HomeMy WebLinkAboutContract 28265C;IiY S�CR�i�R�°� ll�( `�
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�F.C'iTRiTV A(YRFF,MTi'NT AND FiNANC'iN(: fiTATFMFNT
FORT WORTH liZEACHAM INTERNATIONAL AIRP'ORT
FIXED BASE OPERATOR LEASE AGREEMENT
(CITY SECRETARY CONTRACT NO. 8180, AS AMENDED)
This CONSElvT TO DEED OF TRUST, SECURITY AGREEMENT AND
FINANCING STATEMENT (��Agreement") is made and entered into by and between the CITY
OF FORT WORTH (`�Lessor"), a home rule municipal corporation organized under the laws of
the State of Texas, acting by and through Marc Ott, its duly authorized Assistant City Manager;
DON E. HAh1SEN ("Lessee"), an individual; and SUMIi'IIT BANI�,1�1.A. ("Bank"), a national
banking association acting by and through S. Tom Senor, its duly authorized President.
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The following statements are true and correct and form the basis of this Agreement:
A. Lessor and Lessee previously entered into City Secretary Contract ("CSC") No. 8180, as
amended by CSC Nos. 9414 and 17321 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 Nos. 27-5, 28-S, 29-5, 30-5 and 31-5 (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 Wast to secure indebtedness owed by Lessee to
Bank of the West for improvements to the Leased Premises (collectively, the "Bank of the West
A�reements"). 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.
Agreement
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 ta 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
Page 1 �
Consent to Deed of Trust between � �,
Don E. Hansen and Summit Bank, N.A. _.___ . ,
(CSC No. 8180, as amended) '
,•. �, ..
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by reference far all purposes. The Leased Premises are specifically described in the field nates of
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 does not (i) adopt,
ratify or approve of any of the particular provisions of � the Deed of Trust; (ii) make any
representations or warranties under the Deed of Trust, including, but not limited to, those set forth
under Section 10:1 of the Deed of Trust; or (iii) grant any right, privilege or use to Bank or any
assignee under the Deed of Trust that is different from or more extensive than any right, privilege or
use granted to Lessee by the Lease.
�. Notwithstanding anything to the contrary in the Deecl 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 impravements constructed on the Leased Premises after the effective date of this
Agxeement; and (iii) notwithstanding anything to the contrary in the Deed of Trust, all of such
improvements constitute part of the leasehold estate and Bank does not have the right to sell ar
otherwise convey any properiy interest in such improvements other than as part of the leasehold
estate.
3. Lessor agrees and covenants that it shall not exercise an� 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 dil.igent 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.
S. 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.
Page 2
Consent to Deed of Trust between
Don E. Hansen and Summit Bank, N.A.
(CSC No. 8180, as amended)
6. Bank agrees that it pramptly will notify Lessor in writing when Bank has released its rights
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 automatically terminate upon the
expiration or termination of the Lease.
7. Notwithstanding anything to the contrary in the Deed of Trust, (i) Bank may not assign any
of its rights under the Deed of Trust to any other person (other than a trustee acting as Bank's
agent), firm or corporation and (ii) in the event that Bank forecloses upon Lessee under the Deed of
Trust, Bank may not sell or otherwise transfer in any way any of Bank's or Lessee's rights or
interest in the Leased Premises unless Lessor consents to such sale or transfer in the form of a
written Consent to Assignment approved by Lessor's City Council.
8. Notices to Bank required pursuant to the provisions of this Agreement shall be conclusively
determined to have been delivered when (i) hand-delivered to Bank, its agents, employees, servants
or representatives; (ii) deposited in the United States Mail to the address below; or (iii) sent via
facsimile to the number below:
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 t�is Agreement and the Lease, the Lease shall control.
In the event of any conflict between the Deed of Trust and the Lease, the Lease sha11 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 �rior written consent of Lessor.
Page 3
Consent to Deed of Trust between
Don E. Hansen and Summit Bank, N.A.
(CSC No. 8180, as amended)
13. This Agreement shall be construed in accordance with the laws of the State of Texas.
Venue for any action arising under the provisions of this Agreement shall lie in state courts located
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 WITNESS WHEREOF, the parties hereto have executed this Agreement in multiples
as of the last date set forth below:
CITY
By; . ✓
Marc tt
Assistant City Manager
Date• � �.� �?n � � `L
Page 4
Consent to Deed of Trust between
Don E. Hansen and Summit Bank, N.A.
(CSC No. 8180, as amended)
ATTES�:
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$y; _ ��Y.,L,/ '� � , .-� ' ,�i► �
Gloria Pe�on `
City Secr�tary
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Cantxa�t Autharization
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Date T
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APPROVED AS TO FORM AND LEGALITY:
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. By; !. =,r � ; �l '2� �r" a�.l�ct..
Peter Vaky .��
Assistant City Attorney
M&('• C'--;`�3 i 1 ,'Z-ti t`Z
DON E. HANSEN:
ATTEST:
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DatP• � .� /c� 7 :. c
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SUMMIT BANK, N.A.:
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B�
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S. Tom Senor
President
Dat�• � �' '" �-! `� �`
B 1�c,�:�, ���,.�,��
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ATTEST:
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Page 5
Consent to Deed of Trust between
Don E. Hansen and Summit Bank, N.A.
(CSC No. 8180, as amended)
STATE OF TEXAS §
COUNTY .OF TA,�tRANT
BEFORE ME, the undersigned authority, a Notary Public in and for the State of Texas, on
this day personally appeared Marc Ott, known to me to be the person whose name is subscribed to
the foregoing instrument, and acknowledged to me that the same was the act of the City of Fort
Worth and that he executed the same as the act of the City of Fort Worth for the purposes and
consideration therein expressed and in the capacity therein stated.
GIVEN LJNDER MY HAND AND SEAL OF OFFICE this �G day of
�..�ii►,�.�,t.P N , 2002.
'�Y PM'� ,
o f� �o�; �ROSELIA BARNES ,�.�
��r �n� MOTARY PUBUC . �`�'�''�°�" ���J
��.,,��,�y � s4ate or texas Notary Public in and for the State af Texas
`�:�oF;�!'�'�Comm. Exp. 03-31-2005
i�l l. � �� �"�J^�i�V �l��i � �. �� � . i�
STATE OF TEXAS
COUNTY OF TARRANT
BEFORE ME, the undersigned authority, a Notary Public in and for the Sta.te of Texas, on
this day personally appeared Don E. Hansen, known to me to be the person whose name is
subscribed to the foregoing instrument, and acknowledged to me that the same was his act and that
he executed the same as his act for the purposes and consideration therein expressed and in the
capacity therein stated.
(� GTVEN UNDER MY HAND AND SEAL OF OFFICE this O� � day af
p��L,�� , 2002. �
-;.�,�',�,�^,�,�,�'�.�` � �
�R , �;,n-Y°��eVe L�NNN D�VIEII�PO{��I � _
r, .'(;� � � RIrJ�'ARY PUI3LIC I Notary Pubhc m and for the 5tate of exas
� ',\�; � a �Y SiA7� nF `���a�� �
( `�� �F,�°�� My Comrr�. Cxp.12-2Z 2U0� )
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STATE OF TEXAS
COUNTY OF TA,RRANT § �
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, N.A., for the
purposes and consideration therein expressed and in the capacity therein stated.
��GIVEN UNDER MY HAND AND SEAL OF OFFICE this �� day of
J+'� , 2002.
���.� ���: , F�,: ;,::;. ���.
; �`�P���;� L�ANN �AVE��F�ORl� �
� ���' � *� NOTARI°PUBLIC
� ��{��� � STAT'� �F �"i�>�=1� i
I �9� � y„��� My Camm. Gx�.12-22�2CQ^ '
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f G�f �/k�/%l�"G�
Notary Public in and for the State of Texas
Exhibit "A"
Summit �ank, N.A.
3651 NE Loop 820
Fort Worth, Texas 76137
$375,000.00
DEED OF TRUST NOTE
becernber 11, 2002
BUT TO BE EFFECTIVE DECEMBER 20, 2002
FOR VALUE RECEIVED, ihe undersigned (whether o�e or more) (and any endorsers hereo� jointly and severally promise to pay to
the order of Summit Bank, N.A., ("Bank") at its oKce in Tarrant County, Texas, or at such other places as Bank may hereaRer designale,
the principal sum ofTHREE HUNDRED SEVENTY-FIVE THOUSAND AND N0/100 DOLLARS ($375,000.00), orso much thereof
as may be advanced, with interest (calculaled on the basis of a 360 day year) on the unpaid principal balan¢e from time to time owing
hereon computed from the date of this note until maturlty 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 Bank (the Base Rate is the interest
rate announced trom lime to time by Bank as a general reference loan rate of interest and it may or may not 6e lhe lowest
rate charged by Bank from time to time.) Provided, however, that the rate of interest charged hereunder shall never be
greater ihan the Maximum Law(ul Rate. The present rate of interest computed by such formula Is % per annum. Any
change in ihe Base Rate by Bank shall be effective for purposes oF changing the rate of interest.which this Note bears as
of the date of ihe change of such Base Rate unless othen,vise stated as follows:
All past-dus principal and interest shall bear interest at the Maximum Lawful Rate.
This Note is payable on demand, but if no demand is made, then this Note is payabie as follows; In 59 monthly installments of
$3,266.66 each, including principal and interest; each installment when paid shall be credlted first to the paymenl of accrued
interest, and the remaining balance to the reduction of principal; the flrst instaliment being due and, payable on or before ihe
20th day of January, 2003, and a►ike instaliment being due and payable on or taefore the 20th day of each succeeding monlh
thereafter until December 20, 2007, when the entire sum, both principal and accrued interest, shall be wholly due and payable,
it fs expressly provided and stipulaled that noiwithstanding any provision of this Note or any other instrument evidencing or securing
the loan herein set foRh, in no event shal� the aggregate of all interest paid or contracted to be paid to 8ank by the under$igned (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 lime lo time advanced and remaining unpaid. In this connection, it is expressly stipulated.and agreed
that it is the intenl of Bank and the undersigned in the execution and delivery 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 lo create a conlract to
pay interest at a rate in excess of the Maximum Lawful Rate for the use, forebearanee or detention of money. The term "Maximum Law(ul
Rate" as used herein, shall mean the maximum nonusurious rate of interest which may lawfully be charged the undersigned by Bank under
applicable law, and, in interpreting ihe 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 end modified by Vemon's Ann. Civ. St. art. 1.04(b). In determining whethe� 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 with the loan evidenced by this Note shall be amortized, prorated, allocated, and spread in equal parts during
the period of the full stated lerm of this Note. However, in the event lhat this Note is paid in full by the undersigned (or any guarantors or
endorsers hereo� prior to the end of ihe ful! stated term of this Note and in lhe event the interest received by Bank for the actual period
of the existence of Ihe loan exceeds lhe Maximum Lawful Rate, Bank shall, at its option, either refund to the undersigned the amount o(
such excess or credil the amount ot such excess against any amounls owing by the undersigned under this Nole. In addition, if, from any
circumstances whatsoever, fulfillment of any provision hereof, or of the Deed of Trust, Security Agreement and Financing Statement
securing this Note, or of any other inslrumentsecuring lhis Note, or of any other agreement referred to herein or executed pursuanl to or
in connection with this Note, at the time performance of such provisions shall be due, shall involve transcending lhe Iimit of validily
prescribed by applicable law, then, fpso facto, the obligalion to fulfill shall be reduced to the Iimit of such valldiry, and if from any
circumstances 6ank shall ever receive as fn[erest an amount which would exceed the Maximum Lawful Rate, such. amount whlch would
be excessive interest shall, at ihe option of Bank, be refunded to the undersigned or be applied to the reduction of the unpaid principal
balance due hereunder and not to the payment of interest. The provisions ofthis paragraph shall supersede all other provisions of this Note
and all provisions of olher instruments evidencing or securing the toan evidenced by this Note, should such prowslons be in apparent
conflict herewith.
The undersigned (lncluding 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 o( the undersigned may at any time renew and extend the date of maturity hereof or modify.the
method of peyment herein without notice of such fact to any others of undersigned (including endorsers) who shall remain severally hound
for the payment hereof, and agree that any and all securlty (�terests, mortgages, deeds of trust or other Ifens 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,
D.EMANDS FOR PAYMENT, PRESENTMENTS FOR PAYMENT, NOTICES OF INTENTION TO ACCELERATE MATURITY, NOTICES
OF ACTUAL ACCELERATION OF MATURITY, PROTES7S, NOTICES OF PROTEST, AND ANY OTHER DEMANDS OR NOTICE OF
ANY KIND AS TO THIS NOTE, �ILIGENCE IN COLLECTION HEREOF AND IN BRINGING SUI7 HEREON AND ANY NOTICE OF, OR
DEFENSE ON ACCOUNT OF, THE EXTENSION OFTIME OF PAYMENT OR CHANGE IN THE METHOD OF MAKING PAYMENT, AND
WITHOUT FURTHER NOTICE HEREBY CONSENT TO ANY AND ALL RENEWALS AND EXTENSIONS IN THE 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 mey be changed andlor fees in consideration of loan extensions may
be imposed and any related right or security therefore may be waived, exchanged, surrendered or otherwise dealt with, and any of the acts
mentloned in said renewal notes may be done all wilhout affecting lhe liability of the undersigned or the 1lability of any endorsers, sureties,
or guarantors hereof, each of whom agrees to remeln liable under said renewal nole until the debt represenked thereby Is actually paid in
full to Bank. The undersigned agree that Benk's acceptance of partlal or delinquent payments, or fallure of 6ank to exercise any right or
remedy contained herein or in any instrumen[ given as security for the payment of this Note shall not be a waiver of any obligalion oi lhe
undersigned to Bank or constitute waiver of any similar default subsequently occurring. The undersigned and all sureties, endorsers, and
guarantors of this Note agree to any subslitution, exchange or release of any collateral given as security for this Noie or the release of any
party primarily or secondarily liable hereon, and further agree thafitwill not be necessary forBank, in order to enforce payment of this Note,
to firsl institute suit or exhaust its remedies against any maker or others liable herefor, or to e�force its rights against any security herefor.
