HomeMy WebLinkAboutContract 29122 CITY SECRETARY C)q (L-�
CONTRACT NO.
FORT WORTH MEACHAM INTERNATIONAL AIRPORT
LESSOR ESTOPPEL AND CONSENT TO DEED OF TRUST LIEN UPON LEASEHOLD
CITY SECRETARY CONTRACT NUMBERS
28385, 28386, 28387,28388, 23839 AND 28390,
AS PREVIOUSLY ASSIGNED
This LESSOR ESTOPPEL AND CONSENT TO DEED OF TRUST LIEN UPON
LEASEHOLD ("Agreement") is made and entered into by and between the CITY OF FORT
WORTH ("Lessor"), a home rule municipal corporation situated in Tarrant County, Texas acting
by and through its duly authorized Assistant City Manager, TRAJEN FLIGHT SUPPORT, LP, a
Delaware limited partnership ("Lessee"), acting by and through John W. Clanton, the duly
authorized manager of Trajen FBO, LLC, a Delaware limited liability company and the general
partner of Lessee, and MERRILL LYNCH CAPITAL, a division of Merrill Lynch Business
Financial Services Inc., in its capacity as agent ("Agent"), for certain financial institutions, as
lenders ("Lenders"), acting by and through Scott Van Duinen, its duly authorized Assistant Vice
President.
RECITALS
The following statements are true and correct and form the basis of this Agreement:
A. Lessor and Sterling-Fort Worth JC, L.P., a Texas limited partnership ("Sterling") acting
by and through R.F. Bearden, President of Sterling REIT, Inc., a Texas corporation and Sterling's
sole General Partner previously entered into City Secretary Contract ("CSC") Nos. 28385, 28386,
28387, 28388, 23839 and 28390 (each, a "Lease" and, collectively, the "Leases') pursuant to
which Lessor leases certain real property described in the Leases (collectively, the "Leased
Premises") at Fort Worth Meacham International Airport ("Airport").
B. In accordance with CSC Nos. 28385, 28386, 28387, 28388, 23839 and 28390, Sterling
previously assigned all of its right title, title and interest in each of the Leased Premises to Lessee.
C. In connection with financing arrangements entered into or to be entered into by Agent and
the Lenders to Trajen Funding, Inc., a Delaware corporation ("Trajen Funding") and the indirect
parent corporation of Lessee, and certain affiliates of Trajen Funding, including Lessee, Lessee and
Agent desire Lessor to consent to the execution, delivery and performance by Lessee of a leasehold
deed of trust on the Leased Premises in the form attached hereto as Exhibit "B" (the "Deed of
Trust") to Agent in order to secure the indebtedness owed by Lessee to Agent and Lenders in
connection with the above-described financing.
HOUO3:897281.3 ff �C
ARTICLE I
Estoppel
1. Each of the Leases are attached hereto as Exhibit "C" and are true, correct and complete
copies thereof and constitute the entire agreement between the Lessor and Sterling with respect to
the Premises and are presently in existence and in full force and effect.
2. All rents, operating expenses and other fees and charges required to be paid by Sterling to
the Lessor under the terms of the Leases have been duly and timely paid as of the date hereof.
The current monthly rent due from Sterling to the Lessor under each of the Leases is set forth in
Exhibit "D".
3. To the Lessor's knowledge, no event has occurred or is continuing which constitutes a
default or event of default by Sterling under any of the Leases. To the Lessor's knowledge, there
does not exist any event which with the passage of time or the giving of notice or both would
constitute a default or event of default by Sterling under any of the Leases. All improvements
and infrastructure constructed by Sterling under each of the Leases have been completed and
approved by the Lessor.
4. The Lessor has not assigned, mortgaged or otherwise encumbered its interest under any of
the Leases. None of the Leases is subordinated to any mortgage or other encumbrance covering
the Lessor's interest in the Leases, except as provided in the Leases respectively.
5. To the Lessor's knowledge, (i) there are no plans for any condemnation of the Leased
Premises by governmental entity, (ii) there are no plans to disrupt the current access from the
Leased Premises to any adjacent highways or roads, (iii) there has been not casualty affecting the
Leased Premises. The Lessor has not received any formal notice of, and has no knowledge,
information or belief of any other action pending or threatened by any governmental entity or
adjacent landowners which would adversely affect the Leased Premises or any part thereof
6. With respect to each of the Leases, this Agreement shall remain in effect, and run with
the land, throughout the term of the Lease.
7. The Lessor acknowledges that Lessee will rely upon this Agreement in accepting an
assignment of the leasehold estate under the Leases from Sterling.
ARTICLE II
Agreemen
1. Lessor hereby consents to the execution and delivery by Lessee to Agent of the Deed of
Trust and the performance by Lessee of its obligations thereunder. Lessor does not adopt, ratify or
H0003:897281.3
approve of any of the particular provisions of the Deed of Trust and does not grant any right,
privilege or use to Agent or any other assignee thereunder that is different from or more extensive
than any right, privilege or use granted to Lessee by any Lease. Notwithstanding anything contrary
in the Deed of Trust, Lessee and Agent acknowledge, understand and agree that Lessee and Agent
do not have any right to convey any interest in real property at the Airport greater than that granted
specifically by each Lease. In the event of any conflict between the Deed of Trust and any Lease,
the applicable Lease shall control in all respects. In the event of any conflict between the Deed of
Trust and this Agreement, this Agreement shall control.
2. In the event that Lessor is required by any Lease to provide any kind of written notice to
Lessee, including notice of breach or default by Lessee, Lessor shall also provide a copy of such
written notice to Agent. Lessor agrees that Agent may(but shall not be obligated to) perform any of
the obligations or requirements imposed on Lessee by such Lease and that Lessor will accept
Agent's performance the same as if Lessee had performed such obligations or requirements.
3. Lessor agrees and covenants that it shall not exercise any rights it may have under any Lease
to cancel or terminate such Lease or to force surrender of all or part of the corresponding Leased
Premises unless it first has provided Agent with written notice of its intent to exercise any such
right. Agent shall have thirty (30) days from the date it receives such notice to cure, perform or
assume Lessee's obligations under the relevant Lease to Lessor's reasonable satisfaction in order to
avoid such cancellation, termination or surrender; provided, however, that if Agent, in good faith
and after diligent and continuous efforts to remedy any non-monetary default by Lessee under such
Lease, cannot cure such default within thirty (30) days, it may request Lessor to provide a
reasonable amount of additional time to cure such default.
4. As a condition precedent to the effectiveness of this Agreement, Lessee agrees and
covenants that it will endorse all insurance policies required by each Lease to name both Lessor and
Agent as additional insureds and to cover all public risks related to the leasing, use, occupancy,
maintenance, existence or location of any 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
Agent, Agent hereby agrees and covenants that any and all proceeds payable under the terms of
such insurance policies shall first be applied to satisfy fully the terms and conditions of such Lease.
Payment of such proceeds shall apply secondarily in accordance with the agreements evidencing the
financing arrangements among Lessee or Trajen Funding, on the one hand, and Agent and/or
Lenders, on the other hand.
5. Subject to Section 4, Lessor may take all action available to it under each 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 such Lease and in accordance with this Agreement.
6. Lessee agrees that it promptly will notify Lessor in writing when Agent has released its
rights under the Deed of Trust. This Agreement will automatically terminate on the earliest date
that Agent releases any such rights. In addition, this Agreement will automatically terminate upon
the expiration or termination of the Leases.
H0003:897281.3
7. In the event that Agent forecloses upon Lessee under the Deed of Trust, Agent may not sell
or otherwise transfer in any way any of Agent's or Lessee's rights or interests in any of 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, which consent shall not be unreasonably withheld
or delayed.
8. Agent may, at no expense to Lessor and in accordance with the terms of with the
agreements evidencing the financing arrangements among Lessee or Trajen Funding, on the one
hand, and Agent and/or Lenders, on the other hand, enter onto any of the Leased Premises at any
time or times and take possession of, sever, or remove the property of Lessee located on the Leased
Premises, including, without limitation, Lessee's machinery, equipment, furniture, fixtures,
inventory and all additions, replacements or substitutions therefor (collectively, the "Lessee's
Property") or any part thereof and said Lessee's Property, upon severance and/or removal, may be
sold, transferred or otherwise disposed of free and discharged of all liens, claims, demands, rights
or interests of Lessor. In such event, Agent agrees to repair any damage to the Leased Premises
caused by Agent. Notwithstanding the foregoing, (i) Agent shall not be deemed to have assumed
any other obligations or liabilities of Lessee under any Lease by so electing to occupy the Leased
Premises unless Agent exercises its rights and succeed to the interest of the Lessee, in accordance
with the terms hereof, and (ii) Agent shall not have any duty or obligation to remove or dispose of
all or any part of the Lessee's Property left on the Leased Premises by Lessee.
9. Notices to Agent or Lessor pursuant to the provisions of this Agreement shall be
conclusively determined to have been delivered when (1) hand-delivered to the receiving party, its
agents, employees, servants or representatives, or (2) deposited in the United States Mail, certified,
return receipt requested, addressed as follows:
If to Agent:
MERRILL LYNCH CAPITAL
222 N. LaSalle Street, 14th Floor
Chicago, Illinois 60601
Attn: Legal Department
If to Lessor:
CITY OF FORT WORTH
Aviation Department
4201 North Main Street, Suite 200
Fort Worth, TX 76106
or at such other address as such party may hereafter specify in writing to the other parties hereto
Each such notice shall be effective when received at the applicable address specified above.
10. The parties hereto understand and agree that all Improvements (as defined in each of the
Leases as in effect on the date hereof) on any Leased Premises shall become the sole property of
H0003:897281.3
Lessor, free and clear of all liens, upon termination or expiration of the applicable Lease in
accordance with its terms and provisions. In the event that a Lease expires or is terminated, Lessee
covenants and agrees that 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 corresponding Leased Premises and any structures, improvements and
fixtures thereon.
11. This Agreement may not be withdrawn, amended or modified except by a written
agreement executed by the parties hereto and approved by Lessor' City Council. Lessee and Agent
covenant and agree that they will not amend the Deed of Trust or assign any rights and/or
obligations thereunder, without the prior written consent of Lessor, which consents shall not be
unreasonably withheld or delayed.
12. This Agreement shall be construed in accordance with the laws of the State of Texas. Venue
for any action arising under the provisions of this Agreement shall lie in state courts located in
Tarrant County, Texas or in the United States District Court for the Northern District of Texas,Fort
Worth Division.
13. This written instrument, including any documents attached hereto and/or incorporated
herein by reference, contains the entire understanding and agreement between Lessor, Lessee and
Agent 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.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
H0003:897281.3
IN WITNESS WHEREOF, the parties hereto have executed this Agreement in multiples
this /QA day of A} r ) 2003.
CITY OF ORT WORTH: ATTES
By: By:
Marc Ott Gloria Pear on
Assistant City Manager City Secretary
APPROVED AS TO FORM AND LEGALITY:
By:
Peter Vaky
Assistant City Attomey
M&C: C-19504 03-04-03
TRAJEN FLIGHT SUPPORT, LP,
a Delaware limited liability company:
By: Trajen FBO, LLC
Its: General PWtner ATTEST:
JW�a
John W. Clanton, Manager
MERRILL LYNCH CAPITAL, a division ATTEST:
of Merrill Lynch Business Services Inc.,
as Agent:
By: By:
Name: Sco,A-k V,44y✓,,xX
Title: Pre�i„k,f
H0003:897281.3 r�l lr (• �n L
STATE OF TEXAS §
COUNTY OF TARRANT §
BEFORE ME, the undersigned authority, a Notary Public in and for the State of Texas, on
this day personally appeared Marc Ott, known to me to be the person whose name is subscribed to
the foregoing instrument, and acknowledged to me that the same was the act of the City of Fort
Worth and that he executed the same as the act of the City of Fort Worth for the purposes and
consideration therein expressed and in the capacity therein stated.
GIVEN UNDER MY HAND AND SEAL OF OFFICE this day
) 2003.
►"•+°d;''►Q HMIE LAME
:�' Notary Public,state of Texas
i.� F My Commission Evires
�'°�+.,,,.,� July 26,2003 Notary Public in and for the State of Texas
STATE OF TEXAS §
COUNTY OF HARRIS §
BEFORE ME, the undersigned authority, a Notary Public in and for the State of Texas, on
this day personally appeared John W. Clanton, 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
Trajen FBO, LLC, the General Partner of Trajen Flight Support, LP and that he executed the
same as the act of Trajen FBO, LLC, the General Partner of Trajen Flight Support, LP for the
purposes and consideration therein expressed and in the capacity therein stated.
GIVEN rER rY HAND AND SEAL OF OFFICE this day
t , 2003.
KRISTEN DEVOREvcl�
;\vary Public,State of Texas
y.`. - My Commission Expires
January 08, 2007 Notary Public in and for the State of Texas
HOUO3:897281.3
STATE OFTEN*S-. l�i.�t�+s §
COUNTY OF+ - §
BEFORE ME, the undersigned authority, a Notary Public in and for the State of , on
this day personally appeared � , ( Ar� t�,►�r� , 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
Merrill Lynch Capital, a division of Merrill Lynch Business Financial Services Inc. and that
he executed the same as the act of Merrill Lynch Capital, a division of Merrill Lynch Business
Financial Services Inc., for the purposes and consideration therein expressed and in the capacity
therein stated.
GIVEN UNDER MY HAND AND SEAL OF OFFICE this /O day
�7fLc f
52003.
0'7!CIAL SEAL
lohn H LFerguso�n V ^—
Notary P«D;ict I�IIncls o ublic in and f t e State of�cs-1My ccmrnis2' une 10,2006
H0003:897281.3
Exhibit"A"
Description Of Leased Properties
Hangar 11 N: 32,380.58 square feet of hangar space at the Airport known as Hangar
11N; 75,722.41 square feet of improved land; and 11,796.76 square feet of
unimproved land. (See map attached as Exhibit "A" to the lease and field
notes attached as Exhibit `B" to the lease)
Hamar 1 1-S: 5,160 square feet of real property at the Airport known as the Hangar 11-S.
