's indebtedness to Bank.
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. Bank agrees that it promptly will notify Lessor in writing when Bank has released its rights
Page 2
Consent to Deed of Trust between
Don E. Hansen and Suminit Bank, N.A.
(CSC No. 9779, as amended)
under the Deed of Trust. This Agreement will automatically terminate on the earliest date that
Bank 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) Bank may not assign any
of its rights under the Deed of Trust to any other person (other than a trustee acting as Bank's
agent), firm or corporation and (ii) in the event that Bank forecloses upon Lessee under the Deed of
Trust, Bank may not sell or otherwise transfer in any way any of Bank'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.
8. Notices to Bank required pursuant to the provisions of this Agreement shall be conclusively
determined to have been delivered when (i) hand-delivered to Bank, 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:
5ummit Bank, N.A.
Attn: S. Tom Senor
3851 NE Loop 820
Fort Worth, TX 76137
Fax: 817-306-9277
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 that it has discharged all of its duties and
obligations to Bank of the West under the Bank of the West Agreements and that Bank of the West
has released all of its rights ta the Leased Premises granted by the Bank of the West Agreements.
11. In the event of any conflict between this Agreement and the Lease, the Lease shall control.
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 Bank'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 may not be withdrawn, amended or modified except by a written
agreement executed by the parties hereto and approved by Lessor's City Council. Lessee and Bank
covenant and agree that they will not amend the Deed of Trust, or assign any rights and/or
obligations thereunder, without the prior written consent of Lessor.
13. 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
Page 3
Consent to Deed of Trust between
Don E. Hansen and Summit Bank, N.A.
(CSC No. 9779, as amended)
in Tarrant County, Texas or in the United States District Court for the Northern District of Texas,
Fort Worth Division.
14. This written instrument, including any documents attached hereto and/or incorporated
herein by reference, contains the entire understanding and agreement between Lessor, Lessee and
Bank 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.
I1�1 WITIl1ESS WHEREOF, the parties hereto have executed this Agreement in multiples
as of the last date set forth below:
CITY OF FORT
:
Assistant City Manager
DatP• %�-- �'i � �. D Z
ATTES��
,
/
By; k ' : �.�'�,�.
�loria Pe on
City Secretary
d� I � � � I , ._"""....0
Gont�a�t Authox�z��iox�
��.,.g,_�. �a� �.Y.! l�.v�.....�... __ _ ,�-.
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Page 4 ; �l!lu����«!�,,�;� '
Consent to Deed of Trust between •
Don E. Hansen and Summit Banlc, N.A. j (; '� ,
(CSC No. 9779, as amended) �
APPROVED AS TO FORM AND LEGALITY:
By: !'~l' �' = r �-tif ,
Peter Vaky �
Assistant City Attorney
M&c• {'*-r'�r��,� ,�z-t7�-�1Z-
DON E. HANSEN:
, /, ;
� - � , � �
,� , „ ..
Date: ,' 1-' t� � - -
SUMMIT BANK, N.A.:
By, �'/-�
S. Tom Senor �
President
DatP. l �''� �'"�� ��....
ATTEST:
By
: ��'�fJ� 14 � ` ,�
ATTEST:
By:��.(h�� �.c�.�o1.
Page 5
Consent to Deed of Trust between
Don E. Hansen and Summit Bank, N,A,
(CSC No. 9779, as amended)
STATE OF TEXAS
COUNTY OF TARRANT
0
BEFORE ME, the undersigned authority, 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.
. GIVEN UNDER MY HAND AND SEAL OF OFFICE this .�� day of
��.;e�� , 2002.
=���:Y:,��;� ROSELLABARNES
�' NOTARY PUBLIC
�*�� �� State of Texas
�'''�aF"�P'' Comm. Exp. 03-31-2005
W���M����'
STATE OF TEXAS
COUNTY OF TARRANT
��.v ,f� t ��.c.�_o.-�.--+
Notary Public in and for the State of Texas
BEFORE ME, the undersigned authority, a Notary Public in and for the State of Texas, on
this day personally appeared Don E. Hansen, known to me to be the person whose name is
subscribed to the foregoing instrument, and acknowledged to me that the same was his act and that
he executed the same as his act for the purposes and consideration therein expressed and in the
capacity therein stated.
���GIVEN UNDER MY HAND AND SEAL OF OFFICE tkvis �� day of
.�� , 2002.
� �.��,:. � ��- � ��;�- �
�� ;:o,�,YP�a� �.E�n�N ��vErvp��-�
� ; �,�� � NOT'ARY Pt�B�IC I>
i `,�, �'✓�1 �� STA`fE�O�?`��.;G�� �
LT9� OF �*P My Comm. I:x�.12-22-2�Q�� ��, )
5 `�,A•, �
.���.r '�'' ��l.r� �:�'��"i��.Y'`
.���ii� �,�%�"
Notary ublic in and for the State of Texa�s
STATE OF TEXAS
COUNTY OF TARRANT
BEFORE ME, the undersigned authority, a Notary'Public in and for the State of Texas, on
this day personally appeared S. Tom Senor, 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
Summit Bank, I�1.A. and that he executed the same as the act of Summit Bank, N.A., for the
purposes and consideration therein expressed and in the capacity therein stated.
�EN UNDER MY HAND AND SEAL, OF OFFICE this Q� �
Q� , 2002.
�L� _^ �--_ _- N.�,�. � .,�s,,.,,�,,.,�._;�
��, �`'°��� LEANN DAVEPdPOR'i `�
� *' NOTARY PUBLIC ''+
` `��,�, ' STAT� OF 1'�Je�a� ,J
�� T9�o�F �+p� My Comm. [xp.12-22-2��" ')
..vm "1I 'f.� fi- - - __ �
'-��i•-•�i�`./-`
day of
���t � . ��"
Notary Public in and for the State of Texas
Exhibit "A"
Summit I�ank, N.�►.
3851 NE Loop 820
Fort Worth, Texas 76137
$375,000.00 December 11, 2002
BUT TO BE EFFECTIVE DECEMBER 20, 2002
DEED OF TRUS7 NOTE
FOR VALUE RECEIVED, the undersigned (whether one or more) (and any endorsers hereo� jointly and severally promise to pay to
the order of Summit Bank, N.A., ("Bank") at its office in Tarrant County, Texas, or at such other places as Bank may hereafter designate,
the principal sum of THREE HUNDRED SEVEN7Y-FIVE THOUSAND AND NOl100 DOLLARS ($375,000.00), orso much thereof
as may be advanced, with interest (calculated on the basis of a 360 day year) on the unpaid principal balance from time to time owing
hereon computed from 1he date of this note until maturity at a per annum rate of (check box and complete appropriate paragraph):
6,5
❑ % greater than the Base Rate published from tlme to time by Bank (the Base Rate is the interest
rate announced from time to time by 6ank as a general reference loan rete of interest and it may or may not be the lowest
rate charged by Bank from time to time.) Provided, however, that the rate of interest charged hereunder shall never be
greater lhan the Maximum Lawful Rate. The present rate of interest computed by such formula Is °/a per annum. Any
change In the Base Rate by Bank shall be effective for purposes of changing lhe rate of interest which this Note bears as
of the date of the change of such Base Rate unless othenvise stated as follows:
All past-due principal and interest shall bear interest at the Maximum lawful Rate.
This Note is payable on demand, but if no demand Is mede, then thls Note Is payable as follows: In 59 monthly instaliments of
$3,266.66 each, including principal and interest; each installment when paid shall be credited first to the payment of accrued
interest, and the remaining balance to the reduction of principal; the first installment being due and, payable on or before the
20th day of January, 2003, and a like installment being due and payable on or before the 20th day of each succeeding month
thereafter until December 20, 2007, when the entire sum, both principal and accrued interest, shall be wholly due and payable.
It is expressly provided antl stipulaled that nolwithstanding any provision of this Note or any other instrument evidencing or securing
the loan herein set forth, in no evenl shall the aggregate of all interest paid or contracted to be paid to Bank by the underSig�ed (or any
guarantors or endorsers) ever exceed the maximum amount of interest whfch may lawfully be charged the undersigned by Bank on the
principal balance of this Note from lime to time advanced and remalning unpaid. In lhis connection, It is expressly stipulated and agreed
that it is the intent of Bank and the undersigned in the execution and delivery of this Note to contract in strlct compliance with applicabie
usury laws. In furiherance thereof, none of the terms oF this Note or said other instruments shall ever be construed to create a contract to
pay Interest at a rate in excess of the Maximum Lawful Rate for the use, forebearanee or detention of money. The tertn "Maximum Lawful
Rate" as used herein, shall mean the maximum nonusurious rate of interest which may lawfully be charged the undersigned by Bank under
applicable law, and, in interpreting the Maximum LawFul Rate, Ba�k may rely upon lhe "indicated rate ceiling" in effect from fime to time
as defined in Vernon's Ann. Civ. St. aR. 1.04(a) as limited and modified by Vemon's Ann. Civ. St. arl. 1,04(b). In determining whethe� ihe
loan evidenced by this Note is usurious under applicable law, all interest at any tfine contracted for, charged, or received hom the
undersigned in connection with the loan avtdenced by this Note shall he amortized, prorated, allocated, and spread in equal parts during
the period of ihe full stated term of this Note. However, in the event that this Note (s paid fn full by the undersigned (or any guarantors or
endorsers hereo� prior to the end of the Full stated term of this Note and in the event the i�terest received by Bank for the actual period
of the existence of ihe loan exceeds the Maximurti Lawful Rate, Bank shall, at Its option, either refund to the undersigned the amount of
such excess or credit the amou�t of such excess against any amounls owing by the undersigned under this Note. In addiNon, if, from any
circumstances whatsoever, fulfilimenl oF any prpvisfon hereof, or of the Deed af Trust, Security Agreement end Financing StaRement
securing this Note, or of any other inslrument securing this Note, or of any other agreement referred to herein or executed pursuent to nr
in connectia� with this Nole, at fhe time performance of such provisions shall be due, shall invalve transcending the Iimit of validily
prescribed by applicable law, then, Ipso faclo, the obligalion to fulfill shall be reduced to Ihe Iim(t of such validity, and if from any
circumstances Bank shall ever receive as interest an amount which would axceed the Maximum Lawful Rate, such. amount whlch would .
be excessive Interest shall, at Ihe option oF Bank, be refunded to the undersigned or be applted to tha reduction of the unpald p�incipal
balance due hereunder and not to the payment of interest. The provisions oFthis paragraph shall supersede all other provisio�s of this Note
and all provisions of other instnrments evidencing or secUring the foan evidenced by this Note, should such provisions be in apparent • •
conflict herewith,
The undersfgned (including endorsers) are to be r�garded as principals so faras their Ilability to Bank is concemed and all such persons
agree that Bank and any one or more of the undersigned may at any time renew and extend the date of maturity hereof or modify the_
method oFpayment herein without notice oFsuch fact to a�y others of undersigned (including endorsers) who shall remain severally bound
for the payment hereof, and agree that any and all security interests, mortgages, deeds of trust or other Ilens given for the payment hereof .
by the undersigned at any time shall remain in full force and effect as security for the payment of any renewal or extension of this Note or
any part thereof. THE UNUERSIGNED AND ALL. ENDORSERS, SURETIES AND GUARANTORS HEREOF, AS WELL AS ALL
PERSONS TO BECOME LIABLE ON THIS NOTE, HEREBY JOINTLY AND SEVERALLY WAIVE ALL NOTICES OF NONPAYMENT,
D.EMANDS FOR PAYMENT, PRESENTMENTS FOR PAYMENT, NOTICES OF INTENTION TO ACCELERATE MATURITY, NOTICES
OF ACTUAL ACCELERATION OF MATURITY, PROTESTS, NOTICES OF PROTEST, AND.ANY OTHER DEMANDS OR NOTICE OF
ANY KIND AS TO THIS NOTE, DILIGENCE IN COLLECTION HEREOF AND IN BRINGING SUIT HEREON AND ANY NOTICE OF, OR
DEFENSE ON ACCOUNT OF, THE EXFENSION OF TIME OF PAYMENT OR CHANGE IN THE METHOD OF MAKING PAYMENT, AND
WITHOUT FURTHER NOTICE HEREBY CONSENT TO ANY AND ALL RENEWALS AND EXTENSIONS IN THE 1'IME OF PAYMENT
HEREOF EITHER BEFORE OR AFTER MATURITY AND THE RELEASE OF ANY PARTY PRIMARILY OR SECONDARILY LIABLE
HEREON. As to any extension or renewal, lhe rate of interest thereon may be changad and/or fees in consideration of loan exlensions may
be imposed and any �elated �ight or security thereFore may be waived, exchanged, surrendered or otherwise dealt with, and any of ihe acts
mentioned in said renewal notes may be done all without affecting the Ilability of the undersigned or the 1labllity oF any endorsers, sureties,
or guarantors hereof, each of whom agrees to remain liable under said renewal note until the debt represented thereby is actually p�id fn
full to Bank, The undersigned agree that 6ank's acceptance of paRial or delinquent payments, or failure of 8ank to exerclse any right ar
remedy co�tained herein or in any instrument gfven as security for the payment of this Note shall not be a waiver of any obligation of the
undersigned to Bank or constilute waiver of any similar default subsequently occurring. The undersigned and all sureties, endorsers, and
guarantors of this Note agree to any substitution, exchange ar release of any collateral given as securlty for this Note or the release of any
party primarily or secondarily liable hereon, and further agree that itwill not be necessary forBank, in order to enforce payment ot this Nole,
to first fnstitute suit or exhaust Its �emedies against any maker or others liable herefor, or to enforce its rights againsl any securi,ty herefor.