The undersigned expressly agree that in the event of default in the peyment of this Nole 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 simullaneously herewith, or in 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 lhe
undersigned to pay when due any amounts owing under such other inslrument, or in the evenl Bank, in good faith, deems itself insecure
or otherwise believes that the prospecl of paymenl or performsnce oF this Note or any of its terms are impaired, or if any event occurs or �
condition exists which authorizes ihe acceleration of•the maturity hereof under any other agreement made by the undersigned with Bank,
pr if any representation, warranty or cerlification made by the undersigned with Bank, or if any representation, warranty or certification made
by the undersigned in any ceRificate, tinanclal statement or other instrument pursuant hereto shall prove to have been incqrrect in any
material respect upon the date when made; or if the undersigned (including endorsers, sureties, and guarantors) shall admit in writing en
inabiiity to pay this Note when due or shall meke an assignment for the benefit of creditors; file a petition in bankruptcy, petition or apply
to any lribunal for the appoi�tment• of a cuslodian, receiver or any lrustee for it or a substantial pa�t of its assets, or shall commence any
Qroceeding under any bankruptcy, reorganizalion, errangement, readJustment of debt, dissolution or liquldetion law or statute of any
�urisdiction, whether now or hereafter in eKect; or if there shall have been filed any such petition or application, o� any such proceeding shall
have been commenced against it, in which an order ior relief is entered or which remains undismissed for a period of thirty days or more;
or if ihe undersigned, (including endorsers, suretles and guarantors) by any act or omission shall indicate its consent to, approval of or
acquiescence in eny such petition, application or proceeding or order for relief or the appoinlment of a custodian, receiver or any trustee
for it or any substanUal part of any of its properties, or shall suffer any custodianship; receiversfiip or trusteeship to continue undischarged
for a period of thirty days or more; or if the undersigned, (including endorsers, suretfes and guarantors) shall generally not pay its debts
as such debts become due; ar if the undersigned, (including endorsers, sureties and guarantors) shall have concealed, removed, or
permitted to be concealed or removed, any part of ils properly, with intent to hindar, delay or defraud its creditors or any of them, or made
or suffered a transfer of any of its property which may be iraudulent under any bankruptcy, fraudulent conveyance or similar law; or shall
have made any transfer of its property to or for the benefit of a creditor al a time when other creditors slmilarly situated have not been pald;
or shali have suffered or permitted, while insolvenl, any creditor to obtain a Iten upon any of its property through legal proceedings or
distraint which is not vacated wlthin thirty days (rom lhe 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 maturily, protest, nolice
of protesl, or any other demand or notice of any kind, all of which are hereby expressly wai`ved, declare the principal of this Note, or so
much lhereof as may remain unpaid al lhe time, and all interest then accrued thereon at once due and payable, and Bank may ijnmediately '
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 1n the hands of an attorney for collection, or suit is brought on same, or the same is co�lected through any judlc�al
proceeding whatsoever, or if any action of foreclosure be had hereon, lhen lhe undersfgned, Jointly and severally, agree and promise lo •
pay l0 8ank, in addition to the other amounts due hereunder, an additional sum of not less than fifteen percent (15%) of the unpaid principal
and interest then due on this Nole as attorney's fees plus all expenses incur�ed in connection with the protection or realization of the
collateral piedged as security for repayment oF the indebtedness reFlected herein or enforcement of any guaranty incurred by Bank on
account of such colleciion whelher or not suit is filed hereon. .
The provisions of this Note are binding on the heirs, executors, administrators, successors and assigns otthe undersigned (including
e�dorsers) and shall inure lo 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 term "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 mea� the Base Rate of Summit
, Bank, N.A. The agreements contained herein are fully performable in Tarrant County, Texas.
As further security for this Note, and all other indebtedness which may at any time be owing by the undersigned (and any endorsers
hereo� to Bank or other holder hereot, the undersigned (and any endorsers hereo� give to Bank, or other holder hereof, a security interest
and a contractual rigfit of setoff in and to all money now in, or at any time hereafter coming within, the custody or conirol of Bank or other
holder hereof (including, without limitalion, all deposits and accounts) and Bank may and is authorized to retaln and apply said money to
the payment of lhis Nole and/or to the payment of such other indebtedness, in such order as Benk may, in its sole discretion, determine.
Additionally this Note is secured by a Deed oF Trust, Security Agreement and Financing Statement of even date herewith to S. TOM
SENOR, as Trustee, covering certain real esta[e located in the County of Tarrant, State af Texas and described as follows:
All of Grentor's right, Iltle and Inleres! In and [o Ihose certain Lease Agreemenls (and any and all Amendmenls therlo) as set foAh'on Exhibit'A',
attached hereto and incorporated hereln for all purposes, being Lease Agreements by and belwean the Cily of FOrt Worth, as Lesso�, a�d Don
E. Hanse, as Lessee, and relating to certai� tracts or parcels oF land Iocated at Meacham Field, a municipal airport in the City of Fort
W orth, Texas, said real property relaling to and being the subject of the Lease Agreements being described o� Exhibit "B", "C", "D",
and "E", attached hereto and incorporated herein for all purposes.
THIS WRITTEN LOAN AGREEMENT REPRESENTS THE FINAL
AGREEMENT BETW EEN THE PARTIES ANQ MAY NOT BE
CONTRADICTED BY EVIQENCE OF PRIQR,
CONTEMPORANEOUS, OR SUBSEQUENT ORAL
AGREEMEN75 OF THE PAR7IES.
THERE ARE NO UNWRITTEN ORAL
AGREEMENTS BETWEEN THE PARTIES.
4000 NoRh Main 5treet
�The undersigned: ,
����� .
DON E. HAN E� '
Fort Worth, Texas 76106
GFN ATC 2002 �B 717962-A (B27) ��
Summit Bank, N.A.
DEED OF TRUST
SECIlRITY AGREEMENT
FINANCING STATEMEN7
THE STATE OF TEXAS
COUNTY OF 7ARRANT
Thls (nstrument is eniered inlo belween the undersigned (hereafter called "Mortgagov") and S. T�M SENOR (hereafter called
"Trustee"), as Wstee for the benefit of Summit Bank, N.A. (hereafter called "Bank").
SECTION 1. DEFINITIONS.
1:1 The term "Mortgaged Premises" means the following described real property and personal property whlch is or will become fintures
(lisl personal property by item or type):
Atl of Grantor's right, titte and fnterest in and to those certain Lease Agreements (and any and a11 Amendments therelo)
as set forth on Exhibit "A", aHached hereto and incorporated herein for all purposes, being Lease Agreements by and
belween the City of Fort WoRh, as Lessor, and Don E. Hansen, as Lessee, and relating to certain tracts or parcels of
land localed at Meacham Fleld, a municipal aicpo�t in the City of Fort W orth, Texas, sald real property relating to and
being ihe subject of the Lease Agreements being described on Exhibit "B", "C", "D", and "E", attached hereto and made
a pah hereof for a1V p�rposes; �.
togelherwith all heating, plurnbing, refrigeration, lighting fixkures, equfpment and/orappliances now, or hereafter, attached to orused
in connection with the above described rea{ property, and all buildings and all improvements now or hereafter p{aced upon such
property and ell appurtenances, servitudes, rights, ways, privileges, prescriptions and advantages in any way thereunto belonging
to or apperlaining (but not consumer goods, other than accessories, acquired by Mortgagor more than ten (10) days after date
pursuant to A�t. 9.204 of the Texas Business and Commerce Code.)
1:2 The term "Obligations" means:
A.A promissory nole daled Oecember 20, 2002, in the principa! sum a shown on said note executed by DON E. HANSEN
(hereinafter called "Borrower") and payable to the order of Bank at its o�ce in Fort Worth, Texas, or such other place as the holder
of the note may designate, with interest as therein speciFed and on terms as therein contalned;
B. All promissory notes evidencing additional loans which Bank may hereafter make to Borrower (although lt is understood that
. Bank is under no obligation to do so;
C. All other indebtedness and liabilitles of all k{nds ot Borrower to Bank now exisling or hereafter arising, whelher fixed or
contingenf; jolnt and/or several, direct or indirect, primary or secondary, and regardless of how created or ev{denced;
D. Afl sums advanced or costs or expenses incurred by Bank (whether by it directiy or on its behalf by the trustee) which are made
or incurred pursuant to,_or allowed by the terms of this instrument, plus interest thereon at the rate of ten percent (10%) pe� annum
from the date paid until reimbursed; and
E. All renewals and extensions oF all of the above whelher or not Borrower axecutes any renewal or extension agreement.
1:3 The term "Mortgagor" means the party signing lhis Deed of 7rust. If, however, the party signing this Deed of Trust and the party
executing any or aii fo the Obligations referenced in 5ection 1:2 above are different, then atl reference to "Morigagor" herein shall,
ipSO facto, also mean "and/or the party executing any or all of the Obligations". •
SECTION II. CONVEYANCE IN TRUST.
1� consideration of Bank's advancing or extending to Borrower�the funds or credit constltuting the Obligatio�s and in further
consideration of the mutual covenanis herein contained, MoRgagor by this instrument conveys to Trustee the above described Mortgaged
Premises, in trust, for Ihe purpose of securing such Obligations. TO HAVE AND TO HOLD the Morigaged Premises, together w{tfi the
rights, privileges and appurtenances ihereto belonging unto the Trustee and his substitutes or successors forever, and Mortgagor is hereby
bound to warrant and forever defend the Mortgaged Premises unto the Trustee, his substitules or suecessors and.their assigns, against
the claims of all persdns claiming any interest in the Mortgaged Premises or any paR thereof.
SECTION III. ADDITIONAL SECURITY,
As additionai security for ihe payment of Ihe Obiigations, Mortgagor hereby iransfers and assigns unto Bank:
A. All judgments, awards of damages and settlements hereinafter made resulting from condemriation proceedings or lhe taking
of all or any paR of the Mo�tgaged Premises under the power of eminent domain, or for any damage (whether caused by such taking
or otherwise) to the Mortgaged Premises or aay part thereof, or to any rights appurtenant thereto, i�cluding any award for cha�ge
of grade of streets. Bank is hereby authorized, but shall not be required, on behalf and in the name of Mortgagor, to exacute and
deliver acquitlances for, and to appeal from, any such judgments or awards. Bank may apply all such sums or any paR thereoi so
received, after lhe payment of all expenses, including costs and attomeys' fees, on the Qbligations in such manner as Bank elects.
B. All bonuses, rents and royalties accrued or to accrue under, all oil, gas or mineral leases, now existing or which may hereafter
come into existence on or at the Mo�tgaged Premises. Mortgagor directs payments of the same to Bank, at the option of Bank and
upon written demand of Benk therefor, to be applied to Ihe�Obliga[ions until paid in full, whether due or not, and whether before or
after any defauN under Ihe lerms of this instrument or the Obligations.
C. All rents, issues and profits of the Mortgaged Premises, including, but not Iimited to, all unsevered crops, or Mortgagors lnterest
iherein. Mortgagor directs payment of same to Bank to be applied to the Obligations until paid in full, whether due or not. This
assignment shall become operative upon any default oF Mortgagor under the terms of this instrument or the Obligations and shall
remain in full force and effect so long as any default conlinues in the manner of making any of the payments or lhe performance
of any of the covenants set forth in lhis inslrument or in the Obligations.
SECTION IV. MORTGAGOR'S REPRESENTATIONS ANQ WARRANTIES.
In order to induce Bank to exlend orcontinue the indebtedness represented by the Obligalions, Mortgagorrepresents and covenants
that:
A. Accurate Loan Information. All information contained in statements furnished or to be fumished Bank by or on behalf of
Mortgagor in connectian wiih the Obligations seaured by this instrument is or will be complete and accurate;
B, Valid Title. MoAgagor has valid end indefeasible title to the Mortgaged Premises and has a legal right lo grent and convey
same to Trustee for the benefit of �ank; and Mortgagor shall, if requested by Bank, execute all proper additio�al assurances of tftle;
C. Free Fram Encumbrances. 7he Mortgaged Premises are iree from all liens, security Interest or other encumbrances except
as specifically set forth above or as permitted by the provisions of Paragraph D of Section V;
D. Property 4ncluded as Fixtures. All awnings, door and window screens, storm windows and doors, mantels, cabinets, rugs,
carpeting, linoleum, wall and in-a�oor beds, stoves shades, blinds, oil and other fuel-burning systems and.equipment, water
heaters. radiator., covers, and all plumbing, heating, lighting, cooking, ventilating, cooling, air-conditionirig and refrigerating
DEED OF TRUST, SECURITY AGREEMENT, FINANCING STATEMENT — Page 1
Rev. 7-26-02
,��.