(See map of premises on Exhibit "A" to the lease)
Hangars 12N/14N: 115,435 square feet of improved land comprising the Hangar 12N' lease
site; and 48,569 square feet of unimproved land comprising the Hangar
14N lease site. (See map of premises on Exhibit "A" to the lease)
Hangar 17N: 102,959.24 square feet of real property at the Airport known as the Hangar
17N lease site. (See map of premises on Exhibit "A" to the lease)
Hangar 19N: 66,426.2 square feet of real property at the Airport known as the Hangar
19N lease site. (See map of premises on Exhibit "A" to the lease)
Hangars 20N/22N: 59,256.3 square feet of real property at the Airport known as the Hangar
20N and Hangar 22N lease sites. (See map of premises on Exhibit "A"to
the lease)
Fuel Farm Site: 3,600 square feet of improved property at the Airport, including the fuel
farm identified as Fuel Farm Site No. 1. (See map of premises on Exhibit
"A" to the lease)
HOUO3:897281.3
Exhibit"B"
See attached form of Deed of Trust.
HOUO3:897281.3
Exhibit"C"
See attached Leases.
HOUO3:897281.3
This instrument was prepared by
and after recording return to:
Katten Muchin Zavis Rosenman
525 West Monroe Street
Suite 1600
Chicago, Illinois 60661-3693
Attn: Seth Aigner, Esq.
SPACE ABOVE THIS LINE FOR RECORDER'S USE.
Merrill Lynch
LEASEHOLD DEED OF TRUST,
ASSIGNMENT OF LEASES AND RENTS, SECURITY AGREEMENT AND
FIXTURE FILING
MADE BY
TRAJEN FLIGHT SUPPORT, LP,
a Delaware limited partnership
as"Grantor"
to
JIM KLETKE, as Trustee
for the benefit of
MERRILL LYNCH CAPITAL, a
division of Merrill Lynch Business Financial Services Inc.,
a Delaware corporation
as "Agent"
HOUO3:897515.1Fort Worth,Texas
Doc k:CH101(215434-00046)50094882v3;02/21/2003/Time:9:57
LEASEHOLD DEED OF TRUST,
ASSIGNMENT OF LEASES AND RENTS, SECURITY AGREEMENT AND
FIXTURE FILING
THIS LEASEHOLD DEED OF TRUST, ASSIGNMENT OF LEASES AND RENTS,
SECURITY AGREEMENT AND FIXTURE FILING (this "Deed of Trust") is made as of
February _, 2003, by TRAJEN FLIGHT SUPPORT, LP, a Delaware limited partnership
("Grantor"), whose address is 3131 Briarcrest, Bryan, Texas 77802, in favor of JIM KLETKE
("Trustee"), whose address is P. O. Box 2029, Houston, Texas 77242, for the benefit of
MERRILL LYNCH CAPITAL, a division of Merrill Lynch Business Financial Services Inc., a
Delaware corporation, having an address at 222 N. LaSalle Street, 18th Floor, Chicago, Illinois
60601, in its capacity as agent (in such capacity, together with any of its successors and assigns
in such capacity, "Agent"), for the benefit of Agent and Lenders (as defined in the Credit
Agreement described below).
RECITALS
A. Trajen Funding, Inc., a Delaware corporation ("Borrower") owns all of the issued
and outstanding equity interests of Grantor.
B. Grantor has guaranteed the prompt payment and performance when due of the
Obligations (as hereinafter defined) pursuant to that certain Guaranty of even date herewith made
by Grantor in favor of Agent, for the benefit of Agent and Lenders.
C. Lenders have agreed, subject to the terms and conditions of that certain Credit
Agreement of even date herewith, by and among Agent, Lenders and Borrower(as the same may
be amended, restated, supplemented or otherwise modified from time to time, the "Credit
Agreement"), to make a revolving loan (the "Revolving Loan"), an acquisition loan (the
"Acquisition Loan") and two term loans("Term Loan A" and "Term Loan B"; the Revolving
Loan, the Acquisition Loan, Term Loan A and Term Loan B are collectively referred to as, the
"Loans") to Borrower. The Loans are evidenced by one or more Revolving Loan Notes of even
date herewith up to the original aggregate principal amount of $8,000,000 made by Borrower
(which note(s), together with all notes issued in substitution or exchange therefor and all
amendments thereto and restatements thereof, hereinafter are referred to collectively as the
"Revolving Notes"), one or more Acquisition Loan Notes of even date herewith up to the
original aggregate principal amount of$10,000,000 made by Borrower (which note(s), together
with all notes issued in substitution or exchange therefor and all amendments thereto and
restatements thereof, hereinafter are referred to collectively as the "Acquisition Note"), one or
more Term Notes A of even date herewith in the original aggregate principal amount of
$15,000,000 made by Borrower (which note(s), together with all notes issued in substitution or
exchange therefor and all amendments thereto and restatements thereof, hereinafter are referred
to collectively as the "Term Notes A") and one or more Term Notes B of even date herewith in
the original aggregate principal amount of $7,000,000 made by Borrower (which note(s),
together with all notes issued in substitution or exchange therefor and all amendments thereto
and restatements thereof, hereinafter are referred to collectively as the "Term Notes B"; the
Revolving Notes, the Acquisition Note, the Term Notes A and the Term Notes B hereinafter are
referred to collectively as the "Note"). The Note provides for certain payments as set forth
therein and in the Credit Agreement with the balances thereof due and payable no later than
February 26, 2009 (such date, or any later date to which the maturity date may be extended in
H0007 897515 1
accordance with the Credit Agreement, hereinafter is referred to as the "Maturity Date").
Capitalized terms used herein but not defined herein shall have the respective meanings ascribed
to such terms in the Credit Agreement.
D. This Deed of Trust is to secure: (i) the prompt payment of the Obligations arising
under the Guaranty, together with all interest, and other amounts, if any, due in accordance with
the terms of the Guaranty, as well as the prompt payment of any additional indebtedness of
Grantor accruing to Agent and/or Lenders on account of any future payments, advances or
expenditures, including without limitation, the Future Advances (as hereinafter defined) made by
Agent and/or Lenders pursuant to the Note, the Credit Agreement, this Deed of Trust or any
other Financing Document; (ii) the prompt performance of each and every covenant, condition,
and agreement of Grantor contained in the Financing Documents; and (iii) the payment of any
and all other debts, claims, obligations, demands, monies, liabilities and indebtedness of any kind
or nature now or hereafter owing, arising, due or payable from Grantor to Agent and/or Lenders
in connection with the transactions contemplated by the Financing Documents. All such
obligations, liabilities and indebtedness of every nature of Grantor to Agent andlor Lenders are
hereinafter sometimes collectively referred to as the "Obligations".
E. Inasmuch as the Credit Agreement provides for advances to be made in the future
("Future Advances"), this Deed of Trust is given to, and shall, secure not only existing
indebtedness, but also the payment of any and all Future Advances, whether such Future
Advances are obligatory or are to be made at the option of Lenders, or otherwise, which are to be
made within ten (10) years from the date of the execution of this Deed of Trust. The total
amount of indebtedness secured by this Deed of Trust may decrease or increase from time to
time, but the total unpaid balance so secured at one time shall not exceed two (2) times the
aggregate principal amount of the Note, plus interest thereon, and any disbursements made for
the payment of taxes, levies or insurance on the Property (as hereinafter defined), if any, together
with interest on such disbursements. Grantor hereby agrees that it shall not execute or file or
record any notice limiting the maximum principal amount that may be so secured, and that no
such notice shall be of any force and effect whatsoever unless Agent shall have consented thereto
in writing signed by Agent and recorded in the public records of the county in which the Leased
Premises (as hereinafter defined) are situated.
NOW THEREFORE, in consideration of the premises and in order to induce Lenders to
make the Loans, and for other good and valuable consideration the receipt and sufficiency of
which are hereby acknowledged, Grantor hereby agrees with Agent, for the benefit of Agent and
Lenders, as follows:
1. Grant and Obligations.
1.1 Grant. For the purpose of securing payment and performance of the Obligations,
Grantor hereby irrevocably and unconditionally grants, bargains, sells, conveys, mortgages,
assigns, pledges, warrants and transfers to Trustee, for the benefit of Agent and Lenders, in trust
with power of sale and with right of entry and possession, a security interest in and to all of the
following property which Grantor now has an interest in or hereafter may acquire an interest in
(all or any part of such property, or any interest in all or any part of it, as the context may require,
the "Property"):
HOUO3:897515.1-2-
(a) Grantor's leasehold estate created under those certain leases described on
Exhibit B attached hereto and made a part hereof by and between "Lessor" (as defined
on Exhibit B) and Grantor, as lessee (said lease, as heretofore amended together with any
future modifications, amendments, additions, assignments and supplements thereto, and
substitutions, extensions, renewals or replacements thereof, is hereinafter referred to as
the "Lease"), pursuant to which Lessor leased to Grantor (or its predecessors) the
premises described on Exhibit A(the"Leased Premises"); together with
(b) All buildings, structures, improvements and fixtures now or in the future
located or to be constructed on the Leased Premises (the "Improvements"); together
with
(c) All easements and appurtenances now or hereafter in any way relating to
the Improvements or any part thereof; together with
(d) All existing and future appurtenances, privileges, rights-of-way, franchises
and tenements of the Leased Premises, including all minerals rights, oil, gas, and
associated substances, and other commercially valuable substances which may be in,
under or produced from any part of the Leased Premises, all development rights and
credits, air rights, water, water rights (whether riparian, appropriative or otherwise, and
whether or not appurtenant) and water stock, and any Leased Premises lying in the
streets, roads or avenues, open or proposed, in front of or adjoining the Leased Premises
and Improvements; together with
(e) All existing and future subleases, subtenancies, licenses, occupancy
agreements and concessions ("Subleases") relating to the use and enjoyment of all or any
part of the Leased Premises and Improvements, and any and all guaranties and other
agreements relating to or made in connection with any of such Subleases and all rents,
income, revenues, prepayments, security deposits, tax, insurance and replacement reserve
deposits, receipts, termination, cancellation, and option payments, royalties, profits,
issues, service reimbursements, fees, accounts receivables, and revenues from the Leased
Premises and/or Improvements from time to time accruing under the Subleases (the
"Rents"); together with
(f) All materials, supplies, work in process, chattels, furniture, fixtures,
appliances, machinery and other personal property of any kind, now or later to be
attached to, incorporated into, placed in, on or about, or used in connection with the use,
enjoyment, occupancy or operation of all or any part of the Leased Premises and
Improvements, whether stored on the Leased Premises or elsewhere, including all
pumping plants, engines, pipes, ditches and flumes, and also all gas, electric, cooking,
heating, cooling, air conditioning, lighting, refrigeration and plumbing fixtures and
equipment, all of which shall be considered to the fullest extent of the law to be real
property for purposes of this Deed of Trust; together with
(g) All claims, demands, judgments, insurance policies, insurance proceeds,
refunds, reserves, accounts receivable, cost savings, deposits, rights of action, awards of
damages, compensation, settlements and other rights to the payment of money hereafter
made resulting from or relating to (i) the taking of the Leased Premises or the
Improvements or any part thereof under the power of eminent domain, (ii) any damage
(whether caused by such taking, by casualty or otherwise) to the Leased Premises,
H0003:897515.1-3-
Improvements or appurtenances thereto or any part thereof, or (iii) the ownership or
operation of the Property; together with
(h) To the extent assignable, all management contracts, permits, licenses,
applications, approvals, plans, specifications and drawings, contracts, purchase and sale
agreements, purchase options, entitlements, soil test reports, other reports of examination
or analysis of the Leased Premises or the Improvements, development rights and
authorizations, however characterized, issued or in any way furnished for the acquisition,
construction, development, operation and use of the Leased Premises, Improvements
and/or Subleases, including building permits, environmental certificates, certificates of
operation, warranties and guaranties; together with
(i) All books and records pertaining to any and all of the property described
above, including computer-readable memory and any computer hardware or software
necessary to access and process such memory("Books and Records"); together with
0) All proceeds and products and renewals of, additions and accretions to,
substitutions and replacements for, and changes in any of the property described above;
and together with
(k) Any and all after-acquired right, title or interest of Grantor in and to any
property of the types described in the preceding granting clauses.
The Recitals and Exhibits to this Deed of Trust are hereby incorporated in this Deed of Trust.
1.2 Notice. All persons who may have or acquire an interest in all or any part of the
Property will be considered to have notice of, and will be bound by, the terms of the Obligations
and each other agreement or instrument made or entered into in connection with each of the
Obligations. Such terms include any provisions in the Note or the Credit Agreement which
permit borrowing, repayment and reborrowing, or which provide that the interest rate on one or
more of the Obligations may vary from time to time.
2. Assignment of Leases and Rents.
2.1 Assignment. Grantor hereby irrevocably, absolutely, presently and
unconditionally assigns to Agent, for the benefit of Agent and Lenders, all Subleases and Rents
and other benefits of the Property, whether now due, past due or to become due, including all
prepaid rents and security deposits. This is an absolute assignment, not an assignment for
security only and shall continue in effect until the Obligations are paid and satisfied in full.
Grantor hereby gives Agent, for the benefit of Agent and Lenders, the right to collect the Rents
and apply them in payment of the principal, interest and all other sums payable under the
Financing Documents.
2.2 Grant of License. Agent hereby confers upon Grantor a revocable license
("License") to enforce the Subleases and collect and retain the Rents as they become due and
payable so long as no Event of Default, as defined in Section 6.2 below, shall exist and be
continuing. Grantor shall deliver such Rents to Agent as are necessary for the payment of
principal, interest and other sums payable under the Financing Documents as such sums become
due. If an Event of Default has occurred and is continuing, Agent shall have the right, which it
may choose to exercise in its sole discretion and which it may exercise without taking possession
HOUO3:897515.1-4-
of the Property, to terminate this License without notice to or demand upon Grantor, and without
regard to the adequacy of Agent's and Lenders' security under this Deed of Trust.
2.3 Collection and Application of Rents. Subject to the License granted to Grantor
under Section 2.2 above, Agent has the right, power and authority to collect any and all Rents.
Grantor hereby appoints Agent its attorney-in-fact to perform any and all of the following acts, if
and at the times when Agent in its sole discretion may so choose:
(a) Demand, receive and enforce payment of any and all Rents; or
(b) Give receipts, releases and satisfactions for any and all Rents; or
(c) Sue either in the name of Grantor or in the name of Agent, for the benefit
of Agent and Lenders, for any and all Rents.
