HomeMy WebLinkAboutContract 28264CIT`l SECREiARY ���
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FORT WORTH 1VIEACHAM INTERNATIONAL ATRPORT
FIXED BASE OPERATOR LEASE AGREEMENT
(CITY SECRETARY CO1�iTRACT NO. 8938, AS AMENDED)
This CONSENT TO DEED OF TRUST, SECURITY AGREEMEIVT A1�1D
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 Maxc Ott, its duly authorized Assistant City Manager;
DON E. HAl�1SEI�1 (��Lessee"), an individual; and SUMMIT BANK, N.A. (��Bank"), a national
banking association acting by and through S. Tom Senor, its duly authorized President.
I�Si�1 �
The followmg statements are true and correct and form the basis of tlus Agreement:
A. Lessor and Lessee previously entered into City Secretary Contract ("CSC") No. 8938, as
amended by CSC Nos. 9123 and 17327 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 Lease Site 9-S (Hangar 10-5) (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.
Aure� .�„ ement
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 re%rence for all purposes. The Leased Premises are speciiioally described in the field notes of
Page 1 '
Consent to Deed of Trust between � _ '��
Don E. Hansen and Summit Bank, N.A. `
(CSC No. 8938, as amended) L
�
Exhibit `�B", attached hereto and hereby made a part of this Agreement for all purposes. However,
Lessee and Bank understand and agree that by executing this Agreement, Lessor daes 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
acknowledges and understands that (i) Lessor owns in fee simple all permanent improvements on
the Leased Premises as of the effective date of this Agreement; (ii) Lessor will own in fee simple all
permanent improvements constructed on the Leased Premises after the effective date of this
Agreement; and (iii) notwithstanding anything to the contrary in the Deed of Trust, all of such
improvements constitute part of the leasehold estate and Bank does nat have the right to sell or
otherwise canvey any property interest in such improvements 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 fully 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 Suimnit Bank, N.A.
(CSC No. 8938, as amended)
under the Deed of Trust. This Agreement will automatically terminate an the earliest date that
Bank releases any such rights. In addition, this Agreement will autornatically 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:
Summit 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 to 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 caurts located
Page 3
Consent to Deed of Trust between
Don E. Hansen and Summit Bank, N.A.
(CSC No. 8938, 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.
IN WITI�IESS WHEREOF, the parties hereto have executed this Agreement in multiples
as of the last date set forth below:
CITY OF FORT WORTH
By:�� v
Marc t
Assist t City Manager
Date: ��' � 3 v � ll Z
ATTEST:
$y; � _ a�%'�t.(_.-� . � � . r►- .
Gloria Pearso}�
City Secreta$y
APPROVED AS TO FORM AND LEGALITY:
� �l I
B •
y i c, �G'�- a�
Peter Vaky �
Assistant City Attorney
M&C• e ' � y3 �C /Z. /7-02-
DON E. HANSEN:
Date•
. . .. ��'.
x _�
�v ;
�, � /
- i , L
Page 4
Consent to Deed of Trust between
Don E. Hansen and Summit Bank, N.A.
(CSC No. 8938, as amended)
ATTEST:
By; ��D� n,r 0 � �.�. •�ra�iY
, S�
. - �---..
i , ��r;'r; ' ��,�.����
� ,:. �..
uirui��
, - _ , i�
SUMMIT BANK, N.A.:
�����" y ��
By: ,
S. Tom Senor
President
Date: � � � Z� `� � '�
Page 5
Consent to Deed of Trust between
Don E. Hansen and Summit Bank, N.A.
(CSC No. 8938, as amended)
ATTEST:
,l /� .c L , / ,�--
By: . .
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 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.
GNEN UNDER MY HAND AND SEAL OF OFFICE this �� day of
�.p��,,,,,�l,�,P,�, , 2002.
f�<?'pY P,B��ti ROSELLA BARNES
�Nzr• s � �: `!nTARY PUBUC ✓'���,Y,,,,
iti�,+�'; •'-�r� cf Texas
�;?�'oF�'�'�'Comm. Exp. 03-31-2005 Notary Public in and for the State af Texas
«....»M
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 Don E. Hansen, known to me to b� 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.
���IVEN UNUER MY HAND AND SEAL OF OFFICE tivis �� day of
, 2002. �
��-�.�'�;-.._..�--�,.,�r.-.< .. . . . ..
, . o, � '�� L�I�NN ��!/E�9p�Ni �
r�vv
` ;,��' � �� RIOiARY PIJBLIC i?
.� � ,' ST�i� O�r � �At��l., �
�r T"'�, oF�� My Comm. Gxn.1?.-22�^.�S`^ )
��=ti. � ��.�=..� : ;:... �
��� i�2/�..� G?,�
Notary Public in and for the State of�Texas
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, N.A. and that he executed the same as the act of Summit Bank, I+1.A., for the
purposes and consideration therein expressed and in the capacity therein stated.
IVEN UNDER MY HAND AND SEAL OF OFFICE this /� %
�,{/ , 2002. .
�.,,_ ���-�^,-^� �-�-�������..Y. �
, ,`�"Yp�B�e ' LEANN pAVE�9Pf�R I
� ��� � NQTA�Y E'U�LIC I�
�
� �.� 9 �TAT� OF `�'4��G��`� �
�� L�"'��a ��P My Comm. �xn.12-22=v_C"' )
� ::��"-:.- _, !'
day of
.G���1/l�G�
Notary Public in and for the State of Texas
Exhibit "A" _
Summit �an�, iV.A.
3851 NE Loop 820
Fort Worth, 7exas 76137
$375,000.00
DEED OF TRUST NOTE
December 11, 2002
8UT TO BE EFFECTIVE DECEMBER 20, 2002
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 o�ce in Tarrant County, Texas, or at such other places as Bank may hereafter desig'nate,
the principal sum ofTHREE HUNDRED SEVENTY-FIVE THOUSAND AND N0/100 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 lo tlme owing
hereon computed from the 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 time to time by 9ank (the Base Rate is the Interest
rate announced from time to time by Bank as a general reference loan rate 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
grealer ihan the Maximum Lawful Rate. The present rate of interest computed by such formula is % per annum. Any
change in the Base Rate by Bank shall be effective for purposes of changing the rate of interest.which this Note bears as
of the date of the change of such Base Rate uniess otherwise stated as follows:
All past-due principal and interesl shall bear interest at the Maximum Lawful Rate.
This' Note is payable on demand, but if no demand Is made, then this Note is paya6le as follows: In 59 monthly Inst811ments 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 lhe 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 and stipulated that nolwithstanding any provision of this Note or any other instrument evidencing or securing
the loan herein set forth, in no event shall the aggregate of all interest paid or contracted to be paid to Bank by the under5igned (or any
guarantors or endorsers) ever exceed the maximum amount of interest which may lawfully be charged the undersigned by Bank on the
principal balance of this Note from time to time advanced and remaining unpaid. In this connection, it is expressly stipulated and agreed
that it is the intent of Bank and the undersigned in the execution and deliyery of this Note to contract in strict compliance with applicable
usury laws. In furtherance 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 term "Maximum Lawful
Rate" as used herein, shall mean the maximum nonusurious rate of interest which may lawfully 6e charged the undersigned by Bank under
applicable law, and, in interpreiing the Maximum Lawful Rate, Bank may rely upon the "indicated rate ceiling" in effect from time to time
as defined in Vernon's Ann. Civ. St. art. 1.04(a) as limited and modffied by Vemon's Ann. Civ. St. art. 1.04(b). In de[ermining whether the
loan evidenced by this Note is usurious under applicable law, all interest at any time contracted for, charged, or received from the
Undersigned in connection wilh the loan evidenced by this Note shall be amortized, prorated, allocated, and spread in equal parts duririg
the period of the full stated term ot this Note. However, in the event that this Note is paid in 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 interest received by Bank for the actual period
of the existenee of the loan exceeds the Maximum LawFul Rate, Bank shall, at its option, either refund to the u�dersigned the amount of
such excess or credit the amount of such excess against any amounts owing by the undersigned under this Note. In addition, if, from any
circumstances whatsoever, fulfillmenl of any provision hereof, or of the Deed of Trust, Security Agreement and Financing Statement
securing this Note, or of any qther i�strument securing this Note, or of any other agreement referred to herein or executed pursuant to or
in connection with this Note, at the time performance of such provisions shall be due, shall involve transcending ihe Iimit of validity
prescribed by applicable law, then, ipso facto, the obligation to fulfill shall be reduced to lhe limit of such validity, and if from any
circumstances Bank shall ever receive as interest an amount which would exceed the Maximum Lawful Rate, such amount whlch would
be excessive interest shall, at the oplion of Bank, be refunded to the undersigned or be applied to the reduction of the unpaid principal
balance due hereunder and not to ihe payment of interest. The provisions of this paragraph shall supersede a!I other provisions of thls Note
and all provisions of other instruments evidencing or securing the loan evidenced by thls Note, should such provisions be in appare�t
conflict herewith.
The undersigned (including endorsers) are to be regarded as principals so far as their liability to Bank is concerned 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 madify the
mefhod of peyment herein without notice of such Fact to any 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 liens 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 UNDERSIGNED 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,
DEMANDS FOR PAYMENT, PRESENTMENTS FOR PAYMENT, NOTICES OF INTENTION TO ACCELERATE MATURITY, NOTICES
OF ACTUAL ACCELERATION OF MATURIT`f, 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 EXTENSION OF TIME OF PAYMENT OR CHANGE IN THE METHOD OF MAKING PAYMENT, AND
WITHOUT FURTHER NOTICE HEREBY CONSENT TO ANY AND ALL RENEWALS �4ND EXTENSIONS IN THE TIME 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, the rate of interest thereon may be changed andlor fees in consideration of loan extensions may
be imposed and any related righl or security therefore may be waived, exchanged, surrendered or otherwise dealt with, and any of the acts
mentioned in said renewal notes may be done all without affecting the liability ofthe undersigned or the liability of any endorsers, suretles,
or guarantors hereof, each of whom agrees fa remain Ilable under said renewal note until the debt represenked thereby is actually paid in
full to Bank. The undersigned agrea that eank's acceptance of partial or delinquent payments, or failure of Bank to exercise any right or
remedy contained herein or in any instrument given as security for the payment of this Note shall not be a waiver of any obligation of the
undersigned to eank or constitute waiver of any similar default subsequently occurring. The undersigned and all sureties, endorsers, and
guarantors of this Note agree to any substilutlon, exchange or release of any.collateral given as security for this Note or the release of any
party primarily or secondarily liable hereon, and further agree that it will not be necessary for Bank, in order to enforce payment of this Nole,
to first institute suit or exhaust its remedies against any maker or others liable herefor, or to enforce its rights against any security herefor.