The undersigned expressly agree that in the event of default in the payment of this Note or of any installment of principal and/or Interest
of this Note when due, ar uppn ihe occurrence of an Event of Default under the Deed of Trust, Security Agreement and Financing
Statement being executed simultaneousty herewith, or in the event of defeult in the performance of any of the terms, covenanls or
'conditions contained in any other inslrumenl or instruments given as security for the payment of this Note, or upon tailure of tha
undersigned lo pay when due any amounts owing under such other instrument, or in the event Bank, in good faith, deems itself insecure
or otherwise believes that lhe prospect of payment or performance of this Note or any of its terms are Impaired, or If any event occurs or �
condition exists which aulhorizes the acceferation of�the maturity hereof under any other agreement made hy the undersigned with Bank,
or if any representation, warranly or certification made by the undersigned wilh Bank, or iFany representation, warranty or certification made
by the undersigned in any ceRificate, financlal statement or other inslrument pursuant hereto shall prove to have been incqrrect In any
material respect upon the date when made; or if the undersigned (inctuding endorsers, sureties, and guarantars) shall admit in writing an
inability to pay this Note when due or shall make an assignment for the benefit of creditors; file a petition in bankruptcy, petition or apply
to any tribunal for the appointmenl•of a cuslodian, receiver or any trustee for it or a substantial part of its assets, or shall commence any
proceeding under any bankruptcy, reorganization, arrangement, readJustment of debt, dlssolulion or Iiquldallon law or statute of any
jurisdiction, whether now or hereafter In effecl; or if there shall have been filed any such petition or application, or any such proceeding shall
have been commenced against il, in which an order for relief is entered or which remains undismissed for a period of Ihirly days or more;
or if the undersigned, (including endorsers, sureties and guarantors) by any act or omission shall indicate its consent to, approval o( or
acquiescence in any such petition, application or proceeding or order for relief or the appointment of a custodia�, receiver or any trustee
for it or any substantial pa�t of any of its properties, or shall suffer any custodianship; receiversF�ip or trusteeship to continue undischarged
for a period of thirty days or more; or it the undersigned, (including endorsers, sureties and guarantors) shall generaliy nol pay its debls
as such debts become due; or if the undersigned, (including endorsers, sureties and guarantors) shall have concealed, removed, or
permitted to be concealed or removed, any part oF its prope�ty, with intent to hinder, delay or defraud its creditors or any of fhem, or made
or suffered a transFer of any of its property which may be fraudulent under any bankruptcy, fraudulent conveyance or simllar law; or shall �
have made any iransfer oF its property to or for the beneFit of a creditor at a time when other creditors similarly situated have nol been pald;
or shall have suffered or permitted, while Insolvent, any creditor to obtain a Iieh upon any of its property through legal proceed(ngs or
distraint which is not vacated within thirty days from the date thereof, then, and in that event; Bank may, at its option, wi{hout notice of
nonpayment, demand oF payment, presentment for payment, notice of intention to accelerate maturity, notice of maturily, protest, notice
of protesl, or any other demand or notice of any kind, all of which are hereby expressly waived, declare the principal of this Note, or so '
much thereof as may remain unpaid at the time, and all interest then accrued thereon at once due and payable, and Bank may i�nmediately '
exercise its right of setoff as descri6ed below. In the event default is made in lhe prompt payment of this Note when due.or declared due,
or the same is placed in the hands of an attorney for collection, or suit is brought on same, or the same Is collected through any judicial
proceeding whatsoever, or if any ection oF foreclosure be had hereon, then lhe undersigned, jointly and severally, agree and promise lo •
pay to Bank, in additfon to the olher amounts due hereunder, an additional sum of not less than fifteen percent (15%) of the unpaid principal
and interest then due on this Note as attorney's fees plus all expenses incurred in connection with the protection or realtzation of the
collateral pledged as security for repayment of the indebtedness reflected herein or enforcement of any guaranty incurred by Bank on
account of such collection whether or not suit is filed hereon.
The provisions of this Note are binding on the heirs, executors, administrators, successors and assigns of the undersigned (including
endorsers) and shall inure lo the benefik of Bank and any other holder hereof, and their respective successars and assigns and such
provisions shall, 6e construed pursuant lo the laws of the Stale oF 7exas. The term "Bank" as used herein shall include any subsequent
'owner or holder of lhis Note exceptwhen In reference to the "Base Rate' which shall always be intended to mean lhe Base Rate of Summit
, Bank, N.A. The agreements contained herein are fully performable in Tarrant County, Texas.
As further security for this Note, and all other Indebtedness which may at any time be owing by the undersigned (and any endorsers
hereo� to Bank or other holder hereof, the undersigned (and any endorsers hereo� give to Bank, or other holder hereof, a security interest
and a contractual right of setoff in and to all money now In, or at any time hereafter caming within, the custody or control of Bank or other
holder hereof (including, without limitation, all deposits and accounts) and Bank may and is authorized to retain and apply said money to
lhe payment of lhis Note and/or to the payment of such other indebtedness, in such order as Bank may, in its sole discretion, determine.
Additionally this Note is secured by a Deed of Trust, Security Agreement and Financing Statement of even date herewith to S, TOM
SENOR, as Trustee, covering certain real estate located in the County of Tarrant, State of Texas and described as follows:
All of Grantor's right, Iltle and interes! in and to Ihose certaln lease Agreements (and any and all Amendments fherto) as set forth on Exhiblt "A",
attached herelo and incorporated hereln for all purposes, being Lease Agreements by and belween [he City af Fort Worth, as Lessor, and Don
E. Hanse, as Lessee, and relating to certain tracts or parcels of land located at Meacham Field, a municipal airport in the City of Fort
WoRh, Texas, said real property relating to and being the su6ject of the Lease Agreements being described on Exhibit "B", "C', "D",
and "E", attached hereto and incorporated herein for ail purposes.
THIS WRITTEN LOAN AGREEMENT REPRESENTS THE FINAL
AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE
CONTRADICTED BY EVIDENGE OF PRIOR,
CONTEMPORANEOUS, pR SUBSEQUENT ORAL
AGREEMENTS OF 7HE PAR7IES. .
THERE ARE NO UNWRITfEN ORAL
AGREEMENTS BETWEEN THE PARTIES.
4000 North Main 5treet
The undersigned: ' ,
�f���
DON E. HAN� '
Fort Worth, Texas 76106
GFk ATC 2002 D0 717982-A (827y .. .
Summit Bank, N.A.
DEED OF TRUST
SECURITY AGREEMENT
FINANCING STATEMENT
THE STATE OF TEXAS
COUN7Y OF TARRANT
This instrurtient is entered into between the understgned (hereafter called "Mortgagor") and S. 70M SENOR (hereafter called
"Trustee"), as trustee for Ihe benefit of Summit Bank, N.A. (hereafter called "Bank").
SECTION 1. DEFINITfONS.
1:1 The term "Mortgaged Premises" means the following descrfbed real property and personal property which Is or will become fixtures
(list personal property by item or type):
All of Grantor's right, title and interest in and to those certain Lease Agreements (and any and all Amendments thereto)
as set forth on Exhibit "A", ariached hereto and Incorporated herein for all purposes, being Lease Agreements by and
between the City of Fort Worth, as Lessor, and Don E. Hansen, as Lessee, and relating to certain tracts or parcels ot
land located at Meacham Field, a municipal airport in the City oi Fort Worth, Texas, sald real property relating to and
being ihe subject of lhe Lease Agreements being described on Exhibit "8", "C", "D", and "E", attached hereto and made
a part hereof for all purposes; .
togetherwith all heating, plumbing, refrigeration, lighting fixtures, equlpment and/orappliances now, orhereafter, attached to or used
in connection with the abcive described real property, and all buildings and all improvements naw or hereafter placed upon such
prope�ty and all appurtenaaces, servifudes, rights, ways, privileges, prescriptions and advantages in a�y way thereu�to belo�ging
to or appertaining (but not consumer goods, other than accessories, acqufred by Mortgagor more than ten (10) days aker date
pursuant to Art. 9.204 of the Texas Business and Cammerce Code.)
1:2 The term "Obligations" means:
A.A promissory note daled �ecember 20, 2002, in the principal sum a shown on said note executed by DON E. HANSEN
(hareinafter called "Borrower') and payable to the order of Bank at its o�ce in Fort Worth, Texas, or such olher place as the holdet
of the note may deslgnate, with interest as therein sPecified and on terms as therein contained;
B. All promissory notes evidencing addNfonal loans which 8ank may hereafter make to Borrower (although it is understood that
Bank is under no obligation to do so;
C. All olher indebtedness and liabilities of all kinds oF Borrower to Bank now existing �or hereafter arising, whefher flxed or
contingenC, joint a�d/or several, direct or indirect, primary or secondary, and regardless of how created or evidenced;
D. All sums advanced or costs or expenses incurred by Bank (whether by it directiy or on its behalf by the trustee) which are made
or incurred pursuant to,.or allowed by the terms of this instrument, plus interest thereon at the rate of ten percent (14%) per annum
from the date paid unlil reimbursed; and
E. All renewals and extenslons of all of lhe above whether or not Borrower executes any renewal or extension agreement.
1:3 The term "Mortgagor" means the party signing ihis Deed oF Trust. �f, however, the party signing this Deed of Trust and the party
executing any or all fo the Obiigations refecenced in Section 1:2 above are different, then all reference to "Mortgagor" herein shall,
igso facto, also mean "andlor the party executlng any or all of ttie Obl(gations".
SECTION II. CONVEYANCE IN TRUST.
In consideration of 8ank's advancing or extending to Borrower the funds or credit constituting the Obilgations and In iurther
consideration of lhe mutual covenants herein contained, Mortgagor by this instrument conveys to Trustee the above described Mortgaged
Premises, in tnist, for lhe purpose of securing such Obligations. TO HAVE AND TO HOLD the Mortgaged Premises, togelherwith the
rights, privileges and appurtenances thereto be4anging unto the 7rustee and his substltutes or successars forever, and MoRgagoris hereby
bound to warrant and forever defend the Mortgaged Premises unto the Trustee, his substitutes or successors and thelr assigns, against
the claims of all persons claiming any interesC in the Mortgaged Premises or any part thereof.
SECTION III. AD�ITIONAL SECURITY.
As additional security for the payment of the Obligations, Mortgagor herehy transfers and assigns unto Bank:
A. All Judgments, awards of damages and settlemenls hereinafter made resulting from condemriation proceedings or the taking
of ail or any part otihe Mo�tgaged Premises under the power of eminent domain, or for any damage (whether caused by such taking
or othervvise) to the Mortgaged Premises or any part thereof, or to any rights appurtenant thereto, including any award for change
of grade of slreets, Ba�k is hereby authorized, but shall not be required, on behalf and in the name of Mortgagor, to execute and
deliver acqulttances for, and to appeal from, any such judgments o'r awards. Bank may apply all, such sums or any part thereof so
received, after the payment of all expenses, including costs and attomeys' fees, on the Qbligations in such manner as Bank elects.
B. All bonuses, rents and royaltles accrued or to accrue under, all oil, gas or mineral leases, now existing or which may hereafter
come into existence on or at the Mo�tgaged Premises. Mortgagor directs payments of the same to Bank, at the opt►on of Bank and
upon written demand of Bank therefor, to be applied to the Obligations until pa(d in full, whether due or not, and whether before or
after any default under the terms of lhis Instrument or the Obligations.
C. A!! rents, issues and proflts of the Mortgaged Premises, including, but not limited to, all u�savered crops, or Mortgago�'s (nteresl
therein. Mortgagor directs payment of same to Bank to be applied to the Obligations until paid in full, whether due or not. This
assignment shalf become operative upon any default of Mortgagor �nder ihe terms of this fnstrument or 1he Obl{gations and shall
remain in full force and effect so long as any default continues In the manner of making any of the payments or the performanca
of any of the covenants set foRh in this instrument or in the Obligatlons.
SECTIQN IV. MORTGAGOR'S REPRESEN'fAT10N5 AND WARRAN7IES. `
In order to induce Bank to extend ar conlinue the indebtedness represented by the Obligaqons, Mortgagorrepresents and.covenants
that: '
A. Accurate Loan Infarmation. All information contained in statements furnished or to be fumished Bank by or on behalf of
Mortgagor in connection with the Obligations secured by this (nstrument Is or will be corrrplete and acaurate;
6. Valld Title. Mortgagar has val(d and'indefeasible tftle to the MoRgaged Premises and has a legal right ta grant and convey
same to Trustee for the benetit of Benk; and Mortgagor shall, if requested by Bank, execute all praper additianal assurance5 of title;
C. Free From Encumbrances. 7he Mortgaged Premises are iree from all iiens, secuflty fnterest or other encumb�ances except
as specifically set forth above or as permitted by the provisions of Paragraph D of Section V;
D. Property Included as Flxtures. All awnings, door and window screens, storm windows and doors, mantels, cabinets, rugs,
carpeting, flnoleum, wall and in-a-door beds, stoves shades, blinds, oil and okher fuel-burning systems and.aquipma�l, wate�
, heaters, radiator., covers, and all plumbing, heating, Ilghting, cooking, ventllating, cooling, afr-conditlonirig and refrigerating
DEED OF TRUST, SECURITY AGREEMENT, FINANCING STATEMENT — Page 1
Rev, 7-26-02
8' rowe� .
or
apparatus and equlpment, and such goods and chattels and personal property as are usually furnished by landlords in letting
an unfurnished building, or which are or shall be attached to said building by nails, screws, bolts, pipe connecHons, masonry
or in other manner, and all additions lhereto and replacements thereof, and such built-in equipment as shown by plans and
specifications, are and shall be deemed to be flxtures and accessions to the Mortgaged Premises, bei�g hereby agreed to be
immovables and a part oF the realty as between the parties hereto, and shall be deemed to be a paR of the Mortgaged
Premises, subject only to the above limitation as lo consumer goods; and
E. Environmental and Hazardous Substances,
(1) The Morlgaged Premises and the operations conducted thereon do not violate any applicable law, etakute, ordinance, rule,
regulation, order, or determination of any Governmental Authority or any restrictive covenant or deed restriction (recorded or
olher,vise), including, without limitation, all applicable zoning ordinances and building codes, flood disaster. laws, and
Environmental Laws.
, (2) W ithout limilation of (1) immediately preceding, the MoRgaged Premises and operatfons conducted thereon by the current
owner or operator of such Mortgaged Premises are not in violation of or subject to any existtng, pending, ar threatened actlon,
suit, investigation, Inquiry, or proceeding ,by any governmental or nongovernmental entlty or person or to any remedial'
obligations und2r any Environmental Law.
(3) The Mortgaged Premises do not contain any Hazardous Substance. .
(4) Martgagor has taken all steps necessary to determine and has determined lhat no Hazardous Substances have been
generated, lreated, placed, held, located, or otherwise released on, under, from, or about the Mortgaged Premises.
(5) Mortgagar has not undeRaken, permitted, authorized, or suffered, and will not undertake, permit, authorize, ar suffer, !he
presence, use, manufacture, handling, generation, transportaQon, storage, treatment, discharge, release, burial, or dlsposal
on, in, under, from or a6out the Mortgaged Premises of any Hazardous Substance or the transportation to or from Ihe
Mortgaged Premises oF any Hazardous Substance. • '
(6) There i5 no pending or threatened Ijtigation, proceedings, or tnvestigations before or by any adminisiratfve agency in which
any person or entity alleges or is investigating any alleged presence, release, threat oE release, placement on, in, under, (rorri
or about ihe Mortgaged Premises, or the manufacture, handling,. generation, transportation, storage, treafinent, discharge,
burial, or disposal on, under, from or about the Mortgaged Premises, or the transportation to or from the Mortgaged Premises,
of any Hazardous Substance.
(7) Mortgagor has not received any notice, and has no actual or constructive knowiedge, that any Governmental Authorily or
any employee or agent therenf has determined, or threatens to determine, or is investigating any allegation that there is a
presence, release, ihreat of release, placement on, in, under, from or about the Mortgaged Premises, or lhe use, manufacture,
handling, generation, transportation, storage, treatment, discharge, burial, or disposal on, in, under, from or about the
Mortgaged Premises, or the transportation to or from the Mortgaged Premises, of any Hazardous Substance.
(8) There have been nq communications or agreements wilh any Governmental Authority or any private entity, including, but
not limited to, any prior owners or operators of the MoRgaged Premises, relating in any way to the presence, release, threat
of release, placement on, under or about the Mortgaged Premises, or the use, manufacture, handling, generalion.,
transportation, storage, treatment, discharge, burial, or disposal on, in, under or about the Mortgaged Premises, or the
transpo�tation to or from the Mortgaged Premises, of any Hazardous Substance.
(9) Neither Mo�tgagor nor, to the best knowledge, information and belief of Mortgagor, any other person, including but not
I(mited to, any predecessor owner, tenanl, licensee, occupant, user, oroperator of all or any portion of the Mortgaged Premises,
has ever caused, permitted, authorized, or suffered, and Mortgagor will not cause, permit, authorize;�or suffer, any Hazardous
Substance to be placed, hetd, located, or disposed of, on, in, under or about any other real property, all or any porlion of which
is legalty or beneficially owned (or any interest or estate therein which is owned) by Mortgagor in any jurisdiction now or
hereafter having in effect a so=called "superlien" law orordinance or any part lhereof, the effect ofwhich law or ordinance would
be Co create a lien on the Mortgaged Premises to secure any obligatfon in connection with the "superlien" law of such olher
jurisdictlon.