Agent and Grantor agree that the mere recordation of the assignment granted herein entitles
Agent immediately to collect and receive rents upon the occurrence of an Event of Default, as
defined in Section 6.2, without first taking any acts of enforcement under applicable law, such
as, but not limited to, providing notice to Grantor (unless otherwise required by this Deed of
Trust, the Credit Agreement, or a non-waivable provision under applicable law), filing
foreclosure proceedings, or seeking and/or obtaining the appointment of a receiver. Further,
Agent's right to the Rents does not depend on whether or not Agent takes possession of the
Property as permitted under Subsection 6.3(c). In Agent's sole discretion, Agent may choose to
collect Rents either with or without taking possession of the Property. Agent shall apply all
Rents collected by it in the manner provided under Section 6.6. If an Event of Default occurs
while Agent is in possession of all or part of the Property and is collecting and applying Rents as
permitted under this Deed of Trust, Agent and any receiver shall nevertheless be entitled to
exercise and invoke every right and remedy afforded any of them under this Deed of Trust and at
law or in equity.
2.4 Agent Not Responsible. Under no circumstances shall Agent have any duty to
produce Rents from the Property. Regardless of whether or not Agent, in person or by agent,
takes actual possession of the Leased Premises and Improvements, unless Agent agrees in
writing to the contrary, Agent is not and shall not be deemed to be:
(a) A "mortgagee in possession" for any purpose; or
(b) Responsible for performing any of the obligations of the lessor under any
lease; or
(c) Responsible for the control, care, management, or repair of the property or
any personal property or for any waste committed by lessees or any other parties, any
dangerous or defective condition of the Property, or any negligence in the management,
upkeep, repair or control of the Property;
(d) Liable in any manner for the Property or the use, occupancy, enjoyment or
operation of all or any part of it; or
(e) Liable in any way for any injury or damage to any person or property
sustained by any person or persons, firm, or corporation in or about the Property.
HOUO3:897515.1-5-
2.5 Leasin . Grantor shall comply with and observe Grantor's obligations as landlord
under all Subleases and shall remain liable under the Subleases. Grantor shall not, without
Agent's prior written consent, which shall not be unreasonably withheld or delayed, execute,
modify, amend, surrender or terminate any Lease.
3. Grant of Security Interest.
3.1 Security Agreement. The parties intend for this Deed of Trust to create a lien on
the Property, and an absolute assignment of the Rents, all in favor of Agent, for the benefit of
Agent and Lenders. The parties acknowledge that some of the Property and some or all of the
Rents may be determined under applicable law to be personal property or fixtures. To the extent
that any Property or Rents may be or be determined to be personal property, Grantor, as debtor,
hereby grants to Agent, as secured party for the benefit of Agent and Lenders, a security interest
in all such Property (including, any replacement or substituted property) and Rents, to secure
payment and performance of the Obligations. This Deed of Trust constitutes a security
agreement under the Uniform Commercial Code of the State in which the Property is located,
covering all such Property and Rents. Agent shall have all of the rights and remedies of a
secured party under the UCC, as well as all other rights and remedies available at law or in
equity.
3.2 Financing Statements. Grantor hereby authorizes and, to the extent necessary,
shall execute one or more financing statements and such other documents as Agent may from
time to time require to perfect or continue the perfection of Agent's security interest, for the
benefit of Agent and Lenders, in any Property or Rents. As provided in Section 5.7 below,
Grantor shall pay all fees and costs that Agent may incur in filing this Deed of Trust (including
any extensions, renewals and amendments thereof and reproductions of this Deed of Trust) and
such other documents in public offices and in obtaining such record searches as Agent may
reasonably require. In case Grantor fails to execute any financing statements or other documents
for the perfection or continuation of any security interest or in the event Agent chooses to
execute such financing statement on Grantor's behalf, Grantor hereby authorizes and empowers
Agent and irrevocably appoints Agent as Grantor's agent and attorney-in-fact to execute and file,
on Grantor's behalf, all financing statements, refilings, amendments, renewals and continuations
thereof as Agent deems necessary or advisable to create, preserve and protect such lien. If any
financing statement or other document is filed in the records normally pertaining to personal
property, that filing shall never be construed as in any way derogating from or impairing this
Deed of Trust or the rights or obligations of the parties under it.
4. Fixture Filing.
This Deed of Trust constitutes a financing statement filed as a fixture filing under Article
9 of the Uniform Commercial Code in the State in which the Property is located, as amended or
recodified from time to time, covering any Property which now is or later may become fixtures
attached to the Leased Premises or Improvements. For this purpose, the respective addresses of
Grantor, as debtor, and Agent, as secured party, for the benefit of Agent and Lenders, are as set
forth in the preambles of this Deed of Trust.
HOUO3:897515.1-6-
5. Ripahts and Duties of the Parties.
5.1 Representations and Warranties. Grantor represents and warrants that:
(a) Subject to Lessor approval (as evidenced by Lessor's execution of a
Landlord Waiver and Consent agreement) Grantor has the full and unlimited power, right
and authority to encumber the Property and assign the Subleases and Rents; and
(b) This Deed of Trust creates a first and prior lien on the Leased Premises
and all of Grantor's right, title and interest in all Improvements.
5.2 Performance of Obligations. Grantor shall promptly pay and perform each
Obligation in accordance with its terms.
5.3 Liens, Charges and Encumbrances. Grantor shall immediately discharge any lien
on the Leased Premises or Grantor's leasehold/subleasehold interest in the Improvements which
does not constitute a Permitted Lien (as defined in the Credit Agreement), except to the extent
the subject of a Permitted Contest (as defined in the Credit Agreement) in accordance with the
provisions of the Credit Agreement.
5.4 Damages and Insurance and Condemnation Proceeds. In the event of any
casualty or condemnation of the Property, the provisions of the Credit Agreement shall govern.
5.5 Releases, Extensions, Modifications and Additional Security. From time to time,
Agent and/or Required Lenders may perform any of the following acts without affecting the
liability of Grantor or any other person liable for the payment of the Obligations, and without
affecting the lien or charge of the Deed of Trust as security for the payment of the Obligations,
incurring any liability or giving notice to any person:
(a) Release any person liable for payment and performance of any Obligation;
(b) Waive or modify any provision of this Deed of Trust or the other
Financing Documents or grant other indulgences, including, extending the time for
payment, or otherwise altering the terms of payment, of any Obligation;
(c) Accept additional real or personal property of any kind as security for any
Obligation, whether evidenced by deeds of trust, mortgages, security agreements or any
other instruments of security;
(d) Alter, substitute or release any property securing the Obligations;
(e) Consent to the making of any plat or map of the Property or any part of it;
(f) Join in granting any easement or creating any restriction affecting the
Property;
(g) Join in any subordination or other agreement affecting this Deed of Trust
or the lien of it; or
(h) Release the Property or any part of it.
HOUO3:897515.1-7-
5.6 Release. When all of the Obligations have been paid and satisfied in frill and all
fees and other sums owed by Grantor under Section 5.7 of this Deed of Trust and the other
Financing Documents have been received, Agent shall release this Deed of Trust, the lien created
thereby, and all notes and instruments evidencing the Obligations. Grantor shall pay any costs of
preparation and recordation of such release.
5.7 Compensation, Exculpation, Indemnification.
(a) Grantor agrees to pay reasonable fees up to the maximum amounts legally
permitted, or reasonable fees as may be charged by Agent and/or Lenders when the law
provides no maximum limit, for any services that Agent and/or Lenders may render in
connection with this Deed of Trust, including Agent's providing a statement of the
Obligations or providing the release pursuant to Section 5.6 above. Grantor shall also
pay or reimburse all of Agent's costs and expenses which may be incurred in rendering
any such services. Grantor further agrees to pay or reimburse Agent and/or Lenders for
all reasonable costs, expenses and other advances which may be incurred or made by any
such Person in any efforts to enforce any terms of this Deed of Trust or to protect the
rights under this Deed of Trust or the other Financing Documents, including any rights or
remedies afforded to Agent and/or Required Lenders under Section 6.3, whether any
lawsuit is filed or not, or in defending any action or proceeding arising under or relating
to this Deed of Trust, including reasonable attorneys' fees and other legal costs, costs of
any Foreclosure Sale (as defined in Subsection 6.3(i) below) and any cost of evidence of
title. If Agent chooses to dispose of Property through more than one Foreclosure Sale,
Grantor shall pay all reasonable costs, expenses or other advances that may be incurred or
made by Agent in each of such Foreclosure Sales.
(b) Neither Agent nor any Lender shall be directly or indirectly liable to
Grantor or any other person as a consequence of any of the following:
(i) Agent's exercise of or failure to exercise any rights, remedies or
powers granted to Agent in this Deed of Trust;
(ii) Agent's failure or refusal to perform or discharge any obligation or
liability of Grantor under any agreement related to the Property or under this
Deed of Trust; or
(iii) Any loss sustained by Grantor or any third party resulting from
Agent's failure to lease the Property, or from any other act or omission of Agent
in managing the Property, after an Event of Default, unless and to the extent the
loss is caused by the gross negligence, willful misconduct or bad faith of Agent
and/or Lenders.
Except with respect to any loss sustained by Grantor or any third party resulting from the
gross negligence, willful misconduct or bad faith of Agent and/or Lenders, Grantor
hereby expressly waives and releases all liability of the types described above, and agrees
that no such liability shall be asserted against or imposed upon Agent or any Lender.
(c) Except to the extent caused by the gross negligence, willful misconduct or
bad faith of Agent and/or Lenders, Grantor agrees to indemnify, defend and hold Agent
and Lenders harmless from all losses, damages, liabilities, claims, causes of action,
HOUO3:897515.1-8-
judgments, court costs, attorneys' fees and other legal expenses, cost of evidence of title,
cost of evidence of value, and other costs and expenses which it may suffer or incur:
(i) In performing any act required or permitted by this Deed of Trust
or any of the other Financing Documents or by law;
(ii) Because of any failure of Grantor to perform any of its obligations;
or
(iii) Because of any alleged obligation of or undertaking by Agent
and/or Lenders to perform or discharge any of the representations, warranties,
conditions, covenants or other obligations in any document relating to the
Property other than the Financing Documents.
This agreement by Grantor to indemnify Agent and Lenders shall survive the release and
cancellation of any or all of the Obligations and the full or partial release of this Deed of
Trust.
(d) Grantor shall pay all obligations to pay money arising under this Section
5.7 immediately upon demand by Agent. Each such obligation shall be added to, and
considered to be part of, the Obligations, and shall bear interest from the date the
obligation arises at the default rate specified in Section 8.4 of the Credit Agreement (the
"Default Rate").
5.8 Defense and Notice of Claims and Actions. At Grantor's sole expense, Grantor
shall protect, preserve and defend the Grantor's right, title and interest in and to the Property and
right of possession of the Property, and the security of this Deed of Trust and the rights and
powers of Agent created under it, against all adverse claims arising by through or under Grantor,
but not otherwise, subject to all matters of record and the Permitted Liens. Grantor shall give
Agent prompt notice in writing if any claim is asserted which does or could affect any such
matters, or if any action or proceeding is commenced which alleges or relates to any such claim.
Agent may, at the expense of Grantor, appear in and defend any such claim, action or proceeding
and any claim, action or other proceeding asserted or brought against Agent in connection with
or relating to any part of the Property or this Deed of Trust.
5.9 Subrogation. Agent shall be subrogated to the liens of all encumbrances, whether
released of record or not, which are discharged in whole or in part by Agent in accordance with
this Deed of Trust or with the proceeds of any loan secured by this Deed of Trust.
5.10 Lease.
(a) Grantor will pay or cause to be paid all rent and other charges required
under the Lease, other than subject to a Permitted Contest, as and when the same are due
and Grantor will keep, observe and perform, or cause to be kept, observed and performed,
all of the other terms, covenants, provisions and agreements of the Lease on the part of
the lessee thereunder to be kept, observed and performed, and will not, without the
written consent of Agent, which consent shall not unreasonably be withheld, in any
manner, cancel, terminate or surrender, or permit any cancellation, termination or
surrender of the Lease, in whole or in part, or, without the written consent of Agent,
which consent shall not unreasonably be withheld, either orally or in writing, modify,
HOUO3:897515.1-9-
amend or permit any modification or amendment of any of the terms thereof in any
respect, and any attempt on the part of Grantor to exercise any such right without such
written consent of Agent shall be null and void and of no effect.
(b) Grantor will do, or cause to be done, all things reasonably necessary to
preserve and keep unimpaired the rights of Grantor as lessee under the Lease, and to
prevent any default under the Lease, or any termination, surrender, cancellation,
forfeiture or impairment thereof, and in the event of the failure of Grantor to make any
payment required to be made by Grantor pursuant to the provisions of the Lease or to
keep, observe or perform, or cause to be kept, observed or performed, any of the terms,
covenants, provisions or agreements of the Lease, Grantor agrees that Agent may (but
shall not be obligated to), after notice to Grantor (provided, however, that no such notice
shall be required to be given after the occurrence of an Event of Default) take any action
on behalf of Grantor, to make or cause to be kept, observed or performed any such terms,
covenants, provisions or agreements and to enter upon the Leased Premises and take all
such action thereof as may be necessary therefor, to the end that the rights of Grantor in
and to the leasehold estate created by the Lease shall be kept unimpaired and free from
default, and all money so expended by Agent, with interest thereon at the Default Rate
from the date of each such expenditure, shall be paid by Grantor to Agent promptly upon
demand by Agent and shall be added to the indebtedness and secured by the Deed of
Trust and Agent shall have, in addition to any other remedy of Agent, the same rights and
remedies in the event of non-payment of any such sum by Grantor as in the case of a
default by Grantor in the payment of any sums due under the Note.
(c) Grantor will enforce the obligations of the Lessor under the Lease to the
end that Grantor may enjoy all of the rights granted to it under the Lease, and will
promptly notify Agent in writing of any default by the Lessor or by Grantor in the
performance or observance of any of the terms, covenants and conditions on the part of
the Lessor or Grantor, as the case may be, to be performed or observed under the Lease
and Grantor will promptly advise Agent in writing of the occurrences of any of the events
of default enumerated in the Lease and of the giving of any notice by the Lessor to
Grantor of any default by Grantor in performance or observance of any of the terms,
covenants or conditions of the Lease on the part of the Grantor to be performed or
observed and will deliver to Agent a true copy of each such notice. If, pursuant to the
Lease, the Lessor shall deliver to Agent a copy of any notice of default given to Grantor,
such notice shall constitute full authority and protection to Agent for any action taken or
omitted to be taken by Agent in good faith in reliance thereon to cure such default.