The undersigned expressly agree that in the event oF default in the payment of thls Note or of any installment of principal and/or interest
of this Note when due, or upqn the occurrence of an Event of Default under the Deed of Trust, Security Agreement and Financing
Statement tieing executed simultaneously herewith, or i� the event of default in the performance of any of the terms, covenants or
'conditions contained in any other Instrument or instruments given as security for the payment of this Note, or upon failure of the
undersigned to pay when due any amounts owing under such other instrument; or in the event Bank, in good faith, deems itseli insecure
or otherwise beVieves that the pro�pect of payment or performance of this Note or any of its terms are tmpaired, or {f any event occurs or
condition exists which authorizes the acceleration of the maturity hereof under any other agreement made by the undersigned with Bank,
or if any represeniation, warraniy orcertificatlon made by the undersigned with Bank, or iF any representation, warranty or certificalion made
tiy the undersigned in any ceRificate, financial statement or other instrument pursuant hereto shall prove to have 6een incorrect In any
material respect upon ihe date when made; or if the undersigned (including endorsers, sureties, and quarantors) shall admit in writing an
inabiiity to pay this Note when due or shell make an assignment for the benefit of creditors; file a petition in bankruplcy, petitian or apply
to any tribunal for the appointment of a custodian, receiver or any trustee for it or a substantisl part of its asaets, or shall commenoe any
proceedi�g under any bankruptcy, reorganizalion, arrengement, readjustment of debt, dissolution or liquidation law or statute of any
jurisdiction, whelher now or hereafter in effect; or if there shall have been filed any such petition or application, or any such proceeding shall
have been commenced against it, i� which an order for relief is entered or which remains undismissed fo� a pe�od ot thirty days or more;
or if the undersigned, (including endorsers, sureties and guarantors) by any act or omission shall indicate its consent to, approval of or
acquiescence in any such pet+tion, application or proceeding or order for relief or the appointment of a custodian, receive� or any trustee
for it or any substantial part of any of its properties, or shall suffer any custodianship, receivership or trusteeship to continue undischarged
for a period of thirty days or more; or if the undersigned, (including endorsers, sureties and guarantors) shall generally not pay its debts
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 property, with intent to hinder, delay or detraud its creditors or any of them, or made
or suffered a transfer of any of its property which may be fraudulent under any bankruptcy, fraudulent conveyance or similar law; or shall
have made any transPer oi its property to or For the beneflt of a creditor at a time when other creditors similarly situated have not been pafd;
or shall have suffered or permitted, while insolvenl, any creditor to obtain a lien upon any of its property through legal proceedings or
distraint which is not vacated within thirty days from the date thereof, then, and in that event, Bank may, at its option, without nolice of
nonpayment, demand of payment, presentment for payment, notice of intention to accelerate maturity, notice of maturity, protest, notice
of protest, 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 immediately
exercise its right of setoff as described below. In the event default is made in the 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 6rought on same, or the same is collected through any ]udicial
proceeding whatsoever, or if any action of foreclosure be had hereon, then the undersigned, jointly and severally, agree and promise to
' pay to Bank, in addition fo the other amounts due hereunder, an additianal sum of not less than fifteen percent (15%) of the unpaid principal
and interest then due on lhis Note as attorney's fees plus all expenses incurted in connection with the protectlon or realization 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 bindi�g on the heirs, executors, administrators, successors and assigns pf the underaigned (Including
endorsers) and shall fnure to the beneFit of Bank and any other holder hereof, and their respective successors and assigns and such
provisions shall, be construed pursuant to the laws of the State of Texas. The tarm "Bank" as used herein shall include any subsequent
owner or holder of this Note except when in reference to the "Base Rate" which shall always be intended to mean ihe Base Rate of Summit
Bank, N.A. The agreements contained herein are fully performable in 7arrant County, Texas.
As further security fo� this Note, a�d aU other indebtedness which may at any time be owing 6y the undersigned (and any endorsers
hereo� to 6ank or other holder hereof, the undersigned (and any endorsers hereo� give to Bank, or other holder hereof, a secunty interest
and a contracWal vight o4 setoff in and to alI money now in, or at any time hereafter coming within, the custody or control of Ba�k o� other
holder hereof (including, without limitation, all deposits and accounts) and Bank may and is authorized to retain and apply said money to
ihe payment o( this Pfote 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 herewilh to S. TOM
SENOR, as Trustee, covering certain real estate located in the County ofTarrant, State ofTexas and described as follows:
All of Grantor's right, Ulle and Interest in and lo lhose certain Lease Agreements (and any and all Amendmenls therto) as set foAh on Exhiblt "A",
attached herelo and Incorporated herefn for all purposes, being Lease Agreements by and belween the City of FoR Worth, as Lessor, 8nd Don
E. Hanse, as Lessee, and relating to ceRain 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 Exhibit "B", "C", "D",
and "E", attached hereto and incorpo�ated herein for all purposes.
fHlS WRITTEN LOAN AGREEMENT REPRESENTS THE FINAI
AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE
CONTRADICTED BY EVIDENCE OF PRIOR,
CONTEMPORAiVEOUS, OR SUB5EQUENT QRAL
AGREEMENTS OF TFIE PAR..TIES. _ _
THERE ARE NO UNWRITiEN ORAL
AGREEMENTS BETWEEN THE PARTIES. •
The undersigned: �
������
DON E. HANEiEN '
4000 North Main Street
Fort Worth, Texas 76106
GFq ATC 2002 08 717962-A (B27)
THE STATE OF TEXAS
COUNTY bF 7ARRANT
Summit Bank, N.A.
DEED OF TRUST
SECURITY AGREEMENT
FINANCING STATEMENT
This fnstrument is entered into between the undersigned (hereafter called "Mortgagor") and S. TOM SENOR (hereafter called
"Trustee"), as trustee for the benefit of Summit Bank, N.A. (hereafter called "Bank").
SECTION 1. DEFINITIONS.
1:1 The term "Mortgaged Premises" means the following descri6ed real property and personal property whlch 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 Exhibft "A", attached 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 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 Exhibit "B", "C", "D", and "E", attached hereto and made
a part hereof for all purposes;
togetherwith all heatlng, plumbing, refrigeration, lighting fixtures, e'quipment and/orappliances now, orhereatter, attached to orused
in connection with the above described real property, and all buildings and all improvements now or hereafter placed upon such
property and all appurtenances, servitudes, rights, ways, privileges, prescriptions and advantages in any way thereunto belonging
to or appeRaining (but not consumer goods, other than accessories, acquired by Mortgagor more than ten (10) days after date
pursuant to Art. 9.204 of the Texas Business and Commerce Code.)
1:2 The term "Obligations" means:
A.A promissory note dated December 20, 2002, in the principal sum a shown on said note executed by DON E. HANSEN
(hereinafter called "Borrower") and payable to the order of Bank at its office in Fort Worth, Texas, or such other place as the holder
of the note may designate, with interest as therein specified and on terms as therein contained;
B. All promissory notes evidencing additional loans which Bank may hereafter make to Borrower (although it is understood that
. Bank is under no obligat(on to do so;
C. All other indebtedness and liabilities of all kinds of Borrower to Bank now existing or hereafter arising, whelher fixed or
contingenC, joint and/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 directly or on its behalf by the trustee) which are made
or incurred pucsuant to,.or allowed by the terms of this instrument, plus interest thereon at the rate of ten percent (10%) per annum
from the date paid until reimbursed; and
E. All renewals and extensions of all of the above whether or not Borrower executes any renewal or extension agreement.
1:3 The term "Mortgagor" means the party signing this Deed of Trust. If, however, the party signing this Deed of Trust and the party
executing any or all fo the Obligations referenced in Section 1:2 above are different, then all reference to "Mortgagor" herein shall,
i�so facto, also mean "and/or the party executing any or all of the Oblfgations".
SECTION IL CONVEYANCE IN TRUST.
In consideration of Bank's advancing or exteniiing to Borrower the funds or credit constituting the Obligatio�s and in further
consideration of the mutual covenants herein contained, Mortgagor by this instrument conveys to Trustee the above described Mortgaged
Premises, in trust, for lhe purpose of securing such Obligations. TO HAVE AND TO HOLD the Mortgaged Premises, together with the
rights, privileges and appuRenances thereto belonging unto the Trustee and his substitutes or successors forever, end Mo�tgagor is hereby
bound to warrant and forever defend lhe Mortgaged Premises unto the Trustee, his substitutes or successors and their assigns, against
the claims of all persons claiming any inlerest in the Mortgaged Premises or any part thereof.
SECTION III. ADDITIONAL SECURITY.
As additional security for the payment of the Obligations, Mor[gagor hereby transfers and assigns unto Bank:
A. All Judgments, awards of damages and settlements hereinafter made resulting from condemnation proceedings or the taking
of all orany part of the Mortgaged Premises under the power of eminent domain, or for any damage (whether caused by such taking
or otherwise) to the Mortgaged Premises or any part thereof, or to any rights appurtenant thereto, including any award for change
of grade of sireets, Bank is hereby authorized, but shall not be required, on behalf and in the name of Mortgagor,lo execute and
deliver acquittances for, and to appeal from, any such Judgments or 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 royatties accrued or to accrue under, all oil, gas or mineral leases, now existing or which may hereafter
come into existence on or at the Mortgaged Premises. Mortgagor dlrects payments of the same to Bank, at the option of Bank and
upon written demand of Bank therefor, to be applied to the Obligations until paid in full, whether due or not, and whether before or
after any default under the terms of this instrument or the Obligations.
C. All rents, issues and profits of the Mortgaged Premises, including, but not limited to, all unsevered crops, or Mortgago.r's interest
therein. Mortgagor directs payment of same to Bank to be applied to the Obligations until paid in full, whether due or noi. This
assignment shall 6ecome operative upon any default of Mortgagor under the terms of this instrument or the Oblfgations 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 performance
of any of the covenants set forth in ihis instrument or in the Obligations.
SECTION IV. MORTGAGOR'S REPRESENTATIONS AND WARRANTIES.
In order to induce Bank to extend or continue the indebtedness represented bythe Obligations, Mortgagor represents and covenants
that:
A. Accurate Loan Information. All fnformation contained in sta[ements furnished or to be fumished Bank by or on behalf of
Mortgagor in connect(on with the Obligations secured by thls i�strument is or will be complete and accurate;
B. Valid Title. Mortgagor has valid and'indefeasible title to the Mortgaged Premises and has a legal right to grant and convey
same ta Trustee for the benefit of ¢ank; and Mortgagor shall, if requested by Bank, execute all p�oper additional assurances of title;
C. Free From Encumbrances. The Mortgaged Premises are free from all liens, security interest or other encumbrances except
as specifically set foAh above or as permitted by the provisions of Paragraph D of Section V;
D, Prope�ty Included as Fixtures. All awnings, door and window screens, storm windows and doors, mantels, cabinets, rugs,
carpeting, �inoleum, wall and in-a-door beds, stoves shades, blinds, oil and other fuel-burning systems and equipment, water
heaters, radiator., covers, and all plumbing, heati�g, lighting, cooking, ventilat(ng, cooling, alr-conditioning and refrigerating
DEED OF TRUST, SECURITY AGREEMENT, FINANCING STATEMENT — Page 1
Rev. 7-26•02 Borrowe�
apparatus and equipment, 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 connec8ons, masonry
or in other manner, and all additions thereto and replacements thereof, and such built-in equipment as shown hy plans and
specifications, are and shall be deemed to be fixtures and accessions to the Mortgaged Premises, being hereby agreed to be
immovables and a part of the realty as between the parties hereto, and shall be deemed to be a parl of the Mortgaged
Premises, subject only to the above limitation as to consumer goods; and
E. Envlronmental and Hazardous Substances.
(1) The Mortgaged Premises and the operations conducled thereon do not violate any applicable law, statute, ordinance, rule,
regulation, order, or determination of any Governmental Authority or any rest�ictive covenant or deed restrictlon (recorded or
otherwise), including, without limitation, all applicable zoning ordinances and building codes, flood disaster laws, and
Environmental Laws.
(2) Without limitation of (1) immediately preceding, the Mortgaged Premises and operatlons conducted thereon by ►he current
owner or operator of such Mo�tgaged Premises are not in violation of or subject to any existing, pending, or threatened action,
suit, investigation, inquiry, or proceeding by any governmental or nongovernmental entity or person or to any remedial'
obligations under any Environmental Law.
(3) The Mo�tgaged Premises do not conlain any Hazardous Substance.
(4) Mortgagor has taken all steps necessary to determine and has determined that no Hazardous Substances have been
generated, treated, placed, held, located, or otherwise released on, under, from, or about the Mortgaged Premises.
(5) Mortgagor has not undertaken, permitted, authorized, or suffered, and will not undertake, permit, authorize, or suffer, lhe
presence; use, manufacture, handling, generation, transportation, storage, treatment, discharge, release, burial, or'disposal
on, in, under, from or about the Mortgaged Premises of any Hazardous Substance or the transportation to or from lhe
MoRgaged Premises of any Hazardous Substance.
(6) There is no pending orthreatened litigation, proceedings, or investigations before or by any adminisiratfve agency In which
any person or entity alleges or is investigating any alleged presence, release, threat of release, placement on, in, under, from
or about the Mortgaged Premises, or the rrianufacture, handling,. generation, transportation, storage, treatment, discharge,
burial, or disposal on, urider, 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 knowledge, that any Governmental Authority or
any employee or agent thereof has determined, or threatens to determine, or is investigating any allegation that there'is a
presence, release, threat of release, placement on, in, under, From or about the Mortgaged Premises, or the use, manufacture,
handling, generation, transpo�tation, 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 no commu�i�etions pr agreemen[s with any Govemmental Authority or any private entity, including, but
not limited to, any prior owners oc operators of.the Mortgaged 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, generation,
transportation, storage, treatment, discharge, burial, or disposal on, in, under or about the Mortgaged Pramises, or the
transportation to or from lhe Mortgaged Premises, of any Hazardous Substance.