(10) Mortgagor has been issued all required federal, state, and local licenses, certificates, or permits relaling to, and Mortgagor
and its facilities, 6usiness assets, properiy, leaseholds, and equipment, are in compliance in all respecls with all applicable
federal, state, and local laws, rules, and regulations relating to, air emissions, water discharge, noise emissions, solid or liquid
waste disposal, hazardous waste or materials, or other environmental, health, or safety matters.
F: Representations, Warranties and Covenants of Corporate IVlortgagor. If Mortgagor is a corporation: (1) it Is, and shall
continue to be (a) duly organized and existing under the laws of the state in which it Is incorporated, (6) duly authorized to execute
' and deliver the written instruments comprisfng the Obligations and this instrument and to observe and perForm.its duNes thereunder
and hereunder; (2) its o�cers execuling the instruments comprising part or all oF the Obligations are the legally elected, qualified
and acting oncers of the corporation and have been expressly authorized to execute such instrumenis by cesolution of the
corporation's board of directors; an� (3) it shall. not, without Bank's prior written consent, reorganize, consolidate or merge wilh any
other corporatian. '
SECTION V. MORTGAGOR'S CqVENANTS.
As long as any of lhe Ohligations remalns unpaid, Mortgegor shall (at Mortgagor's own expense):
A. Maintain Premises and Permit Inspection. Cause the Mortgaged Premises to be mainlained In good conditlon and cause
to be made all repairs, renewals, replacements, additions and improvements thereof or thereto and permit the Trustee and Bank
(through its agents and employees) [o enter Into or upon the Mortgaged Premises for the purpose of investigaNng and inspecti�g
the condition and operation of the Mortgaged Premises; provided, however, Mortgagor shall not make any malerial alterations lo
the Mortgaged Premises wilhoul Bank's prior written consent.
B. Prevent Vacancies. Keep occwpted habitable improvements on the MoRgaged Premises so as not ta impair the insurance
carried thereon, and in the event any such improvements become vacant and remain vacant for more than lhirty consecutive days,
Bank may require lhe Trustee to take possession of such improvements, rent them, and the rent so received, less lhe reasonable
costs and expenses of collection thereof, shall be applled as paR payment of the Obligations.
C. No Sale of Premises. Not sell, assign or convey any part or all of the Mortgaged Premises (regardless of whether the buyer
orassignee "assumes" lhe Obligatfons or takes the Mortgaged Premises "subject to" such Obligations) without firstabtaining Bank's
prior written consent; provided, however, this paragraph shall not apply to sales of standard inventory items in the ordinary course
of Mortgagor's business. ' �
D. Prevent Other Encumhrences. Cause the Mo�tgaged Premises to be debt free and clear of liens, charges, security interests,
and encumbrances of every characterotherthan: (1) the liens and other encumbrances created oracknowledged by this instrument;
(2) taxes conslitut(ng a lien hut not yet due and payable; (3) defects or irregularities In tiUe, and Ilens, security interest, charges or
encumbrances which in Bank's opinion are not such as to i�terfere materlally with the development, operation or value of the
� Mortgaged Premises and not such as to affect materially title thereto; (4) those being contested in good faith by Mortgagor in such
manner as not to jeopardize Bank's rights in and to the Mortgaged Premises; and (5) those consented•to in writing by Bank,
Mortgagor covenanis that it shall preserve and maintain the liens and other encumbrances hereby created as a first and prior lien
or encumbrance on Ihe Mortgaged Premises.
E, Carry Insurance. Ca�ry, with good and solvent Insurance companies satisfactory to Bank and in amounts sat(sfactory to 8ank,
the hroadest available form of"all risks"'or "special form" property Insurance in respect of the improvements now or hereafter located
on the Mortgaged Premises and all Furniture, fixtures, equipment, merchandise and all other items of Mq�tgagor's personal property
in, on, at oc about the Mo�tgaged Premises against loss or damage by fire, windstorm, and any other hazards as may reasonably
be required from time to Gme by Bank during the term of the Obligations hereby secured to the extent of the full replacement cost
(naw, without deduction for depreciation) of the covered items and property, In such forrtt and with such (nsurance company or
companies as may be approved by Bank. All such insurance shall name Bank as mortgagee and loss payee therein, as its interesl
may appear, and all such insurance shall contafn such standard mortgage clauses as are acceptable to and approved by Bank.
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Mortgagor shall also delfver renewals of such policies to Bank at least flfteen (15) days before any such insurance policles shall
expire. All such insurance policies shall provide lhe maximum prior written notice to Bank of cancellation which ihe insurance
companies will provide. Mortgagor hereby assigns to Bank all of Mortgagor's rights, title and interest in all such policies of insurance
and authorizes Bank to collecl for, adjust or compromise any losses under any insurance policy on the Mortgaged Premises; and
all loss proceeds (less expenses of collection) shall, at Bank's option, be applied to payment of the Obligations (regardless of
whether the Obiigalions, or any part thereof, are then due) or to the restoralion of the Mo�tgaged Premises, or may be released to
MoAgagor, but any such application of release shell not cure or waive any default. Additiorially, obtain and maintain and keep in
iull iorce and effect the broadest form oF commercial general Ifability insurance providing coverage against (among others) bodily
injury and disease, including dealh resulting therefrom, personal injury and property damage, written on an "occurrence" basis witti .
• respect to the 6usiness and any other activities carried on, in or from the MoRgaged Premises and with respect to Mortgagor's use
and occupancy thereof.
F. Pay Recording Expenses and Malntain Liens. File at Mortgagor's expense this and every other instrument.in addition or
supplement hereto including appllcable financing statements in such offices and at such times and as often as may be necessary
in Bank's opinion to preserve, protect and renew the liens and other encumbrances herein created as a first lien or prior
encumbrance on real or persbnal property as the case may be; and Mortgagor shall do and perform all matters or th(ngs necessary
or expedient to be done or observed by reason of a�y law or regulation of any State orof lhe United States orof any other competent
authority for the purpose of effectively creating, mainteining and preserving the liens and other encumbrances created herein;
G. Pay Charges Accruing to Moitgaged Premises. Promptly pay or cause to be paid when due and owing: (1) all rentals in
. respect of the Mortgaged Premises; (2) all expenses including insurance premfums incurred in or arising from the normal use and
ownershfp of the Mortgaged Premises; (3) all taxes, assessments and governmental charges legally imposed upon the Mortgaged
Premises, the interest therein created by this instrument, or upon Mortgagor in connection with the normal use and operation
of the Mortgaged Premises; and (4) exhib(t receipts showing payment of all such items to Bank; prov(ded, however, if prepayment
deposits are required as a result of Paragraph H. below, the obligations imposed by this paragraph shall be deemed to have been
satisfied by Mortgagor's making such prepayment deposits as and when due, and it will be unnecessary for Morlgagor to exhibit
Bank receipts showing payment of such items:
H. Reserve for Expenses. If Mortgagor's initials are contained in this blank , depositwith Bank wilh and in addition
• to installment paymenls made by Borrower on the Obligations (if any) a sum equal to one-twelfth of the estimated annual ground
rents, laxes, hazard insurance premiums and othercharges referred to in Paragraph G. above nextdue on the Mortgaged Premises.
If the amount so paid (s not su�cient to pay such ilems as and when they become due, then Mortgagor shall deposit immediafely
with Bank an amount sufficient to pay such items. If there occurs an "Event of Default" as hereafter defined, Bank may at any time
thereafter apply the balance then remaining of the funds accumulated under this provision as a credit against the amount then
remaining unpaid under the Obligations. No interest shall accrue or be allowed on an payments made under the provisions of this
paragraph. -
I. Construction Loan. If Morigagor's initials are contained in this blank , MoRgagor covenants that part or all
of the Obligations being advanced by 8ank to Borrower will be used to eonsfruct and complete ce�taln improvements on the
• Mortgaged Premises according to plans and specifications submitted by MoRgagor to Bank, and any such improvements, all
materials and supplies placed on the Mortgaged Premises, and the Mortgaged Premises themselves shall be impressed with, and
the same are he�eby impressed with and charged with, not only the liens created by this instrument, but in addiHon therelo an
express Mechanic's Materialman's and laborer's Lieri for all advances made hereunder, with the express understanding ihat failure
to complete the (mprovements as agreed shall not invalidate such liens but they shall remain in full force and effect as security for
payment in full of ihe Obligations; and Mortgagor shall fuRher carry workmen's compensation insurance and public liability and
propeRy damage insurance in amounts and with companies satisfactory to Bank and subject to the same requirements contained
in Paragraph E above dealfng with insurance on the Mo�tgaged.Premises.
J. Enviro�mental and Hazardous Substances.
(1) not use, gene.rate, manufacture, produce, store, release, discharge, treat, or dispose of on, in, under, from or about ihe
Mortgaged Premises or transport to or from the Mortgaged Premises any Hazardous Substance (as hereinafterdefined) or ailow
any other person or entity to ilo so;
(2) keep and maintain lhe Mortgaged Premises in compliance with, and shall noC cause or permit the Mortgaged Premises to
' be in violation of, any Environmental Law;
(3) establish and maintain, at Mortgagor's sole expense, a system to assure and monitor continued compliance with
Environmental Laws (as hereinafter defined) and the exclusion of Hazardous Substances from the Mortgaged Premises, by
any and all owners or operalors of the Mortgaged Premises, which system shail include annual reviews of such compliance
by employees or agents ot Mortgagor who are familiarwith the requirements of Environmental Laws and, at ihe request of Bank
no more than once eacti year, a detailed review of such com.pliance.oF the environmental condition of the Mortgaged Premises
(the "Envlronmental Repo�t") in scope salisfactory to Bank by an environmental consulting firtn approved in advance by Bank;
provided, however, Ihat if any Environmental Report indicates any violation of any Environmental Law or a need for Remedial
Wark, such syslem shall tnclude at lhe request of Bank a detafled review of the status af such violalion (a "3upplemental
Report") by such environmental consultant. Mortgagor shall furnish an Environmental Report or such Supplemental Report to
Bank within sixty (60) days after Bank so requests, togethar with such additional informatlon as Bank may reasonably request;
(4) give prompt written notices to Bank of: (a) any proceeding or inquiry by any governmental or nongovernmental entity or
person with respect to ihe presence oF any Hazardous Substance on, in, under, from or about the Mo�tgaged Premises,, the
• migretion thereof irom or to other property, the dtsposal, storage, or treatment oF any Hazardous Substance generated or used
on, under or about the Mortgaged Premises; (b) all claims made or threatened by any third party agalnst Mortgagor or the
Mortgaged Premises or any olher owner or operetor of the Mortgaged Premises relating to any loss or injury resulting from any
Hazardous Substance; and (c) Mortgagor's discovery of any occurrenca or condition bn any real property adjoining or in lhe
vicinity of the Mortgaged Premises that could cause the Mortgaged Premises or any part thereof to be subject to any
investigaUon or cieanup of the Mortgaged Premises pursuant to any Environmental Law;
(5) permit Bank to join and particlpate in, as a party if it so elects, any legal proceedings or actions initiated�with respect to tne
Mortgaged Premises In connectlon with any Environmental laworHazardous Substance, and Mortgagorshallpayall attorneys'
fees incurred by 8ank In connection therewith;
(6) if any Remedial Work is reasonably necessary or desirable in Ihe opinion of Bank, Mortgagor shall commence and
thereafter diligenlly prosecute to completion all such Remedial Work within thirty (30) days after written demand by Bank for
performance thereoF(or such shorter period of time as may be required under any legal requirement). All Remedial Work shall
be performed by contractors approved fn advance hy Bank, and under the superviston of a consulting engineer approved 6y
� � Bank. All costs and expenses of such Remedial Work shall be patd by Mortgagor including, without limltatlon, Bank's
reasonable attorneys' tees a�d costs incurred in connectfon with monitoring or review of such Remedial Work. If Morlgagar
shell fail to timely commence, or cause to be commenced, or fail to diligently prosecute to compfetion, such Remedial Work,
Bank may, hut shall not be required to, cause such Remedial Work to be performed, and all costs and expenses lhereot, or
incurred in connection therewith, shall 6ecome part of the Indebtedness.
(7) The term "Hazardous Substance" shall mean any substance, product, waste, or other material which Is or becomes Iisted,
regulated, or addressed as being a taxic, hazardous, polluting, or similarly harmful substance under any Environmental l.aw,
including without limitation: (a) any substence included within the definition of "hazardous waste" pursuant ta Seclion 1004 of
RCRA; (b) any substance,included within the definition of "hazardous substance" pursuant to Sectlon 101 of CERCLA; (c) any
substance included within (1) the definition of "regulated substance" pursuant to Section 26.342(11) ofTWC; or (2) the definitfon
of "hazardous substance"• pursuant to Section 361.OD3(11) of THSC;.(d) asbestos; (e) polychlorinated biphenyls; (� petroleum
products; (g) underground storage tanks, whelher empty, filled or partially .filled with any substance; (h) any radioactive
materials, urea formaldehyde foam insulatlon or radon; (i) any substance included within the defi�ition of "waste" pursuant to
• SecHon 30.003(b) of TWC or "po�lutanP' pursuant to Section 26.001(13) of TWC; and (j) any other chemical, material or
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substance, the exposure to which is prohibited, limited or regulated by any Governmental Authority on the basis lhat such
chemical, material or substance is toxic, hazardous or harmful to human health or lhe. environment..
(B) The term "Environmental Law" shall mean any federal, state, or local law, statule, ordinance, or regulation, whether now
� or hereafter in effect, pertaining lo health, industrial hygiene, orthe environmental conditions on, under, or about the Mortgaged
Premises, including without limitation, the following, as now or hereaker amended: Comprehensive Environmental Response,
Compensation, and Liability Act of 1980 ("CERCLA"), 42 U.S.C. § 9601, et sea.; Resource, Conservation and Recove'ry Act
("RCRA"), 42 U.S.C. § 6901, et sea., as amended by the Suparfund Amendments and Reauthorization Act of 1986 ("SARA"),
Pub. L. 99-499, 10q Stat. 1613; the Toxic Substances Control Act, 15 U.S.C. § 2601, et se_g.; Emergency Planning and
Community Right to KnowAct of 1986, 42 U.S.C. § 1101, et se .; Clean Water Act ("CWA"), 33 U.5.C. § 1251, el sea.; Clean
Air Act ("CAA"), 42 U.S.C. § 7401, et sea.; Federal Water Pollution Control Act ("FWPCA"), 33 U.S.C. § 1251, et seq.; and any
corresponding state laws or ordinances including but not Ifmfted to the Texas Water Code ("TWC") § 26.001, et sea.; Texas
Health & Safely Code ("l'HSC") § 361.001, et sea.; Texas Solid W aste Disposal Act, Tex. Rev. Clv. Stat. Ann. art. 4477-7; and .
regulations, rules, guidelines, or standards promulgated pursuant to such laws, statutes and regulations, as such stalules,
regulations, rules, guidelines, and standards are amended from time to time.