(d) If any action or proceeding shall be instituted to evict Grantor or to
recover possession of the Leased Premises or for any other purpose affecting the Lease or
this Deed of Trust, Grantor will, immediately upon service thereof on or to Grantor,
deliver to Agent a true copy of each petition, summons, complaint, notice of motion,
order to show cause and of all other provisions, pleadings, and papers, however
designated, served in any such action or proceeding.
(e) Grantor covenants and agrees that unless Agent shall otherwise expressly
consent in writing, the fee title to the property demised by the Lease and the leasehold
estate shall not merge but shall always remain separate and distinct, notwithstanding the
union of said estates either in the Lessor, Grantor, or a third party by purchase or
HOUO3:897515.1-10-
otherwise; and in case Grantor acquires the fee title or any other estate, title or interest in
the Leased Premises, this Deed of Trust shall attach to and cover and be a lien upon the
fee title or such other estate so acquired, and such fee title or other estate shall, without
further assignment, Deed of Trust or conveyance, become and be subject to the lien of
and covered by this Deed of Trust.
(f) No release or forbearance of any of Grantor's obligations under the Lease,
pursuant to the Lease, or otherwise, shall release Grantor from any of its obligations
under this Deed of Trust, including its obligation with respect to the payment of rent as
provided for in the Lease and the performance of all of the terms, provisions, covenants,
conditions and agreements contained in the Lease, to be kept, performed and complied
with by the tenant therein.
(g) Upon the occurrence and during the continuance of an Event of Default,
Grantor shall not make any election or give any consent or approval (other than the
exercise of a renewal right or extension right pursuant to clause (i) below) for which a
right to do so is conferred upon Grantor as lessee under the Lease without Agent's prior
written consent. At any time an Event of Default exists under this Deed of Trust, all
such rights, together with the right of termination, cancellation, modification, change,
supplement, alteration or amendment of the Lease, all of which have been assigned for
collateral purpose to Agent, shall vest in and be exercisable solely by Agent.
(h) Grantor will give Agent prompt written notice of the commencement of
any arbitration or appraisal proceeding under and pursuant to the provisions of the Lease.
Agent shall have the right to intervene and participate in any such proceeding and
Grantor shall confer with Agent to the extent which Agent deems necessary for the
protection of Agent. Upon the written request of Agent, if an Event of Default exists,
Grantor will exercise all rights of arbitration conferred upon it by the Lease. Grantor
shall select an arbitrator who is approved in writing by Agent, provided, however, that if
at the time any such proceeding shall be commenced, Grantor shall be in default in the
performance or observance of any covenant, condition or other requirement of the Lease,
or of this Deed of Trust, on the part of Grantor to be performed or observed, Agent shall
have, and is hereby granted, the sole and exclusive right to designate and appoint on
behalf of Grantor the arbitrator or arbitrators, or appraiser, in such proceeding.
(i) Grantor may exercise any option or right to renew or extend the term of
the Lease or exercise the fee option contained therein without the prior written consent of
Agent. Grantor shall give Agent simultaneous written notice of the exercise of such
option or right to renew or extend, together with a copy of the instrument given to the
Lessor under the Lease exercising such option or right, and, thereafter, shall promptly
deliver to Agent a copy of any acknowledgment by the Lessor under such Lease with
respect to the exercise of such option or right. If such option or right has not been
exercised as aforesaid, then not more than three hundred sixty(360) and not less than two
hundred seventy (270) days before the right of Grantor to exercise any option or right to
renew or extend the term of the Lease shall expire, Grantor shall give Agent written
notice specifying the date, term and manner for which such option or renewal is to be
exercised. Within fifteen (15) business days of written demand by Agent, Grantor shall
exercise any such option or renewal which is necessary to extend the term of the Lease
beyond the term of this Deed of Trust or to comply with any law affecting Grantor or
HOUO3:897515.1-11-
Agent or which is necessary, in Agent's reasonable judgment, to preserve the value of the
security intended to be afforded by this Deed of Trust. Grantor shall promptly provide
evidence of such exercise of such option or right to Agent's reasonable satisfaction. In
the event that Grantor fails to so exercise any such option or right or in the event of any
default hereunder which is continuing beyond the applicable cure periods, Grantor hereby
agrees and grants to Agent all right and authority to exercise such option in the name of
Grantor or in its own name. Nothing contained herein shall affect or limit any rights of
Agent granted under the Lease.
0) The lien of this Deed of Trust shall attach to all of Grantor's rights and
remedies at any time arising under or pursuant to Subsection 365(h) of the Bankruptcy
Code, 11 U.S.C. § 365(h), including, without limitation, all of Grantor's rights to remain
in possession of the Leased Premises.
(k) Grantor shall not, without Agent's prior written consent, elect to treat the
Lease as terminated under Subsection 365(h)(1) of the Bankruptcy Code, 11 U.S.C.
§ 365(h)(1). Any such election made without Agent's consent shall be void.
(1) Grantor hereby unconditionally assigns, transfers and sets over to Agent,
for the benefit of Agent and Lenders, all of Grantor's claims and rights to the payment of
damages arising from any rejection of the Lease by Lessor or any other fee owner of the
Leased Premises under the Bankruptcy Code. Agent shall have the right to proceed in its
own name or in the name of Grantor in respect of any claim, suit, action or proceeding
relating to the rejection of the Lease, including, without limitation, the right to file and
prosecute, either in its own name or in the name of Grantor, any proofs of claim,
complaints, motions, applications, notices and other documents, in any case in respect to
the Lessor or any fee owner under the Bankruptcy Code. This assignment constitutes a
present, irrevocable and unconditional assignment of the foregoing claims, rights and
remedies, and shall continue in effect until all of the obligations secured by this Deed of
Trust shall have been satisfied and discharged in full. Any amounts received by Agent as
damages arising out of the rejection of the Lease as aforesaid shall be applied first to all
costs and expenses of Agent (including, without limitation, attorneys' fees) incurred in
connection with the exercise of any of its rights or remedies under this Section and then
in accordance with the provisions of this Deed of Trust. Grantor hereby authorizes, and,
if necessary, shall promptly make, execute, acknowledge and deliver, in form and
substance satisfactory to Agent, a UCC Financing Statement (Form UCC-1) and all such
additional instruments, agreements and other documents, as may at any time hereafter be
required by Agent to effectuate and carry out the assignment made pursuant to this
Section.
(m) If pursuant to Subsection 365(h)(2) of the Bankruptcy Code, 11 U.S.C.
§ 365(h)(2), Grantor shall seek to offset against the rent reserved in the Lease the amount
of any damages caused by the nonperformance by the Lessor or any fee owner of any of
their obligations under the Lease after the rejection by the Lessor or any fee owner of the
Lease under the Bankruptcy Code, Grantor shall, prior to effecting such offset, notify
Agent of its intent to do so, setting forth the amounts proposed to be so offset and the
basis therefor. Agent shall have the right to object to all or any part of such offset that, in
the reasonable judgment of Agent, would constitute a breach of the Lease, and in the
event of such objection, Grantor shall not effect any offset of the amounts so objected to
HOUO3:897515.1-12-
by Agent. Neither Agent's failure to object as aforesaid nor any objection relating to
such offset shall constitute an approval of any such offset by Agent.
(n) If any action, proceeding, motion or notice shall be commenced or filed in
respect of the Lessor or any fee owner, the Leased Premises or the Lease in connection
with any case under the Bankruptcy Code, Agent shall have the option, exercisable upon
notice from Agent to Grantor, to conduct and control any such litigation with counsel of
Agent's choice. Agent may proceed in its own name or in the name of Grantor in
connection with any such litigation, and Grantor agrees to execute any and all powers,
authorizations, consents or other documents reasonably required by Agent in connection
therewith. Grantor shall, upon demand, pay to Agent all costs and expenses (including
attorneys' fees) paid or incurred by Agent in connection with the prosecution or conduct
of any such proceedings. Any such costs or expenses not paid by Grantor as aforesaid
shall be secured by the lien of this Deed of Trust and shall be added to the amount of the
indebtedness secured hereby. Grantor shall not commence any action, suit, proceeding or
case, or file any application or make any motion (unless such motion is for the purpose of
protecting the Lease and its value as security for the obligations secured by this Deed of
Trust), in respect of the Lease in any such case under the Bankruptcy Code without the
prior written consent of Agent, which consent shall not be unreasonably withheld or
delayed.
(o) Grantor shall, after obtaining knowledge thereof, promptly notify Agent of
any filing by or against the Lessor or other fee owner of a petition under the Bankruptcy
Code. Grantor shall promptly deliver to Agent, following receipt, copies of any and all
notices, summonses, pleadings, applications and other documents received by Grantor in
connection with any such petition and any proceedings relating thereto.
(p) If there shall be filed by or against Grantor a petition under the
Bankruptcy Code and Grantor, as lessee under the Lease, shall determine to reject the
Lease pursuant to Section 365(a) of the Bankruptcy Code, Grantor shall give Agent not
less than thirty (30) days' prior notice of the date on which Grantor shall apply to the
Bankruptcy Court for authority to reject the Lease. Agent shall have the right, but not the
obligation, to serve upon Grantor within such thirty (30) day period a notice stating that
Agent demands that Grantor assume and assign the Lease to Agent pursuant to Section
365 of the Bankruptcy Code. If Agent shall serve upon Grantor the notice described in
the preceding sentence, Grantor shall not seek to reject the Lease and shall comply with
the demand provided for in the preceding sentence.
(q) Notwithstanding anything to the contrary contained herein, this Deed of
Trust shall not constitute an assignment of the Lease and neither Agent nor any Lender
shall have any liability or obligation thereunder by reason of Agent's acceptance of this
Deed of Trust.
6. Default and Remedies.
6.1 Reserved.
6.2 Events of Default. The occurrence of an Event of Default under the Credit
Agreement or any other Financing Document shall constitute an "Event of Default" under this
Deed of Trust.
HOUO3:897515.1-13-
6.3 Remedies. At any time after an Event of Default, Agent and/or Required Lenders
shall be entitled to invoke any and all of the rights and remedies described below, in addition to
all other rights and remedies available to Agent at law or in equity. All of such rights and
remedies shall be cumulative, and the exercise of any one or more of them shall not constitute an
election of remedies.
(a) Acceleration. Agent may, and shall if requested by Required Lenders
declare any or all of the Obligations to be immediately due and payable.
(b) Receiver. Agent shall, as a matter of right, without notice and without
giving bond to Grantor or anyone claiming by, under or through Grantor, and without
regard for the solvency or insolvency of Grantor or the then value of the Property, to the
extent permitted by applicable law, be entitled to have a receiver appointed for all or any
part of the Property and the Rents, and the proceeds, issues and profits thereof, with the
rights and powers referenced below and such other rights and powers as the court making
such appointment shall confer, and Grantor hereby consents to the appointment of such
receiver and shall not oppose any such appointment. Such receiver shall have all powers
and duties prescribed by applicable law, all other powers which are necessary or usual in
such cases for the protection, possession, control, management and operation of the
Property, and such rights and powers as Agent would have, upon entering and taking
possession of the Property under subsection (c) below.
(c) Entry. Agent, in person, by agent or by court-appointed receiver, may
enter, take possession of,manage and operate all or any part of the Property, may exclude
Grantor and its agents and employees wholly therefrom, and may also do any and all
other things in connection with those actions that Agent may in its sole discretion
consider necessary and appropriate to protect the security of this Deed of Trust. Such
other things may include: taking and possessing all of Grantor's or the then owner's
Books and Records and accounts; entering into, enforcing, modifying or canceling leases
on such terms and conditions as Agent may consider proper; obtaining and evicting
tenants; fixing or modifying Rents; collecting and receiving any payment of money
owing to Agent; completing any unfinished construction; and/or contracting for and
making repairs and alterations. If Agent so requests, Grantor shall assemble all of the
Property that has been removed from the Leased Premises and make all of it available to
Agent at the site of the Leased Premises. Grantor hereby irrevocably constitutes and
appoints Agent as Grantor's attorney-in-fact to perform such acts and execute such
documents as Agent in its sole discretion may consider to be appropriate in connection
with taking these measures, including endorsement of Grantor's name on any
instruments. If Grantor shall for any reason fail to surrender or deliver the Property or
any part thereof after such demand by Agent, Agent or such receiver may obtain a
judgment or decree conferring on Agent or such receiver, the right to immediate
possession of the Property or requiring the delivery of the Property to Agent or such
receiver, and Grantor specifically consents to the entry of such judgment or decree.
(d) Cure; Protection of Security. Agent may cure any breach or default of
Grantor, and if it chooses to do so in connection with any such cure or with respect to
preventing a loss to Agent's interest in the Property, Agent may also enter the Property
and/or do any and all other things which it may in its sole discretion consider necessary
and appropriate to protect the security of this Deed of Trust. Such other things may
HOUO3:897515.1-14-
include: appearing in and/or defending any action or proceeding which purports to affect
the security of, or the rights or powers of Agent under, this Deed of Trust; paying,
purchasing, contesting or compromising any encumbrance, charge, lien or claim of lien
against the Property; obtaining insurance and/or paying any premiums or charges for
insurance required to be carried under the Credit Agreement; repairing, restoring or
otherwise caring for and protecting any and all of the Property; and/or employing
counsel, accountants, contractors and other appropriate persons to assist Agent. Agent
may take any of the actions permitted under this Subsection 6.3(d) either with or without
giving notice to any person. Any amounts disbursed by Agent under this Subsection
6.3(d) together with interest thereon at the Default Rate from the date of disbursement,
shall be secured by this Deed of Trust and shall be due and payable on demand. Nothing
contained in the Financing Documents shall require Agent or Lenders to incur any
expense or take any action hereunder.
(e) Uniform Commercial Code Remedies. Agent may exercise any or all of
the remedies granted to a secured party under the Uniform Commercial Code in the State
in which the Property is located.
(f) Foreclosure; Lawsuits. Should Agent elect to foreclose by exercise of the
power of sale contained herein, Agent shall notify Trustee and shall, if required, deposit
with Trustee the Note, the original or a certified copy of this Deed of Trust, and such
other documents, receipts and evidences of expenditures made and secured hereby as
Trustee may require.