(9) Neither Mortgagor nor, to the best knowledge, information and belief of Mortgagor, any other person, including but not
limited to, any predecessorowner, fenanl, licensee, occupant, user, or operator 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, held, located, or disposed of, on, in, under or about any other real property, all or any portion of which
is legally 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 or ordinance or any paR thereof, the effect of which law or ordlnance would
be Co create a lien on the Mortgaged Premises to secure any obligation in connection with the "superlien" law of such other
jurisdiction.
(10) Mortgagor has been issued all required federal, state, and local licenses, certificates, or permits relating to, and MoRgagor
and its facilities, business assets, property, leaseholds, and equipment are in compliance in all respects with ail 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 matlers.
F: Representations, Warrenties and Covenants of Corporate Mortgagor, 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, (b) duly authorized to execute
and deliver the written instruments comprising the Obligations and this instrument and to observe and perform its duties thereunder
and hereunder; (2) its officers executing the instruments comprising part or all of the Obligations are the legally elected, qualified
and acting officers of the corporation and have been expressly authorized to execute such instruments 6y r.esolution of the
corporstion's board of directors; and (3) it shall not, without Bank's prior written consent, reorganize, consolidate or merge with any
other corporakion.
SECTION V. MQRTGAGOR'S CQVENANTS.
As long as any of the Obligations remains unpaid, Mortgagor shell (at Mortgagor's own expense);
A. Malntain Premises and Permlt Inspectlon. Cause the Mortgaged Premises to be maintained in good condition 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) to enter into or upon the Mortgaged Premises for the purpose of invest(gating and inspecting
the conditlon and operation of the Mortgaged Premises; provided, however, Mortgagor shall not make any material alterations to
the Mortgaged Premises without Bank's prior written consent.
B. Prevent Vacancles. Keep occupfed habitable improvements on the Mortgaged Premises so as not to impair the insurance
carried thereon, and in the event any such improvements become vacant and remain vacant for more than thirty consecutive days,
Bank may require the Trustee to take possession of such improvements, rent them, and the rent so received, less the reasonable
costs and expenses of collection thereof, shall be applied as part payment of the Obligations.
C. No Sale of Premises. Not sell, assfgn or convey any part or all of the Mortgaged Premises (regardless of whether the buyer
or assignee "assumes" the Obligatlons or takes the Mortgaged Premises "subject to" such Obligatlons) without first obtaining Bank's
prior written consenh provided, however, this paragraph shall not apply to sales of standard inventory items in the ordinary course
of Mortgagor's business.
D. Prevent Other Encumhrances. Cause the Mortgaged Premises to be debt free and clear of liens, charges, security interests,
andencumbrancesofeverycharaeterotherthan: (1)thelfensandotherencumbrancescreatedoracknowledgedbythisinstrument;
(2) taxes constitutfng a lien but not yet due and payable; (3) defects or irregularitles in title, and liens, security interest, charges or
encumbrances which in Bank's opinion are not such as to interfere materially 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 wrlting by eank.
Mortgagor covenants ►hat it shall preserve and maintain the liens and other encumbrances hereby created,as a first and prior lien
or encumbrance on the Mortgaged Premises.
E. Carry Insurance. Carry, with good and solvent insurance companies satisfactory to Bank and in amounts sat(sfactory to Bank,
the broadest available form of"all risks" or"special form" property insurance in respect ofthe improvements now pr hereafler IocatQd
on the Mortgaged Premises and all furniture, fitttures, equipment, merchandise and all other items of Mortgagor's personal property
in, on, at oF about the Mo�tgaged Premises egainst loss or damage by flre, windstorm, and any other hazards as may reasonably
be required from time to time by Bank during the term of the Obligations hereby secured to the extent of the full replacement cost
(now, without deduction for depreciation) of the covered items and property, in such form and with such insurance company or
companies as may be approved by Bank. All such insurance shall name Bank as mortgagee and loss payee iherein, as its interest
may appear, and all such insurance shall contain such standard mortgage clauses as are acceptable to and approved by Bank.
DEEb OF TRUST, SECURITY AGREEMENT,. FINANCING STATEMENT — Page 2
Rev. 7-26-02
Borrower's Ini lals
Mortgagor shall also deliver renewals of such policles to Bank at least fiiteen (15) days before any such insurance policies shall
expire. All such insurance policies shall provide the maximum prior written notice to Bank of cancellation which the 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 collect 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 ObligaQons, or any part thereof, are then due) or to the restoration of the Mortgaged Premises, or may be released to
Mortgagor, but any suoh applicalion of release shall not cure or waive any default. Additionally, obtain and maintain and keep in
full force and effect the broadest torm of commercial general liabflity i�surance providing coverage against (among others) bodily
injury and disease, including death resulting therefrom, persanal injury and property damage, written an an "occurrence" basis with
� respect to the business and any other activities carried on, in or from the Mortgaged Premises a�d with respect to Mortgagors use
and occupancy thereof.
F. Pay Recording Expenses and Malntaln Lfens. File at Mortgagor's expense this and every other instrument in addition or
supplement hereto including applicable financing statements in such o�ces and at such times and as often as may be necessary
in Bank's opinion to preserve, protect and re�ew the liens and other encumbrances he�ein created as a first lien or prior
encum6rance on real or personal property as the case may be; and Mortgagor shall do and perform all matters or things necessary
or expedient to be done or observed by reason of any law or regulatlon of any State or of the United States or of any other competen[
authority for the purpose of effectively creating, maintaining and preserving the Ilens and other encumbrences created herein;
G. Pay Charges Accruing to Mortgaged Premises. Promptly pay or cause to be paid when due and owtng: (1) all rentals in
respect of ihe Mortgaged Premises; (2) all expenses including insurance premiums incurred in or arising from the normal use and
ownership 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; arid (4) exhibit receipts showing payment of all such items to Bank; provided, however, lf 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 Mortgagor to exhibit
Bank receipts showing payment of such items:
H. Reserve for Expenses. IfMorigagor's initials are contained in this blank , depositwith Benk wilh and in addition •
� to insiallment payments made by Borrower on the Obligations (if any) a sum equal to one-twelfth of the est(mated annual ground
rents, taxes, hazard insurance premiums and othercharges referred to fn Paragraph G. above next due on ihe Mortgaged Premises.
If the amount so paid is not suKcient to pay such items as and when they become due, then Mortgagor shall deposit immediately
with Bank an amount su�cient to pay such items. If there occurs an "Event of Default" as hereafter defined, Bank may at any time
thereafter apply ihe 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 m,ade under the provisions of this
paragraph. - ,
I. Construction Loan. If Mortgagor's initiels are contained in this blank , Mortgagor covenants that part or all
of the Obligations being advanced by Bank to Borrower will be used to cons ruct and complete ce�tain improvements on the
� Mortgaged Premises according to plans and specifications submitted by Mortgagor 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 hereby impressed with and charged with, not only the Ifens created by this instrument, but in addiNon thereto an
express Mechanic's Materialman's and Laborer's Lien for all advances made hereunder, with the express understanding fhat failure
to complete the improvements 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 compensatlon insurance and public liability and
property damage insurance in amounts and with companies satisfactory to Bank and subject to the same requirements contained
in Paragraph E above dealing with insurance on the Mortgaged Premises.
J. Environmental and Hazardous Substances.
(1) not use, generate, man�facture, produce, store, release, discharge, treat, or dispose of on, in, under, from or about the
MoRgaged Premises or transportto orfrom the Mortgaged Premises any Hazardous Substance (as hereinafterdefined) or allow �
any other person or entity to do so;
(2) keep and maintain the Mortgaged Premises in compliance with, and shall noC cause or permit the Mortgaged Premises to
• be in violation of, any Enviro�mental 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 operators of the Mortgaged Premises, which system shall include annual reviews of such compliance
by employees or agents of Mortgagorwho are familiar with the requirements of Environmental Laws and, at the request of Bank
no more than once eacfi year, a detailed review of such complianoe of the environmental condition of the Mortgaged Premises
(the "Environmental Repo�f") in scope satisfactory to Bank by an environmental consulting firm approved in advance by Bank;
provided, however, ihat if any Environmental Report indicates any violation of any Environmenkal Law or a need for Remedial
Work, such system shall (nclude at the request of Bank a detailed review of the status of such violaUon (a "Supplemental
Repo�t") by such environmental consultant. Mortgagor shall fumish an Environmental Report or such Supplemental Report to
Bank within sixty (60) days aker 8ank so requests, together with such additional information as Bank may reasonably request;
(4) give prompt written notices to Bank of: (a) any proceeding or inquiry by any governmental or nongovernmental enlity or
person with respect to the presence of any Hazardous Substance on, in, under, from or about the Mortgaged Premises, lhe
• migraUon thereof irom or to other propeRy, the disposal, 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 against Mortgagor or the
Mortgaged Premises or any other ow�er or operator of the Mortgaged Premises relating to any loss or injury resulting from any
Hazardous Su6stance; and (c) Mortgagor's discovery of any occurrence or condition on any real property adjoining or in the
vicinity of the Mortgaged Premises that could cause the Mortgaged Premises or any part thereof to be sub]ect to any
investigaUon or cleanup of the Mortgaged Premises pursuant to any Environmental Law;
(5) permit Bank to joln and participate in, as a party if It so elects, any legal proceedings or actions initiated with respect to the
Mortgaged Premises in connection with any Environmental Lawor Hazardous Substance, and Mortgagorshall pay all attomeys'
fees incurred by Bank in connection therewith;
(6) if any Remedial Work is reasonably necessary or desirable in the opinion of Bank, Mortgagor shall commence and
thereafter diligently 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 in advence by Bank, and under the supervision of a consulting engineer approved by
Bank. All costs and expenses oF such Remedial Work shall be paid by Mortgagor including, without limitation, Bank's
reasonable aitorneys' fees and costs incurred in connectlon with monitoring or review of such Remedial Work. If Mortgagor
shall fail to timely commence, or cause to be commenced, or fail to diligently prosecute to completion, such Remedial Work,
Bank may, but shall not be required to, cause such Remedial Work to be performed, and all costs and expenses thereof, or
incurred in connection therewith, shall become paR of the Indebtedness.
(7) The term "Hazardous Subslance" shall mean any substance, product, waste, or other material which is or becomes listed,
regulated, or addressed as being a toxic, hazardous, polluting, or similarly harmful substance under any Environmental Law,
including without limitation: (a) any substanca included within the definition of "hazardous waste" pursuant to Sectlon 1004 of
RCRA; (b) any substance_included within the definition of "hezardous substance" pursuant to Section 101 of CERCLA; (c) any
substance included within (1) the deflnition of "regulated substance" pursuant to Section 26,342(11) ofTWC; or(2) the deflnition
of "hazardous substance". pursuant to Section 361.003(11) of THSC; (d) asbestos; (e) polychlo�inated biphenyls; (� petroleum
products; (g) underground storage tanks, whether empty, filled or partially filled wilh any substance; (h) any radioactive
materials, urea formaldehyde foam insulation or radon; (i) any substance included within the definition of "waste" pursuant to
. Section 30.003(b) of TWC or "pollutant" pursuant to Section 26.001(13) of TWC; and (j) any other chemfcal, material or
DEED OF TRUST, SECURITY AGREEMENT, FINANCING STATEMENT — Page 3 �l z'-'// �
Rev. 7-26-02 _ Borrower's Initfals
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 the environment.
(8) The term "Environmental Law" shall mean any federal, state, or local law, statute, ordinance, or regulation, whether now
• or hereafter in effect, pertaining to health, industrial hygiene, or the environmental conditions on, under, or about the Mortgaged
Premises, including without limitation, the following, as now or hereafter amended: Comprehensive Environmental Response,
Compensation, and Liability Act of 1980 ("CERCIA"), 42 U.S.C. § 9601, et seq.; Resource, Conservation and Recovery Act
("RCRA"), A2 U.S.C. § 6901, et sea., as amended by the Superfund Amendments and Reauthorization Act of 1986 ("SARA"),
Pub. L. 99-499, 100 Stat. 1613; the Toxfc Substanass Control Act, 15 U.S.C. § 2601, et sea.; Emergency Planning and
Community Right to Know Act of 1986, 42 U.S.C. § 1101, et sea.; Clean Water Act ("CWA"), 33 U.S.C. § 1251, et sea,; Clean
Air Act ("CAA"), 42 U.S.C. § 7401, et seq.; Federel W ater Pollution Control Act ("FW PCA"), 33 U.S.C. § 1251, et sea.; and any
corresponding state laws or ordinances including but not limited to the Texas Water Code ("TWC") § 26.001, et sea.; Texas
Health & Safety Code ("'iHSC") § 361.001, et sea.; Texas Solid W aste Disposal Act, Tex. Rev. Civ. Stat. Ann. art. 4477-7; and .
regulations, rules, guidelines, or standards promulgated pursuant to such laws, statutes and regulatio�s, as such statutes,
regulations, rules, guidelines, and standards are amended from time to time. -
(9) The tertn "Remedial Work" shall mean any investigation, site monitoring, containment, cleanup, removal, restoration, or
other work of any kind or nature reasonably necessary in the sole opinion of Bank under any applicable Environmental Law or
• desirable in conneclion with the current or Future presence, suspected presence, release, orsuspected release of a Hazardous
Substance in or into the air, soil, ground water, surface water, or soil vapor at, on, about, under, or within ihe Mortgaged
Premises, or any part thereof. The parties contemplat� that any Remedial Work will result in decontamination of the Mortgaged
Premises to permit any future use of the property, including as residential property, and shall not comprise 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 DEED
OF TRUST, OR THE EXTINGUISHMENT OF THE LIEN BY FORECLOSURE OR ACTION IN LIEU THEREOF.