(9) The term "Remedial Work" shall mean any investigat(on, site monitoring, containment, cleanup, removal, restoration, or .
other work af any kind or nature reasonably necessary in the sole opinion of Bank under any applicable Environmental Law or
• desirable in connection with the current or future presence, suspected presence, releasa, or suspected release of a Hazardous
Substance in or into the air, soil, ground water, surface water, or soil vapor at, on, about, under, or wilhin lhe Morigaged
Premises, or any parl thereof. The parties contemplate that any Remed(al W ork will result in decontamiriatton of lhe Mortgaged
Premises to permit any future use of the property, including as residential property, and shall not comprlse any restrictions or
. conditions in connection with future development of the Mortgaged Premises. •
(10) THE COVENANT CONTAINED IN THIS SECTION V.J. SHALL SURVIVE THE RELEASE OF THE LIEN OF THIS �EED .
OF TRUST, OR THE EXTINGUISHMENT OF THE LIEN BY FORECLOSURE OR ACTION IN LIEU THEREOF.
SECTION VI. PROVISIONS REGARDING SECURITY INTEREST IN FIXTURES.
To !he extent permitted by law, this inslrument also shall be construed to be a security agreement whereby and whereunder
Mortgagor creates and grants to Bank, as Secured Party, a security interest in and to all fixtures and improvements nowor hereafter erected •
� upon or affixed to lhe Mortgaged Premtses as additional (but not substituted) security and collateral for payment of ihe Obligations. As
Secured Party, Bank shall have all of the rights, remedfes and reliefs accorded to a Secured PaAy under the Texas Business and
:Commerce Code (and particularly, the Texas Uniform Commercial Code), including, but not limiled to, the right to require the Mortgagor
to assemble the collateral and make it availahle to Bank; as Secured Party, at a place to be designated by Bank, as Secured Par1y, which
is reasonably convenient to Bank and to Mortgagor. In addition, this instrument also shall be construed to be a Financing Statement. This
instrument is to be filed for record.in the Deed of Trust Records of Tarrant County, Texas; and in such other place or places as Bank may,
in its sole discretion, determine to be appr.apriate, including, but not limited to, with the Secretary of State of the State of Texas.
SECTION VII. EVENTS OF OEFAULY. .
7:1 . Acts Constituting Default. Mortgagor will be in deFault under this instrument upon the happening of any of lhe following events
or conditio�s (hereafter called an "Event of DefaulY":
A. Borrower fails to pay when due any principal or interest owing under any of the written instruments comprising part or all of the
Obligations or otherwise breaches any of the provisions contained in said written instruments or defaults thereunder;
B. Any warranty or representation made in this instrument by Mortgagor is detertnlned by Bank to be untrue In any material respect;
C. Mortgagor defaults in ihe due performance or observance of any other covenant or agreement contained in this instrument;
D. Subsequent to the date of execution of this instrument, there is passed any law whlch imposes any Ifen on the Mortgaged
� Premises for purposes of state or local taxation oF deeds of trust and security agreements or debts secured thereby, or which
• changes the manner oF collection of any such taxes in such a way that Bank's interest in the Mortgaged Premises is adversely
affected; �
E. Mortgagor makes an assignment for the benefit of creditors, becomes insolvent, commits an act of bankruptcy, files for
bankruptcy, or involuntary bankruptcy proceedings are instituted or threatened against either Mortgagor; or the Mortgaged Premises .
� are attached or otherwise lavied upon or placed in the hands of a receiver or other representative of a court; or
F. A substantial portion of the improvements on the Mortgaged Premises are damaged or destroyed, or Mortgagors title to the •
Mortgaged Premises or any su6stantlal.pa�t thereof becomes the subject matter of litigation which would or might, in Bank's opinion,
upon final determination, result in substanlial impairment or loss of the security provided by this instrument; or
G. Bank, at any time, in good faith deems itself insecure or otherwise believes that the prospect of payment or the performance
of the 061igations or the performance of any covenant or agreement contained or referenced in this instrument is impaired or the
possibility of resorting to the Morigaged Premises, or any part of the MorCgaged Premises, for the purposes of satisfying all, or any
part of the Obligahons, is in any manner impaired. '
7:2 Acceleration upon Default. Upo� the occurrence of any Event oF Default, or at any time thereafter, Bank may, at Its option, declare
• the entire unpaid balance of the Obligations to be forthwith due and {iayable without notice oi intention to accelerate maturity, notice
of actual aoceleralion of maturity, or any other notice of any kind, or presentment, protest, notice of protest or demand o( any kind,
all of which are hereby expressly waived by Mortgegor.
SECTION VIIi. BANK'S RIGHTS UPON DEFAULT.
8:1 Operation of Property by Trustee. Upon lhe occurrence of an Event of Default, or at any time thereafter, and in addition ta all other
rights herein conferred on the Trustee, the Trustee (or any person, firm or corporation designated by the T[ustee) may, but will not
be obligated to, enler upon and take possession of any of the Mortgaged Premises, exGude Mortgagor therefrom, and hold, use,
administer, manage and operate the same to the extent that Mortgagor could do so. If the MoRgaged Premises consisls of any lype '
of business enterprise, the Trustee may operate and manage such business wilhout any liability to Mortgagor resulNng iherefrom
(except failure lo use ordtnary care in the operation antl management of the Mortgaged Premises); and the Trustee may, but shall
in no event be obligaled to, collect, receive and receipt for proceeds accruing from such operation and management, make repalrs �
and purchases needed of additional property to protect and/or preserve the Mo�tgaged Premises, and exercise every power, right
� and privilege of Mortgagor with respect to the Mortgaged Premises. When and if the expenses of such taking of possession,
. operation and management have been paid and the Obligations paid, the MoRgaged Premises shall be returned to Mortgagor
(providing there has been no foreclosure sale).
8:2. Rights Relating to Rents. Mortgagor has, pursuant to Section IX of this Deed of Trust, assigned absolutely to Bank aII Rents under
any and all leases, master leases, subleases, Acenses, concessions, or other agreements (whether written or oral or now or
hereafter in effect) which grant to third parties a possessory fnterest in and to, or the right to use or occupy, all or any part of the
Mortgaged Premises, togelherwith all security and olherdeposits or payments made in connection therewith (the "Leases") covering
all or any portion of the Mortgaged Premises. Bank, or Trustee on Bank's behalf, may at any Hme, and without notice, eilher in
person, by agenl, or by receiver to be appointed by a court, enter and take possession of the Mortgaged Premises or any part
thereof, and in its own name, sue for ar otherwise collect the Rents. Mortgagor hereby agrees that Bank shall have tha right (fn its
sole discretlon), upon tha occurcence oF an Event of Default, to terminate the limited ifcense granted to Mortgagor in SecNon 9;2
hereof, and thereafter direct the lessees under the Leases ("Lease Rent Notfce") to pay direct to Ba�k the Rents due and to become
due under the Leases and attarn in respeat af all other abligations thereunder direct to Bank, or Tnastee on Bank's behalf, without
any obligation on the part of Trustee or Bank to determine whether an Event af Default does in fact exist or has in fact occurred,
_ All Rents collected by B.ank, or Trustee ac(ing on Bank's behalf, shall be applied as provided for iri Sectian IX of this Oeed of 7rust;
provided, however, that if the costs, expenses, and attorneys' fees shall exceed the amou�t of Rents collected, the excess�shall be
added to lhe Obligations, shall bear i�terest at Ihe Default Rate, and shall be immediately due and payable. The entering upon and
' takfng possession of the Mortgaged Premises, the collection of Rents, and the apptication thereof as aforesaid shall not cure or
waive any Event of Default or notfce oF default, if any, hereunder nor invalidate any act done pursuant to such notice, except to the
, extent a�y such default is fully cured. Failure or discontinuance by Bank, or Trustee on Bank's behalf, at any Ilme or from time to
DEED OF TRUST, SECURITY AGREEMENT, FINANCING STATEMENT - Page 4
Rev. 7-26-02 � Borrovier's Initia s
time, to collect said Rents shall nol in any manner impafr the subsequent enforcement by Bank, or Trustee on 8ank's behalf, of the
right, power and authority herein conferred upon it. Nothing contained herein, nor the exercise of any right; power, or authority herein
granted to Bank, or Trustee on Bank's behalf, shall be, or shall be construed to be, an a�rmation by it of any tenancy, lease, or
option, nor an assumption of.liability under, nor the subordination of, the lien or charge of this Deed of Trust, to any such tenancy,
lease, or option, nor an election of judicial relief, if any such relief is requested or obtained as to Leases or Rents, with respect to
the Mortgaged Premises or any collateral given by Mortgagor to eank. In addition, from time to time Bank may elect, �nd nalice
hereby is give� to each lessee under any Lease, to subordinate the lien of Ihis Deed ofTrust to any Lease by unilaterally execuling
and recording an instrument of subordination, and upon such election the lien of this Deed of Trust shall be subordinate to the Lease
identifled i� such inslrument oF subordinatfon; provided, however, in each instance such su6ordination will not affect or be applicable
to, and expressly excludes any lien, charge, encumbran�e, security interest, ciaim, easement', restriction, optio�, covenant and other
rights, titles, interests or estates of any nature whatsoever with respect to all or any portlon of the Mortgaged Premises to Ihe extent
that the same may have arisen or intervened during the period between the �ecordation of this Deed of Trust and the execution of
the Lease identified in such instrument of subordinatfon.
8:3 Judicfal Proceedings. Upon the occurre�ce oF an Event of Default, or at any time thereaker, the Trustee, in Ileu of or in addition
to exercising Ihe power oF sale hereafter given, may proceed by legal action to require the specific performance of any covenant
or agreemen't herein contained or to aid in the execution of any power herein granted; to have appointed a receiver pending any
foreclosure hereunder or any sale of the Mortgaged Premises; to enforce any other appropriate legal or equitable remedy; andlor
in lieu oF the non-judicial power of sale hereafter given, to pro¢eed by suit for a foreclosure of its Ilen on ihe Morigaged Premises.
In corinection with any such judicial proceedfng instituted for the purpose of foreclosing on and selling the Mortgaged Premises,
Mortgagor agrees nol to assert in the same proceeding any counterclaims Morlgagor may have against Bank.
8:4 Foreclosure by Sale.
A. Mechanics of Sale. Upon the occurrence of any Eyent of DeFault, or at any time thereafter, the Trustee shall, in response to
Bank's request (which Mortgagor agrees will be presumed to have been given), enforce this trust or agreement by selling the
Mortgaged Premises in their entirety or in parcels, as the Trustees may elect, to the highest bidder for cash at puhlic auction In the
following manner: Written or printed notices containing the time, place and terms oF sale shall he posted at the courthouse door
of the county or counties where the Mortgaged Premises are located for a minimum period of lwenty-one (21) consecuNve days prior
to the sale. In addition, Bank shall, at leasl twenty-one (21) days preceding the date of sale, serve written notice of lhe proposed
sale by certified mail, return receipt requested, on Mortgagor, Borrowerand all other debtors obligated to pay the Obligations
secured herehy. Service oi such notices shall be completed upon deposit of the notices, enclosed in postage prepaid wrappers,
properly addressed to Mortgagor and Borrower and to such debtors at the most recent address for each as shown by Bank's records,
in a post o�ce of official deposilory under the care and custody of the United States Postal Service. Additionally, a copy of the
notice posted at.the courthouse door as above reFerenced shall be filed in the o�ce of the county clerk of each and every county
or counties where the Mortgaged Premises, or any part thereof, may be located, at least twenty-one (2�) days preceding the date
of sale. Thereafter, lhe sale shall take place at the area designated by the commissionef's couR at the cou�thouse in the county
where the Mortgaged Premises are located on Ihe first Tuesday in any month between the hours of 10:00 o'clock a.m. and A:00
o'clock p.m., provided, however, if the Mortgaged Premises are loceted in more lhan one county, such sale may take place al the
area designated by the commissioners court at the courthouse of any of the counties wherein a portlon of the Mortgaged Premisas
is located, and the aforesaid notiGes shall specify the county of sale. Any purchaser or purchasers will be provided with a general
, � warranty conveyance binding Mortgagor. Sale of a part of the MoRgaged Premises will not eichaust the power of sale, and sales
may be made from time to time unlil all the property is sold or the Obligations are paid in (ull. The. Trustee will have the authority
to appoint an attorney-in-(act to act as trustee in conducting the foreclosure sale and executing a deed to the purchasers.
B. Certain Aspects of Sale. Bank wiil have the right to bacome the purchaser at any sale of the MoRgaged Premises, and Bank
will have the right to credit upon the amount oF the bid made therefor thQ amount payable out of the net proceeds of such sale to
it. Recitals contained in any conveyance to any purchaser at any sale made hereunder will conclusively establish the truth and
accuracy of the matters therein stated, including, without limiting lhe generality of the foregoing, non-payment of the unpaid balance
of the Obligations after the same have become due and payable, advertisement and conduct of such sale in the manner provided
herein, and appointment of any successor Trustee hereunder. Mortgagor does hereby ratlfy and confirm all legal acts that the
Trustee may do in carrying out the Trustee's duties and obligations under this instrument.
C. Receipt to Purchaser. llpon any sale made under the power oFsale herein granted, the receipt.of the Trustee will be su�cient
discharge to the purchaser or purchasers at any sale for his, her, its or their purchase money; and such purchaser or purchasers
will not, after paying such purchase money and receiving such receipt of the Trustee, be obliged to see to the application of such
purchase money or be in anywise answerable for any loss, misapplication or non-application thereof.
D. Effect of Sale. Any sale or sales nf the Mortgaged Premises will operate to divest all right, tille, interest, claim and dema�d
whatsoever either at law or in equity, of Mortgagor in and to the premises and the property sold, and will be a perpetual bar, both
at law and in equity, against Mortgagor, Mortgagor's successors or assigns, and against any and all persons claiming o� who shall
thereafter claim all or any of the property sold from, through or under Mortgagor, or Mortgagors successors or assigns.
Nevertheless, if requested by the Trustee so to do, Mortgagor shall join in the execution and delivery of all proper conveyances,
assignments and transfers of the properties so sold. The purchaser or purchasers at the foreclosure sale will receive, as incident
to his, her, its or their ownership, immediate possession of the property purchased, and Mortgagor agrees that if Mortgagor, or any
person claiming under Mortgagor, whether tenant or othervvise, retains possession of the Mortgaged Premises, or any part thereof,
subsequent to such sale, Mo�tgagor will be considered a tenant at sufferance of•the purchaser or purchasers and will, if MoRgagor
remains in possession aftar demand to remove, be guilty of forcible detainer and will be subject to eviction and removal, forcible
or otherwise, with or without process of law, and all damages by reason thereof are hereby expressly waived. All rental or lease
agreement hereaRer entered into by Mortgagor in connection with the Mortgaged Premises shall be expressly made subject to lhis
, provision. ' .
E. Application of Proceeds. The proceeds of anq sale of the Mortgaged Premises or any part thereof, whether under the power
of sale herein granted and conferred or by .virtue of judicial proceedings, will be applied as follows; FIRST - To the payment o( all
expenses incurred by the Trustee in the performance of his duties including, without limiting the generality of the foregoing, courl
' cosls, compensation of agenis and employees, legal fees, and a commission of five percent (5%) to the Trustee plus expenses of
any e�try or taking of possession, sale, advertising or conveyance thereof; SECOND -To the payment of the �bligations (includfng
attorneys' fees as therein provided); and THIRD - Any surplus thereafter remaining will be paid to Mortgagor or Mortgagor's
successors or assigns, as their interest may appear.