(i) Upon receipt of such notice from Agent, Trustee shall cause to be
posted, recorded, filed and delivered to Grantor such notice of default as may then
be required by law and by this Deed of Trust. Trustee shall, without demand on
Grantor, after lapse of such time as may then be required by law and after
recordation, posting, filing and delivery of such notice of default and after notice
of sale has been given, filed and posted as required by law, sell the Property at the
time and place of sale fixed by it in said notice of sale (which shall be at the
location and in the area required by applicable law), either as a whole or in
separate lots or parcels or items as Trustee shall deem expedient, and in such
order as it may determine, at public auction to the highest bidder for cash in
lawful money of the United States payable at the time of sale. Trustee shall
deliver to the purchaser or purchasers at such sale its good and sufficient deed or
deeds conveying the property so sold, but without any covenant or warranty,
express or implied. The recitals in such deed of any matters or facts shall be
prima facie evidence of the truthfulness thereof. Any person, including, without
limitation, Grantor, Trustee or Agent, may purchase at such sale, and Grantor
hereby covenants to specially warrant and defend the title of such purchaser or
purchasers, subject to the Permitted Liens.
(ii) Trustee may postpone the sale of all or any portion of the Property
from time to time in accordance with the laws of the State of Texas.
(iii) To the fullest extent allowed by law, Grantor hereby expressly
waives any right which it may have to direct the order in which any of the
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Property shall be sold in the event of any sale or sales pursuant to this Deed of
Trust.
(iv) Agent may from time to time rescind any notice of default or
notice of sale before any Trustee's sale as provided above in accordance with the
laws of the State of Texas. The exercise by Agent of such right of rescission shall
not constitute a waiver of any breach or default then existing or subsequently
occurring, or impair the right of Agent to execute and deliver to Trustee, as above
provided, other declarations or notices of default to satisfy the obligations of this
Deed of Trust, or otherwise affect any provision, covenant or condition of any
Loan Document or any of the rights, obligations or remedies of Trustee or Agent
hereunder or thereunder.
(v) Notwithstanding any statute or rule of law to the contrary, the
failure to join any tenant or tenants of the Property as party defendant or
defendants in any foreclosure action or the failure of any such order or judgment
to foreclose their rights shall not be asserted by Grantor as a defense in any civil
action instituted to collect (i) the Secured Obligations, or any part thereof or (ii)
any deficiency remaining unpaid after foreclosure and sale of the Property.
(g) Other Remedies. Agent may exercise all rights and remedies contained in
any other instrument, document, agreement or other writing heretofore, concurrently or in
the future executed by Grantor or any other person or entity in favor of Agent in
connection with the Obligations or any part thereof, without prejudice to the right of
Agent thereafter to enforce any appropriate remedy against Grantor. Agent shall have the
right to pursue all remedies afforded to a beneficiary under a Deed of Trust under
applicable law, and shall have the benefit of all of the provisions of such applicable law,
including all amendments thereto which may become effective from time to time after the
date hereof.
(h) Sale of Personal Property. Agent shall have the discretionary right to
cause some or all of the Property, which constitutes personal property, to be sold or
otherwise disposed of in any combination and in any manner permitted by applicable law.
(i) For purposes of this power of sale, Agent may elect to treat as
personal property any Property which is intangible or which can be severed from
the Leased Premises or Improvements without causing structural damage. If it
chooses to do so, Agent may dispose of any personal property, in any manner
permitted by Article 9 of the Uniform Commercial Code of the State in which the
Property is located, including any public or private sale, or in any manner
permitted by any other applicable law.
(ii) In connection with any sale or other disposition of such Property,
Grantor agrees that the following procedures constitute a commercially
reasonable sale: Agent shall mail written notice of the sale to Grantor not later
than fifteen (15) days prior to the date of such sale. Agent will publish notice of
the sale in a local daily newspaper of general circulation. Upon receipt of any
written request, Agent will make the Property available to any bona fide
prospective purchaser for inspection during reasonable business hours.
Notwithstanding the foregoing, Agent shall be under no obligation to consummate
HOUO3:897515.1-16-
a sale if, in its judgment, none of the offers received by it equals the fair value of
the Property offered for sale. The foregoing procedures do not constitute the only
procedures that may be commercially reasonable.
(i) Single or Multiple Foreclosure Sales. If the Property consists of more
than one lot, parcel or item of property, Agent may:
(i) Designate the order in which the lots, parcels and/or items shall be
sold or disposed of or offered for sale or disposition; and
(ii) Elect to dispose of the lots, parcels and/or items through a single
consolidated sale or disposition to be held or made under or in connection with
judicial proceedings, or by virtue of a judgment and decree of foreclosure and
sale; or through two or more such sales or dispositions; or in any other manner
Agent may deem to be in its best interests (any such sale or disposition, a
"Foreclosure Sale;" and any two or more, "Foreclosure Sales").
If Agent chooses to have more than one Foreclosure Sale, Agent at its option may
cause the Foreclosure Sales to be held simultaneously or successively, on the
same day, or on such different days and at such different times and in such order
as Agent may deem to be in its best interests. No Foreclosure Sale shall terminate
or affect the liens of this Deed of Trust on any part of the Property which has not
been sold, until all of the Obligations have been paid in full.
Agent and any receiver, or any of their agents or representatives, shall have no liability for any
loss, damage, injury, cost or expenses resulting from any action or omission that was taken or
omitted in good faith.
It is specifically covenanted and agreed that Agent may proceed, at the same or different
times, to foreclose this Deed of Trust or any of the other security documents as shall have been
executed and delivered in connection with the extension of the Loans (the "Other Security
Documents") or resort to any of their remedies thereunder, by any proceedings appropriate in the
state where any of the land lies, and that no enforcement taking place in any state, including,
without limiting the generality of the foregoing, any pending foreclosure,judgment or decree of
foreclosure, foreclosure sale, rents received, possession taken, deficiency judgment or decrees, or
judgment taken on any of the Notes or other Financing Documents, shall in any way stay,
preclude or bar enforcement of this Deed of Trust or any of the Other Security Documents or any
of them in any other state, and that Trustee may pursue any or all of its remedies to the maximum
extent permitted by state laws until all Obligations have been paid or discharged in full.
6.4 Credit Bids. At any Foreclosure Sale, any person, including Grantor or Agent,
may bid for and acquire the Property or any part of it to the extent permitted by then applicable
law. Instead of paying cash for such property, Agent may settle for the purchase price by
crediting the sales price of the property against the following obligations:
(a) First, the portion of the Obligations attributable to the expenses of sale,
costs of any action and any other sums for which Grantor is obligated to pay or reimburse
Agent under Section 5.7 of this Deed of Trust; and
HOUO3:897515.1-17-
(b) Second, all other Obligations in any order and proportions as Agent in its
sole discretion may choose.
6.5 Application of Foreclosure Sale Proceeds. Agent shall apply the proceeds of any
Foreclosure Sale in the following manner:
(a) First, to pay the portion of the Obligations attributable to the expenses of
sale, costs of any action and any other sums for which Grantor is obligated to reimburse
Agent under Section 5.7 of this Deed of Trust;
(b) Second, to pay the portion of the Obligations attributable to any sums
expended or advanced by Agent under the terms of this Deed of Trust which then remain
unpaid;
(c) Third, to pay all other Obligations in any order and proportions as Agent
in its sole discretion may choose; and
(d) Fourth, to remit the remainder, if any, to the person or persons entitled to
it.
6.6 Application of Rents and Other Sums. Agent shall apply any and all Rents
collected by it, and any and all sums other than proceeds of a Foreclosure Sale which Agent may
receive or collect under Section 6.3 above, in the following manner:
(a) First, to pay the portion of the Obligations attributable to the costs and
expenses of operation and collection that may be incurred by Agent or any receiver;
(b) Second, to pay all other Obligations in any order and proportions as Agent
in its sole discretion may choose; and
(c) Third, to remit the remainder, if any, to the person or persons entitled to it.
Agent shall have no liability for any funds which it does not actually receive. To the extent
permitted by applicable law, Grantor waives all claims, damages and demands against Agent
arising out of the disposition, repossession or retention of the Property, unless such claim arises
as a result of Agent's gross negligence or willful misconduct.
7. Miscellaneous Provisions.
7.1 Additional Provisions. The Financing Documents fully state all of the terms and
conditions of the parties' agreement regarding the matters mentioned in or incidental to this Deed
of Trust. The Financing Documents also grant further rights to Agent, for the benefit of Agent
and Lenders, and contain further agreements and affirmative and negative covenants by Grantor
which apply to this Deed of Trust and to the Property.
7.2 No Waiver or Cure. If any of the events described below occurs, that event alone
shall not: cure or waive any breach, Event of Default or notice of default under this Deed of
Trust or invalidate any act performed pursuant to any such default or notice; or nullify the effect
of any notice of default or sale (unless all Obligations then due have been paid and performed
and all other defaults under the Financing Documents have been cured); or impair the security of
HOUO3:897515.1-18-
this Deed of Trust; or prejudice Agent or any receiver in the exercise of any other right or
remedy afforded any of them under this Deed of Trust; or be construed as an affirmation by
Agent of any tenancy, lease or option, or a subordination of the lien of this Deed of Trust.
(a) Agent, its agent or a receiver takes possession of all or any part of the
Property in the manner provided in Subsection 6.3(c).
(b) Agent collects and applies Rents as permitted under Sections 2.3 and 6_6
above, either with or without taking possession of all or any part of the Property.
(c) Agent receives and applies to any Obligation any proceeds of any
Property, including any proceeds of insurance policies, condemnation awards, or other
claims, property or rights assigned to Agent under Section 5.4 above.
(d) Agent makes a site visit, observes the Property and/or conducts tests as
permitted under the Credit Agreement.
(e) Agent receives any sums under this Deed of Trust or any proceeds of any
collateral held for any of the Obligations, and applies them to one or more Obligations.
(f) Agent or any receiver invokes any right or remedy provided under this
Deed of Trust.
7.3 Powers of Agent.
(a) If Agent performs any act which it is empowered or authorized to perform
under this Deed of Trust, including any act permitted by Section 5.5 or Subsection 6.3 d
of this Deed of Trust, that act alone shall not release or change the personal liability of
any person for the payment and performance of the Obligations then outstanding, or the
lien of this Deed of Trust on all or the remainder of the Property for full payment and
performance of all outstanding Obligations. The liability of the original Grantor shall not
be released or changed if Agent grants any successor in interest to Grantor any extension
of time for payment, or modification of the terms of payment, of any Obligation. Agent
shall not be required to comply with any demand by the original Grantor that Agent
refuse to grant such an extension or modification to, or commence proceedings against,
any such successor in interest.
(b) Agent may take any of the actions permitted under Subsections 6.3(b)
and/or 6.3(c) regardless of the adequacy of the security for the Obligations, or whether
any or all of the Obligations have been declared to be immediately due and payable, or
whether notice of default and election to sell has been given under this Deed of Trust.
(c) From time to time, Agent may apply to any court of competent jurisdiction
for aid and direction in executing and enforcing the rights and remedies created under this
Deed of Trust. Agent may from time to time obtain orders or decrees directing,
confirming or approving acts in executing and enforcing these rights and remedies.
7.4 Merge . No merger shall occur as a result of Agent's acquiring any other estate in
or any other lien on the Property unless Agent consents to a merger in writing.
HOUO3:897515.1-19-
7.5 Joint and Several Liability. If Grantor consists of more than one person, each
shall be jointly and severally liable for the faithful performance of all of Grantor's obligations
under this Deed of Trust and the other Financing Documents.
7.6 Applicable Law. The creation, perfection and enforcement of the lien of this Deed
of Trust shall be governed by the law of the State in which the property is located. Subject to the
foregoing, in all other respects, this Deed of Trust shall be governed by the substantive laws of
the State of Illinois.
7.7 Waiver of Homestead and Redemption. Grantor hereby waives all right of
homestead exemption in the Property. Grantor hereby waives all right of redemption on behalf
of Grantor and on behalf of all other persons acquiring any interest or title in the Property
subsequent to the date of this Deed of Trust, except decree or judgment creditors of Grantor.
7.8 Waiver of Statutory Rights. To the extent permitted by law, Grantor hereby
agrees that it shall not and will not apply for or avail itself of any appraisement, valuation, stay,
extension or exemption laws, or any so-called "Moratorium Laws," now existing or hereafter
enacted, in order to prevent or hinder the enforcement or foreclosure of this Deed of Trust, but
hereby waives the benefit of such laws. Grantor for itself and all who may claim through or
under it waives any and all right to have the property and estates comprising the Property
marshaled upon any foreclosure of the lien hereof and agrees that any court having jurisdiction to
foreclose such lien may order the Property sold as an entirety. Grantor hereby waives any and all
rights of redemption from sale under any judgment of foreclosure of this Deed of Trust on behalf
of Grantor and on behalf of each and every person acquiring any interest in or title to the
Property of any nature whatsoever, subsequent to the date of this Deed of Trust. The foregoing
waiver of right of redemption is made pursuant to the provisions of applicable law.
7.9 Severability. If any provision of this Deed of Trust should be held unenforceable
or void, that provision shall be deemed severable from the remaining provisions and shall in no
way affect the validity of this Deed of Trust except that if such provision relates to the payment
of any monetary sum, then Agent may, at its option, declare all Obligations immediately due and
payable.
7.10 Notice. Notices shall be given under this Deed of Trust in conformity with the
terms and conditions of the Credit Agreement and in conformity with applicable law.
7.11 Reserved.
7.12 WAIVER OF TRIAL BY JURY. GRANTOR AND AGENT (BY ITS
ACCEPTANCE HEREOF) EACH KNOWINGLY, VOLUNTARILY AND INTENTIONALLY
WAIVE ANY RIGHT TO A TRIAL BY JURY IN ANY CLAIM, CONTROVERSY,
DISPUTE, ACTION OR PROCEEDING ARISING OUT OF OR RELATED TO THIS DEED
OF TRUST AND THE OTHER FINANCING DOCUMENTS (INCLUDING WITHOUT
LIMITATION ANY ACTIONS OR PROCEEDINGS FOR ENFORCEMENT OF THE
FINANCING DOCUMENTS) AND AGREE THAT ANY SUCH ACTION OR PROCEEDING
SHALL BE TRIED BEFORE A COURT AND NOT BEFORE A JURY. GRANTOR AND
AGENT ACKNOWLEDGE THAT THIS WAIVER IS A MATERIAL INDUCEMENT TO
ENTER INTO A BUSINESS RELATIONSHIP, THAT EACH OF THEM HAVE RELIED ON
THIS WAIVER IN ENTERING INTO THIS AGREEMENT AND THE OTHER FINANCING
DOCUMENTS AND THAT EACH OF THEM WILL CONTINUE TO RELY ON THIS
HOUO3:897515.1-20-
WAIVER IN THEIR RELATED FUTURE DEALINGS. GRANTOR AND AGENT
WARRANT AND REPRESENT THAT EACH HAD THE OPPORTUNITY OF REVIEWING
THIS JURY WAIVER WITH LEGAL COUNSEL, AND THAT EACH KNOWINGLY AND
VOLUNTARILY WAIVES ITS JURY TRIAL RIGHTS.