SECTION VI. PROVI510NS REGARDING SECURITY INTEREST IN FIXTURES.
To the extent permitted by law, this instrument also shall be construed to be a securiry agreement whereby and whereunder
Mortgagor creates and grants to Bank, as Secured Party, a security interest in and to all fixtures and Improvements now orhereafter erected
"• upon or a�xed to the Morlgaged Premises as additional (but not substituted) security and collateral for payment of the Obligations. As
Secured Party, Bank shall have all of the rights, remedies and reliefs accorded to a Secured Party under the Texas Business and
:Commerce Code (and particularly, the Texas Uniform Commercial Code), including, but not limited to, the right to require ►he MoRgagor
to assemble the collateral and make it available to Bank, as Secured Parly, at a place to be designated by Bank, as Secured Party, which
is reasonabiy convenient to Bank and to Mortgagor, In addition, lhis 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 appropriate, including, but not limited to, with the Secretary of State of ths State of 7exas.
SECTION VII. EVEN7S OF �EFAULT.
7;1 Acts Constituting Default. Mortgagor will be in defauit under this instrument upon the happening of any of the following events
or conditions (hereafler called an "Event of Default"':
A. Borrower fails to pay when due any principal or interest owing under any of the written instruments comprising part or all of Ihe
Obligations or otherrvise breaches any of the provisions contafned in said written instruments or defaults ihereunder;
8. Any warranty or representation made in this Inslrument by Mortgagor is determined by Bank to be untrue in any materfal respect;
C. Morlgagor defaults in the due performance or observance of any other covenant or agreement contained fn this instrument;
D. Subsequent to the date of execution of this instrument, there is passed any law which imposes any I(en on the Mortgaged
Premfses for purposes of state or local taxation of deeds of trust and security agreements or debts secured lhereby, 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. Morigagor makes an as.signment for lhe beneflt of creditors, becomes insolvent, commits an act of bankruptcy, files for
bankruptcy, or involuntary bankruptcy proceedings are instituted orthreatened against either Mortgagor; orthe Mortgaged Premises
are attached or otherwise levied 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 Mortgagor's title to Ihe
Mortgaged Premises or any substantial.part thereof becomes the subject matter of Iitigation which would or might, in Bank's opinion,
upon final determination, re5ult 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 Obligations or the performance of any covenant or agreement contained or referenced in this instrument is impaired or ihe
possibility of resoAing to the Mortgaged Premises, or any part of the MorYgaged Premises, for the purposes of satisfying all, or any
part of the Obligations, is in any manner impaired.
7:2 Acceleration upon Default. Upon the occurrence of any Event of Default, or at any time thereafter, Bank may, at its optfon, declare
. the entire unpaid balance of the Obligations to be forthwith due and payable without notice of intention to accelerate maturity, �otice
of actual acceleralion af maturity, or any ather n�tice of any kind, or presentment, protest, notice of protest or demand of any kind,
all of which are hereby expressly waived by Mortgagor.
SECTION VIII. BANK'S RIGHTS UPON DEFAULT.
8:1 Operation of Property by Trustea. Upon the occurrence of an Even[ of Default, or at any time thereafter, and in addition to all other
rights hereln conferred on ihe Trustee, the Trustee (or any person, firm or corporation designated by the Trustee) may, but will not
be obligated to, enter upon and take possession of any of the Mortgaged Premises, exclude Mortgagor therefrom, and hold, use,
administer, manage and operate the same to the extent that Mortgagor could do so. If the MoRgaged Premises consists of any type
of business enterprise, the Trustee may operate and manage such business without any liability to Mortgagor resulting thereirom
(except failure to use ordinary care in the operation and management of the Mortgaged Premises); and the Trustee may, but shall
in no event be obligated to, collect, receive and receipt for proceeds accruing from such operation and management, make repairs
and purchases needed of additional properly to protect andlor preserve the Mortgaged 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 Mortgaged 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 ofTrust, assigned absolutely to Bank all Rents under
any and all leases, master leases, subleases, licenses, concessions, or other agreements (whether written or oral or now or
hereaker in effect) which grant to third parties a possessory interest in and to, or the right to use or occupy, all or any part of the
Mortgaged Premises, togetherwith all securily and otherdepos(ts or payments made in connection therewith (the "Leases") covering
all or any portio� of the Mortgaged Premises. Bank, or Trustee on Bank's behalf, may at any time, and wlthout notice, either in
person, by agent, or by receiver to be appointed by a court, ente� and take possession of the Mortgaged Premises or any part
thereof, and in its own name, sue for or otherwise collect the Rents. Mortgagor hereby agrees that Bank shall have tha right (in its
sole discretion), upon the occurcence of an Event of.Default, to terminate the limited license granted to Mortgagor in Section 9:2
hereof, and thereafter direct the lessees under the Leases ("Lease Rent Notice") to pay direct to Bank lhe Rents due and to become
due under the Leases and attorn in respeck of all other obligations thereunder direct to Bank, or Trustee on Bank's behalf, without
any obligation on the paR af Trustee or Bank to determine whether an Event of Default does In fact exist or has in fact occurred.
. All Rents callected by Bank, or Trustee ac(ing on Bank's behalf, shall be applied as provided for in Section IX of this Deed of 7rust;
provided, however, that if the costs, expenses, and attorneys' fees shall exceed the amount oF Rents collected, the excess shall be
added to the Obligations, shail bear interest at the Default Rate, and shall�be fmmediately due and payable. The entering upon and
' taking possession of the Mortgaged Premises, the collection of Rents, and the application thereof as aforesaid shall not cure or
waive any Event of Default or notice of default, if any, hereunder nor invalidate any act done pursuant to such notice, except to the
extent any such default is fully cured. Failure or discontinuance by Bank, or Trustee on Bank's behalf, at any time or irom tlme to
DEED OF TRUST, SECURITY AGREEMENT, FINANCING STATEMENT — Page 4
Rev. 7-26-02 � Borrowers Initials
time, to collect said Rents shall not in any manner fmpatr the subsequent enforcement by Bank, or Trustee dn Bank'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 tiability under, nor lhe 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 obtalned as to Leases or Rents, with respect to
the Mortgaged Premises or any collateral given by Mortgagor to Bank. In addition, from time to time Bank may elect, and nolice
hereby is given to each lesses under any Lease, to subordinate the lien of this Deed of Trust to any Lease by unilaterally executing
and recording an instrument of subordination, and upon such election the lien of lhis Deed ofTrust shall be subordinate to the Lease
identifled in such insirument of subordination; provided, however, in each instance such subordination will not affect or be applicable
to, and expressly excludes any lien, charge, encumbrance, security interest, claim, easemenC, restriction, opti.on, covenant and other
rights, titles, interests or estates of any nature whatsoever with respect to all or any portion of the Mortgaged Premises to the extent
that the same may have arise� or intervened during the period between the recordation of this Deed of Trust and the execution of
the Lease identified in such instrument of subordination.
8:3 Judicial Proceedings. Upon the occurrence of an Event of Default, or at any time thereafter, the Trustee, in lieu of or in addilion
to exercising the power of sale hereafter given, may Proceed by legal action to require the specific performance of any covenant
or agreement 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; and/or
in lieu of the non-judicial power of sale hereafter given, to proceed by suit for a foreclosure of its lien on the Mortgaged Premises.
In corinection with any such judicial proceeding instituted for the purpose of foreclosing on and selling the Mortgaged Premises,
MoRgagor agrees not to assert in the same proceeding any counterclaims Mortgagor may have agafnst 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 public auction in the
following manner: Written or printed notices containing the time, place and terms of sale shall be posted at ihe courthouse door
oFthe county or counties where the Mortgaged Premfses are located for a minimum period of twenty-one (21) consecutive days prior
to the sa�e. In addition, Bank shail, at least lwenty-one (21) days preceding the date of sale, serve written nolice of the proposed
sale by cerlified mail, return receipt requested, on Mortgagor, Borrower and all other debtors obligated to pay the Obligations
secured hereby. Service of such notices shall be completed upon deposit of the notices, enclosed in postage prepaid wrappers,
properly addressed lo Mortgagor and Borrower and to such debtors at the most recent address foreach as shown by Bank's records,
in a post office of official deposilory under the care and custody of the United States Postal Service. Additionally, a copy of the
notice posted at the couRhouse daor as above referenced shall be filed in the office 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 (21) days preceding the date
of sale. ThereaRer, the sale shall take place at the area designated by the commissioners court at the courthouse in the counly
where the Mortgaged Premises are located on the first Tuesday in any month between the hours of 10:00 o'clock a.m. end 4:00
o'clock p.m., provided, however, if the Mortgaged Premises are located in more than one county, such sale may take place at the
area designated by the commissioner's court at the courthouse of any of the counties wherein a portion of the Mortgaged Premises
is located, and the aforesaid notices 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 lhe Mortgaged Premises will not eichaust the power of sale, and sales
may be made from time to time until aU the property is sold or the Obligations are paid in full. The Trustee will have the authority
to appoint an attorney-in-faet to act as trustee in conducting the foreclosure sale and executing a deed to the purchasers.
B. Certain Aspects of Sale. Bank will have the right to become the purchaser at any sale of the Mortgaged Premises, and Bank
will have the right to credit upon the amount of the 6id made therefor the 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 ihereln slated, including, without limiting the generality of the foregoing, non-paymeni 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 ratify and confirm all legal acts ihat the
Trustee may do in carrying out the Trustee's duties and obligations under this instrument.
C. Receipt to Purchaser. Upon any sale made under the power of sale 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
wiil 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 of the Mortgaged Premises will operate to divest all right, tlUe, interest, claim and demand
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 elaiming or who shall
thereafter claim all or any of the propeny sold from, lhrough or under Mortgagor, or Mortgagors successors or assigns.
Nevertheless, if requested by the Trustee so ta do, Mortgagor shall join in the execution and delivery of all proper conveyances,
asslgnments and transfers of the properties so sold. The purchaser or purchasers at lhe foreclosure sale will receive, as incident
to his, her, its or their ownership, immediate possession of the property purchased, and Mortgagor agrees that if Mo�tgagor, or any
person claiming under Mortgagor, whether tenant or othervvise, retains possession of the Mortgaged Premises, or any part ihereof,
subsequent to such sale, Mo�igagorwill be considered a tenant at sufferance of the purchaser or purchasers and will, if Mo�tgagor
remains in possession after 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 hereatter entered into by Mortgagor in connection with the Mortgaged Premises shall be ezpressly made subJect to ihis
provision. �
E, Application of Proceeds. The proceeds of any sale of the MoRgaged Premises or any part thereof, whether under the pvwer
of sale herein granted and conferred or by virtue of judicial proceedings, will be applied as follows; FIRST - To the payment of all
expenses incurred by the Trustee in the performance of hfs duties including, without limiting the generality of lhe foregoing, court
costs, compensation of agents and employees, legal fees, and a commission of five percent (5%) to the Trustee plus expenses of
any entry or taking of possession, sale, adve�tising or conveyance thereof; SECOND - To the payment of the Obligations (including
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 Apprelsement Laws. Mortgagor and Borrower waive the benefit of all laws now axisting or hereafter 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 of 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 lo the
collection of ihe Obligations, and the application to the payment thereof, are expressly adopted and made a part hereof.