F. Waiver of Appraisement. Laws. Mortgagor and Borrower waive the benefit of all laws now existtng or hereaRer enacted
providing for (1) any appraisement before sale of any portion of the Mortgaged Premises (commonly known as Appraisement Laws)
or (2) any extension of time for the enforcement of the collection of the Obligations or any creation or extension o( a period of
redemption from any sale made in collecting the Obligations (commonly known as Stay laws and Redemptlon laws); and Mortgagor
and Borrower hereby agree and contract that the laws of the State of Texas, save as above excepted, now in force relative to the
collection of the Obligations, and the applicalion ta the payment lhereof, are expressly adopted and made a paR hereoi.
SECTION IX. ASSIGNMENT OF RENTS. '
9:1 Asslgnment. For Ten Dollars ($10.00) and other good and valuable consideration, including the indebtedness evidenced by the
Obligations, the receipl and sufficiency of which are hereby acknowledged and confessed,'Martgagor has absolulely GRAN7ED,
BARGAINED, SOLD, and CONVEYED, and by lhese presents does absolutely and uncondiBonally GRANT, BARGAIN, SELL, and
CONVEY lhe Rents unto Bank, in order to provide a source of fulure payment of the Obligations, subject only to the license (herein
deFined), it being the intention of Mortgagor and Bank that this conveyance be presently and immediately effective; TO HAVE AND
TO HOLO lhe Rents unto eank, forever, and Mortgagor does hereby bind itself, it successors, and assigns to wanant and forever
defend the title to the Rents unto BanKagainst every person whomsoever lawfully claiming or to claim the same or any part lhereof;
provided, however, ►hat if MoRgagor shall pay or cause to be paid the Obligations and when same shali become due and payable
DEED OF�TRUST, SECURITY AGREEMENT, FINANCING STATEMENT — Page 5 �v '�' �
Rev.�7-26•02 _ , Borrowers Initlals
and shall perform and discharge or cause to be performed and discharged the Obligations on or before the date same are to be
performed and discharged, then this assignment shall terminate and be of no further force and effect, and all rights, titles, and
interests conveyed pursuant to this assignment shail become vested in Mortgagor without the necessity of any further act or •
requirement by MoRgagor, Trustee, or Bank. . .
9:2 Limited Llcense. Bank hereby grants to Mortgagor a Iimited IiFense (the "License") subJect to termination of the License and the
other terms and provisions of Section 8:2 hereoF, to exercise and enjoy ail incidences of the status of a lessor wilh respect lo the
Rents, including without limitation, the rigFit to coliect, demand, sue for, attach, levy, recover, and receive the Rents, and to give
proper receipts, releases, and acquittances therefor. Mortgagor hereby agrees to receive all Rents and hold the same as a trust
fund to be applied, and to apply the Rents so collected, first to the payment, performance, and discharge of the Obligations, and
nent to lhe payment of all costs and expenses related to the ownership, operation, manageme�t, repair, and leasing of the
Mortgaged Premises, including, without limitation, ground lease payments, costs and expenses associated with Ihe operation of
any garage associated with and constituting a part of the Mortgaged Premises, insurance charges and premlums for coverages
related to the Mortgaged Premises, impositions, the costs of prevent(on of waste, ordinary repafrs, maintenance, environmen[al
audits, property management, security, normal fees paid to accountants, reasonable marketing and promotional expenses,
reasonable legal'expenses, the costs and expenses of all obligations under the Leases,, and all costs related to compliance with
laws, Ibcal ordinances, statutes, rules, and regulations. Thereafter, Mortgagor may use the balance of Ihe Rents collected in any
manner not inconsislent with the promissory notes reFerenced in Section 1:2, this Deed of Trust, the Guarenty, ii any, and any and
all other documents now or hereafter executed by Mortgagor, Guarantor, or any otherperson or party in connection with ihe loan
evidenced by the promissory notes referenced in Section 1:2 and other Obllgatlons referenced therein, or in connection wilh the
payment, performance and discharge of any of the Obligatfons (collectively the "Loan Documents"). Neither this Assfgnmenl nor .
the receipt of Rents by Bank shall effect a�ro tanto payment of the ind�btedness evidenced by, or arising under ►he Obligatlons,
and such Rents shall.be applied as provided in this 5ection 9:2. Furthermore, and notwithstanding the provisions of this Section . ,
9:2, no credit shall be given by Sank for any ftents untii the money collected is actually received by 8ank at its principal o�ce in FoR
Worth, Tarrant County, Texas, or at such other place as Bank shall designate in writing, and no such credit shall be given for any
Rents aFter termination of Ihe Lfcense, after foreclosure or other transfer of the Mortgaged Premises (or part thereof from which
Rents are derived pursuant to this Deed of Trust) to Bank or any olher third party. ,
�9:3 Rellance Upon. Lease Rent Notice. Upon receipt from Bank of a Lease Rent Notice (as defined in Section 6:2 hereo�, each lessee
under the Leases is hereby authorized and directed to pay directly to Bank ail Rents thereafter accruing, and ihe receipt of Rents
by Bank shall be a release of such lessee to the exterit of afl amounts so paid. The receipt by a lessee under the Leases of a Lease
Rent Notice shall be sufficient authorization for such lessee to make all future payments of Rents directly to Bank and each such
lessee shall be entilled to rely on such Lease Rent Notice and shall have no liability to MoRgagor for any Rents paid to Bank after
receipt of such Lease Rent Nolice. Rents so received by Bank for any period prior to foreclosure under this Deed of 7rusl or
acceptarice of a deed In lieu of such foreclosure shall be applied by Bank to the payment of the following (in such order and prfority
as Bank shall determine): (a) all expenses as set forth in Section 9:2; and all expenses incident to taking and retaining possession
of the Mortgaged Premises and7or collecting Rent as it becomes due and payable; and (b) the Obligalions. In no event will ihis
Section IX reduce the Obligations except to the extent, if any, that Rents are actually received by Bank and apPlied upon or after
said receipt to such Obligations i� accordance with the preceding sentence. Without impairing its rights hereunder, Bank may, at
�its option, at any time and from time to lime, release fo Mortgagor, Rents so received by Bank or ariy paR thereof. As belween
Mortgagor and Bank, and any person claiming through or under Mortgagor, other than any lessee under lhe Leases who has not
received a Lease Rent Notice, this Assignmenl of Rents is intended to be absolute, unconditional and presently effective (and not
an assignment for additional security), and the Lease Rent Notice hereof is intended solely for the 6enefit of each such lessee and
shall never inure to lhe benefit of Mortgagor or any person claimi�g through or under Mortgagor; other than a lessee who has not
received such noltce. It shall never be necessary for Bank to institute legal proceedings of any kind whatsoever to enforce the
provisions of this Deed oF Trust with respect to Rents. MORTGAGOR SHALL HAVE NO RIGHT OR CLAIM AGAINST ANY
LESSEE FOR THE PAYMENT OF ANY RENTS TO BANK HEREUNDER, AND MORTGAGOR HEREBY INDEMNIFIES AND
AGREES TO HOLD FREE AND HARMLESS EACH LESSEE FROM AND AGAINST ALL LIABILITY, COST, DAMAGE OR
EXPENSE SUFFERED OR INCURRED BY SUCH LESSEE 8Y REASON OF SUCH LESSEE'S COMPLIANCE WITH ANY
DEMAND FOR PAYMENT OF RENTS MADE BY BANK CONTEMPLATED BY THIS DEED OF TRUST.. . �
, 9:4 Collection of Rent. At any time during which Mortgagor is receiving Rents directly from any of the lessees under the Leases,
Mortgagor shall, upon receipt of written direction from Bank, make demand andlor sue for all Rents due and payable under one o�
more Leases, as directed by Bank, as it becomes due and payable, including Rents which are past due and unpaid. If Mortgagor
fails to take such action, or at any time during which Mortgagor is not receiving Rents directly from lessees u�der the Leases, Bank
shall have the right (but shall be under no duty) to demand, collect and sue for, in its own name or in the name of Mortgagor, all
Rents due a�d payable under the Leases, as it becomes due and payable, including Rents which are past due and unpaid.
SECTION X. MISCELLANEOUS.
10:1 INOEMNITY, MORTGAGQR SHALL INDEMNIFY, DEFEND, PROTECT AND HOL� HARMLESS BANK AND TRUSTEE, THHIR
RESPECTIVE PARENTS, SUBSIDIARIES, DIRECTORS, OFFICERS, EMPLOYBES, REPRE5ENTATIVES, AGEN7S,
SUCCESSORS, AND ASSIGNS FROM AND AGAINST ANY AND ALL LIABILITY, DAMAGE, LOSS, C057, OR EXPENSE
(INCLUOING, WITHOUT LIMITATION, ATTORNEYS' FEES ANd EXPENSES), ACTION, PROCEEDING, CLAIM OR DISPUTE
INCURRED OR SUFFERED BY THE FOREGOING PARTIES SO INOEMNIFIED WHETHER OR NOT AS THE RESULT OF THE '
' NEGLIGENCEOFANYPARTYSOINDEMNIFIED,WHETHERVOLUNTARILYORINVOLUNTARILYINCURREDORSUFFERED,
• IN RESPECT OF THE FOLLOWING:
• A. ANY LITIGATION CONCERNING THIS DEED OF TRUST, THE OTHER LOAN DOCUMENTS OR THE MORTGAGED
PREMISES, OR ANY INTEREST OF MORTGAGOR OR BANK THEREIN, OR THE RIGHT OF OCCUPANCY THEFtEOF BY
MORTGAGOR OR BANK, WHETHER OR NOT ANY SUCH LITIGATION IS PROSECUTED TO A FINAL, NON-APPEALABL� •
JUDGMENT;
B. ANY DISPUTE, INCLUDING DISPUTES AS TO THE DISBURSEMENT OF PROCEEDS OF THE PROMISSORY NOTES
REFERENCED IN SECTION 1;2 NOT YET DI38URSED, AMONG OR BETWEEN ANY OF THE CONSTITUENT PARTIES OR
OTHER PARTNERS OR VENTURERS OF MORTGAGOR IF MORTGAGOR IS A GENERAL OR LIMITED PARTNERSHIP, OR
AMONG OR BETWEEN ANY EMPLOYEES, OFFICERS, DIRECTORS, SHAREHOLDERS, MEMBERS OR MANAGERS OF
MORTGAGOR IF MORTGAGOR IS A CORPORATION OR LIMITED LIABILITY COMPANY, OR AMONG OR BETWEEN ANY
MEMBERS, TRUSTEES OR OTHER RESPONSIBLE PARTIES IF MORTGAGOR IS AN ASSOCIATION, TRUST OR OTHER
ENTITY;
C. ANY ACTION TAKEN OR NOTTAKEN BY BANK OR TRUSTEE WHICH IS ALLOWED OR PERMITTED UNDER THIS DEED
OF TRUST OR ANY OF THE OTHER LOAN DOCUMENTS RELATING TO MORTGAGOR, THE MORTGAGED PREMISES, ANY
CONSTITUENT PARTIES OR OTHERWISE IN CONNECTION WITH THE LOAN D�CUMENTS, INCLUOING WITHOUT
LIMITATION, THE PROTECTION OR ENFORCEMENT OF ANY LIEN, SECURITY INTEREST OR OTHER RIGHT,.REME�Y OR
RECOURSE CREATE� OR AFFORDED BY THIS DEED OF TRUST QR THE OTHER LOAN DOCUMENTS;
D. ANY ACTION BROUGHT BY BANK� OR TRUSTEE AGAINS7 MORTGAGOR UNQER THIS DEED QF TRUST OR TME �
OTHER LOAN DOCUMENTS, WHE7HER OR NO7 SUCH AC710N 15 PROSECU7ED TO A FINAL, NON-APPEALABLE
JUDGMEN7;AN� .
E. ANY AND ALL LOSS, DAMAGE, COSTS, EXPENSE, ACTION, CAUSES OF ACTION, OR LIABILITY (INCLUDING
ATTORNEYS' FEES AND COSTS) DIRECTLY OR INDIRECTLY ARISING FROM OR ATTRIBUTABI.E TO THE USE,
GENERATION, RELEASE, DISCHARGE, DISP05AL, OR PRESENCE OF A HAZARDOUS SU85TANCE ON, IN, UN�ER OR
ABOUT THE MORTGAGED PREMISES, WHETHER KNOWN OR UNKNOWN AT THE TIME OF THE EXECUTION HEREOF,
INCLUDINGWITHOUTLIMITATION(1)AILFORESEEABLECONSEQUENTIALDAMAGESOFANYSUCHU E,.GENERATION,
� l �
DEED OF TRUST, SECURITY AGREEMENT, FINANCING STATEMENT — Page 6 iT%�T ��
Rev. 7-26-02 Barrowar's Initlals
10:2
10:3
10:4
10:5
10:6
f[�7f7
10:8
10:9
10:10
10:11
MANUFACTURE, PRODUCTION, STORAGE, RELEASE, THREATENED RELEASE, DISCHARGE, DISPOSAL, OR PRESENCE,
AND (ii) THE COSTS OF ANY REQUIRED OR NECESSARY ENVIRONMENTAL INVESTIGATION OR MONITORING, ANY
REPAIR, CLEANUP, OR DETOXIFICATION OF THE MORTGAGED PF2EMISES, AN❑ THE PREPARATION AND
IMPLEMENTATION OF ANY CLOSURE, REMEDIAL, OR OTHER REQUIRED PLANS.
BANK AND/OR TRUSTEE MAY EMPLOY AN ATTORNEY OR ATTORNEYS TO PROTEST OR ENFORCE ITS RIGHTS,
REMEDIES AND RECOURSES UNDER THIS DEED OF TRUST AND THE OTHER LOAN DOCUMENTS EXECUTED IN
CONNECTION THEREWITH, AND TO ADVISE AND DEFEND BANK AND/OR TRUSTEE WITH RESPEGT TO ANY SUCH
ACTIONS AND OTHER MATTERS. MORTGAGOR SHALL REIMBURSE BANK AND/OR TRUSTEB FOR 7HEIR RESPECTIVE
AT70RNEYS' FEES ANO EXPENSES (INCLUDING EXPENSES AND CQS7S FOR EXPERTS) IMMEDIATELY UPON RECEIP7
OF A WRITTEN DEMAND THEREFOR, WHETHER ON A MONTHLY OR OTHER TIME INTERVAL, AND WHETHER OR NOT
ANACTIONISACTUALLYCOMMENCEDORCONCLUDED. ALLOTHERREIMBURSEMENTANDINDEMNITYOBLIGATIONS
HEREUNDER SHALL BECOME DUE AND PAYABLE WHEN ACTUALLY INCURRED BY BANK ANDIOR TRUSTEE. ANY
PAYMENTS NOT MADE WITHIN FIVE (5) DAYS AFTER WRITTEN DEMAND THEREF.OR SHALL BEAR INTEREST A7 THE
DEFAULT RATE FROM THE DATE OF 5UCH DEMAND UNTIL FULLY PAID. THE PROVISIONS OFTHIS SECTION 10:1 SHALL
SURVIVE REPAYMENT AND PERFORMANCE OF THE 08LIGATIONS, THE RELEASE OF THE LIEN OF THIS DEE� OF
TRUST, ANY FORECLOSURE (OR ACTION IN LIEU OF FOREC�OSURE), THE TRANSFER BY MORTGAGOR OF ANY OR ALL
OF ITS RIGHT, TITLE AND INTEREST IN OR TO THE PROPERTY AND THE EXERCISE BY BANK OF ANY AND ALL
REMEDIES SET FORTH HEREIN OR IN THE LOAN DOCUMENTS.