7.13 Inconsistencies. In the event of any inconsistency between this Deed of Trust and
the Credit Agreement, the terms hereof shall be controlling as necessary to create, preserve
and/or maintain a valid security interest upon the Property, otherwise the provisions of the Credit
Agreement shall be controlling. The terms of the Credit Agreement are hereby incorporated
herein and expressly made a part hereof by this reference.
7.14 Further Assurances. Grantor agrees to execute any further documents, and to take
any further actions reasonably requested by Agent to evidence or perfect the security interests
granted herein, to maintain the first priority of the security interests, and to effectuate the rights
granted to Agent, for the benefit of Agent and Lenders, hereunder.
7.15 Certain Matters Relatingto o Property Located in the State of Texas. With respect
to the Property which is located in the State of Texas, notwithstanding anything contained herein
to the contrary:
(a) Waiver of Notice. To the fullest extent allowed by law, Grantor, for itself and for
all persons hereafter claiming through or under it, hereby expressly waives all notices, except as
specifically provided for herein or the Credit Agreement, including notice of intent to accelerate,
notice of acceleration and all other notices now or hereafter required by law.
(b) Power of Sale. Upon failure to perform or to pay the amounts secured hereby, or
any part thereof, when the same shall become due, in whatever way the maturity thereof may be
brought about, then, following the expiration of any applicable notice and/or cure periods set
forth herein or in the Credit Agreement, it shall thereupon, or at any time thereafter while any
part of the amounts secured hereby remains undischarged, be the duty of the Trustee, or his
successors, as hereinafter provided, at the request of Agent (which request shall be presumed), to
enforce this trust and to sell the Property, as an entirety or in parcels, by one sale or by several
sales, held at one time or at different times, all as the Trustee acting may elect, each sale to be
held in accordance with the provisions of Section 51.002 of the Texas Property Code; and in
connection with such sale Trustee shall make due conveyance to the purchaser or purchasers,
with special warranty of title to such purchaser or purchasers binding upon Grantor and its
successors, but any such conveyance shall be made subject to the Permitted Liens. To the fullest
extent allowed by law, Grantor, for itself, its successors and assigns, hereby expressly and
specifically waive all rights to a marshaling of the assets of Grantor, including the Property, or to
a sale in inverse order of alienation.
(c) Posting. The Trustee (or a person or persons selected by the Trustee) shall give
notice of each such proposed sale in accordance with the provisions of Section 51.002 of the
Texas Property Code (or the then applicable Texas law with respect to the foreclosure sales by
power of sale). The affidavit of any person having knowledge of the facts to the effect that such
service was completed shall be prima facie evidence of the fact of service. In this respect and to
the full extent they may legally do so, Grantor also expressly covenants, stipulates, and agrees
that: (i) the address of Grantor set out herein shall be presumed to be and remain at all times the
most recent address of all debtors obligated to pay such indebtedness as shown by the records of
HOUO3:897515.1-21-
Agent, provided such address may be changed to some other address within the United States of
America from time to time only by express written notice of change thereof signed by all debtors
obligated to pay such indebtedness and actually delivered to and received by Agent and setting
forth a new address which shall be within the United States of America and which shall be
presumed to be and remain at all times thereafter the most recent address of all debtors obligated
to pay such indebtedness as shown by the records of Agent until changed in the manner herein
provided, (ii) the records of Agent shall not be deemed to reflect any change in the name or
identity of the debtors obligated to pay the indebtedness (to whom notice of a proposed sale shall
be required to be mailed as provided for above) unless and until express written notice of such
changed signed by all debtors obligated to pay such indebtedness shall have been actually
delivered to and received by Agent, and (iii) no notice of such sale or sales other than the notices
hereinabove provided shall be required to be given to Grantor or any other persons and any other
notice is expressly waived, to the fullest extent allowed by law.
(d) Installment Sale. Without limiting any of the powers or remedies provided
elsewhere, Grantor agrees that, in the event the amounts secured hereby are payable in
installments or include, at any time, items of matured as well as un-matured indebtedness, as the
case may be, Agent shall have the right to have the Property sold, subject to the part of the Note
which is unmatured at the time the Trustee is requested to make such sale, at Trustee's sale to
satisfy the lien and security interest hereof securing the then matured portion of said
indebtedness and the Trustee is expressly authorized and empowered to conduct such sale as an
"Installment Foreclosure." Any Installment Foreclosure shall not affect the liens, assignments,
and security interest of this Deed of Trust existing to secure that portion of the obligations
secured hereby to which the sale is to be made subject. No Installment Foreclosure shall exhaust
the power of the Trustee to conduct future Installment Foreclosures nor in anywise limit the
powers of sale provided elsewhere in this Deed of Trust. The provisions elsewhere in this Deed
of Trust relating to manner of conducting Trustee's sales, including the posting, filing, and
giving of notices thereof, shall also apply to any Installment Foreclosure and the same
presumptions shall be applicable to any Trustee's deed or recital therein contained in connection
with an Installment Foreclosure and to any other affidavit as hereinabove provided.
(e) Substitution of Trustee. Trustee may resign by an instrument in writing addressed
to Agent, or Trustee may be removed at any time with or without cause by an instrument in
writing executed by Agent. In case of the death, resignation, removal or disqualification of
Trustee or if for any reason Agent shall deem it desirable to appoint a substitute or successor
trustee to act instead of the herein named trustee or any substitute or successor trustee, then
Agent shall have the right and is hereby authorized and empowered to appoint a successor
trustee, or a substitute trustee, without other formality than appointment and designation in
writing executed by Agent, or its authorized agent, and the authority hereby conferred shall
extend to the appointment of other successor and substitute trustees successively until the
indebtedness hereby secured has been paid in full or until the Property is sold hereunder. In the
event the indebtedness hereby secured is owned by more than one person or entity, the holder or
holders of not less than a majority in the amount of such indebtedness shall have the right and
authority to make the appointment of a successor or substitute trustee provided for in the
preceding sentence. Such appointment and designation by Agent or by the holder or holders of
not less than a majority of the indebtedness hereby secured shall be full evidence of the right and
authority to make the same and of all facts therein recited. If Agent is a corporation and such
appointment is executed in its behalf by an officer of such corporation, such appointment shall be
conclusively presumed to be executed with authority and shall be valid and sufficient without
HOUO3:897515.1-22-
proof of any action by the board of directors or any superior officer of the corporation. Upon the
making of any such appointment and designation, all of the estate and title of Trustee in the
Property shall vest in the named successor or substitute trustee and he shall thereupon succeed to
and shall hold, possess and execute all the rights, powers, privileges, immunities and duties
herein conferred upon the Trustee; but nevertheless, upon the written request of Agent or of the
successor or substitute Trustee, Trustee ceasing to act shall execute and deliver an instrument
transferring to such successor or substitute Trustee all of the estate and title in the Property of
Trustee so ceasing to act, together with all the rights, powers, privileges, immunities and duties
herein conferred upon Trustee, and shall duly assign, transfer and deliver any of the properties
and moneys held by said Trustee hereunder to said successor or substitute Trustee. All
references herein to Trustee shall be deemed to refer to Trustee (including any successor or
substitute appointed and designated as herein provided) from time to time acting hereunder.
Grantor hereby ratifies and confirms any and all acts which the herein named Trustee or his
successor or successors, substitute or substitutes, in this trust, shall do lawfully by virtue hereof
(except to the extent such acts constitute the gross negligence or willful misconduct of Trustee,
its successors, substitutes or their respective agents). Trustee shall not be liable for any error of
judgment or act done by Trustee, or be otherwise responsible or accountable under any
circumstances whatsoever, except for Trustee's or its agents' gross negligence or willful
misconduct. Trustee shall have the right to rely on any instrument, document or signature
authorizing or supporting any action taken or proposed to be taken by him hereunder, believed
by him in good faith to be genuine. All moneys received by Trustee shall, until used or applied
as herein provided, be held in trust for the purposes for which they were received, but need not
be segregated in any manner from any other moneys (except to the extent required by law), and
Trustee shall be under no liability for interest on any moneys received by him hereunder.
GRANTOR WILL REIMBURSE TRUSTEE FOR, AND INDEMNIFY AND SAVE HIM
HARMLESS AGAINST, ANY AND ALL LIABILITY AND EXPENSES WHICH MAY BE
INCURRED BY HIM IN THE PERFORMANCE OF HIS DUTIES HEREUNDER,
INCLUDING, BUT NOT LIMITED TO, ANY LIABILITY AND EXPENSES BASED UPON
OR ARISING OUT OF THE NEGLIGENCE OR STRICT LIABILITY OF TRUSTEE (BUT
SUCH INDEMNIFICATION SHALL NOT COVER OR EXTEND TO THE GROSS
NEGLIGENCE OR WILLFUL MISCONDUCT OF TRUSTEE, ANY SUBSTITUTE
TRUSTEE OR ITS OR THEIR RESPECTIVE AGENTS).
(f) Trustee Provisions. Trustee accepts this trust when this Deed of Trust, duly
executed and acknowledged is made a public record as provided by law. The trust created
hereby is irrevocable by Grantor. Trustee, upon presentation to it of an affidavit signed by or on
behalf of Agent, setting forth any facts showing a default by Grantor under any of the terms or
conditions of this Deed of Trust, is authorized to accept as prima facie evidence thereof all facts
and statements in such affidavit and to act hereunder in complete reliance thereon. Trustee shall
be under no obligation to notify any party hereof of any action or proceeding of any kind in
which Grantor, Agent and/or Trustee shall be a party, unless brought by Trustee, or of any
pending sale under any other deed of trust. The necessity of Trustee's making oath, filing
inventory or giving bond as security for the execution of this Deed of Trust, as may now be or
hereafter required by the laws of the state in which the Property is located, is hereby expressly
waived.
(g) Statutory Waiver. To the fullest extent allowed by law, the waiver of statutory
rights contained in Section 7.8 above specifically include a waiver of all provisions of Sections
51.003, 51.004, and 51.005 of the Texas Property Code (as the same may be amended from time
HOUO3:897515.1-23-
to time). Subject to any contrary provisions of the Note, the Credit Agreement or any other
Financing Document, in the event an interest in any of the Property is foreclosed upon pursuant
to a judicial or nonjudicial foreclosure sale, notwithstanding the provisions of Sections 51.003,
51.004, and 51.005 of the Texas Property Code, and to the extent permitted by law, Agent shall
be entitled to seek a deficiency judgment from Grantor and any other party obligated on the Note
equal to the difference between the amount owing on the Note and the amount for which the
Property was sold pursuant to judicial or nonjudicial foreclosure sale. Grantor expressly
recognizes that this section constitutes a waiver of the above cited provisions of the Texas
Property Code which would otherwise permit Grantor and other persons against whom recovery
of deficiencies is sought or Principals independently (even absent the initiation of deficiency
proceedings against them) to present competent evidence of the fair market value of the Property
as of the date of the foreclosure sale and offset against any deficiency the amount by which the
foreclosure sale price is determined to be less than such fair market value. Grantor further
recognizes and agrees that this waiver creates a presumption that the foreclosure sale price is
equal to the fair market value of the Property for purposes of calculating deficiencies owed by
Grantor, Principals, and others against whom recovery of a deficiency is sought.
7.16 Integration. THIS DEED OF TRUST, THE NOTE, THE CREDIT
AGREEMENT AND THE OTHER FINANCING DOCUMENTS, COLLECTIVELY,
CONSTITUTE THE "WRITTEN LOAN AGREEMENT" FOR THE PURPOSES OF
SECTION 26.02 OF THE TEXAS BUSINESS AND COMMERCE CODE, WITH
RESPECT TO THE SUBJECT MATTER HEREOF, AND SUCH WRITTEN LOAN
AGREEMENT (A) REPRESENTS THE FINAL AGREEMENTS BETWEEN THE
PARTIES WITH RESPECT TO THE SUBJECT MATTER THEREOF; (B)
SUPERSEDES, AND MAY NOT BE CONTRADICTED BY EVIDENCE OF, ANY
PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE
PARTIES AND (C) SUPERSEDES ALL PRIOR WRITTEN AGREEMENTS AND
UNDERSTANDINGS WITH RESPECT TO THE SUBJECT MATTER OF SAID
WRITTEN LOAN AGREEMENT. THERE ARE NO UNWRITTEN ORAL
AGREEMENTS OF THE PARTIES.
SIGNATURE PAGE TO FOLLOW
HOU 03:897515.1-24-
IN WITNESS WHEREOF, Grantor has executed this Deed of Trust as of the date first
above written.
Grantor:
TRAJEN FLIGHT SUPPORT, LP, a Delaware
limited partnership
By: Trajen FBO, LLC, a Delaware limited
liability company, its general partner
By:
Name: John W. Clanton
Title: Manager
HOUO3:897515.1-25-
STATE OF )
SS
COUNTY OF )
This instrument was acknowledged before me on this day of February, 2003 by John
W. Clanton, the manager of Trajen FBO, LLC, a Delaware limited liability company, the general partner
ofTrajen Flight Support, LP, a Delaware limited partnership.
Notary Public, State of Texas
HOUO3:897515.1-26-
EXHIBIT A
Description of Leased Premises
Tract 1: Hangar 11N (See Schedule B, Item 14)
A tract of land cut of the ,James Wal-ace Survey,also being a portion of a
tract conveyed to the City of Fort Wort, by Deed recorded in Volume 1074, Page
498, Deed Records, -n TarrantCounty, Texas, alM:o being a poxtion of Fort Kc rth
Municipal A.ixaort, Meacham Field, being more particularly described by Texas
Coordinate System, North Central Zone, coordinates and bearings as follows and
described by metes and bounds in Exhibit "B" attached hereto.