Borrower
apparatus and equipment, and such goods and chattels and personal property as are usually furn(shed by landlords in lettlng
an unfurnished building, or which are or shall be attached to said building by nails, screws, bolts, pipe connections, masonry
or in other manner, and all additions thereto and replacements thereof, and such built-in equipment as shown by plans and
specifications, are and shalY be deemed to be fixlures and accessions to the Mortgaged Premises, being hereby agreed to be
immova6les and a part of the realty as between the parties hereto, and shall be deemed to be a part of the Morigaged
Premises, subject only to lhe above Iimitation as to consumer goods; and
E. Environmental and Hazardous Substances.
(1) The Mortgaged Premises and the operations conducted thereon do notviolate any applicable law, statute, ardinance, rule,
regulation, order, or determi�ation of any Govemmental Authority or any restrictive covenant o� deed resirictlon (recorded or
otherwise), Including, withaut limitation, all applicable zoning ordinances and building codes, flood disaster laws, and
Environmental Laws. •
(2) W ithout Iimitation at(1) immediately preceding, the Mortgaged Premises and operetions conducted thereon by lhe current
owner or operator of such Mortgaged Premises are not in violation of or subject to any exlsting, pending, or threatened actlon,
suit, investigation, inquiry, or proceeding _by any governmental or nongovernmental entlty or person ar to any remedial'
obligations under any Environmental Law. �
(3) The Mortgaged Premises do nol conlain any Hazardous Substance.
(4) Mortgagor has taken all steps necessary to determine and has determined that no Hazardous 5ubstances have been
generated, treated, placed, heid, located, or otherwise released on, under, from, or about the Mortgaged Premises, �
(5) Mortgagor has not underlaken, permitted, authorized, or suffered, and wlll not undertake, pertnit, authorize, or suffer, the
presence, use, manufacture, handling, generation, transportation, storage, treatment, discharge, release, burial, or dlsposal
on, in, under, from or about the MoRgaged Premises of any Hazardous Substance or the transportation to or from lhe
Morigaged Premises of any Hazardous Substance. �
(6j There is no pending or lhreatened litigation, proceedings, or investigations before or by any administrative agency in which
any person or entity alleges or is investigating any alleged presence, release, threat of release, placement on, in, under, irorri
or about the Mortgaged Premises, or the manufacture, handling,, generalion, transportation, storage, treatment, discharge,
burial, or disposal on, urider, fPom 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 Aulhorily or
any employee or agent thereof has determined, or threatens to determine, or is investigating any allegation that there is a
presence, release, lhreat of release, placement on, in, under, from or about the Mortgaged Premises, or the use, manufacture,
handling, generation, transportalion, storage, treatment, discharge, burial, or disposal on, in, under, from or about the
Mortgaged Premises, or lhe Iransportation to or from the Mortgaged Premises, of any Hazardous Substance.
(8) •There have been nd. communicetions or agreements with any Governmental Authority or any private entity, including, but
not limited to, any priar owners or 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, generatio�,
transpoRation, storage, lreatment, discharge, burial, or disposal on, in, under or about the Mortgaged Premises, or the
transportation to or from the Mortgaged Premises, of any Hazardous Substance.
(9) Neither Mortgagor nor, to the best knowledge, intormation and belief oF Mortgagor, any other person, including but not
iimited to, any predecessor owner, fenant, 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 lo be placed, held, located, or disposed of, on, in, under or about any other real property, all or any porlion of which
is legaliy or beneficially owned (or any interest or estate therein which is owned) by Mortgagor in any jurisdiction now or
hereafter having in efiect a so=called "superlien" law or ordinance or any part thereof, Ihe effect of which law or ordinance would
be Co create a lien on lhe Mortgaged Premises to secure any obligation in connection with the "superlien" law of such other
jurisdiction.
(10) Mortgagor has been issued all required federai, state, and local licenses, certificates, or permits relating ►o, and MoRgagor
and its facilities, business assets, property, leaseholds, and equipment, are in complfance in all respects with all applica6le
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 olher environmental, health, or safety matlers.
F: Representations, Warrenties and Covenants of Corporate IVlortgagor. If Mortgagor is a corporation: (1) it.is, and shall
continue to be (a) duly organized and existing under lhe 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 dut(es thereunder
and hereunder; (2) its officers execuiing 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 hy r.esoluflon of the
corporalion's board of directors; and (3) it shall, not, without Bank's prior written consent, reorganize, consolidate or merge with any
other corporation. '
SECTION V. MORTGAG(JR'S GOVENANTS.
As long as any af lhe �ObUgations remains unpaid, Mortgagor shall (at Mortgagor's own expense):
A. Maintain Premises and Permit Inspection. Cause the Mortgaged Premises to be maintafned In good condition and cause
to be made all repairs, renewals, replacements, additions and Improvements thereof or ihereto and permit the Trustee and Bank
(through ils agenls and empioyees) to enter into or upon the Mortgaged Premises for the purpose of investigatlng and inspecting
the condition and operation ot the Mortgaged Premises; provided, however, Mortgagor shall not make any material allerations to
the Mortgaged Premises wi{hout Bank's prior written consent.
B. Prevent Vacancles. Keep occupied habitable improvements on the Mortgaged Premises so as not lo impair ihe 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, assign or convey any part or all of the Mortgaged Premises (regardless of whether ihe buyer
or assignee "assumes" lhe Obligations octakes the Mortgaged Premises "subject to" such Obligations) without first obtaining Bank's
pr(o� written consent; provided, however, this paragraph shall not apply to sales of standard Inventory items in the ordinary course
of Mortgagor's business. �
D.. Prevent Other Encumhrences. Cause the Mortgaged Premises to be debt free and clear of liens, charges, security Interesls,
andencumbrancesofeverycharacterotherthan: (1)theliensandotherencumbrancescreatedoracknowledgedbythisinstrument; .
(2) laxes constituting a lien but not yet due and payable; (3) defects or irregularities in title, and Ilens, security interest, charges or
encumbrances which in Bank's opinion are nol 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 wriNng by Bank.
Mortgagor covenanls Ihat 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 companfes satisfactory to Bank and in amounls satisfacfory l0 9ank,
the 6roadest availaale form of"all risks" or"special form" property insurance in respect ofthe improvements now orhereaflerlocated
on the Mortgaged Premises and all furniture, fixtures, equlpment, merchandise and all other Items o( Mnrigagor's personal property
in, on, at or about the Mortgaged Premises against loss or damage by fire, windstorm, and any olher hazards as may reasonably
be required from time to time by Bank during Ihe term of the Obligations hereby secured to the extent of the full replacement cost
(now, without deduction for depreciation) of the covered ilems and properly, in such form and wilh 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 inlerest
may appear, and all such insurance shall contain such standard mortgage clauses as are acceptable to and approved by Bank.
DEEO OF TRUST, SECURITV AGREEMENT, FINANCING STATEMENT - Page 2 ���
Rev.7-26-02 _ Borrower�s�lrn6als
Mortgagor shall also deliver renewals of such policies to Bank at least flfteen (15) days before any such insurance policies shall
expire, All such insurance policies shall provide the maximum prior written notice to Bank of cancellat(on which the insurance
companies will provide. Morlgagor hereby asslgns to Bank all of Mortgagor's rights, title and interes.l in all such policies of Insurance •
and authorizes Bank to collect for, adJust or compromise any losses under any insurance policy on lhe Morigaged Premises; and
all loss proceeds (less expenses of collection) shall, al Bank's option, be applied to payment of the Obligatlons (regardless of
whether the Obligations, or any part thereof, are then due) or to the restoration of the Mortgaged Premises, or may be released to
Mo�tgagor, but any such applicalion of release shall not cure or waive any default. Additionally, obtain and mainlaln and keep in
full force and effect the braadest form af commercial general liability insurance providing coverage against (among olhers) bodily
Injury end disease, inoluding death resulting there(rom, personal injury and property damage, written on an "occurrence" basis witH
• respect lo the business and any other aclivities carried on, In or from lhe Mortgaged Premises and with respect to Mortgagor's use
and occupancy lhereof.
F. Pay Recording Expenses and Maintafn Llens. File at Morlgagors expense this and every other inslrumenl_in additlon or
supplement hereto including applicable financing statements in such o�ces and at such times and as often as may be necessary
i� Bank's opinion to preserve, protect and renew the Iiens and other encumbrances herein created as a first lien or prior
encumbrance 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 regulation of any State. or of the United States or of any other competent
authority for the purpose of efleclively crealing, maintafning and preserving the liens and other encumbrances created herein;
G. Pay Charges Accruing to Mortgaged Premfses. Promptly pay or cause to be paid when due and owing: (1) all rentals in
. respect of the Mortgaged Premises; (2) all expenses including insurance premlums incurred in or arising from the normal use and �
ownership of the Mortgaged Premises; (3) al� taxes, assessmenls and governmental charges legally imposed upon ►he Mortgaged
Premises,,the interest therein created by this inslrument, or upon Mortgagor in connection with the normal use and operation
of the Mortgaged Premises; and (4) exhibft receipts showing payment of all such items lo Bank; provided, however, if prepayment
deposils are required as a resuit of Paragraph H, below, lhe obligations imposed by this paragraph shall be deemed to have been
satisfied by Mortgagor's making such prepayment deposits as and when due, and it will be unnecessary for Morlgagor to exhibit
Bank receipts showing payment of such items:
H. Reserve for Expenses. If Mortgagor's initials are contained in this blank , depositwith Bank with and in addilion �
• to installment payments made by Borrower on the Obligations' (if any) a sum equal to one-tweifth of the eslimated annual ground
rents, taxes, hazard insurance premiums and othercharges referred to in Paragraph G. above next due on the Mortgaged Premises.
If the amount so paid is not sufficient to pay such ilems as and when they become due, lhen Mortgagor shall deposit immediately
with Bank an amount su�cient to pay such items. If fhere occurs an "Event of Default" as hereafter defined, Bank may at any time
thereafter apply the balance then remalning of the funds accumulated under this pravision as a credit against the amount then
remaining unpaid under the Obligatians. No interest shall accrue or be allowed on an payments made under the provisions of this
paragraph. -
I. Constructfon Loan. If Mortgagor's initials are contained in this blank , Morlgagor covenants that part or all
of the Obligations being advanced by Bank to Borrower will be used to cons ruct and complete certain improvements on lhe
• Mortgaged Premises acco�ding lo plans and specifications submitted by Mortgagor to Bank, and any such improvements, all
materials and supplies placed on the Mongaged Premises, and the Mortgaged Premises themselves shall be impressed with, and
the same are hereby impressed wi�h and charged with, not only the liens created.by this instrument, but in addition therelo an
express Mechanic's Materialman's and Laborer's Lieri for all advances made hereunder, with the express understanding that 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 further carry workmen's compensation insurance and public liability and
property damage insurance in amounts and with companies satisfactory to 8ank and subject to the same.requirements contained
in Paregraph E above dealing with insurance on the Mortgaged.Premises.
J. E�vironmenta� and Hazardous Substances.
(1) not use, generate, manufacture, produce, store, release, discharge, treat, or dispose of on, in, under, from or about the
Mortgaged Premises or transport to or from the Mortgaged Premises any Hazardous Substance (as hereinafler defined) or allow
, any other person or entity to do so;
(2) keep and maintain the MoAgaged Premises in compliance with, and shall not cause or permit the Mortgaged Premises to
• be in violation oi, any Environmental Law;
(3) establish and maintain, at Mortgag�r's sole expense,, a system to assure and monitor continued compliance wilh
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 familiarwith the requirements of Environmental Laws and, at the request of Bank
no more fhan once each year, a detailed review of such compliance of the environmental condition of the Mortgaged Premises
(the "Environmental Report") in scope satisfactory to Bank by an environmental consulting firm approved in advance by Bank;
provided, however, that if any Environmental Report indicates any violation of any Environmental Law or a need for Remedial .. •
Work, such system shall include at the request oF Bank a detailed review of the status of such violatlon (a "Supplemental
Report") by such environmental consultant. Mortgagor shall furnish an Environmental Report or such Suppleme�tal Report to .
8ank wilhin sixty (60) days after Bank so requests, logelher with such additional information as Bank may reasonably request;
(4) give prompt written notices to Bank of: (a) any proceeding or inquiry 6y any governmental or nongovernmental entity or
person with respect to the presence of any Hazardous Substance on, in, under, from or about the Mo�tgaged Premises,. the
• migration thereof from or to other property, the disposal, storage, or treatment of any Hazardous Substance generated or used
on, under or about the Morlgaged Premises; (b) all claims made or threatened by any third party against Mortgagor or the '
Mortgaged Premises or any other owner or operator of the Mortgaged Premises relating to any loss or injury resulting from any
Hazardous Suhstance; and (c) Mortgagor's discovery of any occurrence or condition on any real property adjoining or in the
vicinily of the Mortgaged Premises that could cause the Mortgaged Premises or any part thereof to be subject lo any .
investigation or cleanup of the Mortgaged Premises pursuant to any Environmental Law; �
(5) permil Bank to join and participate in, as a party if it so elects, any legal proceedings or actions initfated•with respect to the
Mortgaged Premises in connection with any Environmental Law orHazardous Substance, and Mortgagorshall pay all attorneys'
fees incurred by Bank in conneclion therewith; �
(6) if any Remedial Work is reasonably necessary or desirable in the opinion of Bank, Mortgagor shall commence and
ihereafter diligently prosecute to completion all such Remedial Work within thi�ty (30) days aker written demand by Bank for
performance thereof (or such shorter period of time as may be required under any legal requirement). All Remedial Work shali .
be performed by contractors approved in advance by Bank, and under the supervislon of a consulting engineer approved by
Bank. All costs and expenses o( such Remedfal Work shall be paid by Mortgagor including, without limitat(on, Bank's �,
reasonable attorneys' fees and costs incurred in connection with monitoring or review of such Remedial Work. If Mortgagor
shall fail to Ilmely commence, or cause to be commenced, or fail to diligently prosecute to completion, such Remedlal Work,
Bank may, but shall not be required to, cause such Remedial Work to be performed, and all costs and expenses thereot, or
incurred in connection therewith, shall become part of the Indebtedness.