SECTION IX. ASSIGNMENT OF RENTS,
9:1 Assignment. For Ten Dollars ($10.00) and other good and valuable consideration, including the indebtedness evidenced by the
Obligations, the receipl and sufficiency af which are hereby acknowledged and confessed, Mortgagor has absolutely GRANTED,
BARGAINED, SOLD, and CONVEYED, and by these presents does absolutely and unconditionally GRAN7, BARGAIN, SELL, and
CONVEY the Rents unto Bank, in order to provide a source of future payment of the 061igations, subJect only to the License (herein
defined), it being the intention af Mortgagor and Bank that this conveyance be presently and immediately effective; TO HAVE AND
TO HOLD the Rents unto Bank, forever, and Mortgagor does hereby bind itself, it successors, and assigns to warrant and forever
defend the title to the Renis unto Bank against every person whomsoever lawfully claiming or to claim the same or any pa�t ihereof;
provided, however, ihat if Morigagor shall pay or cause to be paid the Obligations and when same shall become due a�d payable
DEED OF TRUST, SECURITY AGREEMENT, FINANCING STATEMENT — Page 5
Rev.�7-26-02 Boirowers 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 shall become vested in Mortgagor without the necessity of any further act or
requirement by Mortgagor, Trustee, or Bank.
92 Llmited License. Bank hereby grants to Mortgagor a Iimited license (the "License") subject to termination of the License and the
other terms and provisions of Section 8:2 hereoF, to exercise and enjoy all incidences of the status of a lessor with respect to the
Rents, including without limitation, the right to coHect, 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
next to the payment of atl costs and expenses related to the ownership, operation, management, repalr, and leasing of the
Mortgaged Premises, including, without limitation, ground lease payments, costs and expenses associated with the operation of
any garage associated with and constituting a part of the Mortgaged Premises, insurance charges and premiums for coverages
related to the Mo�tgaged Premises, impositions, the costs of prevention of waste, ordinary repairs, maintenance, environmenlal
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 the Rents collected in any
manner not inconsistent wilh the promissory notes referenced in Section 1:2, this Deed of Trust, the Guaranty, if any, and any and
ail other documents now or hereafter executed by Mortgagor, Guarantor, or any other person or party in connect(on wilh the loan
evidenced by the promissory notes referenced in Section 12 and other Obiigations referenced therein, or in connection wilh the
payment, performance and discharge of any of the Obligations (collectively the "Loan Documents"). Neither lhis Assignment nor
the receipt of Rents by Bank shall effect a�ro tanto payment of the indebtedness evidencsd by, or arising under the Obligations,
and such Renls shall be applied as provided fn this 5ection 9:2. Furthermore, and nolwithstanding the provisions of this Section
9:2, no credit shall be given 6y Bank for any Rents until the money collected is actually received by Bank at its principal o�ce in Fort
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 the License, 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 other third party. .
�9:3 Reliance Upon Lease Rent Notice. Upon receipt from Bank of a Lease Rent Notice (as defined in Section 8:2 hereo�, each lessee
under the Leases is hereby authorized and directed to pay directly to Bank all Rents thereaHer accruing, and the receipt of Rents
by 6ank shall be a release of such lessee to the extent of all 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 entitled to rely on such Lease Rent Notice and shall have no liability to Moftgagor for any Rents paid to Bank after
receipt of such Lease Rent Notice. Rents so received by Bank for any period prior to foreclosure under this Deed of Trust or
acceptarice of a deed in Ileu of such Foreclosure shall be applied by 6ank to the payment of the following (in such order and priorily
as Bank shall determine): (a) all expenses es set forth in Section 9:2; and all expenses incident to taking and retaining possession
of the Mortgaged Premises andlor collecting Rent as it becomes due and payable; and (b) the Obligations. In no event will this
Section IX reduce the Obligations except to the extent, if any, that Rents are actually received by Bank and applied upon or aker
said receipt to such Obligations In accordance with the preceding sentence. W ithout impairing its rights hereunder, Bank may, at
its option, at any time and from time to time, release fo Mortgagor, Rents so received by Bank or any part thereof. As between
Mortgagor and Bank, and any person claiming through or under Mortgagor, other than any lessee under the Leases who has not
received a Lease Renl Notice, this Assignment of Rents is intended to be atisolute, u�conditional and presently effective (and not
an assignment for additional security), and the Lease Rent Notice hereof is intended solely for lhe benefit of each such lessee and
shall never inure to the benefit of MoRgagor or any person claiming through or under Mortgagor; other than a lessee who has not
received such notice. 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 IESSEE FROM AND AGAINST ALL LIABILITY, COST, DAMAGE OR
EXPENSE SUFFERED OR INCURRED BY 5UCH LESSEE BY 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 (s receiving Rents directly from any of the lessees under the Leases,
Mortgagor shall, upon receipt of written direction from Bank, make demand and/or sue for all Rents due and payable under one or
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 under the Leases, Bank
shail 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 and payable under the Leases, as it becomes due and payable, including Rents which are past due and unpaid.
SECTION X. MISCELLANEOl1S.
10:1 INDEMNITY. MORTGAGOR SHALL INDEMNIFY, QEFEND, PROTECT AND HOLD HARMLESS BANK AND TRUSTEE, THEIR
RESPECTIVE PAREyT5, SUBSIDIARIES, DIRECTORS, OFFICERS, EMPLOYEES, REPRESENTATIVES, AGENTS,
SUCCESSORS, AND ASSIGNS FROM AND AGAINS7 ANY AND ALL LIABILI7Y, DAMAGE, LOSS, COS7, OR EXPENSE
(INCLUDING, WITHOU7 LIMITATION, AT70RNEYS' FEES AND EXPENSES), ACTION, PROCEEDING, CLAIM OR DISPU7E
INCURRED OR SUFFERED BY THE FOREGOING PARTIES 50 INDEMNIFIED WHETHER OR NOT AS THE RESULT OF THE
NEGLIGENCE OF ANY PARTY SO INDEMNIFIED, WHETHER VOLUNTARILY OR INVOLUNTARI�Y INCURRE� OR SUFFERED,
• 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 THEREOF 8Y
MORTGAGOR OR BANK, 1NHETHER OR NOT ANY SUCH LITIGATION IS PR05ECUTED TO A FINAL, NON-APPEALABLE
JUDGMENT;
B. ANY DISPUTE, INCLUDING DISPUTES AS TO THE DISBURSEMENT OF PROCEEDS OF THE PROMISSORY NOTES
REFERENCED IN SECTION 1:2 NOT YET DISBURSED, 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 PAFiTIES IF MORTGAGOR IS AN ASSOCIATION, TRUST OR OTHER
ENTITY;
C. ANYACTION TAKEN OR NOTTAKEN BY BANK OR TRUS7EE WHICH IS ALLOWED OR PERMITTED UN�ER THIS DEED
OF TRUST OR ANY OF THE OTHER LOAN �OCUMENTS RELATING TO MORTGAGOR, THE MORTGAGED PREMISES, ANY
CONSTITUENT PARTIES OR OTHERWISE IN CONNECTION WITH THE LOAN DOCUMENTS, INCLUDING WITHOUT
LIMITATION, THE PROTECTION OR ENFORCEMENT OF ANY LIEN, SECURITY INTEREST OR OTHER RIGHT, REMIEDY OR
RECOURSE CREATED OR AFFORDED BY THIS DEED OF TRUST OR THE OTHER LOAN DOCUMENTS;
D. ANY ACTION BROUGHT BY BANK OR TRUSTEE AGAINST MORTGAGOR UNDER THIS DEED QF TRUST OR TME
OTHER LOAN DOCUMENTS, WHETHER OR NOT SUCH ACTION 15 PROSECUTED TO A FINAL, NON-APPEALABLE
JUDGMENT;AND
E. ANY AND ALL LbSS, DAMAGE, COSTS, EXPENSE, ACTION, CAUSES OF ACTION, OR LIA6ILITY (INCLUDING
ATTORNEYS' FEES AND COSTS) DIRECTLY OR INDIRECTLY ARISING FROM OR ATTRIBUTABLE TO THE USE,
GENERATION, RELEASE, DISCHARGE, DISPOSAL, OR PRESENCE OF A HAZARDOUS SUBSTANCE ON, IN, UNDER OR
ABOUT THE MORTGAGED PREMISES, WHETHER KNOWN OR UNKNOWN AT THE TIME OF THE EXECLITION HEREOF,
INCLUDING WITHOUT LIMITATION (i) ALL FORESEEABLE CONSEQUENTIAL DAMAGES OF ANY SUCH�GENERATION,
DEED OF TRUST, SECURITY AGREEMENT, FINANCING STATEMENT — Page 6 i������%�
Rev. 7-26-02 Borrower's Inilials
10:2
10:3
10:4
10:5
10:6
10:7
10:8
10:9
10:10
10:11
MANUFACTURE, PRODUCTION, STORAGE, RELEASE, THREATENED RELEASE, DISCHARGE, DISPOSAL, OR PRESENCE,
AND (ii) THE COS7S OF ANY REQUIRED OR NECESSARY ENVIRONMENTAL �NVESTIGATION OR MONITORING, ANY
REPAIR, CLEANUP, OR �ETOXIFICATION OF THE MORTGAGED PREMISES, AND 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 RIGHT$,
REME�IES AND RECOURSES UNDER THIS DEED OF TRUST AND THE OTHER LOAN DOCUMENTS EXECUTED IN
CONNEGTION THEREWITH, AND TO ADV�SE AND DEFEND BANK ANDIOR TRUSTEE WITH RESPECT TO ANY SUCH
ACTIONS AND OTHER MATTERS. MORTGAGOR SHALL REIMBURSE BANK AND/OR TRUS7EE FOR THEIR RESPECTIVE
ATTORNEYS' FEES AND EXPENS�S (INCLUDING EXPENSES AND COSTS FOR EXPERTS) IMMEDIATELY UPON RECEIPT
OF A WRITTEN DEMAND THEREFOR, WHE7HER ON A MONTHLY OR OTHER TIME INTERVAL, AND WHETHER OR NOT
AN ACTION IS ACTUALLY COMMENCED OR CONCLUDED. ALL OTHER REIMBURSEMENTAND INDEMNITYOBLIGATIQNS
HEREUNDER SHALL BECOME DUE AND PAYABLE WHEN ACTUALLY INCURRED BY BANK AN�/OR TRUSTEE. ANY
PAYMENTS NOT MADE WITHIN FIVE (5) DAYS AFTER WRITTEN DEMAND THEREF.OR SHALL BEAR �NTEREST AT THE
DEFAULT RATE FROM THE DATE OF SUCH DEMAND UNTIL FIJLLYPAID. THE PROVISIONS OF THIS SECTION 10:1 SHALL
SURVIVE REPAYMENT ANO PERFORMANCE OF THE OBLIGATIONS, THE RELEASE OF THE LIEN OF THIS DEED OF
TRUST, ANY FORECLOSURE (OR ACTION IN LIEU OF FORECLOSURE), THE TRANSFER BY MORTGAGOR OF ANY OR ALL
OF ITS RIGHT, TITLE AN� INTEREST IN OR TO THE PROPERTY AND THE EXERCISE BY BANK OF ANY AND ALL
REMEDIES SET FORTH HEREIN OR IN THE LOAN DOCUMENTS.
Subrogation. If any or all of the proceeds of the promissory notes referenced in Section 1:2 have been used to extinguish, renew
or extend any indebtedness hereiofore existing against the Mortgaged Premises, then, to the extent of such funds so used, Bank
shall be su6rogated to all of the rights, elaims, Ifens, titles, and interest existing against the Mortgaged Premises heretofore held
by, or in favor of, the hoider of such indebtedness, and such former rights; claims, liens, titles, and interest, if any, are not waived
but rather are continued in (ull force 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 Subrogation by Mortgagor. Mortgagor hereby waives any and all right to claim, recover, or subrogation that arises or
may arise in its favor and against Bank or Its o�cers, directors, employees, agents, attorneys, orrepresentatives hereto for any and
all loss of, or damage to, MoRgagor, the Mortgaged Premises, Mortgagor's property, or the property of others under MoRgagor's
control from any cause insured against or required to be insured against by the provisions of the Loan Documents. Said waiver shall
be in addition to, and not in limitation or derogation of, any other walver or release contained in this Deed of Trust with respect to
any loss or damage to property of the parties hereto. Inasmuch as the above waivers preclude the assignment of any aforesaid
claim by way of subrogation (or atherwise) to an insurance company (or any other person), Mortgagor hereby agrees to immedfately
give to each insurance company whiah has issued to it any such insurance policy whether or not it is requi�ed to be insured agai�st
by the provisions af the 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 by reason of said waiver.