Su6rogallon. If any or all of the proceeds of the promissory notes referenced in Section 1:2 have been used to extingulsh, renaw
or extend any indebtedness heretofore existing'against the MoRgaged Premises, then, to the extent oF such funds so used, Bank
shall be subrogated to all of the rights, claims, liens, titles, and interest exisUng against the Mortgaged Premises heretofore held
by, or in favor of, ihe hoider of such,indebtedness, and such former rights, clalms, Ilens, tflles, and interest, if any, are not waived
but rather are continued in full (orce and effect in favor of Bank and are merged with the lien and security interest created herein
as cumulative security for the repayment, performance and discharge of the obligations.
Waiver of Subrogatlon 6y Mortgagor. Mortgagor hereby waives any and all right to claim, recover, or subrogatlon that arises or
may arise in its favor and against Bank orits officers, directors, employees, agents, attorneys, or representatives hereto for any and
all loss of, or damage to, Mortgagor, the Mortgaged Premises, Mortgagors property, or the property of others under Mortgagors
control from any cause insured agalnst or required to be insured against by the provfsions of the Loan Documents. Said waivershail
be in addition to, and not in limitation or derogation of, any other waiver or release contained in this Deed of Tn�st wilh respect to
any loss or damage to property of the paRies hereto. Inasmuch as the above waivers preclude the assignment of any afaresaid
claim by way of subrogation (or othenvise) to an insurance company (orany other person), Mo�tgagor hereby agrees to immedialely
give ta each insurance company which has issued to it any such insurance policy whethe� or not it is requi�ed to be insured againsl
by fhe provisions of ihe Loan Documents written notice of the terms of said waivers, and to have said Insurance policies properly
endorsed, if necessary, to prevent the invalidation of said insurance coverage tiy reason of sald waiver.
Successor Trustee. The Trustee may resign in writing addressed to Bank or be removed at any time with orwithout cause by an
instrumenl In writing duly executed by Bank. In case oF death, resignation or removal of the Trustee, a successor Trustee may be
appointed by Bank without other formality than an appointment and designation in writing. Such appointment and designation will
be full evidence of the right and authority to make the same and of all facts therein recited, and upon lhe making of any such
appointment and designation, this conveyance will rest in the named successor Trustee all the estate and title of the Trustee in, all
of the Mortgaged Premises, and said successor will thereupon succeed to all the rights, powers, privileges, immunllies and duties
hereby conferred upon the Trustee. All references in this instrument to the Trustee will be deemed to refer to-the Trustee andlor
any successor Trustee from time to time acting hereunder.
Advances by Bank or ihe Trustee. Each and every covenant herein contained shall be performed and kept by Mortgagor solely
at Mortgagor's expanse. If Morlgagor fails to perform or keep any of the covenants of whatsoever kind or nature contalned in this
instrument, Bank, or the Trustee or any receiver appointed hereunder, may, but will not be obligated to, make advances [o peAorm
the same in ihe Mortgagor's behalf, and Mortgagorhereby agrees to repay such sums and any attorneys' fees incurred in connection
therewith upon dermand plus Interest at the rate of ten percerit (10%a) per annum. This amount will be in addition to any sum of
money which may, pursuant to the terms and conditions oF any written Instruments comprising part or all of the Obligations, he due
and owing apart from the principal and interest thereon. No such advance will be deemed to relieve Mortgagor from any default
hereundec
Oefense of Claims. Mortgagor shall promptly notify Bank in writing of the commencement ofany legal proceedings affecting Bank's
interest in the Mortgaged Premises, or any part thereof, and shall take such action, employing attorneys agreea6le to Bank, as may
be necessary to preserve Morigagors a�d Bank's rights affected thereby. Should Mortgagor fail or reFuse to take any such action,
Bank may take suoh action on behalf of and in the name of the Mortgagor and at Mortgagors expense. Moreover, Bank may take
such independent action 'in connection therewith as In its own discretfon it deems'proper, and Mortgagor hereby agrees to make
reimbursement for all sums advenced and all expenses incurred in such actfon plus interast on any and all such sums at Ihe raie
of ten percent (10°/a) per annurn. •
�'ermination. If all the Obligations are paid in full and �the covenants herein contained are well and truly pe�tormed, then the
Mo�tgaged Premises will reve�t to INortgagor and the entire estate, right, title and interest of the Trustee and Bank wili thereupon
cease; and the Trustee in such case shall, upon the request of Mortgagnr and at MoRgagor's cost and expense, dellver to Mortgagor
prior instruments acknowledging satisfaction oF this instrument.
Renewals, Amendrnents and Other Security. Renewals and extensions of the written instruments constlluting part or all of the
061igations may be given at any time, amendmants may be made to agreements relating to any part of such written instruments
or the Mortgaged Premises, and Bank may take or hold other security for the Obligations without notice to or consent of Mortgagoc.
The Trustee or Bank may reso�t first to such other security or any part thereof, or first to the security herein given or eny paR thereof,
or from time to time to either or both, even to the partial or complete abandonment of either security, and such actlon will not be a
waiver of any rights conferred by this inshument. All amendments to and modifications of this fnstrument must be in writing signed
by Bank.
Instrument as Assignment, Etc. This instrument will be deemed to be and may be enforced from time to time as an as5ignment,
chattel mortgage, contract, deed of trust, financing statement, real estate mortgage, or security agreement, and from time to time
as any one or more thereof if appropriate under applfcable state law.
Limitatfon on Interest. No provision of this instrument or of the written Instruments constituting part or all of Ihe Obligatlons will
require the payment of or permit the collection of interest in excess of the maximum lawful rate orwhfch is otherwise contrary to law.
If any excess of interest in such re'spect exists harein or in said wrltten instruments, or are adjudicated to be so provided for herein
or in said written instruments, neither Mortgagor nor 8orrower will be ohligated to pay such excess; however, if Mortgagor or
Borrower has already paid such excess, any such pafd excess shall be credited'as a payment of principal on the Obligations to which
such excess interest relates, or, lf applicahle, such excess interest shall be refunded to Mortgagor or Borrower, as the case may
be.
Unenforceable or Inapplicable Provislons. If any provision hereof or any of the written instruments constituling part ar all of lhe
Obligations is invaUd or unenforceable, the other provisions hereof or of said written instruments will rsmain in full force and effect,
and the remaining pravisions hereof will be liberally corratrued In favor of the Trust�e and 8ank in order to carry out the provislons
hereof. Ii the Ilen or other encumbranees created by this instrument ere invalid or unenforceable as to any part of ihe Obligallons,
or if the liens or other encumbrances are invalid or unenforceable as to any part of the MoRgaged Premises, the unsecured or
partially secured portion of the Obligalion shall be corripletely paid prior to the payment of the remaining secured or fully secured
portion of the Obligations, and all payments made on the Obligatlons, whether voluntary or under foreclosure or other enfo�cement
DEED OF TRUST, SECURITY AGREEMENT, FINANCING STATEMENT — Page 7
Rev. 7-28-02 �
�� �
Borc6wers I' nitlals
action or procedure, shall be considered to have been first paid on and applied to the full paymant of that portion of the Ohligations
which is not secured or fully secured by the liens or other encumbrances created by this instrument.
10:12 Rights Cumulative. Each and every right, power and remedy herein given to the Tru�tee or Bank will be cumulative and not
exclusive; and each and every right, power and remedy whether specifically herein given or otherwise existing may be exercisad
from time lo lime and as oflen and Iri such order as may be deamed expedient by the Trustee, or Bank, as Ihe case may be, and
the exercise, or the beginning of the exercise, oF any such right, power or remedy wiil not be deemed a waiver of the right to exercise,
at the same lime or thereafter, any other right, power or remedy. No delay or omission by the Trustee or by Bank in Ihe exercise
of any right , power or remedy will (mpair any such right, power or remedy or operate as a waiver thereof or of any olher right, power
or remedy then or thereafter existing.
10:13 Waiver. Any and all covenanis in this instrument may from time to time by instrument in writing signed. by Bank be waived to such
extent and in such manner as Bank may desire, but no such waiver will ever affecl or impair Bank's rights hereunder except to the
extent specifically stated in such writien instrument. Acceptance py Bank of any payment in an amount less Ihan thaT poRion of the
Obligation then due and owing shall be deemed an acceptance on account only and not a waiver; and the failure to pay the entire
amount then due shall continue to be an Event of Default.
10:14 Joint and Several Liability. The term "Mortgagor" as used in this instrument will be construed as singular or plural to correspond
with the number of persons executing fhis instrument as Mortgagor. If more than one person executes this instrument as Mortgagor,
his, her, their, or its duties and liabilities under this instrument will be joint and several..
10:15 Section and Paragraph Headings. 5ection and paragraph headings are used in this Instrument for convenience only and shall
be given no suhstantive meaning or significance whatsoever i� the construction and interpretation of the terms and provisions herein
contained.
10:16 Rights of Assignee. The terms "Bank," "Mortgagor" and "Borrower" as used in this instrument include the heirs, executors or
-administrators, successors, representatives, receive�, trustee and assfgns of those parties. This instrument is binding upon the
Mortgagor, his, her or their heirs end legal representatives, and MoRgagor's successors and assigns, and will inure to ihe henefit
of the Trustee and the Trustee's successors and Bank and its successors and assigns. It (s understood and agreed between the
, parties hereto that Bank may assign any part or all of the Obligatlons and this instrumenl to a third party who shall become entitled
to all rights and benefits given herein to Bank.
'10:17 Place of Performance. Tfie duties and obligations herein imposed on Mortgagor are performable in Fort Worth, Tarrant County,
Texas. . �
10:18 Counterparts. This instrument may be executed in any number of counterparts, each oF which will for all purposes be deemed to
be an original, and all of which are identical. � �
SECTION XI. ApQITIONAL PROVISIQNS. �
(In the event ot a conflict belween the printed provisions of this instrument and the Additional Provisions (if any) contained in this Section,
or referenced in lhis Sectian but attanhed hereto as a separate Exhibit, any such Additional Provisions shall be paramount and control
unless othervvise specifically provided therein.) '
SECTION XII. Entire Agreement; Amendment.
THIS DEED OF TRUST AND THE OTHER LOAN DOCUMENTS EMBODY THE FINAL, ENTIRE AGREEMENT AMONG THE
PAR7IES HERETO AND SUPERSEDE ANY AND A�L PRIOR COMMITMENTS, AGREEMENTS, REPRESENTATIONS, AND
UNDERSTANDINGS, WHETHER WRITTEN OR ORAL, RELATING TO THE SUBJECT MATTER HEREOF AND 7HEREOF AND MAY
NOT BE CONTRADICTED OR VARIED BY EVI.DENCE OR PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS
OR DISCUSSIONS OF THE PARTIES HERETO. THERE ARE NO ORAL AGREEMENTS AMONG THE PARTIES HERETO. The
provisions Mereof and the other Loan Documents may be amended or waived only by an instrument in writing signed by Mortgagor and
Bank.
EXECUTED this 11th day of �ecember, 2002, BUT TO BE EFFECTIVE THE 20T" DAY OF DECEMBER, 2002.
NOTICE OF INDEMNIFICATION:
MORTGAGOR:
MOR7GAGOR HEREBY ACKNOWLEDGES AND �/��:�����
AGREES THAT THIS DEED OF 7RUST CONTAINS CERTAIN
INDEMNIFICA710N PROVI510NS DON E. HANSEN
•(INCLUDING, WITHOUT LIMITATION, THOSE
CONTAINED IN SECTION X HEREOF) WHICH,
IN CERTAIN CIRCUMSTANCES, COULD INCLUDE
AN INDEMNIFICATION BY MORTGAGOR OF BANK
FROM CLAIMS OR LOSSES ARfSING A5 A RESULT
OF BANK'S OWN NEGLIGENCE.
Address of the Trustee and Bank: 3851 NE Loop 820
FoR Worth, TX 76137'
TYPE OF COLLATERAL: Real Eslate, FixWres and Improvements
DEED OF TRUST, SECURITY AGREEMENT, FINANCING STATEMENT — Page 8
Ray. 7-26-02
Address: 4000 North Main Street
Fort Worth, Texas 76106
Borrower's Inilials
CORPORATE ACKNOWLEDGMENT
THE STATE OF TEXAS §
§
COUNTY OF §
This (nslrument was acknowledged before me on the
,a
, 20 , by
day of
of '
' , on behalf of said
Notary Pubifc, State of Texas
SINGLE OR JOINTACKNOWLEDGMENT
THE STATE OF TEXAS §
. §
COUNTY OF. TARRANT ' § •
. This instrument was acknowledged before me on the �� day of December, 2002, by DON E. HANSEN.
�
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"""�"�'i� pAVID BAILI�F
' i F�O�Y N�r RlotacN I�dsllc �/. 4� �i�G `Li�/ ''�
; �' � i �ATIE 0� YEXAS
;*'���r`" tiiY r�� �,p, �i��25�2�44 No�ary Public, State of s�
:�,�..M-.�..��"�.�"'.�
� �.,�:uc��,s
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�uzY"`. DaVtO �3�iILIFF �
���� �'i'� � p��7'�u3(AS
��`������r,�n�. �, saiasizoo6,
,��....w..,,.. .,v. w.�
, AFTER RECORDING; RETURN TO: �
Summit Bank, N.A.
ReaL Estate Department
3851 NE Loop 820
Fort Wortl�, TX 7b137
DEED OF TRUST, SECURITY AGREEMENT, FINANCING STATEMENT — Page 9 �
Rev. 7-26-02 Borrower's INqals
' Exhibit A
A summary of the contracts and amendinents thereto between you company and the City of Fort
• Worth are as follows: - �
City of Secretary . ��. To Amend City Secretary
Contract Number , Contract Number
17321 T-Hanger 8180 �
17322 Hangers 8181
1�32� ' lOS Location 9S 8938
17325 9S Location 8S 11967
Transit Fuel Agreement 9779
. �
f
. . � FOR .
� D023 HANSEN LEASE ►rA�� �
i�iEACHAM FIELD
F�RT FIORTH MUNtCI?AL AIRPORT
A tract of land out of�.the 3amea WaLlace Suzvey being out c£ tL�cts canveyed'
to the City of For� i:'o��h by deeds recorded in Volwme 1f184, Page 413.� and
Volume ].050, Page,553, Deed Records, Tarrant County, Texas� and also being
a porCion o£ the ForC.Worth Muno:cipal Airgort, PSeacham Field, �anre partfcularJ.y
described using the Texas co-ordinate system, North Central zone, co-oz'dinatea•
and bearings as fol.LouT:
Beginning at a paint far the sovthwest corner of said lease, the co-ordinates� .
of said goint are X n. 2,043,949.72� Y= 417,413.17; ". -
Thence: North Z degreea 50 minutes 26.seconds east 518.7 feet to a point for '
� the.nor.thweat corner of said lease; .
Thence: South 87 degreea 09 minutes •34 seconda �as� 36fl.0 feet to the .beginning ��
of a curve to the .right, the center of which be.ara aouth 2 degzeee SQ minutea �
2b aeconda .weat. a radius diatance of 44.0 feeC; . :
. Thence; Southeaetar7.y along said curve to the �ight an arc distance of •62,83 " '
. feet.to a paint; . � .