Tract 2t Parcel (A) (hangar 17-N) (See Schedule B, Itern 14)
A parcel of land out of the James Wallace Survey, and being a portion of a
t^act conveyed to the City of Fort North by Deed recorded in Volume 1074, Page
498, Deed Records, Tarrant County, Texas, and also being a porti.or. of Fort
Worth Municipal Airport, Meacham Field, more particularly described -asing the
Texas Coordinate System, North Central Zone, coordinates and bearings as
follows and described by metes and 1 ounds in Exhibit "6" attached hereto.
Tract 2 : Parcel (B) (Hangar: 17-N) (See Schedule B, Item 14)
A parcel of land out of the James Wallace Survey, and being a portion of a
tract conveyed in the City of Fort Worth by Deed recorded in Vblume 1074, Page
498, Deed Records, Tarrant Countv, Texas, being a porion cf the Fort worth
Municipal Airport, Meacham Field, more particularly descr_bed u5-_'--Ig the Texas
Coordinate System, Nor--h Central Zone, coorinates and, bearings as fol"-ows and
described by metes and bounds in Exhibit "B" attaches hereto.
'-'racc 2: Parcel (C) (Hangar 17-N) (See Schedule B, Item 14)
A parcel of land out of --he James Wallace Survey, in Tarrant County, Texas,
and being a portion of tracts convoyed to the City of For- Worth by deed:
reworded in Volume 1074, Page 498, and Volume 1112, Page 574, Deed Recordr,,
H0003:897515.1
Tarrant County, Texas, and also being a portion of ?ort Wcrth Municipal Airport,
Meacham Feld, more particularly described using the Texas Coordinate System, North
Central Zone, Coordinates and bearings as follows and described by metes and bounds in
Exiibit "B" attached hereco.
Tract 3: Hangar 22N and 20N (See Schedule S, Item 14)
A tract of land out of the Jamey Wallace Survey, also being out of a tract conveyed to
the City of Fort Worth by Deed recorded in volume 1112, Page 574, Beed Records, in
Tarrant County, Texas, and being a portion of Fort Worth Municipal Airporr, Meacham
Field more particularly described using the Texas Coordinate Svstem, North Central
Zane, coordinates and bearings as follows and descr'-bed by metes and bounds in Exhibit
"B" attached hereto.
Tract 4: Parcel (A) Hangar it-S (See Schedule B, ztem 141
A tract of land out of the James Wallace Survey, also being out of a tract conveyed to
the Citv of Port worth by Deed recorded in Volume 1112, Page 574, Deed Records,
Tarrant County, Texas, and also being a portion of Fort Wczth Municipal Airport,
Meacham Field, more particularly asing the Texas Coordinate Sys--em, North Central
zone, coordinates and bearings as follows and described by metes and bounds in Exhibit
"B" attached rereto.
Tract 4: Parcel (E) Hangar 11-S (See Schedule B, Item 14)
A parcel of land out of the James Wallace Survey, also being out of a tract conveyed
to the City of Fort Worth by Deed recorded in Volume 1112, Page 574, Deed Records,
Tarrant County, Texas, aad also being a portion of Fort :north Municipal Airport,
Meacham Field, more particularly described using the Texas Coordinate System, North
Centra'_ Zone, coord_rLates and bearings as follows and described by metes and bounds in
Exhibit "3" attached hereto.
Tact 4: Parcel (C) Hangar 11-S (See Schedule B, Item 141
A parcel of land out of the James Wallace Survey, also being out of a tract conveyed
to the City of Fort Worth by Deed recorded in Volume 1112, Page 574, Deed Records,
Tarrant County, Texas, and also being a portion of Fort worth Municipal Airport,
Meacham Field, more particalazly describes using the Texas Coordinate System, North
Central Zone, coordinates and bearings as follows and described by metes and bounds in
Exhibit "B" attached hereto.
Tract 5: Hanger 19N and 19S (See Schedule B, :tem 14)
A parcel of land out of the James Wallace Surrey, in Tarrant County, Texas, and being
a portion of tracts conveyed to the City of Fort worth by deers recorded in Volume
1074, Page 498, Deed Tarrant County, Texas, and also being a portion of Fort Worth
Municipal Airport, Meacham Field, more ?articu=arty described using the Texas
-oordinaL'e System, North Central Zone, coordinates and bearings as follows and
described by metes and bounds in Exhibit "B" attached hereto.
Tract G: Fuel Farm (Peel Farm Site No. 1) (See Schedule B, Item 141
A parcel of land out of the S.A. and M.C. Railroad Company Survey, and being a portion
of a tract conveyed to the City of Fort 'Worth Municipal Airport, Meacham Fi_ed, as
conveyed to the City of For_ Worth by Deed rece=ded in Vol,_me 1.910, Page 561, Deed
Records, Tarrant County, Texas, more particularly described using the Texas Coordinate
System, North Central zone, coordinates and aparings a, .follows and described by metes
H0003:897515.1-2-
EXHIBIT "13"
BEING eight tracts of land out of Meacham Airport Addition, an Addition to the City of Fort Worth,
Tarrant County, Texas according to the Plat thereof recorded in Volume A, Page 2445 of the Plat
Records of TARRANT County, Texas.
TRACT 1 : HANGAR 1 IN (SEE ITEM 9C ON SCH. B)
A tract of land out of the James Wallace Survey, also being a portion of a tract conveyed to the City
of Fort Worth by Deed recorded in Volume 1074, Page 498, Deed Records, Tarrant County, Texas, also
being a portion of Fort Worth Municipal Airport, Meacham Field, more particularly described using the
Texas Coordinate System, North Central Zone, coordinates and bearings as follows:
COMMENCE at a point in the West line of North Main Street and the North line of 38th Street, said
point being an Easterly Southwest corner of Meacham Field, Thence North 3,206.09 feet and West
1581.86 feet to the Point of Beginning, said point being the most Westerly corner of the herein
described lease, the coordinates of said beginning point are X = 2,044,107.30; Y = 420,153.72;
THENCE North 48 degrees 53 minutes 19 seconds East, 604.51 feet to a point for the most Northerly
corner of said lease;
THENCE South 41 degrees 06 minutes 41 seconds East, 216.7 feet to a point for the most Easterly
corner cf said lease;
THENCE South 48 degrees 53 minutes 19 seconds West, 9.3 feet to a point;
THENCE South 41 degrees 06 minutes 41 seconds East, 23.5 feet to a point;
THENCE South 48 degrees 53 minutes 19 seconds West, 495.21 feet to a point, for the most
Southerly corner of said lease:
THENCE North 41 degrees 06 minutes 41 seconds West, 240.2 feet to the Place of Beginning and
containing 120,964.75 square feet of land, more or less.
NOTE: THE COMPANY DOES NOT REPRESENT THAT THE ACREAGE ANDiOR SQUARE FOOTAGE
CALCULATIONS ARE CORRECT.
TRACT 2: PARCEL. (A) (HANGAR 17-N) (SEE ITEM 9C ON SCH. 8)
A parcel of land out of the James Wallace Survey, and being a portion of a tract conveyed to the City
of Fort Worth by Deed recorded in Volume 1074, Page 498, Deed Records, Tarrant County,Texas, and
also being a portion of Fort Worth Municipal Airport, Maarhom Field, more particularly described using
the Texas Coordinate System, North CQntral Zone, coordinates and bearings as follows:
COMMENCE at a point in the North line of 38th Street and the West line of North Main Street, said
point being an Easterly Southeast corner of Meacham Field, Thence North 3,583.73 feet and West
1,300.96 feet to the Point of Beginning, the coordinates of said beginning point are X — 2,044,388.1 8,
Y 420.531 .31;
THCNCE North 41 degrees no minutes 02 seconds West, passing the Easterly Southeast of the Butler
Lease Site at 111,93 feet and continuing in all 380.47 feet to a point:
THENCE North 49 degrees 10 minutes 32 seconds East, 205.06 feet to the Westerly Northwest corner
of Lease Site 19-N;
THENCE South 40 degrees 49 minutes 28 seconds East, along the Westerly lines of Lease Sites 79-N
and 1 8-N. 379.45 feet to a point, said pU1nt being Northerly, a perpendicular disiance of 50.0 feet from
H0003,897515.1
the Northerly line of Ward International Lease Site;
THENCE South 48 degrees 53 minutes 19 seconds West, along a line, 50.0 feet Northerly of and
parallel to said Ward International Lease Site, 203.89 feet to the Place of Beginning and containing
77,692.84 square feet of land, more or less.
NOTE: THE COMPANY DOES NOT REPRESENT THAT THE ACREAGE AND/OR SQUARE FOOTAGE
CALCULATIONS ARE CORRECT,
TRACT 2: PARCEL (B) (HANGAR 17-N) (SEE ITEM 9C ON SCH. B)
A parcel of land out of the James Waflace Survey, and being a portion of a tract conveyed to the City
of Fort Worth by Deed recorded in Volume 1074, Page 498,Deed Records, Tarrant County, Texas, and
also being a portion of Fort Worth Municipal Airport, Meacham Field, more particularly described using
the Texas Coordinate System, North Central Zone, coordinates and bearings as follows:
COMMENCE at a point in the North line of 38th Street and the West line of North Main Street, said
point being an Easterly Southeast corner of Meacham Field, Thence North 3,583.73 feet and West
1,300.96 feet to the Point of Beginning, the coordinates of said beginning point are X = 2,044,388.18,
Y = 420,531.31 , said point being in the Northerly line of a proposed access road;
THENCE South 65 degrees 47 minutes 16 seconds West, with the Northerly line of said proposed
access road, 125.25 feet to a point;
THENCE North 41 degrees 04 minutes 09 seconds West, 75.61 feet to a point in the Southerly line of
the Butler Lease Site;
THENCE North 48 degrees 55 minutes 51 seconds East, with the Southerly line of said Butler Lease
Site, 120.0 feet to its Easterly Southeast corner;
THENCE South 41 degrees no minutes 02 seconds East, 111 .93 feet to the Place of Beginning and
containing 11,25 2.4 square feet of land, more or less.
NOTE: THE COMPANY DOES NOT REPRESENT THAT THE ACREAGE ANWOR SQUARE FOOTAGE
CALCULATIONS ARE CORRECT.
TRACT 2: PARCEL (C) (HANGAR 17-N) (SEE ITEM 9C ON SCH. B)
A parcel of land out of the James Wallace Survey, and being a portion of a tract conveyed to the City
of Fort Worth by Deed recorded in Volume 1074, Page 498, Deed Records, Tarrant County, Texas, and
also being a portion of the Fort Worth Municipal Airport, Meacham Field, more particularly described
using the Texas Coordinate System, North Central Zone, coordinates and bearings as follows:
COMMENCE at a point in the North line of 38th Street and the West line of North Main Street, said
point being an Easterly Southeast corner of Meacham Field, Thence North 3,870.58 feet and West
1,550,58 feet to the Point of Beginning, said Point of Beginning being the most Westerly corner of
Staci's Jet Lease Site 1 7-N, Parcel A. the coordinates of said beginning point are X = 2,044,1 38.60,
Y = 420,310.42, said point also being in the Northeasterly line of Butler Lease Site;
THENCE North 41 degrees no minutes 02 seconds West, along the Southeasterly line of said Butler
Lease Site, 66.0 feet to a 1 r2 inch iron pin for the most Westerly corner of the herein described of
Parcel Cl-
THENCE
;THENCE North 49 degrees 10 minutes 32 seconds Fast. 130.0 feet;
THENCE South 41 degrees no minutes 02 seconds East, 66.0 fee.=, to a railroad spike in the
Northwesterly line of said Lease Site 17-N, Parcel A;
THENCE South 49 degrees 10 minutes 32 seconds West, along the Northwesterly line of said Lease
Site 17-N, Parcel A, 130.0 feet to the Place of Beginning and containing 9,900 square feet of land,
more or less.
HOUO3:897515.1-2-
NOTE: THE COMPANY DOES NOT REPRESENT THAT THE ACREAGE AND!OR SQUARE FOOTAGE
CALCULATIONS ARE CORRECT.
TRACT 3: HANGAR 22N AND 20N (SEE ITEM 98 ON SCH. 6)
A parcel of land out of the James Wallace Survey, Tarrant County,Texas, and being a portion of tracts
conveyed to the City of Fort Worth by deeds recorded in Volume 1074, Page 498, and Volume 1 1 12,
Page 574, Deed Records, Tarrant County, Texas, and also being a portion of Fort Worth Municipal
Airport, Meacham Field, more particularly described using the Texas Coordinate System, North Central
Zone, coordinates and bearings as follows:
COMMENCE at a point in the North line of 38th Street and West line of North Main Street, said point
being an Easterly Southeast corner of Meacham Field, Thence North 3,668.78 feet and West 1,374.62
feet to the Point of Beginning, said point being the most Easterly corner of Butler Lease option, the
coordinates of said point are X = 2,044,314.75, Y = 420,615.78;
THENCE South 48 degrees 55 minutes 51 seconds West, along a Southwesterly line of said lease,
150.0 feet to a point;
THENCE North 41 degrees no minutes 02 seconds West, 351 -74 feet to a point;
THENCE North 2 degrees 50 minutes 38 seconds East, 112.43 feet to a point in the Northerly line of
said lease;
THENCE South 87 degrees 09 minutes 22 seconds East, along said Northerly line, 100.0 feet to the
most Northerly corner of said Butler Option;
THENCE South 41 degrees no minutes 02 seconds East, along the Southeasterly line of said lease,
363.37 feet to the Place of Beginning and containing 59,256.3 square feet of land, more or less.
NOTE: THE COMPANY DOES NOT REPRESENT THAT THE ACREAGE AND/OR SQUARE FOOTAGE
CALCULATIONS ARE CORRECT.
TRACT 4: PARCEL (A) HANGAR 11-S (SEE ITEM 9C ON SCH. 8)
A tract of land out of the Jaynes Wallace Survey, also being out of a tract conveyed to the City of Fort
Worth by Deed recorded in Volume 1112, Page 574, Deed Records, Tarrant County, Texas, and also
being a portion of Fort Worth Municipal Airport, Meacham Field, more particularly described using the
Texas Coordinate System, North Central Zone, coordinates and bearings as follows:
COMMENCE at a point in the North line of 38th Street and the West line of North Main Street, said
point being an Easterly Southeast corner of Meacham Field, Thence North 941.35 feet and West
1,098.14 feet to the place of beginning, the coordinates of said beginning point are X = 2,044,590.97,
Y = 417,8B9.371-
THENCE
17,889.31;THENCE North 88 degrees 28 minutes 21 seconds West, 60.0 feet to a point for the Southwest corner
of herein described lease;
THENCE North 3 decgrees 0l minute 46 seconds East, 60.0 feet to a point for the Northwest corner of
said lease;
THENCE South 88 degrees 28 minutes 21 seconds East, 60.0 feet to a point for the Northeast corner
of said lease;
THENCE South 3 degrees 01 minute 21 seconds East, 60.0 feet to the place of beginning and
containing 3,600.0 square feet of land, more or less.