(7) The term "Hazardous Substance" 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 Environmentaf Law,
including without limitation; (a) any substance included within the definition of "hazardous waste" pursuant to SecQon 1004 of
RCRA; (b) any substance,included within the definftion of "hazardous substance" pursuant to Section 101 of CERCIA; (c) any
subslance included within (1) lhe definilion of"regulated substance" pursuant to Section 26.342(11) ofTWC; or(2) the definition
of "hazardous substa�ce". pursuant to Section 361.OD3(11) of THSC;,(d) asbestos; (e) polychlorinated biphenyls; (� petroleum
producis; (g) underground storage tanks, whether empty, filled or pariially filled with any substance; (h) any radioaclive
materials, urea formaldehyde foam insulation or radon; (i) any substance included within the definition of "wasle" pursuant to
• Section 30.003(b) of TWC or "pollutant" pursuant to Section 26.001(13) of TWC; and Q) any other chemical, material or
DEED OF TRUST, SECURITY AGREEMENT, FINANCING STATEMENT — Page 3 �(/ r�J/ �
Rev. 7-26-D2 _ Borrower's Inilials
substance, the exposure to which is prohibited, limited or regulated by any Governmental Authority on the basis lhat such
chemical, material or substance fs 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• regulat(on, whether now
or hereafter in effect, pertaining to health, industrial hygiene, orthe environmenlal conditions on, under, or aboul the MoRgaged
Premises, including without limitation, the following, as now or hereafter amended: Comprehensive Environmental Response,
Compensation, and Liability Act of 1980 ("CERCLA"), 42 U.S.C. § 9601, et seq.; Resource, Conservation and Recovery Act
("RCRA"), 42 U.S.C. § fi901, et seo., as amended by the Superfund Amendments and Reauthorization Aot of 1986 ("SARA"),
Pub. L. 99-499, 100 Stat. 1613; tha Toxic 5ubstances Conlrol Act, 15 U.S,C. § 2601, et sea.; Emergency Planning and
Community Right to Know Act of 1966, 42 U.S.C, § 1101, et seq.; Clean Water Act ("CWA"), 33 U.S.C. § 1251, el seq.; Clean
Air Act ("CAA"), 42 U.S.C. § 7401, et sect.; Federal Water Pollution Control Act ("FW PCA"), 33 U.S.C. § 1251, et sea.; and any
corresponding state laws or ordinances including bul not limited to the Texas Water Code ("TWC") § 26.001, et_ sea.; Texas
Health 8 Safety Code ("THSC") § 361.001, et sea.; Texas Solid Waste Disposal Act, Tex. Rev. Clv. Stat. Ann. art. 4477-7; and
regulations, rules, guidelines, or standards promulgated pursuant to such laws, statu.tes and regulatfons, es such statutes,
regulations, rules, guideiines, and standards are amended from time to time. .
(9) The lerm "Remedial Work" shall mean any investigation, site monitoring, contalnment, cleanup, removal, restorallon, or
other work of any kind or nalure reasonably necessary in lhe sole opinion of Bank under any applicable EnvironmentalLaw or
• desirable in connection with the current or (uture presence, suspected presence, release, or suspected release of a Hazardous
Substance in or into the air, soil, ground water, surface water, or soil vapor at, on, about, under, or within the Mortgaged
Premises, orany parl thereof. The parties contemplat� that any Remedial W ork will result in decontamirialion oFthe Mortgaged
Premises to permit any future use of the property, including as residential propeRy, and shall not comprise eny restrictions or
condilions in connectlon wilh 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 AGTION IN LIEU THEREOF.
SECTION VI. PROVISIONS REGARDING SECURITY INTEREST IN FIXTURES.
To the extent permitted by law, this instrument also shall be construed to be a secu�ity agreement whereby and whereunder
Mortgagorcreates and grants to Bank, as Secured Party, a securily interest in and to all fixtures and improvements noworhereaflererected
•upon or a�xed to the Mortgaged Premises as additfonal (but not subslituled) security and collateral for paymenP of the Obligations. As
Secured Party, ,Bank shall have all of ihe rights, remedles and reliefs accorded to a Secured Party under the Texas Business and
:Commerce Code (and particularly, the Texas Uniform Commercial Code), Including, but not limiled to, tfie right to require lhe MoAgagor
to assemble the collateral and make it available to Bank, as Secured Party; at a piace to be. designated by Bank, as Secured Party, which
is reasonably convenient to Bank and to Mortgagor. In addition, this instrument also shall be construed to be a Financing Statement. This
instrument is to be filed for record in the Deed of Trust Records of Tarrant County, Texas; and in such other place or places as, Bank may,
in its sole discretion, determine to be appr.opriate, including, but not limited to, with the 5ecretary of State of the State of 7exas.
SECTION VII. EVEN7S OF DEFAULT.
7:1 Acts Constituting Default. Mortgagor wil� be in default under thls instrument upon the happening of any of ihe following events
or conditions (hereafter called an "Event of DefaulY":
A. 8orrower fails to pay when due any principal or interest owing under any of the written instruments comprisi�g part or all ot the
' Obligations or olherwise breaches any of the provisions contained in said written instruments or defaults thereunder;
B. Any warranty or represenlation made in this instrument by Mortgagor is determined by Bank to be untrue In any material respect;
C. Mortgagor defaults in ihe due performance or observance of any other covenant or agreement contalned in lhis instrument;
D. Subsequent to Ihe date of execution of this instrument, there is passed any law which imposes any lien on the Mortgaged
Premises for purposes of state or local taxation oF deeds of trust and security agreements or debts secured thereby, or which
changes ihe manner of collection of any such taxes in such a way that Bank's interest in the Mortgaged Premises is adversely
affected; �
E. Mortgagor makes an assignment for the benefit of credilors, becomas insalvent, commits an act of bankruplcy, files for
bankruptcy, or involuntary bankruptcy proceedings are instituted orthreatened against either Mortgagor; or the Mortgaged Premises
are attached or othenvise levied upon or piaced in the hands of a receiver or other representative of a court; or
F. A substantial portion of the improvemenls on the Mortgaged Premises are damaged or destroyed, or Mortgagors title to the
Mortgaged Premises or any substantial.part thereof becomes the subject matter of litigation which would or might, in Bank's opinion.
upon final delermination, resull in substantial impairment or loss of the security provided by this instrument; or
G. Bank, at any time, in good faith deems itself insecure or othervvise belfeves that the prospect of payment or the perfortnance
of the Obligations or the performance of any covenant or agreement contained or referenced in this instrument is Impaired or lhe
possibility of resoRing 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. '
72 Acceleration upon Default. Upon lhe occurrence of any Event of Qefault, or at any time thereatter, Bank may, at its option, declare
the enlire unpaid balance of the Obligalions to be forthwith due and paya6le without notice of lntention to accelsrate maturily, nolice
of actual acceleralian of maturity, or any other notice oi any kind, or presentment, protest, notice of protest or demand of any klnd,
all of which are hereby expressly waived by Mortgagor. '
SECTION Vlil. 6ANK'S RIGHTS UPON DEFAUL7.
8:1 . Operetion of Property by Trustee. Upon the occurrence of an Event of Default, or at any time thereafter, and in addition to all other
rights herein conferred on the Trustee, the Trustee (or any person, firm or corporation deslgnated by the Tr,ustee) may, tiut 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 Mortgaged Premises consists of any type
of business enterprise, the Trustee may operate and manage such business without any liability to Mortgagor resulting therefrom
(except failure to use ordinary care in fhe operation and management of the Mortgaged Premises); and the Tn�stee 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 property to protect and/or preserve the Mortgaged Premises, and exercise every power, right
� and privilege of Morigagor wilh respect to the Mortgaged Premises. When and if the expenses of such taking of possession,
operation and management haye 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 of Trust, assigned absolutely to Bank all Rents under
any and all leases, master leases, subleases, licenses, concessions, or other agreements (whether writlen or oral or now or
hereafter in effect) which grant to lhfrd parties a possessory interest in and lo, or the right to use or occupy, all or any part of the
Mortgaged Premises, togetherwith all security and otherdeposits or payments made in connection lherewith (the "Leases") covering
all or any portion of the Mortgaged Premises. Bank, or Trustee on 8ank's behalf, may at any time, and wlthout notice, eilher in
person, by agent, or by receiver to be appointed by a court, enter and take possession of the Morlgaged Premises or any part
thereof, and in its own name, sue tor or otherwise collect the Rents. Mortgagor hereby agrees that Bank shall have the right (in its
sole discretion), upon the occu�rence of an Event of Default, to lerminate the limited Iicense granted to Mortgagor in Seclion 9:2
hereof, and thereafter direct lhe lessees under the Leases ("Lease Rent Notice") to pay direct to Bank the Rents due and to become
due under the Leases and atlorn in respect of all olher obligations thereunder direct to Bank, or Trustee an Bank's behalf, wifhout
any obligation on the pa�t of Trustee or Bank ta determine whelher an Event of Default does in fact exist or hes in (act occurred,
All Rents collected by B.ank, orTrustee acting an Bank's behalf, shall be applied as provided for iri Section IX of ihis Deed of Trust;
provided, however, ihat if the cosls, expenses, and attorneys' Fees shall exceed the amount of Rents collected, the excess�shall be
added to the Obligations, shall bear interest at the Default Rate, and shall'be immediately due and payable. The entering upo� and
taking possession of the Morigaged Premises, the collection of Rents, and the application lhereof 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 disconlinuance by Bank, or Trustee on Bank's behalf, at any lime or from time to
DEED OF TRUST, SECURITY AGREEMENT, FINANCING STATEMENT - Page 4
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time, to collect said Renis shall not tn any manner impair the subsequent enforcement by Bank, or Trustee on Bank's behalf, of the
right, power and auihority herein conferred upon it. Nothing contained herein, nor the exercise of any right; power, or authorily.herein
granled to Bank, or Trustee on Bank's behalf, shall be, or shall be construed to be, an affirmation by it of any tenancy, iease, or
oplion, nor an assumptlon of iiability under, nor the subordination of, the Ifen or charge of this Deed of Trust, to any such lenancy,
lease, or option, nor an electiom of judicial relief, iF any such relief is requested or obtained as to Leases or Rents, with respect to
the Mortgaged Premises or any collateral given by Mortgagor to Bank. In addition, from time to time Bank may elect, and notice
hereby is given to each lessee under any Lease, ta subordinate the lien of fhis Deed of Trust to any Lease by unilaterally executing
and recording an instrument of subordination, end upon such election lhe lien of this Deed ofTrust shall be subordinate to the Lease
ldentified in such i�strument of subordination; provided, however, in each instance such su6ordination will not affect or be applicable
to, and expressly excludes any lien, charge, encumbrance, security interest, claim, easemenC, restrlctlon, optlon, 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 arisen or intervened during the period between the �ecordation of this Deed of Trust and the execution of
the Lease identified in such instrument of subordination.
Judicial Pr.oceedings. Upon the occurrence of an Event of Default, or at any lime thereafter, the Trustee, in Ileu of or in addition
to exercising the power of sale hereafter given, may proceed by legal aclion to require the specific performance ol any covenant
or agreement herein conlalned or to aid in Ihe execution of any power herein granted; to have appointed a receiver pendfng any
foreclosure hereunder or any sale of lhe Mortgaged Premises; to enforce any other appropriate legal or equitable remedy; and/or
in lieu of the non-judicial power ot sale hereafter given, to proceed by suit for a foreclosure of its lien on lhe Mortgaged Premises.
In corinection with any such judicial proceeding instiluted for the purpose of foreclosfng on and selling the Mortgaged Premises,
Mortgagor agrees not to assert in the same proceeding any counterclaims Mortgagor may have against Bank.