� ' � • �,
Thence: South�2 degrees 5a�ininutea 26 aecon�a wast �78.7 feeC to a pbint for.
the aoutheaat corner of said Lease;. �
. 2'hence, ldarth 87 degrees. 09 minutes 34 seconds west 400.0 feet to the place �
of beginning and contai.ning 207,135.b4 squara�feet of 1and, more or less.
�� �
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- . . . ..... .: . ---.. .
.__---- -__
��
� . FIELD NO'P�S � •
. FOR ' , ,
MEACHAM FIELD•L�AS�
CITY SGCRETARY CONTRACT NO. 8181
A tract of �and out oP .the Jamea Wallace Survey being out of the
tracts convey�c� to the City of Fort Worth 6y deeds recorded in
Volwne lOB�� Page 413, and Volume 1050•, Page 553, Deed Recorde,
'1'arrant County, Texas;. artd a190 being a portion of Fort Worth �
. Municipal Airport, Meactiam F'ield, more particular•ly described using
the Texa$ co-ordinate sy,stem, Nort1� Central zone, ca-ordinatea and
bearings as �ollows:
DEGIt�NTNG at a point fox the southwest cotner of said lease, the
co-ordinates oF said point being X= 2,044,459.63, Y= 417,204.26;
THENCE: North 2 degrees 50 minutes 26 seconds east 378.0 feet to the
beginning of a �urve to the right the center of which bear9 south.87
' degrees 09 minuces 34 seconds eas�t a radiva distance of 4�.0 feet;
THENCE: Nortlieasterly.along said curve to tY�e right an arc distance,
of fi2,E33 feet to a point in the north line o'f said lease; �
TIIENCE; South B7�degree,s d9 minutes 34 seconds east 35o.Q,feet.to a �
. point for the nottheast corner of lease; ,
THLNCE: Sautl� 2 degre�s 50 minutes 26 aecond9 w,est 418.0 .feet to a
point for the sbutheast corner of lease; •
TIii:NCE: North f1�7 degrees 09 � minutes .34 secands west 390.0 feet to,
the place of be9inning and containinq ,162,675.64 square feet of
land, rquce or less. �
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Mu7eham'l�icld '
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A err�c[ nl' l�tnd ouc nf tlic ,James Wall�cc Survzy, bcinF a par.t �of � Cracc cnnvcycJ
to t1w Cicy of Furt Wortli Uy deed recorded in Vo.lumc 1112, !'aF.c S7G, 1)oed Itecords,
aatrant County, ?exas, and ile,n beinR a par[ion of ForC Worcfi Ptunicipal Airpor�,
Meacliam Field, more p�rticuJ�rly ciescribed using [he Texas Coordinate 5ystem, North
Central Zone, coordinates ai�d bcarinps Zs follovs: , ',
CIIhtAII:N(:ii �l' a pulnt in tl�i: vc,C l.inc oL Nottli AI;�Ln Sl'rcal' nnd t,he n„rl.li Lin�� uf 7;flh
Strect, �z.icl rninc h.ei��r sncl `ea«erly Sli �orner oE Dteacl��m Fie] d, 'P11IiNCl:: Norcl� no
degrees 28 minutes J9 seconds easC 884.b feet and nortli 89 cle�secs 31 minu[es 21
seconds.vest'S40.0 Feet eo �"+" cut in concrete for the point of beninninq, said
point bcinF the souChe�sC r.nrncr oE Lca�:e Sitc Nn. 1�, Che coordina�es of said'
1>eginniag poin� arc: X=2,045,15G.41, Y=417,8]7.05: .
T11fiNCG: 5o�i[h no dc�rec5 2A minutes 39 secrinds wesc 199.)5 fect for the sou�heast
corner oF Che I�erein descrihed Lease Site No. 9;
TIIF,NCii: Nortli 89 de�rces 31 minutes 21 secoucls,aes[ 180.0 fee� Eor clte souCitivesC
�orner of Lease 5ite No. 9; .
T}IENCF.: North no deFrees 28 minutes 39 seconds eas[ 10.45 feec ta.tlie beFinnin�
of a curve to the lefr, the center�oE whicl� bears.north 89 degr_ees 31 minutes 21
seconds West a radius distance oE 174.0 Eeet:
T}IENCG; NorChwes[erly along said cutve eo the left an arcdistance oi 128.21 feet •
to 1 point af cangent;
T}IENCC: Norl•li 41 dcgrees 44 minu[es 21 seconds vesc 22.54 Eeet �o a 1/2" iron pin
at [he most soutlierly coxner oE Lease Si[e No. 10;
T1IGNCE: Nor�h 48 deRrees 15 minu[es 79 seconds easC along'[he sou.therly line af
Lease Site No. 10, 81.39 Feet.co an angle poinc in said southerly line;
T1IENCE: 5outh 89 degrees 3l mi�tu[es 21 secon.ds eas� continuin� alon� [lie.cou[hetly
].ine of Lease Si�e No. lU, •1.f30:0 .feet to [he place of befiinning and con,taining
39,959.3 square feet of land more or less. •
AND AL50 THE FOLLOtJINC: Lease Si[e Na. 10 • �--rJ •
A trac[ of land ouC of, li�e Jamcs W;i].lace Sucvey•beinq out oF a tr;ic[ nf land cnnveyed
to tl�e Ciey oE Fort 1JorCh �y deed recordec] in Volume 111Z, Page 574, Deecl Records,
'I'arrant County, Yexas, and a1�o being a por[ion o[ 1'orC Wortli Municipal AirporC,
Meac}»m Ficld, more pirtic��l:+rly described ��sin� Che Texa's •Coordinate 5ystem, North —
CenCral 2one, coordinatcs and•�earings as follows:
COPRtGNC.I: aC a point in tlie norCh line nE 38[A 5treet and Clie vest line oE Nnrth
�I,�in SCreet, said poinc �l�c�, bein� an easCerl.y sou[heatC ¢orncr of Meacl�am ri.elcV,
tl��nce: NocCh no de�cces 2.9 miniiCes 39 SCCP11CI5 ens[ 1076.Q2 CveC ai�d nocCl� 80 Je{;Cees
].2 miniites� 21 Seconcis v�sC 5��).22 Eeet Eor the nocl'lieact nncl be�;innin�t puinC of I,ease
Site 10, the.coerdiqates oE said beginning point are Xm2,OG5,158.74,..Y�G18,117.00;
TIICNCE: 5auth no.degiees 28 minutes 39 seconds west 280.0 feet to a�poin�;
Tt1ENCC: North 89 degrees 31 minutes 21 seconds.ves� 180.0 feet to a poin�;'
THtiNCC: SouCh 48 degrees 15 minutas 39 seconds vest 81.39 feec to a point;
T'iEtiCL: Pfortii 41' clegrees G4 minu��s 21 seconds vest 57.23 feeG to the most soucherly
corner of Lease Site No. 11;
T1ILNCL: Noctli 48 deF�ees �15 minutes •39 seconds east along elie eas[erly line oE l.ease.
51te No. 11, 37.08 feet to a point;� . .� ,
TIICNCL•:' North 1 derree 19 minu�es J4 seconds e�.st concinuing vich [lae eas� line of
•l.ensc Sitc No. 11, 3Q7.9 fecC to l•I�c norrlicast �orner oE l.ensc 5iee Nu. J1;
TIII;NCI:: Soueli !i!) ���rec:s )Z �iilnutes 21 <ecnnd5 easc 25A.0 feec to [I�e place of beginnin�
and cnnCaininx 77,771.92 squ�rc Ecet ef land more or le�s.
. . • i ,. •
; Page 6 , . . .
� • •
_ • .; : . .
_ " ,;n_�..,.,...� . .._..__s,._... _......�..,...._. . •, n'-�:=���A!!wJ!`.�"_�-_��Jat-�_;.�::�,-- - - ------,�...- _
ASSIGNMENT OF LEASES AND RENTALS
THE STATE OF, TEXA5 §
§ KNOW t.1LL MEN BY THESE PRESENTS:
COUNTY OF TARRANT §
This Assignment of Leases and Rentals from DON E. HANSEN (hereinafter called
"Bonower"), to SUMMIT. BANK, N.A. (hereinafter called "Lender"),
WITNESSETH:
WHEREAS, Borrower is executing a Deed of Trust of even date herewith (the "Deed of
Trust") to S. TOM SENOR,.Trustee, covering all that certain lot, tract or parcel of land situated
in Tarrant County, Texas, and being described as follows:
All of Grantor's right, title and interest in and to those certain Lease Agreements
(and any and all Amendments thereto) as set forth on Exhibit "A", attached hereto
and incorparated herein for all purposes, being Lease Agreements by and between .
the City of Fort Worth, as Lessor, and Don E. Hansen, as Lessee, and relating to
certain tracts or parcels of land located at Meacham Field, a municipal airport in
the City of Fort Worth, Texas, said real property relating to and being the subject
of the Lease Agreements being described on Exhibits "B", "C", "D", and "E"
attached hereto and incorporated herein for all purposes;
to�ether with all improvements being hereinafter collectively refened to as the "Premises", all as
more fully set out in the Deed of Trust, to which reference is hereby made for a further description
of the Premises, for the purposes of securing the payment of a Real Estate Lien Note of even date
herewith in the principal sum of $375,000.00, executed by Borrower and payable to the order of
Lender, including all renewals and extensions thereof, and all other debts of every kind or
character now or hereafter owing by Borrower to Lender in connection with the Premises and the
construction thereof (said Note and all debts being hereinafter called the "Indebtedness"), as more
fully set out and described in the Deed of Trust, to which reference is hereby made; and
W�-IEREAS, Borrower desires to further secure Lender in the full and complete payment
of the Indebtedness and the. full and complete performance of each and all of the covenants and
agreements contained in the Deed of Trust;
NOW, THEREFORE, KNOW ALL MEN BY THESE PRESENTS: .
That Borrower, for and in consideration of the premises and the sum of TEN AND NO/100
DOLLARS ($10.00) and other good and valuable consideration to the Borrower in hand paid by
the Lender, the recei'pt and sufficiency of.which consideration are hereby acknowledged, does
hereby irrevocably assign, transfer, deliver and se[ over unto the Lendet (i) any and all leases,
rental agreements and tenancy agreements (whether written or oral), now or hereafter existing,
including all amendments thereto, executed by or inuring to the benefit of Borrower, covering all
or any portion of the Premises (hereinafter collectively called the "Leases"), and (ii) all rents,
revenues, issues, profits, proceeds and benefi,ts now due or to hereafter become due and derived
from the P'remises, inoluding, without lirnitation, all rents, revenues, profits, issues, moneys'and
other benefits to be derived under or by virtue of the tarms and provisions of the Leases, all until
the Indebtedness and all covenants and agreements contained in the Deed of Trust and herein shall
have been fully satisfied or until Lender shall be entitled to possession of the Premises by order
of court or operation of law. '
This Assignment is made and accepted subject to the following terms a,nd conditions:
(1) So long as no default exists in the payment of the Indebtedness or in the
per,formance of any of the covenants and agreements herein contained or contained
• in the Deed of Trust, Borrower may collect and retain the currently accruing rents,
revenues, profits and income from the Premises and under the Leases, but in no
event for more than two months in advance of any such collections.
(2) In any event, however, if the indebtedness is not paid at maturity, howsoever such
maturity inay be brought about, or if default is made in the keeping or performance .
of any of the Borrower's covenants and obligations under the Deed of Trust or
hereunder, thereupon or at any time thereafter, which such or any subsequent
default continues, Lender may, personally or through an agent selected by Lender,
take, or have the Trustee under the Deed of Trust take possession and control of the
Premises or any part thereof, and receive and collect all rents, revenues, profits, and
income theretofore accrued or thereafter accruing therefrom so long as any of the
Jndebtedness remains unpaid or until the foreclosure of the lien of the Deed of
Trust, � applying so much thereof as may be collected prior to, the sale of the
property under foreclosure, first to the ordinary and necessary expense incident to
such possession, cqntrol and collection, and second, ttie payment of the.
Indebtedness, irrespective oiwhether then mature, paying the balance, if any, to the
Borrower. Borrower agrees that the ordinary and necessary expenses incident to
such possession, control and collection shall include, without limiEation, reaspnable
costs of management, repair and upkeep of the Premises, including the purchase of
such additional equipment and a�purtenances as the Lender in its reasonable, good
faith judgment may deem necessary for the maintenance of a proper rental value
of the Premises and to all Eaxes, assessments, premiums for public liability
insurance, and insurance premiums payable by Borrower as provided' in the Deed
of Trust, all to the extent required of the Borrower under the Leases. .No credit
shall be given by Lender for any sum or sums received from the rents, issues,
profits and proceeds from the Leases and from the Premises until the money
. representing the same is actually received in cash at Lender's office in Fort Worth,
Texas, and no credit shall be given for any uncollected rents or other uncollected
amounts, nor shall any credit be given upon the Indebtedness after the Lender shall
have obtained possession of the Premises through foreclosure under order of sale
or by operation of law or by Trustee's sale:
In the event Borrower shall receive any rents, revenues, profits or income except
to the extent permitted under paragraph (1) hereof, Borrower will hold the same in
hvst for the Lender and will not commingle same with other moneys or properties
of the Borrower and will promptly deliver the same to Lender to be held and
applied by Lender upon the Indebtedness in accordance with the tercns hereof.
(3) Upon default, as described in paragraph 2 above, Lender may, &om time to time
appoint and dismiss such agents or employees as may be necessary for the
colleetion of the rents, issues, profits and proceeds under the Leases and from the
Premises, and for the proper care and operation of the Premises under the Leases,
and Borrower hereby grants to such agents and ernployees so, appointed full and
inevocable suthority on the Bonower's behalf to manage the Premises and to do
all necessary acts relating to such management: The Lender shall. have the sole
control of such agents and employees whose remuneration shall be paid out of the
rents,. issues, profits and proceeds as hereinabove provided, at the rate of
compensation then prevailing in Tai-rant County, Texas..
Botzower agrees that nothing in this Assignment shall be construed to limit or
restrict in.any way the rights, liens and powers granted in the Deed of Trust tp the
Trustee or any successor or substitute trustee under the Deed of Trust to the Trustee
or any successor or substitute trustee under the Deed of Trust or to the Lender
under the Deed of Trust. The collection and application of the rents, issues, profits
and proceeds of the Leases to the Indebtedness or as otherwise above provided
� 2 or4 reg�a
shall not constitute a waiver of any deFault which might at the time of application
or thereaFter exist under the Deed of Trust, and the Indebtedness or any part thereof
secured by khe Deed of Trust rnay be accelerated in accordnnce with the terms of
the Deed o£Trust, notwithstanding such application.
(4) Borrower a�rees that Lender shall never under any circumstanoes be held liable for
failure to collect any rents, issues, profits and proceeds from the Premises.