Successor Trustee. The Trustee may resign in writing addressed to Bank or be removed at any time with or without cause by an
instrument 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 ro make the same and of all facts therein recited, and upon the 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, immunities and duties
hereby conferred upon the Trustee. All references in tfiis instrument to the Trustee wiil be deemed to refer to the Trustee and/or
any successor Trustee from time to time acting hereunder.
Advances by 8ank or the Trustee. Each a�d every covenant herein contained shall be performed and kept by Mortgagor solely
at Mortgagor's expense. If Mortgagor fails to perform or keep any of the covenants of whatsoever kind or nature contained in this
instrument, Bank, or ihe Trustee or any receiver appointed hereunder, may, but will not be obligated to, make advances to perform
the same in the Mortgagor's behaif, and Mortgagorhereby agrees to repay such sums and any attorneys' fees incurred In connection
therewith upon demand plus interest at the rate of ten percent (10%) per annum. This amount will be in addition to any sum of
money which may, pursuant to lhe terms and conditions of any written instruments comprising part or ail of the Obligations, be due
and owing apart from the principal and interest thereon. No such advance will be deemed to relieve Mortgagor from any deFault
hereunder.
Defense of Clalms. Mortgagor shall promptly notify Bank in writing of the commencement of any legal pfoceedings affecting Bank's
interest in the Mortgaged Premises, or any part thereof, and shail take such action, employing attorneys agreeable to Bank, as may
be necessary to preserve Mo�tgagor's and Bank's rights affected thereby. Should MoRgagor fail or refuse to take any such action,
Bank may talie such actlon 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 discretion it deems proper, and Mortgagor hereby agrees to make
reimbursement for all sums advanced and all expenses incurred in such action plus interest on any and all such sums at the rate
of ten perce,nt (10%) per annum.
Terminat(on, If all the Obligations are paid in full and the covenants herein contained are well and truly performed, then the
Mortgaged Premises will revert to Mortgagor and the entire estate, right, title and interest of the Trustee and Bank will thereupon
cease; and the Trustee in such case shall, upon the request of Mortgagor and at Mortgagor's cost and expense, deliver to Mortgagor
prior instruments acknowledging satisiaction of this instrument.
Renewals, Amendments and Other Security. Renewals and extensions of the written instruments constituting part or all of the
Obligations may be given at any lime, amendments may be made to agreements relating to any part of such written instruments
or the Mortgaged Premises, and Bank may take or hoid other security for the Obligations without notice to or consent of Mo�tgagoc.
The Trustee or Bank may reso�t firsl ta such other security or any part thereof, or first to the security herein given or any part thereof,
or from time to time to either or both, even to the partial or complete abandonment of either security, and such action will not be a
waiver of any rights conferred by this instrument. All amendments to and modiflcations of lhis instrument 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 assignment,
chattel moRgage, 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 applicable state law.
Limitation on Interest. No provision of this instrument or of the written instruments constituting part or all of the Obligations will
requfre the payment of or permit the collection of interest in excess of the maximum lawful rate orwhich is otherwise contrary to law.
If any excess of interest in such respect exists herein or in said written instruments, or are adjudicated to be so provided for herein
or in said written instruments, neither Mortgagor nor Borrower will be obligated to pay such excess; however, if Mortgagor or
Borrowe� has already paid such excess, any such paid excess shall be credited as a payment of principal on the ObligaHons to which
such excess interest relates, or, if applicable, such excess interest shall be refunded to Mortgagor or Borrower, as the case may
be.
Unenforceahle or Inapplicabls Pravisions. If any provision hereof or any of the written instruments constituting part or all of the
Obligations is invalid or unenforceable, the othe� provisions hereof or of said written instruments will remaln in full force and effect,
and the remaining pravisions hereoF will be liberally construed in favor of the Trustee and Bank in order to carry out the provisions
hereof. If the lien or other encumbrances created by this instrument are invalid or unenforceable as to any part of the Obligatlons,
or if the liens or other encumbrances are Invalid or unenforceable as to any part of the Mortgaged Premises, the unsecured or
partially secured portion of the Obliga[ion shall be completely paid prior to the payment of the remaining secured or fully secured
portion of the Obligations, and all payments made on the Obligations, whether voluntary or under foreclosure or other enforcement
DEED OF TRUST, SECURITY AGREEMENT, FINANCING STATEMENT — Page 7
Rev. 7-26-02 '
����
Borr6wer's Initials
action or procedure, shall be considered to have been first paid on and applied to the full payment of that poRion of lhe Obligalions
which is not secured or fully secured by the liens or other encumbrances created by this instrument.
10:'12 Rlghts Cumulative. Each and every right, power and remedy herein givef� to the Trustee 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 exercised
from time to lime and as often and iri such order as may be deemed expedient by the Trustee, or Bank, as the case may be, and
the exercise, or the beginning of the exercise, of any such right, power or remedy will nof be deemed a waiverof the right to exercise,
at the same time or thereafter, any other right, power or remedy. No delay or omission by the Trustee or by Bank in the exercise
of any right , power or rerr7edy will impair any such right, power or remedy or operate as a waiver thereof or of any other right, power
or remedy then or thereaKer exisfing.
10:13 Waiver. Any and all covenants 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 affect or impair Bank's rights hereunder except to the
extent specifically stated in such written instrument. Acaeptance py Bank of any payrnent in an amount less than that portion of the
Obligalion Ihen 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 this 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 substantive meaning or significance whatsoever in the construction and interpretation of the terms and provislons herein
contained.
10:16 Rights of Asslgnee. The terms "Bank," "MoRgagor" and "Borrower" as used in this instrument include the heirs, executors or
administrators, successors, representatives, receive�, trustee and assigns of those parties. This instrument is binding upon the
Mortgagor, his, her or thelr heirs and legal representatives, and Mortgagor's successors and assigns, and will inure to the benefit
of the Trustee and the Trustee's successors and Bank and its successors and assigns. It is understood and agreed between ihe
. parties hereto that Bank may assign any part or all of the Obligat(ons and this instrument to a third party who shall become entitled
to all rights and benefits given herein to Bank.
�10:17 Place of Performance. Ttie 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. ADDITIONAL PROVISIONS.
(In the event of a conflict between the printed provisions of this Instrument and the Additional Provisions (if any) contained in this Section,
or.referenced in this Section but attached hereto as a separate Exhibit, any such Additional Provisions shall 6e paramount and control
unless othervaise specifically provided therein.)
SECTION XII. Entlre Agreement; Amendment.
THIS DEED OF TRUST ANO THE OTHER LOAN DOCUMENTS EMBODY THE FINAL, ENTIRE AGREEMENT AMONG THE
PARTIES HERETO AND SUPERSEDE ANY AND ALL PRIOR COMMITMENTS, AGREEMENTS, REPRESENTATIONS, AND
UNDERSTANDINGS, WHETHER WRITTEN OR ORAL, RELATING TO THE SUBJECT MATTER HEREOF AND THEREOF AND MAY
NOT BE CONTRADICTED OR VARIED BY EVIDENCE OR PRIOR, CON7EMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS
OR DISCUSSIONS OF THE PARTIES HERETO. THERE ARE NO ORAL AGREEMENTS AMONG THE PARTIES HERETO. The
provisions hereof and the olher Loan Documents may be amended or waived only by an instrument in writing signed by Morlgagor and
Bank.
EXECUTED this 11th day of December, 2002, BUT TO BE EFFECTIVE THE 20T" DAY OF DECEMBER, 2002.
NOTICE OF INDEMNIFICATION:
MORTGAGOR HEREBY ACKNOWLEDGES AND
AGREES THAT THIS DEEp qF TRUST CONTAINS CERTAIN
INDEMNIFICATION PROVISIONS
(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 ARISING AS A RESULT
OF BANK'S OWN NEGLIGENCE.
MORTGAGOR:
//��!���y�,�.—�
/�
DON E. HANSEN
Address: 4000 North Main Street
Fort Worth, Texas 76106
Address of the Trustee and Bank: 3851 NE Loop 820
Fort Worth, TX 76137
TYPE OF COLLATERAL: Real Estate, Fixtures and Improvements
�EED OF TRUST, SECURITY AGREEMENT, FINANCING STATEMENT — Page 8
Rev. 7-26-02
\�
Borrower's Initials
CORPORATE ACKNOWLEDGMENT
THE STATE OF TEXAS §
§
COUNTY OF §
This instrument was aaknowledged before me on the day of
• � , • of
, a , on behalf of said
Notary Publ(c, State of Texas
SINGLE OR JOINT ACKNOWLEpGMENT
, 20 , by
THE STATE OF TEXAS §
. § '
COUNTY OF TARRANT §
This instrument was acknowledged before me on the ��" day of December, 2002, by DON E. HANSEN.
-,.
�""'`
�.e¢�vsas.,�snex�rs�r.sa�:.
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��h� , 2�� No�ary Public, State ofJ.c�Ts�
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, AFTER RECORDING; RETURN TO:
Sununit Bank, N.A.
Real Estate Department
3851 NE Loop 820
Fort Worth, TY 76137
DEED OF TRUST, SECURITY AGREEMENT, FINANCING STATEMENT - Page 9
Rev. 7-26-02
/���
� Borrower's Initials
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
17327 lOS Location 9S 8938
17325 9S Location 8S 11967 •
Transit Fuel Agreement 9779
�
C l�Lll 1VVTE5
FOR
DON HANS EN LEAS E�'A„
MEACHAM FIELD
FORT WORTH MI723ICIPAL AIRPORT
A tract of land out of 'the Jamee Wa1l.ace Survey being o�t cf tL�ctB cvnveyed '
to the City of Fort ��.Torth by deeds recorded in Vol�e 10$0, Page 413., and
Volume 1050, Page 553, Deed Records, Tarrant County, Texas, and also being
a porCion af the Fort Worth Mund;cipal Airport, Meacham Field, more particularly
deacribed using the Texas co-ordinate syst�m, North Central zone, co-ordinatea•
and hearings as folLow;
Baginaing at a point for the southwest corner af said lease� the co-ordinates
of said point are X�.2,043,999.72, Y- 417,D13.17;
Thence; Horth 2 degrees 50 minutes 25 seconda eaet 518.7 feet to a point for
the.northweat corner of said lease; �
Thence; South $7 degreea 09 minutes •34 saconda �ast 360.0 feet to the,beginning
of.a curve to the .right, the center of which bears aouth 2 degrees 50 minutes '
. 26 seconds weat.a radius diatance ot 40.0 feet; . .
. Thence: Southeasterly along said curve to.the �ight an are distance of �62.$3 '
feet . to a poinr ; � �
'Plzence ; South 2 degrees 50 iainutes 26 s econds wes t 478 .7 feet to a pbint for
the s outheas t corner of said lease;.
Thencec Nvrth 87.degrees Q9 minutes 34 seconds west 400.0 feet to the place
of beginning ancl cotttaining 207 ,135.b4 square' feet of land, more or lesa .
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FIELD NOT�S
F�R �
MEACHAM FIELD LGASE
CITY SCCR�TARY CONTRACT NO. 8181
A tract of iana out oE the ,7amea Wallace Survey being out of the
tracts convey�d to tl�e City o� Fort Wortl� 6y deeds recorded in
Volwne lOBO, Page A13, and Volumz 1050•, Page 553, Deed Records',
'l'arrant County, Texas; and a190 being a portion of Fort Worth
. Munici�al Aitport, Meac}►am Field•, more partic�lar�ly described using
the Texas co-orclinate system, North Central zone, co-ordinatea and
bearings as Eollows:
qEGINNSNG at a paint for the southwest corner of said lease, the
co-ordinates oE said point being X= 2,044,'459.63, Y� 917,204.29;
THENCE: North 2 degrees 50 minutes Z6 seconds east 378.0 feet to the
beginning oF a curve to the right the center of which bears south 87
' degrees 09 minutes 34 sec�nds east a radius distance of 40.0 feet;
TH�NCE: Nort]teast�rly.along said curve to the right an arc diseance,
of 62,83 feet to a point in the north line oE eaid lease;
TIiENCE: South 87 degrees 09 minutes 34 seconds east 350.O.feet.to a
point for the nottheast corner of lease;
THLNCE: Soutli 2 degrees 50 minutes 26 seconds west 418.o feet to a
point foz the southeast corner of lease;
TIii:NCE: North 87 degrees D9 minutes 34 seconds west 390,U feet to
the place of beginning and containing ,152,675.69 square feet o�
land, mcire �r les�.