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 lhis trust or agreement by selling lhe •
Mortgaged Premises in their entirety or in parcels, as the Trustees may elect, to the highest bidder for cash at publlc auction in lhe
following manner: Written or printed notices containing the time, place and terms of sale shall be posted al the courthouse door
of the county or counlies where the Mortgaged Premises are located for a minimum period of twenty-one (21) consecutive days prior •
to the sale. In addition, Bank shall, at least lwenty-one (21) days preceding the date of sale, serve written notice of the proposed
sale by certified mail, return receipt requested, on Mortgagor, Borrower and all ather 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 to Mortgagor and Borrower and to such debtors at the most recent address for each as shown by Bank's records,
in a post office of official depository under the care and custody of the United States Postal Service. Additionally, a copy af the
notice posted at the couhhouse door as above referenced shall be filed in the o�ce of the county clerk of each and every county
or counties where lhe Mortgaged Premises, or any pert thereof, may be located, at least twenty-one (21,) days preceding lhe date
ot sale. Thereafter, the sale shall take place at the area designated by the commissioner's court at lhe courthouse in the county
where the Mortgaged Premises are located on the firsl Tuesday in any month between the hours of 10:00 o'clock a.m. and 4:00
o'clock p.m., provided, however, if the Mortgaged Premises are loceted in more than one county, such sale may take place at the
area designated by ihe 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 Morlgagor. Sale of a part of the Mortgaged Premises will not eichaus[ the power of sale, and sales
may be made from lime to lime until all the property is sold or the Obligations are paid in full. The Trustee will have the authority
to appoint an attorney-in-fact to act as truslee 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 MoRgaged Premises, and Bank
will have the right to credit upon the amount of the bid made therefor th� 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 ihe truth and
accuracy of the matters therein stated, including, without limiting the generality of the foregoing, non-payment of the unpaid balance
oF the Obligations after ihe same have become due and payable, advertisement and conduct of such sale in the manner provided .
herein, and appoinlment 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 instniment.
C. Recelpt 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 lhefr purchase money; and such purchaser or purchasers
will not, afte� 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 ar sales of the Mortgaged Premises will operate to divest all right, title, interest, claim and demand
whatsoever either at law or in equity, of Morigagor in and to the premises and the property sold, and will be a perpetual bar, both
at law and in equity, against Mortgagor, Morigagor's successors or assigns, and against any and all persons claiming or who shall
thereafter claim all ar any of the property sold from, through or under Mortgagor, or Mortgagor's successors or assigns.
Nevertheless, if requestetl by the Trustes so to do, Mortgagor shall join in the execution and delivery of all proper conveyances,
assignments and transfers of the properties so sold. The purchaser or purchasers at the foreclosure sale will receive, as incfdent
to his, her, its or their ownership, immediate possession of the property purchased; and MoRgagor agrees that if Mortgagor, or any
person claiming under MoRgagor, whether tenant or othervuise, retains possession of the Mortgaged Premises, or any parl lhereof,
subsequent to such sale, Mortgagor will be considered a tenanl af sufferance of the purchaser or purchasers and will, if Mortgagor
remains in possession aker demand to remove, be guilty of forcible detainer and will be subJect to eviction and removal, forcible
or othervvise, with or without process of law, and all damages by reason thereof are hereby expressly waived. All rental or lease
agreemenl hereafter entered into by Mortgagor in connection with the Mortgaged Premises shall be expressly made sub)ect to Ihis
provision. .
E. Application of Proceeds. The proceeds of any sale of the Mortgaged Premises or any part thereof, whether under the power
of sale herein granted and conferred or by .virtue of judicial proceedings, will be applied as follows; FIRST - To lhe payment of all
expenses 'incurred by the Trustee in the performance of his duties fncluding, without limiting the generality of the 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, advertising or conveyance thereof; SECOND - To lhe payment of lhe Obligations (including '
attorneys' fees as therein provided); and THIRD - Any surplus lhereafter remaining will be paid to Morlgagor or Morlgagor's
successors or assigns, as iheir interest may appear.
F. Waiver of Appraisement, Laws. Mortgagor and Borrower waive the benefit of all laws now existing or hereafter enacted
Providing ior (1) any appraisement before sale o( 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 Obligatfons (commonly known as Stay laws and Redemption laws); and Mortgagor
and Borrower hereby agree and conlract that the laws of the State of Texas, save as above excepted, now in force relative to the
coilection of the 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 olher good and valuable consideratfon, fncluding the inde6tedness evidenced by lhe
Obligations, the receipt and sufficiency oF 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 Obligations, subject only to the License (herein
defined), it being the intention of Mortgagor and Bank lhat this conveyance be presently and immediately effective; TO HAVE AND
TO HOLD the Rents unto 6ank, forever, and Mortgagor does hereby bind itself, it successors, and assigns lo warrant and (orever
defend the title to the Renls unto Bank against every person whomsoever lawfully claiming or to claim the same or any part thereoF;
provided, however, that if Mortgagor shall pay or ceuse to be paid the Obligations and when same shall become due and payable
DEED OF�TRUST, SECURITY AGREEMENT, F�NANCiNG STATEMENT—Page 5 /f
Ray. 7-26-02 � Bo?rowers Inllials
and shall perform and discharge or cause to be performed and discharged lhe Obligations on or before the date same are to be �
performed and discharged, ihen this assignment shall terminate and be oF no fuRher force and effect, and all righls, titles, and
� interests conveyed pursuant to this assignment shall become vested in Morigagor without the necessity of any further acl or •
requirement by Morigagor, Truslee, or Bank. .
9:2 Limited License. Bank hereby grants to Mortgagor a limited license (the "License") subJect to termination of the License and the
other terms and provisions of Section 8:2 hereof, lo exercise and enjoy all incidences of the status of a lessor with respect lo the
Rents, including without limitation, the right to coliect, demand, sue for, attach, levy, recover, and receive ihe Rents, and to give
proper receipts, releases, and acquittances therefor. Mortgagor hereby agrees to receive all Rents and hold ihe same as a trust
(und to be applied, and to apply the Rents so collected, first lo the payment, performance, and discharge of the Obllgations, and
�exf to the payment of all cosis and expenses related to the ownership, operation, management, repair, and leasing of the
Mortgaged Premises, including, wilhout limitation, ground lease payments, costs and expenses associated with the operation of . �
any garage associated with and constituting a paR of the Mortgaged Premises, insurance charges and premiums for coverages '
related to the Mortgaged Premises, impositions, the costs of prevention of waste, ordinary repairs, maintenance, environmenlal
audits, property management, security, normal fees paid to accountants, reasonable marketing and promolional expenses,
reasonable legal'expenses, the costs and expenses of all obligation� under the Leases, and all costs related •to compliance with
laws, Ibcal ordinances, stafutes, rules, and regulations. Thereafler, Mortgagor may use the balance of Ihe Renis collected in any
manner not inconsislent with the promissory notes referenced in Section 1:2, lhis Deed of Trust, the Guaranty, if any, and any and
all other documents now or hereafter executed by Mortgagor, Guarantor, or any otherperson or party in connection with the loan
evidenced by the promissory notes referenced in Section 1:2 and other Obligatlons referenced therein, or in connectlon with the
payment, performance and discharge of any of the Obligations (collectively the "Loan Documents"). Neither this Assignmenl nor •
the receipt of Rents by Bank shell effect a Qro tanto payment of the Indebtedness evidenced by, or arising under the Obligations,
and such Renls shall be applied as provided in this Section 92. Furthermore, and notwiihstanding the provisions of this Seclio�
9:2, no credit shall be given by 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.l.ease Rent Nottce. 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 thereafter accruing, and the receipl oF Rents
by Bank shatl be a rel.ease ot such lessee to [he extent of all amounts so paid. The receipt by a lessee under the Leases of a Lease
Rent Notice shall be su�cient authorization for such lessee to make all future payments of Rents directly to Bank and each such
lessee shall be entilled to rely on such Lease Rent Nolice and shall have no liability to Mortgagor for any Renis paid to Bank after
receipl of such Lease Rent Notice. Rents so received by Bank for any period prior to foreclosure under thls Deed of Trust or
acceptarice of a deed In lieu of such foreclosure shall be applied by Bank to the payment of the following (in such order and p�iority
as Bank shall determine): (a) all expenses as set forth in Section 9:2; and all expenses incident to taking and retaining possessio�
of the Mortgaged Premises and7or collecting Rent as it becomes due and payable; and (b) the Obligations. In no event will this
Section IX reduce the Obligatio�s excepl lo lhe extenl, if any, that Rents are actually received by Bank and applied upon or after
said receipt to such Obligations in accordance with the preceding sentence. Without impairing its rights hereunder, Bank may, at
�Ils option, at any time and from time io time, release lo Mortgagor, Rents so received by Bank or any part thereof. As between
Mortgagor and Bank, and any person claiming lhrough or under Mortgagor, other than any lessee under the Leases who has not
received a Lease Rent Notice, this Assignment oF Renls is intended to be absolute, unconditional and presently effeclive (and not
an assignment for additional securitya, and the lease Rent Notice hereof is intended salely for the benefit oF each such lessee and
shall never inure to the benefit of Mortgagor or any person claiming through or under MoRgagor; 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 HEREUN�ER, AND MORTGAGOR HEREBY INDEMNIFIES AND
AGREES TO HOLD FREE AND HARMLESS EACH LESSEE FROM AND AGAINST ALL LIABILITY, COST, DAMAGE OR
EXPENSE SUFFERED OR INCURRED BY SUCH LESSEE 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 Collectlon of Rent. At any time during which Mortgagor is receiving Rents directiy 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 o�
more Leases, as directed by Bank, as ft 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 MoRgagor is not receiving Rents directly from lessees under the Leases, Bank
shall have the right (but shall be under no duty) lo 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. MISCELLANEOUS.
10:1 INDEMNITY, MORTGAGOR SHALL INDEMNIFY, DEFEND, PROTEGT AND HOLD HARMlESS BANK ANQ TRUSTEE, THEIR
RESPECTIVE PARENTS, SUBSIDIARIES, DIREGTORS, OFFICERS, EMPLOYEES, REPRESENTATIVES, AGENTS,
9UCCESSORS, AND ASSIGNS FROM AND AGAINST ANY AND ALL LIABILI7Y, DAMAGE, LOSS, COS7, OR EXPENSE '
(INCLUDING, WITHOUT LIMITATION, ATTORNEYS' FEES AND EXPENSES), ACTION, PROCEEDING, CLAIM OR DISPUTE
INCURRED OR SUFFERED BY THE FOREGOING PARTIES 50 INOEMNIFIED WHETHER OR NOT AS THE RESULT OF THE '
' NEGLIGENCE OF ANY PARTY 50INDEMNIFIED, WHETHEFt VOLUNTARILY OR INVOLUNTARILY INCURRED OR SUFFEREO,
• IN RESPECT OF THE FOLLOWING:
� A. ANY LIT►GATION CONCERNING THIS DEED OF TRUST, THE OTHER LOAN DOCUMENTS OR TNE MORTGAGED
PREMISES, OR ANY INTEREST OF MORTGAGOR OR BANK THEREIN, OR THE RIGHT OF OCCUPANCY THEREOF 6Y
MORTGAGOR OR BANK, YVHETHER OR NOT ANY SUCH LITIGATION IS PROSECUTED 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, OFPICERS, DIRECTORS, SHAREHOLDERS, MEMBERS OR MANAGERS OF ,
MORTGAGOR IF MORTGAGOR IS A CORPORATION OR LIMITED LIA8ILITY COMPANY, OR AMONG OR BETWEEN ANY
MEMBERS, TRUSTEES OR OTHER RESPONSIBLE PARTIES IF MORTGAGOR IS AN ASSOCIATION, TRUST OR OTHER •
ENTITY;
, C. ANY ACTION TAKEN OR NOTTAKEN BY BANK OR TRUSTEE WHICH IS ALLOWED OR PERMITTED UNDER THIS DEED
OF TRUST OR ANY OF THE OTHER IOAN DOCUMENTS RELATING TO MORTGAGOR, THE MORTGAGED PREMISES, ANY
CONSTITUENT PARTIES OR OTHERWISE IN CONNECTION WITH THE LOAN DOCUMENTS, INCLU�ING WITHOUT
LIMITATION, THE PROTECTION OR ENFORCEMENT OF ANY LIEN, SECURITY INTEREST OR OTHER RIGHT, REMEDY 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 OF TRUST OR THE
OTHER LOAN DOCUMEN7S, WHETHER OR NQT SUCM ACTION IS PROSECUTED TO A FINAL, NQN-APPEALABLE
JUDGMEN7;AND
E. ANY AND ALL LOSS, DAMAGE, COS75, EXPENSE, ACTION, CAUSES OF ACTION, OR LIABILITY (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, WHETHE1t KNOWN OR UNKNOWN AT THE TIME OF THE EXECUTION HEREOF,
INCLUDING WITHOUT LIMITATION (1) ALL FORESEEABLE CONSEQUENTIAL DAMAGES OF ANY SUCH�GENERATION,
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MANUFACTURE, PRODUCTION, STORAGE, RELEASE,THREATENEDRELEASE, DISCHARGE, DISPOSAL, ORPRESENCE,
AND (ii) THE COSTS OF ANY REQUIRED OR NECESSARY ENVIRONMENTAL INVESTIGATION OR MONITORING, ANY
REPAIR, CLEANUP, OR DETOXIFICATION OF THE MORTGAGED PFtEMISES, AND THE PREPARATION AND
IMPLEMENTATION OF ANY CLOSURE, REMEDIAL, OR OTHER REQUIRED PLANS.