(5) Bonower warrants and represents that the form of the lease agreement heretofore
delivered to the Lender represents a true and correct copy of the form of instrument
heretofore used and hereafter to be used in connection with future leases, that no
rents have been prepaid on the Leases except for current periods and as otherwise
provided in sucli Leases, that such Leases are not subject tb any setoff, credit or
counterclaim, and that the Borrower has full right and power to pledge and assign
hereunder all interests, and estates of the Lessor thereunder. Borrower agrees that,
without the prior written consent of Lender, Borro�er will not make any change
or mod'ification in any lease now or hereafter covering any part of the Premises and
will not exercise any options contained in any such lease or take any action to
forfeit the same and will not collect any rental in advance except as specifically
provided under any such lease. Bonower further agrees to inform promptly the
Lender in writing of any notices received of any Lessee with respect to any
obligation or default urider any Lease. Borrower agrees that the Lender does not
in any way assume or agree to perform the obligations of Borrower under the
Leases or to become in any way liable under the obligations contained in any of the
Leases. Further, Lender shall never be obligated to complete construction of any
improvements on the Premises.
(6) Borrower further warrants and represents that the Leases and the rentals thereunder
have not been assigned, hypothecated or pledged.
(7) L'Jpon request of Lender, Bonower agrees to furnish to. Lender true and correct
copies of photostatic copies of all Leases hereafter entered into by the Borrower
upon any part or all of the Premises.
(8) This Assignment shall be. binding upon Borrower and Bonower's successors and
assigns, and shall inure to the benefit of Lender and its successors and assigns as
the holder and owner of the Indebtedness.
(9) Upon the payment in fiall of the Indebtedness, as evidenced by the recording of an
instrurnent of full release of the lien of the Deed of Trust, this Assignment shall
become void and of no further force or effect.
EXECUTED this l lth day of December, 2Q02, BUT TO BE EFFECTNE THE 20TH
DAY OF DECENIBER, 2002.
BORROWER:
DON E. �f1�1'I�ISEN. .
J of4 Pages
a
THE,S'�'ATE OF TEXAS § •
§
COUNTY OF TARRANT §
The foregoing instrument was acknowledged before n the � day of
December, 2002, by DON E. HANSEN.
iL � %���� ��
..:.. .........:.:...... .. ......._.�:,�,�-LL, NOTA YPUBLIC,ST E��F'�XAS
:�. `" �o� ���� PRINTED NAME OF NOTARY
���y� STAT� QF TEXAS �
�n: •tE'', A'y G.�:rm. kx}i. aE:!^5/2QG4,
..,..�._._.._:_.�aaaus.�...,,sw+aa� — �•es .
�',��oci�nmr� �-s�sM.,..,� y+�
MY COMMISSIOIV EXPIRES: � `,pi�Y�r o�vio sai�ir-F
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���J� sl'A7'�£ 0� TE:(�►5
��h-•'�.'��"^ �Y �5vn. ExP^ 10/35/2004
4 of 4 Page�
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Exhibit A
A summary of the contracts, and amendments thereto befween you company and the City of Fort
Worth are as follows: �
City of Secretary To Amend City Secretary �
Contr2ct Number Contract Number
17321 T-Hanger 8180
17322 Hangers � 8181
i7327 105 Location 9S 8938
17325 9S Location 8S 11967
Transit Fuel Agreement 9779 �
j
� FOR .
� DOR HANSEN LEAS E "A"
. MEACii4M FIEI.D : .
FORT W�RTH �,JNiCZPAL AIRPORT '
A tract of land out of'the Jamee Wallace Survey being on* cf t�acta conveyed
ta the City of Far� War�h by deeda recarded in Vol�e 1080, Page 413, arid
Volume 1050, Page 553, Deed Records, Tarrant County, Texas, snd also being '
a porCion af the Fort Worth Muno:cipal Airport, Meacham Field, more parCicularly
described using tixe_T.exas co-ordinate syste�n, North Central zone, co-ordinatea�
and bearings as f o lloc� :
Beginning at a paint £az the southwest corner of said lease, Che eo-oYdi.natea� .
of said goint are X� 2,043,999.72, Y= 417,013.17;
Thence: NorCh 2 degrees 5� minutes 26 seconda east 'S18..7 feet to,a point for
� the.northweat�corner of said.lease; . '
Thence: 5vuth 87 degreea :04 miautes 34 secon�a �asC 360.0 feet to the .beginning. _�. .
of a curve to�the .right� the center of which beaza.south 2 degreea 50 minutes_. .
26 aeconds �asC a radiue distance of 40.d feet; , , ` �'
�. Thence : Southeas terly along . gaid rurve ta the �: igh� , an arc distance of 62 .83
. � :feet to a point; . '
. _ �.
Thence : South� 2 degrees 50 ininutea 26 a econ�e wes t�+78 ,7 £eeC to a point £or �
tha southeasC car�er.o£ said Lease;. �
1'hence; l�ortih 87 degreee 09 minutee 34 seconds west 40Q.0 feet to• Che place
of beginning and containi:ng 207,135.b4 square' feet af 1and, more or lesa . �
�, � '✓
2� s
� �. s
�3 �
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v
' ' . . . ' . . � .. ' '';'�}. ' . . ..
I, FIEL.D No�rr:s . . .
� FOR �
MEACHAM FIELD LCASE '
� CITY SECRETARY CONTRACT NO: 8181
A tract of land out oE the Jamee Wallace Survey beinq out of the '•
tracta convsysd te the City a� Fort Worth 6y deed9 recorded in
Volume 1080, Page 41], and Valume 1�5�, Page 553, Dead Racorcls,
Rarran[. County, Texas; and also heing a portion of Fort wortlz
. Municipal Airport, Meac2tam FieLd�, more particular-ly described usi:ng
the Texas co-ardinate sy,stem, North Central zane, aa-ordinatea and
beari.ngs as follows:, ,
DEGINNING at a pdint Por the 9outhwesr corner of sai4�711Z04.28the
co-ordi�ates oE said point t�ein X= 2,044,459.63,.Y
,TliENCE: North 2 degrees 50 minutas 26' seconds east 378.0 feet to the �
beginning.of a curve to the right the centet of which beazs south 87
'` degrees 09 minutes ]4 seconds eas•t a radius distance of 40.0 feet;
THtNCE: Northeasterly, along said curve to the ricjht an arc distance .
oE b2.Ei3. feet ta a.point in the north liae of said lease;
TIiENCE: Snuth 87 degrees 09 mi.nutes 34 seconds east 350.0 feet to a •
. , point for the north'east corner of lease; .
THLNCE: Soutl� 2 de9rees 5o cninutes 26 seconds west 416.0 feet to a
point For the scutheast co�rner of lease;
TIiLNCE: North 'EY7 degrees D9 � minu'tes 34 seconds west 390.0 Eeet to
the place of beginning �and cantaining 162,675.64 square feet af
� land, m�re or less. , ,
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A Cr.�c[ uC lrind cauC n[ Cl�e J;imes 1J�11�Ce Survey, bcin� a par.0 �oE n Cract a�nveyeJ
�o tliu CiCy o( FmrC Wortli by deecl recerdecl in Valume 111Z, Page 514, Ileed Itecords,
:nrYa�tiC CoUnty, 'fexas, a�td sl:o'6einR a pottian o[ rorC 4Joteh Atunici�al Airpor�,
Meacliam Field, mo�e jIAC[1tU��C1V descrihed using Cltie Texas Coosdinate System, Nerth
Central Zone, coordinates and bcarinp,s as folloWs: . '
Ct1FIPIh:NCI: :iC ,� pu1nC in tliii vecC linc of. NurCli �I:i1n Scrcuc :ind Lli� nnrl.it 11nn �af 7ACh
SCrect, si.irl p�int hcin� ancl `cls�crly 5� Corner oE McacBnm FieJ d, 'PII�zNCI:: Nar�h no �
degrees 28 minutes 39 seconds east 884.6 Eeet and narcl� 89 rle�recs 31 minutes 21
seconds•ve�C'S40.0 feet Co a"+" cut in concrete foc the peinC of berinning, said
poinC bein� [lie southc�sC r.nrni�r oE Lea�e Site Nn. 10, cl�e cocrdina�es af said
beginninq poin� arc: X=2,045,15G.t�1, Y�L17,8]7..05:
T11fsNCG:� 5ou[h no �c�recz 2R rninuCes J9 secrinds vesC 199.15 fec[ foc [he soutlieast
corner of the herei,n descriF+ed Lease 5i�e No. 9;
TIIFNCI:; Nortii 89 degrees 31 minutes 21, seconds,ves� 180.0 feec for Clie soutli�est
corner.of Lease Sice No: 9;
TFIENCE: North no deFrees 28 minutes 39 secends•east 10.45 Feet to ti�e UeginninE
of a eurve to the left, [he center oE vhich bears nor[h 89 degr.ees 31 minutes 21
seconds vest a radius distance oE 17G.0 feet;
TttENCL: Narehvasterly along said cuxve eo the leFC an arcdi.stance of 128.21 feec
ta a point of tangent;
T}IENCIi: NorCh 41 de�rees 4t, m•im�tes'21 seconcls vest 22:SL feec to a 1/2" iron pin
at Che mosC southerly cornec oE Lease 5ice No. 10;
TiICNCE: Norch 4$ deRrees 15 minu�es 34 seco�ids easC alonR'Che soUtherly line of
Lease Si:Ce No. 10, 81.39 Feet.Co an angle poin[ in said southerly line;
T1IENCF,: 5outh A9 degrees 3l miituCes 21 seconds east continuin�, .�lon� �lie .southe.rly
liae o.f Le1se 5ite No. lU, 7.80.0 feet to the place of be�inning and cantaining
39,959.3 square fee[ oE land.more or less. ' • � •
AND ALSO T}lE FOLLOWINC: Lease Site No. 10, •. ;�� • .
A tr.acC af land out of. Che J�mes Wa].lace 5urvey beinq out of a tr;ic[ of land c�nveyed
to tiie CiCy of kort WorCh by daed recorded in Volume 1112, Page 574, Dced leecords,
'farr�nt County, Texas, :uid ;�.l::o being a portinn o[ For[ WorCl� Municipal Airport,
. Heactti.�m Ficl.d, more pnrtic��inrly described ��sin� Che Texas �Cootdinate Sys[en�, NorGh —
Centrll 2one, coordinates ancl �carinss as fbllows: ,
CO�RICNCt: ac.a point in the north line oE JBth SCreeC and [lie vest line af Nnrch
tlain SCrect, 5aid ppinC �lsu bein� an eascerly soucheasC torncr oi hlcacham Ficicl,
Chenc.a: • North no deFrcee 29 mimiCes 34 seco�ads CASC 1076.(12 frce :�n�i nnrci� 86 deFcces
1? minuCes� 21 �CGonds w�sl' 547.22 feat for tlie norLhe�FC 1nd hC�;innin�; puinC of L�ase
51te 10, che coordinates of said beginni�,g point are �=3,04'S,158.74,..Y=418,117.A0;
I'IILNCE: 5ouch no,degrees 28 minutes 39 seconds wesC 280.0 feet to a�poin�;
T}IENCG: Norch 89 Jeg�ees 71 minuCes Z1 seconJs.ves� 180.0 feet co.a point;'
TH£NCL•: Sou�h 49 degrees 15 minutes 39 seconds vesC 81.39 feec Co a point;
T4F.t�CL: Nortl� G1 .clegrees 4G minu�es 21 seconds vest 57.23 feee to the most sautherly
corner of Lease Site No. 11;
T1IENCC•: Nor�li 48 dcSrees 15 minutes 39 seconds east along ti�e easterly line of l.case
Site No. 11, J7.Q8 Eeec- to a poi.nt;' . �
TIICNCE: Nartli 1 derree 19 miti�utes 34 seconds eact continufng vi cl� tlie ensc line of ,
•Lcnse Stec N�, 11, ]f}7.y fcet to Che nor[l�cast cor�icr oE l.ensc'Site Nu. ll:
TIIIiNCI:: Sou�h 8U Je�rcr.s 12 �iiLnutes 21 secnnds east 250,U feeC [o Che place of heginning
and cnneainin•F 77,)71.92 squarc Eect af land more or less.
.i.. • .
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Ciiy of Fo�i Wo�th9 Texas
Mayor ancl Council Communication
DATE REFERENCE NUMBER LOG NAME PAGE
12/17/02 **C-19391 55AGREE 1 of 2
SUBJECT CONSENTS TO ASSIGNMENT AND ASSUMPTION AGREEMENTS BETWEEN
SANDPIPER AIRPORT INN, INC. AND DON E. HANSEN, AND EXECUTION OF DEED
OF TRUST LIENS BY DON E. HANSEN IN FAVOR OF SUMMIT NATIONAL BANK OF
FORT WORTH RELATED TO LEASE SITES AT FORT WORTH MEACHAM
INTERNATIONAL AIRPORT
RECOMMENDATION:
It is recommended that the City Council:
1. Authorize the City Manager to execute written consents to Assignment and Assumption Agreements
between Sandpiper Airport Inn, Inc. (Sandpiper) and Don E. Hansen, an individual, relating to all of
Sandpiper's leasehold interests at Fort Worth Meacham International Airport (Airport) other than
Lease Site 1-S; and
2. Authorize the City Manager to execute written consents to the execution of Deed of Trust Liens by
Don E. Hansen in favor of Summit National Bank of Fort Worth (Bank) on ali leaseholds at the
Airport assumed by Don E. Hansen.
DISCUSSION:
Sandpiper currently has seven (7) leases in effect for various parcels of real property at the Airport (City
Secretary Contract Nos. 8180, 8181, 8892, 8938, 9779, 11967 and 25212, all as may previously have
been amended and/or assigned). Sandpiper and Don E. Hansen have entered into assignment and
assumption agreements under which Sandpiper has agreed to assign all of its right, title and interests in
its Airport leaseholds, as provided by the leases, other than Lease Site 1-S (which is governed by City
Secretary Contract No. 25212, as previously amended), to Don E. Hansen, and Mr. Hansen has agreed
to assume all of Sandpiper's duties and obligations under those leases.
Once Mr. Hansen assumes the leases assigned by Sandpiper, he intends to refinance improvements
that have been constructed on the affected leaseholds through a loan from the Bank. Consequently,
Mr. Hansen has requested the City's consent to his execution of Deed of Trust Liens on his leaseholds
in order for the Bank to secure its loan to Mr. Hansen. The Deed of Trust Liens will grant the Bank the
right to operate as the Lessee or to secure another tenant in place of Mr. Hansen, if approved by the
City Council, in the event that Mr. Hansen defaults under the loan or breaches any of his leases with
the City.
City of �'o�t Wo�th, 7'exas
IVlayor and Co�.ncil Communication
DATE REFERENCE NUMBER LOG NAME PAGE
12/17/02 **C-19391 55AGREE 2 of 2
SUBJECT CONSENTS TO ASSIGNMENT AND ASSUMPTION AGREEMENTS BETWEEN
SANDPIPER AIRPORT INN, INC. AND DON E. HANSEN, AND EXECUTION OF DEED
OF TRUST LIENS BY DON E. HANSEN IN FAVOR OF SUMMIT NATIONAL BANK OF
FORT WORTH RELATED TO LEASE SITES AT FORT WORTH MEACHAM
INTERNATIONAL AIRPORT
FISCAL INFORMATION/CERTIFICATION:
The Finance Director certifies that this action will have no material effect on City funds.
MO:k
Submitted for City Manager's
Office by:
I FUND I ACCOUNT I
� (to)
�
CENTER I AMOUNT CITY SECRETARY
Marc Ott
Originating Department Head:
Bridgette Garrett (Acting)
Additional Information Conta�ct:
Peter Vaky
8476 I .
�
5403 � (from)
7601 I
APPROVED 12/17/02