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A crr�cc ��l' 1;ind out of clic .),imes W�ll�cc 5urvey, bcin� a par.t of � Cr;ice ci�nveycJ
to tl�u L'i�y o( Pwrt Wor[li by cleed recordcd in Vo.lumc 1112, Pagc 574, 1)eed ltecords,
:arrant Cpunty, 'Pcxas, nncl �l.o bein� a p�rtion oi Fort lJorth Munieipal Airport,
Meacli:im Field, more pirCicul�rlv descriUed usin� [he Texas Coordinate 5ystem, North
Central Zone, coordin�tes �nd bearinps as follows: �
CUhiDI1:N(:ls :il .i pulnl' :in tlu� w�,l' l.inc oC Nurtli Pla1n Slr�i�l :ind Lli� n�iri.h llnr� i.if Jl1th
Slreet, s�.id point hei»� nnd`e:��lerly 5l cornerof Mcaclinm Fiu]d, 7111iNCl:: Norlh no
desrees ZB minuCes J9 seconds east 884.6 feet ancl nertl� 89 cle�;rees 31 minutes 21
seconds-wesC'S40.0 feet to a"+" cut in concre�e for the point of be�inning, said
poiht bein� Clie sou[hcasl• r.nrnar of Lceve 5i[c Nn. 10, tl�e coordinates of said'
beSinninq point arc: X=2,045,156.41, Y=417,837.05:
TTIfiNCG: Soutli no degrecs 2i! minutes J9 secrinds west 198. )S fect for the soutlieast
corner of tl�e herein described Lease Si[e No. 9;
T11F,NC1's: Nortli 89 degtees �1 minutes 21 seconcls,Wes[ 18Q.Q fee� for tlie soutlivest
corner of Lease Site No. 9; �
TFIENCF: North no deFrees 28 minutes 39 seconds eas[ 10.45 feet [o.tlie beFinning
oE a curve to tlie lefe, che cen[er oE whicli bears north 89 degrees 31 minutes�21
secotids vest a radius distance oE 174.0 feet;
T}IENCL: NorChveSterly along said curye eo the 1eEt an arcdis[ance oF 128.21 fee[ •
Co :1 poinC af cangent;
T}IENCE: NorCli 41 degrees 4t, minutes 21 seconds�west 22.54 feet Co a 1/2" iron pin
at the mosC soutlierly torner of Lease Si[e No. 10; �
T1ICNCE: Norch 48 deRrees 15 minutes �9 seconds east along'the �oucherly line of
Lease Site No. 10, 81.39 fee[.to an angle point in said southerly line;
TNENCE: 5ou[h 99 degrees 3l minu[es 21 seconds east con[inuinF a1�n� Che.southerly
l.ine o.f Le1se Site No. lU, ].F30.p .feet [o [I�e place of be�inning and containing
39,959.3 square feet of land more or less.
AND AL50 THE FOLLOWINC: Lease Site No. 10 • � _
A tr.ict oF l��d aut of Che ,iam�s Wa].lace Survey being out of � tr:ict af: land conveyed
to tlic CiCy of Fort 1Jorch.by d�ed recorded in Volumc 1112, Pa�;c 57G, Deecl kecords,
Tarran[ Coun[y, 1'exas, :ind .i,tvo being � portion oC ]'ort Wortli Municipal Airporc,
Meach�m Field, more pirCiculnr]y described usiti� the Texas•Coordinate System, North
Central 2one, coordinates anil�bcarings as fbllovs: � r
COhRIL•NC[: at a point in tiie i�orl•I� line of 38tii 5treet and tlie•wesc line of Nnrtli
�lain Slrect, said poinC olsu. being an eas�er7.y soutiie�st corncr ot• Mcacl�nm Fi.cld,
C�+encc: North no dc�rces 2N min�iCes 39 secouds ensc 1076.02 f�ce �nel narch 80 de{;rces
].2 min�ikes� 21 seconds w�:sC 5h),�z feet for thc nocCl�enct :,nd hc�,iiinin�; puint o[ 1,�nse
Site 10, che,coordin,ates of said beginnin,g point are X=2,04'S,158.74,..y=418,11J.00;
T1iL•NCE: Soutl� no degiees 28 minutes 39 seconds wes[ 280.0 Eeet to a point;
T}1ENCL: North 89 degrees 31 minutes 21 seconds.vest 180.0 feet to a poinc;'
THENCL•: Soutli 48 degrees 15 minutes 39 seconds west 81.39 feet to a point;
T4Et�CG: Nortli 41'clegrees 44 minu[es 21 seconds wes[ 57.23 fee[ to the most soutlierly
corner of Lea.se 5ite No. 11;
T11L•NCL•: Nor[ti 48 dc�rees 15 minutes 39 seconds eas[ along tlie easterly line oL• l.case
Site No. 11,.37.08 feet to a point;' ,� �
T11LNL'L•: North 1 de�;ree 19 minul'es 39 seconds eas[ con[inuing witl� the eost line of
4c�se Site No. 11, 3Q).y fcet Co Che norchcast corncr oE I.e�se 5iec Nu, ll;
TIIIiNCE: SouCh fip Je�rer.s 1Z ii�l.nutes 21 seconds east 250.0 feec �o tl�e place o[ beginning
and conl•ainin�F i7,771.92 squorc Eeet of land more or less.
� Page 6 , • .
�
_ . - �:�: '
- ----• ._.-�----•- —
a� __ '""""'---- -='_—�--- ------�--------- = �c,��_, - _._
ASSIGNMENT OF LEASES AND RENTALS
THE STATE OF TEXAS
COUNTY OF TARRANT
KNOW ALL MEN BY THESE PRESENTS:
This Assignment of Leases and Rentals from DON E. HANS�N (hereinafter called
"Borrower"), 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 incorporated herein for ali purposes, being Lease Agreements by and between
the City af Port 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;
together with all improvements being hereinafter collectively referred 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 Bstate 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 eyery 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 khe Deed of Trust, to which reference is hereby made; and
WHEREAS, 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 suin of TEN AND N0/100
DOLLARS ($10.00) and other good and valuable consideration to the Bonower in hand paid by
the Lender, the receipt and sufficiency of.which consideration are hereby acknowledged, does
hereby irrevocably assign, transfer, deliver and set over unto the Lender (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 benefits now due or to hereafter become due and derived
from the Premises, including, without limitation, all rents, revenues, profits, issues, moneys and
other benefits to be derived under or by virtue of the terms 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.
I of4 Paga
This Assignment is made and accepted subject to the following terms and conditions:
(1) So long as na default exists in the payment of the Indebtedness or in the
performance of any of the covenants and agreements herein contained or contained
in the Deed oFTrust, 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
Tndebtedness remains uqpaid 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, control and collection, and second, the payment of the.
Indebtedness, irrespective of whether then mature, paying the balance, if any, to the
Borrower. Borrower agrees that the ordinary and necessary expenses incident to
such possession, cnntrol and collection shall include, without limifation, reasQnable
costs of management, repair and upkeep of the Premises, including the purchase of
such additional equipment and appurtenances 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 taxes, assessment§, 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, norshall 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, profts or income except
to the exkentpermitted undsr paragraph (1) hereof, Borrower will hold the same in
trust for the Lender and will not commingle same with other moneys or properties
of the Bonower and will promptly deliver the same to Lender to be held and
applied by Lender upon the Indebtedness in accordance with the terrns hereof.
(3) Upon defaalt, as described in paragraph 2 above, Lender may, from time to time
appoint and dismiss such agents or employees as may be necessary for the
collection 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 employees so, appointed full and
iirevocable authority 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
cornpensation then prevailing in Tai-rant County, Texas..
Borrower 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 to the
Trustee or any successor or substitute trustee under the Deed of Trust to the Trustee
or any successor or substitute tivstee 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 of4 Pages . . _
shall not constitute a waiver of any default which might at the time of application
or thereafter exist under the Deecl of Trust, and the Indebtedness or any part thereof
secured by the Deed of Trust may be accelerated in accordance with the terms of
the Deed of Trust, notwithstanding such application.
(4) Borrower a�rees that Lender shall never under any circumstances 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
heretofare 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 such Leases, that such Leases are not subject to 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, Borrower will not make any change
or modification in any lease now or hereafter covering any part of the Premises and
will not exercise any options oontained in any such lease or take any action to
forfeit fhe same and will not collect any rental in advance except as specifically
provided under any such lease. Borrower further agrees to inform promptly the
Lender in writing of any notices received of any Lessee with respsct to any
obligation or default under any Lease. Bosxower agrees that the Lender does not
in any way assume or agree to perform the obligations of Bonower 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 constiuction of any
itnprovements on the Premises.
(6) Borrower further warrants and represents that the Leases and the rentals thereunder
have not been assigned, hypothecated or pledged.
(7) ilpon request of Lender, Borrower 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 Preinises.
(8) This Assignment shall be.binding upon Borrower and Borrower's successors and
assigns, and shall inure to the beneft of�Lender and its successors and assigns as
the holder and owner of the Indebtedness.
(9) Upon the payment in full of the Indebtedness, as evidenced by the recording of an
instrument af 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, 2002, BUT TO BE EFFECTIVE THE 20TH
DAY OF DECEMBER, 2002.
:�..� .
DON E. SEN
3 af 4 Pagw
0
THE,STATE OF TEXAS §
§
COUNTY OF TARRANT §
The foregoing instrument was acknowledged before n the � day of
December, 2002, by DON E. HANSEN.
� G l/.�i� .� . �
_ .. .. � .: � ` , . � �::'�,:�-z NOT Y PUBLIC, ST�A�f ]� e��F"TEXAS
`" � � PRINTED NAME OF NOTARY
" `� Flotary {yuUllc
��" _%y1 ST�i� C�F TEP(AS
�n� r•4�� kyGx,:m,F!x�.Oc/:!5/2�,
:��.u�-��,�,:,.,�:� �as
MY COMMISSIOIV EXPIRES:
� �csa�u'x�aa's`an`"s*v�:.�y.�omse
�,�irnir''n��, i3�1b10 E3qILIFF
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k �TAi OF TE��S
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f4f/ CiY'xn. cxp. 90/25/2004
4 af 4 Pagw
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
Contract Number
To Amend
City Secretary
Contract Number
17321
17322
i7327
17325
Transit Fuel Agreement
T-Hanger
Hangers
lOS Location 9S
9S Location 8S
81$0
sisr
$938
11967
9779
i
FOR
DON iiANS EN LEAS E„A,+
MEI�CH.�,.M FIELD
FORT WOATH 2�JrTICiPAL AIRPORT
A trace of laad out of the James Wal�aca Survey being ou* of �iacta conveyed
to the City of Por� k'orth by deeda recorded in Voltune 1(184, Page 413, and
Volume 1050, Page 553, Deed Records� Tarrant Caunty, Texas, and also being
a portion of the Fart 47orCh Mund:cipal Airport, Pieacham Field, more particularly
described using the.Te�as co-azdinate system, North Central zona, co-ordinates•
and be.a:ringa as fol].owt
Heginning at a point £or the southwest carner of said lease, the co-ordinntes
af said point are X� 2,043,999.72, Y- 417,013.17;
Thence: Narth 2 degrees 50 aiinutes 26 seconds east 'S18..7 feet to a goint for
the.northweat corner of said lease; �'
Thence: South 87 degrees :09 minutea 34 second.s' �ast 360.Q feet to the ,beginning •
of a curve ta the .right, the centez of which bears aouth 2 degreee 50 minutes
26 seconds c�eat a radius� diatance ot 40.4 feet; . ,
.Thence: SouCheasterly along.said curve to the right.an are distance of 62.83
`feet to a pQint;
Thence; South 2 de�rees 54 czinutes 2b seconda west 478.7 feet to a point foz'
the �outheast corner af sa�d lease;.
Thence: �dorth 87 degrees 09 minutea 34 seconds west 400.a feet to the piace
of beginning and containing 207 ,135.b� square' feet of land, more or l.ess .