BANK ANDIOR TRUSTEE MAY EMPLOY AN ATTORNEY OR ATTORNEYS TO PROTEST OR ENFORCE ITS RIGHTS,
REMEDIES AND RECOURSES UNDER THIS DEED OF TRUST AND TME OTHER LOAN OOCUMENTS EXECUTED IN
CONNECTION THEREWITM, AND TO ADVISE AND DEFEND BANK AND/OR TRUSTEE WITH RESPECT TO ANY SUCH
ACTIONS AND OTHER MATTERS. MORTGAGOR SHALL REIMBURSE BANK ANDIOR TRUSTEE FQR TMEIR RESPECTIVE
ATTORNEYS' FEES AND EXPENSES (INCLUDING EXPENSES AND COS7S FOR EXPERTS) IMMEDIA7ELY UPON RECEIPT
OP A WRITTEN DEMAND 7HEREFOR, WHETHER ON A MONTHLY OR OTHER TIME INTERVAL, AND WHETHER OR NOT
AN ACTION IS ACTUALLY COMMENCED OR CONCLUDED. ALL OTHER REIMBURSEMENT AND INDEMNITY 08LIGATIONS
HEREUNDER SHALL BECOME DUE AND PAYABLE WHEN ACTUALLY INCURRED BY BANK ANDlOR TRUSTEE. ANY
PAYMENTS NOT MADE WITHIN FIVE (5) DAYS AFTER WRITTEN DEMAND THEREF.OR SHALL BEAR INTEREST AT THE
DEFAULT RATE FROM THE DATE OF SUCH DEMAND UNTIL FULLY PAID. THE PROVISIONS OF THIS SECTION 10:1 SHALL
SURVIVE REPAYMENT ANO PERFORMANCE OF THE 08LIGATIONS, THE RELEASE OF THE LIEN OF THIS DEED OF
TRUST, ANY FORECLOSURE (OR ACTION IN LIEU OF FORECLOSURE), THE TRANSFER BY MORTGAGOR OFANY OR ALL
OF ITS RIGHT, TITLE' AND INTEREST IN OR TO THE PROPERTY AND THE EXERCISE BY BANK OF ANY AND ALL
REMEDIES SET FORTH HEREIN OR IN THE LOAN DOCUMENTS.
Subrogation. Ii any or all of the proceeds of the promissory notes referenced in Section 1.2 have been used to exlinguish, renew
or extend any indebledness heretofore exist(ng against the Mortgaged Premises, then, to the extent of such funds so used, Bank
shall be subrogated to all of the rights, claims, liens, titles, and interest existing against the Mortgaged Premises heretofore held
by, or in favor of, ihe holder of such indebtedness, and such former rights, clafms, liens, titles, and interest, if any, are nol waived
but rather are continued in full 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 Subrogatian 6y Mortgagor. Mortgagor hereby waives any and all right to claim, recover, or subrogation that arises or
may arise in its favor and agalnst Bank or its officers, directors, employees, agents, attorneys, or representatives hereto for any and
all loss of, or damage to, Mortgagor, the Mortgaged Premises, Mortgagors property, or the property of others under MoRgagors
control from any cause insured against or required lo be insured against by the provisions of lhe Loan Documenls. Said waiver shall
be in addition to, and not in limitation or derogalion of, any other waiver 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 otherwise) to an insurance company (or any other person), Mortgagor hereby agrees to immedlalely
give lo each insurance company which has issued to it any such insurance policy whethe� or not it is requi�ed to be insured against
by the provisions of the Loan Documents written notice of the terms of said waivers, and to have said Insurance policies properly
endorsed, if necessary, to prevenl 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 wilhout 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 olher (ormaHty Ihan an appointment and designation in writing. Such appointment and designatio� will
be full evidence of ihe right and authority to make lhe same and of all tacts therein recited, and upon the making of any such
appointment and designation, this conveyance will rest in the named successorTrustee 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 antl duties
hereby conferred upon the Trustee. All reFerences in thls instrument to the Trustee will be deemed to refer to the Trustee andlor
any successor Trustee from time to time acting hereunder.
Advances by eank or the Trustee. Each and every covenant herein contained shall be performed and kept by MoRgagor solely
at Mortgagors expense. If Mortgagor fails to perform or keep any of the covenants of whatsoever kind or nature contafned in this
instrument, 8ank, or the Trustee or any receiver appointed hereunder, may, but will not be obligated to, make advances to perform
the same in the Mortgagor's behalf, and Mortgagorhereby agrees to repay such sums and any attorneys' fees incurred iri connection
therewllh upon dernand plus Interest at Ihe rate of ten percent (10%) per annum. This amount will be in addition to any sum of
money which may, pursuani to the terms and conditions of any writien instruments comprising part or all of ihe Obiigations, be due
and owing apart from the principal and inlerest thereon. No such advance will be deemed to relieve Morlgagor from any default
hereunder. . '
Defense of Clalms. Mortgagor shall promptly notify Bank in writing of the commencement of any legal proceedings affecting Bank's
interest in the MoRgaged Premises, or any part thereof, and shall take such action, employing atlorneys agreeable to Bank, as may
be necessary to preserve MoRgagor's and Bank's rights affected thereby. Should MoAgagor fail or refuse io take any such action,
Bank may take such action on behalf of and in the name of the MoRgagor and at Mortgagors ezpense. Moreover, Bank may take
such independent action in connection lherewith as (n 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 percent (10%) per annum.
Terminatlon. If all the Obligations are peid in full and the covenants herein contained are well and truly performed, then the
Mortgaged f'remises will revert lo Mortgagor and the enlire estate, right, title and interest of the Trustee and Bank will ihereupon
cease; and the Trustee in such case shall, upon the request of Mortgagor and al Mortgagors cost and expense, deliver to Mortgagor
prior instruments acknowledging satisfaction 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 time, amendments may be made to agreements relating to any part of such written insln�ments
or the Mortgaged Premises, and Bank may take or hold other securiry For the Obligations without notice to or consent of Mortgagoc.
The Trustee or Bank may resorl first lo such othersecurity or any part thereof, or first to the security herein given or any part thereof,
or from time to time to either or bolh, even to the partial or complete abandonment of either security, and such action will nol be a
waiver of any rights conferred by this instrument. Ail amendments to and modifications of this instrument must be in writing signed
by 8ank.
instrument as Assignment, Etc. This instrument will be deemed to be and may be enforced from time to time as an assignment,
chattel mortgage, contract, deed of trust, financing statement, real estate mortgage, or securlty agreement, and from time to time
as any one or more thereof if appropriate under applicable state law.
Llmitation on Interest. No provision of this instrument or of the written instruments constituting part or all of the Obligations will
require the payment of or permit the collection of interest in excess of the maximum lawful rate orwhich is othenvise 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 MoRgagor nor Borrower will be obligated to pay such excess; however, if Mortgagor or
Borrower has already paid such excess, any such paid excess shali be credited as a payment of principal on the Obligations to which
such excess interest.relaies, or, if appticable, such excess interest shall be refunded [o MoRgagor or Borrower, as the case may
be, .
Unenforceabie or Inappiicable Provisions. I( any provision hereof or any of the written instruments constiluting part or all of the
Obligalions is invalid or unenforceable, the other provisions hereof or of said written instruments will remain in full force and eHect,
and the remaining pravisions hereof will be Iiberally construed in favor of the 7rustee and Bank in order to carry out ihe provisions
hereof. If the lien or other encumbrances created by this instrument are invalid or unenforceable as to any part of the Obligations,
or if the liens or other encumbrances are invalid or unenforceable as to any paR 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 lhe Obflgations, and ail 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 �
�/ � �
Borr6wers Initials
action or procedure, shall be considered to have been first paid on and applied to ihe full payment of that poriion of lhe 0611gations
which is not secured or fully secured by the liens or olher encumbrances created by this instrument.
10:12 Rights Cumulative. Each and every right, power and remedy herein given to the Tru�tee or Bank will tie 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 oNen and iri such oider as may be deemed expedient by the Truslee, or Bank, as lhe case may be, and
the exercise, or the beginning of the exercise, of any such right, power or remedy will not be deemed a waiver of the righl to exercise,
at the same time or lhereafler, any other righl, power or remedy, No delay or omission by the Trustee or by Bank in ihe exercise
of any right , power or rerrtiedy will Impair any such righl, power or remedy or operate as a waiver thereof or of eny other right, power
or remedy then or thereaqer exisling.
10:13 Waiver. Any and all covenanls tn this fnstrument may from time to dme by instrument in writing signed. by Bank be waived lo such
extent and in such manner as Ba�k may desire, but no such waiver wlll ever affect or impair Bank's rights hereunder except to ihe
extant specifically sPated in such written inst�ument. Acceptance by Bank of any payment in an amount less than thaY portion of ihe
Obligalion then due and owing shall be deemed an acoeptance on account only and not a waiver; and the failure to pay the enNre
amount then due shall conlinue to be an Event of Default.
10:14 Joint and Several Uability. The term "Mortgagor" as used in this fnstrument will be construed as singular or plural to correspond
with the number of persons executing this instrument es Mortgagor. If more than one person executes this inslrument as Mortgagor,
his, her, their, or its duties and liabilities under this instrument will be joint and several..
10:15 Section and Paragraph Headings. Section and paragraph headings are used in this instrument for convenience only and shall
be given no substantive meaning or significance whatsoever in the constructfon and interpretation of the terms and provisions herein
conlained.
10:16 Rights of Assignee. The terms "Bank," "Mortgagor" and "Borrower" as used in this fnstrument include the heirs, executors or
-administrators, successors, representatives, receiver, trustee and assigns of those parties. This instrument is binding upon the
Mortgagor, his, her or their heirs and legal representatives, and Mo�tgagor's successors and assigns, and will Inure to the benefit
o( the Trustee.and the Trustee's successors and Bank and its successors and assigns. It is understood and agreed between the
parties hereto that Bank may assign any part or all of the Obligations and this instrument to a third party who shall become enlitled
to all rights and benefits given herein lo Bank.
'10':17 Place of PerFormance. Tiie 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. ADpITIONAL PRaVISIQNS.
(In the event of a conflict belween 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 Add(tional Provisions shall be paramount and control
unless othenvise specifically provided therein.) '
SECTION XII. EnHre Agreement; Amendmertt.
THIS DEED OF TRUST AND 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, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS
OR DISCUSSIONS OF 1'HE PARTIES HERETO. THERE ARE NO ORAL AGREEMENTS AM.ONG TME PARTIES HERETO. The
provisions hereof and the other 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, 2D02.
NOTICE OF INDEMNIFICATION:
MOR7GAGOR HEREBY ACKNOWLEDGES AND
AGREES THAT 7HI5 DEED OF 7RUST CON7AINS CER7AIN
INDEMNIFICATION PROVISIONS
(INCLUDING, WITHOUT LIMI7ATION, 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:
�
DON E. HANSEN
Address: 4000 North Main Street
Fort Worth, Texas 76106
Address oF the Truslee and Bank: 3851 NE Loop 820
For1 Worth, TX 76137
TYPE OF COLLA7ERAL: Real Estate, Fixtures and Improvements
DEED 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 acknowledged befqre me on the day of
. • ' . of
, a , on behalf of said
Notary Public, 5tate of Texas
51NGLE OR JOINT ACKNOWLEDGMENT
,20 ,by
. THE STATE OF T�XAS § '
. § .
COUNTY OF. TARRANT § '
, This instrument was acknowledged before me on lhe �� day of December, 2002, by DON E. HANSEN,
�
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No�ary Public, State of s�
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, AFTER RECORDING; RETURN TO: �
Summit Bank, N.A.
Real Estate Department
3551 NE Loop 820
Fort Wortti, TY 76137
DEED OF TRUST, SECURITY AGREEMENT, FINANCING STATEMENT — Page 9
Rev. 7-26-02
Borrower's Initlals
. . � 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 .
1732J . T-Hanger 8180 � .
17322 Hangers & 181
17327 ' lOS Location 9S 8938
17325 9S Location 8S 11967 °�
Transit Fuel Agreement g779
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� t702�T HAI1S EN LEAS E"A►,
I�iEACHAM FIELD
FORT 470R1`�i MUNiCZPAL AZRPQRT
A tract of l�aad out of•'the James WaLlace Survey being out cf ��racta canveyed �
to the Gity of FO'1'C G.Tdi �h by deeds recozded in Volume 1080, Page 413 , and
Volume 1050, Page 553, Deed Records� Tarrant County, Texas� and also being
a portion of the ForC.Worth Muna:cipal A�irport, Meacham Field, more particula�ly
described using the Texas co-ardinate syst�sn, North Centzal zane� co-ordfnatea�
and bearinga as follow: •
Beginning at a painC far the Boutknaest carner of eaid lease, the ca-ord�nates�
af said point are X� 2,043,999.72, Y- 4].7,Q13.17; ,
Thence: North 2 degrees 50 mi.nutes 26 ,seconda eaB�C 518.7 feet to a point for .
the.northweat corner af said lease;
Thence; South 87 degreea 09 minutes •34 eecond.� �as� 360.0 feet to the ,beginning �:
of a curve to the .r�ght���the center of which,bears aouth 2.degreea 50 minutes ..
�2fi seconda weat a r�diva diatance ot 40.4 feet; . "
. Thence: South�ater.ly along said curve to the right an are distance of �b2,83 '
�feet.to a goint; . .
'i'iience: South 2 degrees 50 minutes 26 aeconda west 478.7 feet to a poi.nC ,tor ,
the aoutheast cornez of said lease;. . �
Thence ; �dorth 87 degrees 09 vuinutes 34 s econds wes C 400.0 f eet tn the place
of beginning and cantaining 207,135,64 square'feet of land, more or less.