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33 S
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• FIELD N�'fL•'S
. FOR � �
MEACHAM FIELD L�AS�
CITY SLCCtGTARY CONTRACT NO: B181
A tract of land out oF the Jantea Wallace Survey being out of the •
tracts conasyed to the City af Fort Wortli by deeds recorded in
Volume 1080, Page 417, and Volume 1050�, Page 553, Deed Recorde,
Tarrant County, Texas; and also being a portion of Fort Worttt
. Munici�al Airport, Meacham I'ield, more particular�ly described using
the Texas co-ordinate system, tlorth Central zone, co-ordinatea and
bearings as followsq
DEGTNNING at a poink iar the southwest corner o£ said lease, the
co-ardinates of said.point being X= 2,044,459.63,.Y = 417,204_.28;
.THENCE: North 2 degtees 50 minutea 2fi seconds east 378.0 feet to the
beginning of a curve to the right the center oF which bears sonth 87
'' degrees 09 minutes 34 seconda eas•t a radiva distance of 40.0 feet;
TH�NCE: Northeasterly,along said curve to the ricjht an arc distance.
o€ 62.83. feet to a point in the north line of said.lease; ��
TIjENCE: 5auth 87 degrees 09 minutes 34 seconds east 350.0 feet to a
. point for the northeast corner of lease;
THLNCE: SouCl� 2 degrees SO minutes Z6 seconds west A1B.0 feet to a
point ior the southeast corner of lease;
TI�L•'NCE: North I�7 degrees 09 minutes 34 seconcis west 390.0 Feet to.
the place of beginning and containing 162,675.64 square feet of
land, rnore �r les�.
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A CrncC ��f lrind �ut of Cl�e J;imes Wallnce Sucvey, beinF a par,[ oE � Cr;tc[ ce�irvCyeJ
�o �I�� Ciey o[ Fwr� Wortlr by cleed recorJed in Volume 1112, !'ag� 574, peed Ilecords,
:arrant f,ounty, 'fexas, :�itcl �lso l5ein�; a portien oi I'ort Woreh Piw�ieipal Airport,
Meacliam Field, more pirticulnrly ciescribed using tlie Texas Coordinate System, Nortli
Central Zone, coordinates and bearings as follovs:. •
CUhIPIi:NCI: rtC .i pu1nC ln lliii vesC linc oC Nurtli �I:tLn SCrceC :utd Uiu u��rl.lt 1'lnre uf 77i1'li
SCreec, �aid poiiit hein� �nd `eae�etly Sl: corner oE Meacbnm Fi�]d, 'ilil:NCl;: NorCh no
degrees 28 minu�es J9 seconds east 884.6 feec and norcli 89 clec;recs 31 minutes 21
seconds.wecC�540.0 Eeet to a"+" cu[ in concrete Eor the poin[ of berinning, said
point bcin� tlie southcict r.orni�r oE Lca::e Sitc N�. 10, tlie coordinates of said
beginninq poin[ are: X=2,045,156.41, Y=417,8J7.05;
TIIGNCL:� Sou�11 no dcgrece 2R minutes 39 secnnds west 193.75 fect for the southeast
corner of Clie liereiit described Lease SiCe No. 9;
TIIF,NGI;: No�tli 89 degrees J1 miiiutes 21, seconds.WesC 180.0 feec for Elie soutlivest
corner of Lease Site No: 9;
THENCF.: North no degrees 28 minutes 39 seconds•eas[ 10.45 feet Co the beginnin�
of a curve to the lefC, the cen[er oE vhicli bears north 89 degr.ees 31 minutes 21
seconds ves[ a radius distance oE 174.0 fee[; '
T}IENCC: Norehwesterly along said curye co the left an arcdistance of 128.21 feet
ta a pnint oE Cangent;
TFLENC�: NorL•li 41 de�rees 4t� minutes'21 seconds vest 22.54 feeC to a 1/2" iro� pin
at Che most southerly Cornec oE Lease 5i[e No. 10;
T1ICNCE: North 48 deRrees 15 minutes 39 seconds east alonR'[he southerly line of '
Lease_SiCe No. 10, 81.39 feet,to an angle poinc in said southerly line;
THENCF.: South 99 degrees 3l mi�iu[es 21 seconds easc continuin� ,�lonr che.southerly
line o:f Lease 5ite No. lU, ].$0.0 feet to the place of beginning and containing
39,959.3 square feet oE land more or less.
AND ALS� T}iE FOLLOWINC: Lease Site No. 10, .�.J
A tr.�ct aF land out oE Clie J�m�s W�).lace 5urvey beinq out of a Cr;ict �f: land conveyed
to tlic CiCy oE Fort tdorCh by deed recorJed in Volumc 1112, Fa�r. S7G, Dced Records,
Yarrant County, 1'exas, :�nd a.ltio being a portiou oE ror� Wortl� Munici�al Airport,
rleact�nm Fiel.d, more pirtici�lnrly described usin� Che Texas Coordinate System, North
Centrnl Zone, coordinates and bearings as follows: �
CO�RIGNC.IC at. a point iu the nortli line of 38ti� Street and the vesc line of Nnrth
�lain Screet, said poinc alsu hein� an eas�erl.y southeasC corncr oi hleacham Fi.eld,
thencc:, Notth no deF�cec 2N minuCes 39 secoi.�ds e�s[ 1076.02 f:cec �nd norCh 80 de�recs
1? minnCes� 21 sccands w�s� 547.22 fect [or Che norelieiet �nd hc�;innin�; point ��C I.ense
Site 10, the coordinates of said begi:nning point are X�2,OG5,158.74,..Y=418,117.00;
TlILNCE: South no.degrees 28 minutes.39 seconds west 280.0 feet to a•poin�;
Tt1ENCC: North 89 deFrees J1 minutes 21 seconds.ves� 180.0 teet to,a point;'
THENCL: 5outh 4S degrees 15 minutes 39 seconds vest 81.79 fee[ Co a point;
T4F.�7CC: North 41.degrees 44 minutes 21 seconds west 57.23 feee to [he most southerly
corner of Lease Site No. 11;
TIICNCL•: Nortii 48 dc�rees 15 minutes 39 seconds east alang tl�e easterly line o[ I.case
Site No. 11, 37•.08 fee[ to a point;' ,
YIICNCC: North 1 de�rce 19 minuGes J9 seconds east con[inuinF Wi��� tlic eas[ linc of
Lcase Sitc No, 11, 3Q7.9 fcet ta Che nartlicast corncr oC l.easc Si�c Nu, ll;
TIIISNCI:: 5ouCli 8U degcer.s 12 ml.nutes 21 ceconcJs easc 250.p fee[ to tlie place aF beginnin�
and caneaininq 77,)71.92 sc��inrc Ecet of land more or less.
. .i ;, .
Page 6 , . . .
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riu,�¢ham Y�icld
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A Crnc� nC land �uC oC Cl�e ,i,imes Wall�ce Survey, bein� a par.t oC n Cr,iCE c�mveyeJ
�o cl�u GtLy oC Furt Wortl�� by deerJ recorJed in Vo.lume 1112, f'agc 574, Deed Records,
:arrant CounCy, 'fexas, ancl nl.o beinA a portion oE Fort 4JorCh Ptunicipal Airport,
Meacliam Field., more pnrticuJ7rly clescribed usin� �he ?exas Coordinate System, NarCir
Central Zone, toordinates and bearinPs as follows: •
CUNAIi;N(:E nl'.f� pu1nL' :io thi��wc.0 l.inc of. Nnrtli MaLn SLr.ccl' rind Lli� n„rl.l� lln�e �.�f 7fllh
SCrect, �aid poiii[ hei�ir nncl `e���erl.y SL corner of Pieacli,im Fiald, 'fllliNCl;: NorCh no
desrees 28 minu[es 39 seconJs east 884.6 feet and nortii 89 cle�recs 31 minutes 21
seconds.wesC�540.0 feet [o a"+" cut in conc.rete for the point oE ber,,inning, said
point beinr [he southc��e rorncr oE Lca�e Sitc No. 10, the coordinates of said
I�eginninR point are: X=2,045,15G.41, Y=41�,837.05;
TIIGNCC: S.outli no dc�recs 2A minutes J9 secnnds west 198.75 fect for the souCheast
corner of tl�e lierein descri6ed Lease Site No. 9;
TIIF,NCIi: Nortli 69 degrces ]1 minutes 21 seconds.West 180.0 Feet for Clie soutlivest
corner of Lease Site No. 9;
TFiENCF.: North no deFrees 28 minutes 39 seconds east 1�.45 feet to tlie 6eginnin�
of a curve to the left, the center oE whicli bears north 89 degrees 31 minutes 21
seco�ids vest a radius distance oE 174.0 feet;
TtiENCC: NorChwesterly along said curve eo the leEt an arcdistance of 126.21 feet
to a point of tangent;
T}IENCL: NarCli 41 de�rees 4t, m•inutes 21 seconds west 22.54 feet to a 1/2" iron pin
a[ the most souCherly cotner oE Lease 5ite No. 10;
TIiGNCE: North 48 deRrees 15 minutes 39 seconds east along'[he southerly line of
Lease Si[e No. 10, 81.99 Feet to an a�gle point in said southerly line;
TNENCE: 5outh A9 degrees 31 minutes 21 seconds easc continuinF alnn� �he.southerly
l.ine o.f Lease 5ite No, lU, J.RD.O .Eeet to the place of begi•nning ai�d containing
39,959.3 square feet of land more or less.
AND ALSO T}iE FOLLOIJINC: Lease Site No. 10 � �
A tr.act oF land out nf Cl�e ,iames Wa7.lace Survey bein� out of a CrncC of: land conveyed
to tl�e Ciey oE Fort idorCh by Jeed recorded in Voliime 1112, Pagr. 574, Aeecl Itecords,
'('arr�nt County, 1'exas, and a.ltio being a portian oC T'ort Worth Municipal Airporc,
Pfeac}inm Fiel.d, more pit�ic�il�r]y described usin� the Texas Coordinate 5ystem, North
Central Zone, coordinates aucl bearings as follows: �
COP1�iCNCI: at a poinl in the norL•li line'nE 38Ch SCreet and the west line oE Nnr[h
tl;ain SL'rect, said poi»t olsu being an easCcr].y southeasC corncr oI Mcacli�m Field,
thence: North no deFrcea 29 minuLes 39 secouds east 1016.Q2 f:cc� ai��l north 8Q �c,p��es
12 minuCes Z1 Seconds w�sC 5��7.2Z fecC .Cor Chc norl'I�eic� �i��� �����innin�; ��uinC nC Lease
Site 10, the coordin.�tes of said beginning point are X=2,04'S,158.74,..Y=418,111.00;
T1iCNCE: South no,degrees 28 minutes 39 seconds west 280.0 feet to"a point;
TFIENCL: North 89 clegrees �1 minutes 21 seconds.wes[ 180.0 L•ee[ to a point;
THENCE: Soutli 43 degrees 15 minutes 39 seconds west 81.39 feet to a point;
T4F,fdCC: Nor[li 41 clegrees 44 minu[es 21 seconds west 57.23 fee[ to the mos[ soutlierly
corner of Lease 5ite No. 11;
T1lLNCL: Nortli 48 dc�rees 15 minutes 39 seconds east along tlie easterly line oL l,case
Site No. il, 37.08 feet to a point;�
TiIL•NCG: Nortl� l.de�;rce 19 minuL•es 39 seconds east continuinF witl� tlie enst line oE
l,c�se Sitc No. 11, J07.9 fccl' L•o l•he norL•Itcas[ corncr oE l.ensc SiCe Nu. I1;
TIIIiNCI:: SouL•I� $U dc�rer.s )Z �i�Lnutes 21 secnnds east 25D.0 feec to [lie place of 6eginnin�,
and conCainin•� 77,7)1,92 squnre Ecet of land more ot less.
�' _ — -- -
Exhibit "B"
.�:, �� .
Page 6
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=t�' .. _ ' . - .. L' �' .. � � � � . i
C'ity of Fo�t Wo�ih, 7'exas
Mayor ancl Council Coininunication
DATE REFERENCE NUMBER L.OG NAME PAGE
12/17/02 **C-19391 55AGREE 1 of 2
suB��cT 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 all 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 1�'o�t i�i�o�th, 7'exas
�Vla�or ancl �ouncil Co�nrnunication
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:
Marc Ott
Originating Department Head:
Bridgette Garrett (Acting)
Additional Infarmatian Contact:
Peter Vaky
I FUND I ACCOUNT I CENTER I AMOUNT
� �t0�
�
8476 I
�
5403 � (from)
I
�
7601 I
CITY SECRETARY
APPROVED 12/17/02