. � � ,7
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_ . _ ..; ., . ______--
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� FIELD NO'P�:S � •
. FOR �
MEACHAM FIELD L�ASE
CITY SECR�TARY CONTRACT NO. 8181
A tract of land ot�t oF .the ,7amea Wallace Survey being out of the -
tra.cts con��eyed to tlie Ci:y o€ Fort Wortlz by deeds recorded in
'Volume 1080, Page: h13, and Volume 1050•, Page 553� Oeed Recor�]a,
7'arrant County, Texas;. and a190 being a pdrtion of Fort Wortli �
. Municipal Airport, Meact►am Field, more particular•ly described using
the Texas co-ordinate system, Nortr Central zone, co-ordinatee and
bearings as follows: �
t3EGIN�IINC at a paint for �the southwest corner of said lease, the
co-ordinatts oE said point k,eing X= 2,044,459.63, Y� 417,204.29;
THENCE: North 2 degrees .50 minutes 26 secands east 378.0 feet to the
beginning of a curve to'the right the center of which bears south 87
" degrees 09 minutes 34 seconds eas�t a radius distance of 90.O.feet;
TH�NCE: Nort]�easterly.along said curve to the right an arc distance,
of 62.83 fe�t to a point in the north line o�f saia lease; .�
TIiENC£: South 87�8egree,s 09 minutes 34 secands east 350.0 feet.to a
. point for the northeast corner oE lease;
THLNCE: Soutl� 2 degree9 50 minutes 26 aeconds west 418.0 feet to a
point Eor the southeast corner of lease; �
TIjENCE: North 1��7 degrees D9 � rriinutes 34 seconds west 390.0 feet to
the place of beginning and containing .162,G75.69�square feet of
land, mo're or less. •
1
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A tcacc uC l;uid ouc �( tl�e J,�mcs Wallnce Suxvzy, beinp a par.t of � tir,�ct c�mveycJ
�o tliu Gity ot Furt Wortli by deed recorJcd in Vo.lumc 1112, !'aga 574, I)ectd lietords,
:arrant C,ounty, Texas, nncl A,L6D beinR•a p�rtion of rort Wotich Mi�nicipal Airporc,
M,eacham field, mare p�rticulnrlY described using the Texas Coordinate 5ystem, Nerth
Central Zone, coordinates ai�d bearinps as follows: •
CUPIAl1:N(:li :il n po1nC i�� lh��: ve,c l.tne oC Nor[li N:iLn Slrcal' :ui�l ll« u�,ri.h Ll�u�. uf ]ACI� •
Strect, caicl pnint h.ein� �ncl'ea�terly SL cornerof Plcacl�nm Fi�7d, "filliNC1:: Nortl� no
degrees 28 minuces 79 seconds east 884.b feet and�north 89 de�rees 31 minutes 21
saconds�vesC'S40.0 Feet Ge a"+" cu[ in concrete Eor [he point�c,f beP,,inninq, said
poinc UeinF the southc�sc r.nrnr.r of Lcatic Sitc Nn. 10, the coordina�es of s�id�•
1>eginning poin� are: X=2,045,15G.41, Y=417,&�1.05;
T11rNCL: 5ou�h no dc�rces 2R minutes �9 secrinds vest 198.15 feeC for tlie souclieast
corner of [I�e herein descrihed Lease Site No. 9; ,
TIIFNCIi: NortYi 89 de�rees �1 minutes 21 seconds.des[ 180.D feec for tl�e soutlivest
�orner of Lease Si[e No. 9; ,. �
TFIENCF.:' North no de�tees 28 mioutes 39 seconds eas[ 1�.45 fee[ to,the be�innin�
of a �urve to the leFC, [he cen[er�of vhicli bears.norCh 89 degr.ees 31 minutes 21
seco�ids vesC a radius dist�nce oE 114.Q feeC;
T}iENCL: NorChvesterly along said curye co the left an arcdistance of 128.21 feet •
to � point of cangent: � '
TNENCL: Noreii 41 degrees 4C, minutes 21 seconrls +rest 22.54 feet to a 1/2" iroa pin
at the most sou�l�erly cotner of Lease Sice No. 10;
TflGNCE: North �8 JeRtees 15 minuaes 39 se�onds east alonR'the sou[her�y line of
Lease 51te No. 10, 81.39 fee[,to an angle point in said soucherly line;
THENCE: 5outh 89 deSrees 3l minu[es Z1 seconds eas[ concinuinF al�nr �he,sau[herly. .
].ine of Lease 5ite No, lU,�l.Fi0:0 feet to [he place of beginning and containing
39,959.3 square feet of land more or less. • ,
AND ALSO THE FQLLOIJINC: Lease 5ite No. 10 • ``—�"' , ' .
A tr�ct of l�nd nut nE Cl+e .lames W:i).lace Survey being out of � Crricc nf: land conveyed
to tlw CiCy of For� 1Jorih by deed recorded in Voiume 1112, P��y;a 574, Aeecl icecords,
'iaTr�nC County, Texas; and h1�o bein� a porCion o[ Tort WorCli Alunicipal Airpore,
Meachnm Field, more p�rEiculnr7y described usin� [he Texas Coordinate System, North --
Ccatral 2one, coordinatcs ancl�bcarings as follnws: .
COPRIGNCf•. a[ a pnint in tl�e north line nf �Sth 5treet and tlie vest line of Nnrth
t1.�in St•rect, said poin[ olcu. heing nn easLcrl.y sou,tlienst cnrncr oC Mcacl�nm l�i.elcl,
thenc.c: Nocth �zo dc�rcec 2.y n�iiti�sces 39 5CCD11CI5 enst 1076.f32 fcec �nd nc�rti� 80 de�;rces
• l.2 min�ites' 21 seconds w�:s� Sh7.22 feet Eor tl�e noril�easc ,nd hc�;innin�; puinc nF Lease
Site 10, the.caardin�tes of said beginning poinc are X=2,04'S,158.�4,.�Y=418,117.00;
T11L•NCE: Sou[It no degrees 28 minutes 39 seconds west 280.0 feeC to a�poin[;
TlIENCL: NotCh 89 deFtees 31 minntes 21 seconds �es[ 180.� feec to a point;'
TNENCE: 5outh 48 degrees 15 minutes 39 seconds West 81.39 fee� to a point;
T4F.��CC: Nor[h 41'degrees 44 minu�es 21 seconds west 57.23 feet to the most southerly
corner of l.ease Si[e No. 11; �
T1ILNCL: Nartli �8 deFrees 15 minutes 39 seconds east along tltie eastetly line of t.ease.
Site No, 11, 37.D8 feet to a poinC; . • � •
T14CNCL: Nar[h 1 derrce 19 minul•es 79 seconds eas[ con[inuing ditli thc ens[ line of
• I.ense 5i[c No, 11, 30).9 fcet eo elic northcas� �ornci oi ].c�sc Siec Nu. �71;
TIIIiNCIi: So�iLli 8f1 �e�recs 12 ml.nu[es 21 Secnnds east 25Q.0 feec to the placc of beginning
and conLaininx 77,771.92 squnre fect of land more oc lc,ss.
, , i ., •
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'_ _ _ '__'"'_" _-__
I}�..war.e<-......,�.... . ..�.._.�...... ��.._�v.ii�r. . -" . _� - _.�..J.=� �� _ _ . �� . . ... '
ASSIGNMENT OF LEASES AND RENTALS
THE STATE OF. TEXAS §
§ KNOW ALL MEN BY THESE PRESENTS:
COUNTY OF TARRANT § � '
This Assignment of Leases and Rentals from DON E. HANSEN (hereinafter called
"Borrower"), to SUMMIT,BANI{, 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", attacherl hareto
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 a[ 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 hereina$er collectively referred to as the "Premises' ; all as.
more fu11y set out in the Deed of Trust, to which reference is hereby made for a further description
of the Premises, for the purposes of securing the payment of a Real Estate Lien Note of even date
herewith in the principal sum of $375,000.00, executed by Borrower and payable to the order of
Lender, including all renewals and extensions thereof, and all other debts of 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 sek out and described in the 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 �1VD NO/100
DOLLARS ($10.00) and other good and valuable consideration to the Borrower 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 amendmenfs thereto, executed by or inuring to the benefit of Borrower, covering all
or any portion of the Premises (hereinafter collectively called the "Leases"), and (ii). all rents,
revenues, issues, profits, proceeds and benefi,ts now due or to hereafter become due and derived
frorn the Prernises, inclnding, 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. '
This Assignment is made and accepted subject to the following terms and conditions:
(1) So long as no 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 of Trust, Borrower may collect and retain the currently accruing rents,
revenues, profits and incom� 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 even[, however, if the indebtedness is not paid at maturity, hbwsoever such
maturity may be brought about, or if default is made in the keeping or performance
of any of the Borrower's covenants and obligations under fhe 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
Indebtedness remains unpaid or until the foreclosure of the lieri of the Deed of
Trust, � applying so much thereof as may be collected prior to the sale of the
property under foreclosure, first to the ordinary and necessary expense incident to
such •possession, cqntrol and collection, . and second, the payment of the.
Indebtedness, irrespective ofwhether khen mature, paying the balance, if any, to the
Borrower. Borrower agrees that the ordinary and necessary expenses incident to
such possession, control and collection shall include, without limi4ation, reasqnable
costs of management, repair and upkeep of the Premises, including the purchase of
, such additional equipmen[ 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, assessments, premiums fOr public liability
, insurance, and insurance premiums payable by Borrower as provided' in the Deed
of Trust, all to the extent required of the Borrower under the Leases. .No credit
shall be given by Lender for any sum or sums received from the rents, issues,
profits and, proceeds from the Leases and from the Premises until the money
representing the same is actually received in cash at Lender's office. in Fort Worth,
Texas, and no credit shall be given for any uncol�lected rents or other uncollected
amounts, nor shall any credit be given upon the Indebtedness after the Lender shall
have obtained possession of the Premises through forecYosure under order of sale
or by operation of law or by Trustee's sale. �
In the event Borrower shall receive any rents, revenues, profits or lncome except
to the extent permitted under paragraph (.I ) heieof, Borrower will hold the same in
trust for the Lender and will not commingle same with other moneys or properties
of the Borrower and will promptly deliver the same to Lender to be held and
applied by Lender upon the Indebtedness in accordance with the terrns hereof.
(3) Upon defaitlt, as described in paragcaph 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
irrevocable authority on the Borrower's behalf to manage the Premises and to do
all necessary acts relating to such management.' The Lender shall, have the sole
control of such agents and employees whose remuneration shall be paid out of the
rents,. issues, profits and proceeds as hereinabove provided, at the rate of
compensation then prevailing in Tairant 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' khe
Trustee or any successor or substitute trustee under the Deed of Trust to the Trustee
or any successor or substitute trustee under the Deed of Trust or to the Lender
under the Deed of Trust. The collection and application of the rents, issues, profits
and proceeds of the Leases to the Indebtedness or as otherwise above provided
2 af4 Pagn
shall not constitute a waiver af any default which might at the time of application ,
or thereafter exist under the Deed of Trust, and the Indebtedness or any part thereof .
secured by 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 rapresents a true and correct copy of the form of instrument
heretofore used and hereafter to be used in connection with future leases, that no
rents have been prepaid on the Leases except for cu=rent 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 theret�nder. Bocrower 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 contained 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 respect to any
obligation or default under any Lease. Borrower agrees that che Lender does npt
in any way assume or agree to perform the obligations of Borrower under the
Leases or to become in any way liable under the obligations contained in any of the
Leases. Further, Lender shall never be obligated to complete consti�uction of any
improvements on the Premises.
(6) Borrower further warrants and represents that the Leases and the rentals thereunder
have not been assigned, hypothecated or pledged.
(7) Upon request of Lender, Borrower agrees to fumish to: Lender true and conect
copies of photostatic copies of all Leases hereafter entered into by the Borrower
upon any part or all of the Premises.
(8) This Assignment shall be.binding upon Borrower and Borrower's successors and
assigns, and shall inure to the benefit of Lender and its successors and assigns as
the holder and owner of the Indebtedness. '
(9) Upon the payment in full of the Indebtedness, as evidenced by the recording of an
instrument of fitll release of the lien of the Deed of Trust, this Assignment shall
become void and of no further force or effect.
EXECUTED this l lth day of December, 2Q02, BUT TO BE EFFEC;TNE THE 20TH
DAY OF DECENIBER, 2002.
B ORRO WER:
���ti�����
DON E. �SEN. � �
3 of 4 Paga
THE,S�'ATE OF TEXAS § • ' .
§
COUNTY OF T�tRANT §
The foregoing instrument was acknowledged before n the � day of
' December, 2002, by DON E. HANSEN. � � �
�l, G9 ��ACJ[��` ��
' """"""""� NOT YPUBLIC,ST E�F'TBXAS
,,.; .... ., ..� ..., . .
� �. - • ". �pt� ���� PRINTED NAME OF NOTARY
_ , ���y� STA'T� 4F TEXAS �
�n�w��� MyFr;m, E:x�. 9C/.^.5/2Ua4 .
•..�- -- ..� .
MY CONIMISSION EXPIRES: '�//1�''r�� DAV�p gpILIrF�
• t/�1* ���Y Puhllc
' ' ' ,�\b�J� aT�1i'E 4F TEXAS
' ' . ��S �fY Ctiwtr. Exp. 70/25/2QOG,
.. , ..,. .... - ,. .... .,.,,..,>
� • . .
� af 4 Pagn
, � . . : Exhibit A � .
A summary of the contracts, and amendments thereto be4ween you company and the City of Fort
Worth are as follows: � � . � � , .
City of Secretary , To Amend City Secreta .ry -� �
Coritr�ct Number Contract Numbec
� 17321 T-Hanger 8180 , .
: 173�22 Hangers 8181 , .
i7327 lOS Location 9S 8938 .�
� 17325 9S Location 85 11967 . . � '
' Transit Fuel Agreement . 9779 , �
. � . �
i
, . • FOR �
� DON HAHS EN LEAS E„A n
MFACIiAM FiELD �
FORT GiORTH MITNtCIPAL AIRPORT
A tract of land out of 'the� James Wallace Survey being our of �r=cta conveyed
to the City of� �'o�t k'orth by cieeda recorded 'in Volume 1080, Page 413, and
Volume 1050, Page 553, Deed Records, Tarrant County, Texas, and also being '
a gortion of the Fart GTorth Muna:cipal Airporta 2�ieacham Field, .more particularly
descrihed using the,'Iexas co-ordinate system, Noxth Central zone,.co-ordinatea•�
and beari.ngs as fallcxa:' - "
Eeginx�ing at u point fox the southwest� carner of eaid lease, the co-ordinntes� �,
of said point are X a 2,043,999.72, Y-. 4�17,013.17 ; , � . �
Thence: Horth 2 degreea 50 minutes 26 seconde east'S18.7 feet to a paint for ,
the.northwest corner of said lease; . �' �.
Thence; Sauth 87 degreea :09 minutes 34 seconds' �st 360.0 f+eet to, the ,beginning,' •�=` .
of a cu:ve Co the .right, the center of which bears.gouth 2 degreee 50 minutes..' .
26 aeconds west a radius� distance of 40.0 feet; , . ' '�'
Thence�; Southeas terly along . said . curve to the �ight , an arc distarice of b2 .83 • '
'.feet to a point; . . . . . -
, �.
Thence; South� 2 degrees 50 minutes �6 seconels west �+7$.7 feet to a,poi.nt for� �
the eou[hesst carner,of said lease;.
Z'hence; Horth 87 degreea 49 minutes 34 seconda west 40Q,0 feet to the place �
of beginning and containing 207 ,135.64 square' feet of land, more or less . , � ;
. �� �
�� s
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�
�. FIELD NO'PES . . ' . , ' '
�
� . FOR � . ' , .
MEACKAM FIELD LCASE � ' . •, . •
' • � � CiTY SGCAGTARY CONTRACT NO: H181 . , • . '
A tract of land out oE the Jan�es Wallace 5urvey being out of the • ..
tracts convsyed to tile City of Fort Wortl� by deeds recorded in . .
'Volume 1080, Page 413, and Voluma 1050•, Page 553, Deed Recorda, ,
`� �Tarrant County, Texas; arcd also being a portion of Fart Worth •
I ' �, Municipal Airporc, Meactiam i'ield�, more particular•ly described usi.ng
the Texas co-ordinate sy,stem, North Centra3, zone, ca-ordinatea and �/ s
bearings as followsq F� �
�£GiNNLNC� at a point for the southwest corner of said lease, tt�e % 7 5 �
co-ordinates a� said.point Y�ein g X= 2,044,459.53,.Y = 417,204..28; .
� � . ��s�
,THENCE: North Z degrees 50 minutes 26� seconds east 378.0 feet to the , �
beginning of a curve to the rig'ht the.centet of which bear9 sauth 87 ,
'` degrees �09 minutes 34 seconds eas•t a radiva dist�ance of 40.0 feet;
THtiNCE: Nartheasterly, along said curve to tt�e right an a=c distance , � ,
� o� 52.E3� feet to a point in the north line of said.lease: • • •
•. T1�ENCE: South 87 degrees 09 minutes 34 seconds� east 350.0 feet to a � �'�
� , point Eor the northeast corner of lease;� . : ,
TriLNCE: 5outlti 2 d�grees 50 minutes 26 aeconds west.418.0 feet to a
p.oint Por the sbutheast, corner of lease; • ,
TtiLNCE: North 'Ei�7 degrees 09' minutes 34 seconds west '390,.0 Peet ta� . �
, the place oi beginning 'and contain-ing 162,675.fi4 aquaz'e feet of J
. land, more nr 1e6�. , . , ',
, : , � � . � � .
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. . . . . . \ � ' • • .
/� Crl4CC ��C l:u�d wuc nf Clic James •lr�ll�ce Survay, �cin� a(+ar.t of � Cz'act c�mvcycJ
to cl�� C.LCy ef Fwr� Wetcli k�y Jeed recordec! in Yalume 1112, Png.o 574, 1)eecf ItecaYds,
�arra�it County, 'fexas, �itc� il:o'6cinR a p�rtian of Fart woreh Municipal Airpot�, ,
Heacliam Field� more p�tCicuJ�rlv described using Che Texas Coardinate 5ystem, Narth •
Central Zone, coordinaces �nd bearings as follevs: • .
C(1MMI:NCL� nL' a� pulitiL' Sn 111c �+eFC linC oC Nuf[h H;i1n SCrenC :utd L��� n�+fl.1f 11ii�� �.rf 7AC11 '
SCrce[, ��id p�iii[ bein� �ncl `eascerly 56 cornet of Meacltlm Fiuld, TlI�iNCI;: Norlh �o
degrees Z8 minutes 19 seconds east 884.6 Eee[ and norcfi 89 rlegrecs 31 minutes 21
seconds.vesC�5�0.0 Eeec to a"+" cuC in conc,rete for the point of be�innieq, said ,
poinc beinF Cl�e southeasc r,nraer oE Leace Stte Nn. 10, Che codr�dina�es of sai8
•Ueginninq point are: X=2,045,15G.41, Y�417,8]).OS:
TIiF.NGG: � Soutll no dcFrees 2A minutes ]9 se,crindx uesc 143.).5 feet for tlie sou[lieasc
corner of Che hetein descri6ed Lease SiCe No. 9; .
TIIF.NGIi: North 89 degrees 31 minu[es 21. seconds.ues[ 186.0 feec foC ihe soutlivest
corner of Lease Si[e No: 9; ,
T}IENCf.: North no degrees 28 minu[es 39 secands•easc 10.45 fee� to tl�e vegi��ia� '.
of a curve ao che lef�, �he center oF �hiclti bears nprth 89 degr.ees ]1 minutes Z1 .
seconds vest"a radius dis[ance oE 174.D feeC;
T}tENCL: NorCh++esterly alang said curye eo the lefc an arcdis�ance af 128.21 feec
Ca a poiac ef Ca�gent: � � •
T}IENCE: NarCh G1 de�rees 4�s minutes'21 seconds vesc 22:54 feec to a 1/2" iran pin ,
at the most soutltierly corner oE Lease 5ite No. 10; �
TIiCNCE: North 48 deRrees 15 minutes 39 seconds east a1enR'Che sautherly line of �
Lease,Site No. 1�, 81.39 Feet,to an angle poin[ in said southerly line; .�
TNENCE: South 59 de�,recs 3l, minutes 21 seconds east continuin� alonr �hc.Gouthe,rly
line o.E Lease 5i�e No. l0, ).$D.0 feet ��o tlte place af be�inning a}tid concaining
J9,454.3 square feec of land.more ar less. • . .
'AND ALSo THE FQLL�WING: Lease Site No. 10, :�--� ,. ,
A t�ract oF l�nd o�+t nf. the .lames WaJ.lace 5urvey�bein� out of � tr�icc nf: land cnnveyed
to the City oE Fort idor'Ch by dced recorJed in Volume 1112, Paqa 574, �eed Hecards,
Yarrant Coiuity, Texas, and also being s pot�ia�� of For� Wartli Municipal A3�Tpo[C,
Fleach�m Fiel.d, more p�rtic��lnr7y described iisin� che Texas �Coordinace Systeni, North —
CenCral 2one, coordinates aud bcarings as fcllovs: , `
CO�RILNC.1: at. a point ia [he �iortli line oE 18C1� Stteet �nd Che vest line of NnrtVi �
ft�in Si:reat, said point al�u ti,����� an eas�crl.y souchcasC corncr oL• Mcacliam F'ialcl,
th�nco:• NorCM no de�,ceec ZH minuCes 39 seco��ds easC 1Q76.Q2 Ccec and nvrclti 80 dc�rees
1? n�1n��CCS Z1 �oconcis wLsl' S47.22 Eeet for tlie northen�t �nc! he�;ii�ni.n�; ��uint o[ l.ease .
Site 10, the coordiqates oF said beginniag point are R=2,0G'S,158.74,..Y=418,111..Oa;
T11C•NCE: Sou[li no.degrees 28 minutes 39 secands Wes� 280.0 Eeec co a•point;
T}IENCC: Nar�h 89 degrees 71 minutes 21 secends.vesc 180.Q f'eec Co,a point;'
THENCL•: South 49 degrees 15 miau[es 39 seconds ves� 81.39 Fee� to a.point; �
T4E;7CL•: Norch 41 .clegreas 44 minuces 2.1 seconds ves� 57.23 feee to the most southerly �,
corner of Lease Si[e No. 11; .
T1ICNCE: Nor�h 48 deSrces 15 minutes 39 secorids easC alaq,g tlie easterYy line oE L.case ,
Si�e No. •11, J7�.08 feet to a poi.nt;' . . •
TtILNCE: Nortlti 1 derrec 14 mitluCes 19 seconds east concinuing di�h �he e�s[ line of .,
� Lense Si[c Na. 11, 3Q7.9 Feet to Clie nortl�caSC corner of l.enxc 5ite Nu. 'l'1;
T111:NC1:: 5ourh 8O dc�rcr.s 12 �i�Lnutes 21 seconds cast 25f1.D fee[ [o Cl�e place of beginning
and cunCainin�p 77,171.92 squnrc Ecet oE la�id more or less. '
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page 6 , . . .
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Exhibit. "B"
FIELD t30TES
FOR
DON HANS EI�I LEAS E"A"
MEP.CH.AM FIELi�
FORT. WOR�ii MUNZCIPAL AIRI'ORT
A tract of land �out of 'the Jamea. Wallace Survey being out cf t,:acte conveyed
to the City of For� �:'orLh by deeda recorded in Vnlume 1080, Page 413, and
Volume 1d50, Page 553, Deed Records, Tsrrant County, Texas, aad also being �
a portion of the Fort Worth Mun¢cipal Airport, Meacham Field, mare particularly .
deecribed using .the Texas co-ordinate system, North Centra7, zone, ca-oz'dir�atea •
and bearinga as 'follr.xi:
Beginning at a point for th.e sauthwest corner of said lease, the c,o-ordinatea .
af said point are X� 2,043,999.72, Y�- 417.013.17.; , .
Thence:� North 2 degrees 50 minutes 25 seconde east 518.7 feet to a point for � .
Che.northweat corner of said lease;' . ��' �
Thence: South $7.degreea 09 minutea 34 seconds �.st 360.� feet to the.beginning .
of a cun e ta the right,�the:center of which beara south:2 degrees 50 minutes�. .
2b aeconds weat s.radius diatance o� 40.D feet; . '
.Thence: Southeaster.ly along said curve to the right an are distance of 62.�3� ,
feet to a point; �
. ' �.
Tl2ence; South� 2 degrees 5D minutes 26 secan�a west .47$..7 �eet to a point for
the southeast corner of said lease;, .
Thanc�; North $7 degreea 09 minutes 34 5econds west 40Q.0 feet to the place
af beginning and cantaining 207,135.54 square'feat of land, more vr less.
� � '7
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:;:; � . _
City of Fo�t Wo�th, 7'exas
Mayor ancl Co�ncil Comrnunication
DATE REF'ERENCE NUMBER LOG NAME PAGE
12/17/02 **C-19391 55AGREE I 1 of 2
SUBJECT CONSENTS TO ASSIGNMENT AND ASSUMPTION AGREEMENTS BETWEEN
SANDPIPER AIRPORT INN, INC. AND DON E. HANSEN, AND EXECUTION OF DEED
OF TRUST LIENS BY DON E. HANSEN IN FAVOR OF SUMMIT NATIONAL BANK OF
FORT WORTH RELATED TO LEASE SITES AT FORT WORTH MEACHAM
INTERNATIONAL AIRPORT
RECOMMENDATION:
It is recommended that the City Council:
1. Authorize the City Manager to execute written consents to Assignment and Assumption Agreements
between Sandpiper Airport Inn, Inc. (Sandpiper) and Don E. Hansen, an individual, relating to all of
Sandpiper's leasehold interests at Fort Worth Meacham International Airport (Airport) other than
Lease Sifie 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 Fo�i T�i�o�th, Texas
Mayor and C�uncil Co�nmunication
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.
►iL��t7
Submitted for City Manager's
Office by:
I FUND I ACCOUNT I
I (to)
�
CENTER I AMOUNT I CITY SECRETARY
Marc Ott
Originating Department Iiead:
Bridgette Garrett (Acting)
Additional Information Contact:
Peter Vaky
8476 I
�
5403 I (from)
I
�
7601 I
APPROVED 12/17/02