NOTE: THE COMPANY DOES NOT REPRESENT THAT THE ACREAGE AND/Oft SQUARE FOOTAGE
CALCULATIONS ARE CORRECT.
TRACT 47 PARCEL IB? HANGAR 11-S iSEE ITEam 9C ON SCH. B}
HOUO3:897515.1-3-
A tract of land out of the James Wallace Survey, also being out of a tract conveyed to the City of Fort
Worth by Deed recorded in Volume 1112, Page 574, Deed Records, Tarrant County, Texas, and also
being a portion of Fort Worth Municipal Airport, Meacham Field, more particularly described using the
Texas Coordinate System, North Central Zone, coordinates and bearings as follows:
COMMENCE at a point in the North line of 38th Street and the West line of North Main Street, said
point being an Easterly Southeast corner of Meacham Field, Thence North 1,001.27 feet and West
1,094.97 feet to the Place of Beginning, said point being the Southeast corner of herein described
Lease Site 11-5, Parcel B, the coordinates of said beginning point are X — 2,044,594,14, Y =
417,949.22;
THENCE North 88 degrees 28 minutes 21 seconds West, along the North line of existing Lease Site
1 1-5, 60.0 feet to its Northwest corner and the Southwest corner of herein described Parcel B;
THENCE North 3 degrees 01 minute 46 seconds East, 11.0 feet to the Northwest corner of herein
described Parcel R;
THENCE South 88 degrees 28 minutes 21 seconds East, 60.0 feet to the Northeast corner of herein
described Parcel 6;
THENCE South 3 degrees 01 minute 46 seconds West, 11 .0 feet to the place of beginning and
containing 660.0 square feet of land, more or less.
NOTE: THE COMPANY DOES NOT REPRESENT THAT THE ACREAGE AND/OR SQUARE FOOTAGE
CALCULATIONS ARE CORRECT.
TRACT 4: PARCEL (C) HANGAR 11-5 (SEE ITEM 9C ON SCH. B)
A parcel of land out of the .James Wallaco Survey, also being out of a tract conveyed to the City of Fort
Worth by Deed recorded in Volume 1 1 12, Page 574, Deed Records, Tarrant County, Texas, and also
being a portion of Fort Worth Municipal Airport, Meacham Field, more particularly described using the
Texas Coordinate System, North Central Zone, coordinates and bearings as follows:
COMMENCE at a point in the North line of 38th Street and the West line of North Main Street, said
point being an Easterly Southeast corner of Meacham Field, Thence North 951,94 feet and West
1,167.65 feet to the Paint of Beginning, said point being in the Westerly line of existing Lease Site
1 1-S, North 3 degrees 01 minute 46 seconds East, 9.0 feet from the Southwest corner of Lease Site
11-S, said point being the Southeast corner of herein described Parcel C. the coordinates of said
beginning point are X = 2,044,531.47, Y — 417,889.90;
THENCE North 86 degrees 58 minutes 14 seconds /,Vest, 20.0 feet for the Southwest corner of herein
described Parcel C;
THENCE North 4 degrees 05 minute 57 seconds West, 40.31 feet to the Northwest corner of herein
described Parcel C;
THENCE South 86 degrees 58 minutes 14 seconds East, 25.0 feet to a point in the Westerly line of
existing Lease Site 1 1-6;
THENCE South 3 degrees 01 minute 46 seconds West, along the Westerly line of said Lease Site 11-S,
40.0 feet to the Place of Beginning and containing 900.0 square feet of land, more or less.
NOTE THE COMPANY DOES NOT REPRESENT THAT THE ACREAGE AND/OR SQUARE FOOTAGE
CALCULATIONS ARE CORRECT.
TRACT 5: HANGAR 19N AND 19S (SEE ITEM 9C ON SCH. B)
A parcel of land out of the James Wallace Survey, and being a portion of a tract conveyed to the City
of Fort Worth by Deed recorded in Volume 10 74, Page 498, Deed Records,Tarrant County, Texas, and
also being a portion of the For*. Worth Municipal Airport, ,Meacham Field, and being more partin..ularly
HOUO3:897515.1-4-
described using the Texas Coordinate System, North Central Zone, coordinates and bearings as follows:
COMMENCE at a point in the North line of 38th Street and the West line of North Main Street, said
point being an Easterly Southeast corner of said Meacham Field, Thence North 4,201.03 feet and West
1,168.47 feet to an iron pin at the Point of Beginning, said Point of Beginning being in the Westerly line
of said North Main Street, the coordinates of said beginning point are X = 2,044,520.65; Y =
421,148.52.;
THENCE South 49 degrees 10 minutes 32 seconds West, 300.00 feet to a point;
THENCE South 40 degrees 49 minutes 28 seconds East, 221 .00 feet to a point
THENCE North 49 degrees 10 minutes 32 seconds East, 296.76 feet to a point for the most Southerly
Southeast corner of said lease, said point being on a curve, the center of which bears South 53 degrees
25 minutes 18 seconds West, a radius of 1,860.08 feet;
THENCE Northwesterly, with said curve to the left and the Westerly line of said North Main Street, an
arc distance of 221 .16 feet to the Place of Beginning and containing 66,426.20 square feet of land,
more or less.
NOTE: THE COMPANY DOES NOT REPRESENT THAT THE ACREAGE AND/0R SQUARE FOOTAGE
CALCULATIONS ARE CORRECT.
TRACT 6: FUEL FARM (FUEL FARM SITE NO, 1) (SEE ITEM 9C ON SCH. R)
A parcel of land out of the S,A. and M.O. Railroad Company Survey, and being a portion of a tract
conveyed to the City of f=ort Worth Municipal Airport, Meacham Field, as conveyed to the City of Fort
Worth by Deed recorded in Volume 1910, Page 561, Deed Records, Tarrant County, Texas, more
particularly described using the Texas Coordinate System,North Central Zane, coordinates and bearings
as follows-
COMMENCE at the Northwest corner of said tract conveyed to the City of Fort Worth described in
Volurne 1910, Page 561, Thence South 131 .14 feet and East 65.27 feet to the Point of Beginning, the
coordinates of said beginning point are X = 2,043,191.80; Y =. 420,307.44, said point also being the
Southwest cornef of Lease Site 1 and the Northwest corner of herein described Lease Site 1-A;
THENCE North 81 degrees 50 minutes 04 seconds East, 00.0 feet to the Southeast corner of Lease Site
1 and the Northeast corner of Lease Site 1-A;
THENCE South B degrees 09 minutes 56 seconds East, 60,0 feetfor the Southeast corner of Lease Site
1-A;
THENCE South 81 degrees 50 minutes 04 seconds West, 60.0 feet for the Southwest corner of Lease
Site 1-A;
THENCE North 8 degrees 09 minutes 56 seconds West, 60.0 feet to the Place of Beginning and
containing 3,600 square feet of land, more or less,
NOTE: THE COMPANY DOES NOT REPRESENT THAT THE ACREAGE AND,OR SQUARE FOOTAGE
CALCULATIONS ARE CORRECT,
TRACT 7: HANGAR 17-N PARCEL B-1 RSEE ITEM 9C ON SCH. E3}
BEING a parcel of land out of the James Wallace Survey, Tarrant County, Texas, and being a portion
of tracts conveyed to the City of F=orL North by Deeds recorded in Volume 1074, Page 498 and Volume
1112, Page 574, Deed Records, Tarrant Cuunty, Texas, and also being a portion of Fort Worth
Municipal Airport, Meacham Field, more particularly described using the Texas Coordinate System,
North Central Zone, coordinates and bearings as follows:
COMMENCE at a point in the North line of 38th Street and the West line of North Main Street, said
H0003:897515.1-5-
point being on Easterly Southeast corner of Meacham Field;
THENCE North 3,590.0 feet and West 1,465.08 feet to the Point of Beginning, said point of beginning
being the West corner of existing Lease 17-N, Parcel B, the coordinates of said beginning point are
X=2,044,224.29, Y=420,536,96;
THENCE South 41 degrees 04 minutes 09 seconds East along Northeasterly line of Parcel B, 75.61 feet
to a point on a curve,the center of which bears North 24 degrees 12 minutes 44 seconds East a radius
distance of 100.0 feet;
THENCE Southwesterly along said curve to the right an arc distance of 63.25 foet to a point of reverse
curve, the center of which bears South 12 degrees 01 minutes 40 seconds West a radius distance of
100.0 feet;
THENCE Southwesterly along said curve to the left an arc distance of 92.57 feet to a point;
THENCE North 48 degrees 55 minutes 51 seconds East 130.93 feet to the point of beginning and
containing 4.114 square feet of land, more or less.
NOTE: THE COMPANY DOES NOT REPRESENT THAT THE ACREAGE AND/OR SQUARE FOOTAGE
CALCULATIONS ARE CORRECT.
TRACT 8: HANGAR 12•N (SEE ITEM 9C ON SCH. E)
BEING 1 15,435 square feet situated at Meacham Field, City of Fort Worth, Tarrant County, Texas, and
being more specifically shown as Lease 12N(31,117 square feet) and the New Additional Area (84,318
square feet) on that certain Sketch Showing Proposed Additional Lease Area To 11 N prepared by the
City of Fort Worth Department of Engineering's Survey Division and dated January 26, 1999 and
further described as follows:
BEGINNING at the most Easterly corner of said Lease 12N and the Southerly corner of Lease 14N and
being South 48 degrees 33 minutes 19 seconds West, 78.30 feet from said Lease 14N's most Easterly
corner;
THENCE Northwesterly, along said Lease 14N Westerly lines the following three (3) courses:
North 41 degrees 10 minutes 12 seconds West, 146 feet;
South 48 degrees 53 minutes 19 seconds West, 95.00 feet;
North 41 degrees 10 minutes 12 seconds West, 194.30 feetto the most Westerly corner of said Lease
14N and called to be a 518 inch iron rod with "CFW" cap in a fence line and being on the Southeasterly
line of Aviation Way;
THENCE Southwesterly, along the meanders of said fence and Southeasterly line of Aviation Way;
THENCE South 41 degrees 04 minutes 09 seconds East, leaving said fence and Southeasterly line of
Aviation Way, 86.00 feet;
THENCE South 48 degrees 55 minutes 51 Seconds West, 72.00 feet;
THENCE South 22 degrees 21 minutes 56 seconds West, 31.31 feet;
THENCE South 41 degrees 04 minutes 09 seconds East, 112.10 feet:
THENCE North 48 degrees 54 minutes 28 seconds East, 8,33 feet;
THENCE South 41 degrees 04 minutes 09 seconds East, 50.25 feet to most Westerly corner of Lease
11 N;
HOUO3:897515.1-6-
THENCE North 48 degrees 54 minutes 31 seconds East, along the Northwesterly line of said Lease
11 N. 505.41 feet to the most Northerly corner of said Lease 7 IN;
THENCE South 40 degrees 45 minutes 21 seconds East. 290.3 feet to the most Easterly corner of said
Lease 11 N and being the most Southerly corner of said Lease 12N;
THENCE North 48 degrees 53 minutes 19 seconds East, along the Southerly line of said Lease 12N to
the Point of Beginning and containing a called total area of 115,435 square feet.
NOTE: THE COMPANY DOES NOT REPRESENT THAT THE ACREAGE ANDIOR SQUARE FOOTAGE
CALCULATIONS ARE CORRECT,
TRACT 8: HANGAR 14-N (SEE ITEM 9C ON SCH. B1
BEING a parcel of land out of Block 1, Meacham Airport, according to Plat filed in Cabinet A, Slide
Number 2445, also known as Fort Worth Meacham International Airport, and being more particularly
described as follows using the Texas Coordinate System, North Central Zone, NAD'27,Coordinates and
Bearings as follows:
COMMENCE at a point in the West line of North Main Street and the North line of 38th Street, said
point being an Easterly Southeast corner of said Meacham Airport;
THENCE North 3657,17 feet, and West, 1065.01 feet, to a nail found at the edge of a concrete apron
for the Point of Beginning of the herein described lease, said point being the West corner of former
Parcel A of the Charlie Hillard Lease, said point also being the most Northerly corner of the East portion
of the former Ward International Lease Site, the Coordinates of said Beginning Point are
X=2,044,634,18, Y=420,604.80;
THENCE generally with the edge of said apron, North 41 degrees 18 minutes 12 seconds West, 50.00
feet, to a 5f8 inch iron rod with a red cap marked "CITY FT. WORTH SURVEY SECTION" set in a
security fence;
THENCE generally with said fence, North 49 degrees 35 minutes 24 seconds East, 236.94 feet, to an
existing fence corner post;
THENCE continuing generally with said fence, South 29 degrees 23 minutes 28 seconds East, 4-8.11
feet, to a 1;2 inch iron rod found at the North corner of said Parcel A;
THENCE continuing generally with said fence, South 27 degrees 39 minutes 35 seconds East, 230.62
Feet, to a 112 inch iron rod found at the East corner of Parcel B of said former Hillard Lease;
THENCE South 48 degrees 63 minutes 19 seconds West, 78.30 feet, to the East building corner of
Hanger 12-N;
THENCE with the face of said Hangar, North 41 degrees 06 minutes 41 seconds West, 80.00 feet to
its North corner;
THENCE with the face of said Hangar, South 4$ degrees 53 minutes 19 seconds West, 95.00 feet, to
a point on the face of said Hangar, at the edge of said apron;
THENCE generally with the edge of said apron, North 41 degrees 10 minutes 12 seconds West, 144.30
to the Point of Beginning, and containing 48,569 square feet of land, morn or less.
NOTE: THE COMPANY DOES NOT REPRESENT THAT THE ACREAGE AND/OR SQUARE FOOTAGE
CALCULATIONS ARE CORRECT.
HOUO3:897515.1-7-
EXHIBIT B
Description of Leases
Hangar 11 N: That certain Ground Lease Agreement , City Secretary Contract ("CSC") No.
28384, (as amended, modified or supplemented and as in effect from time to
time, the "11N Lease") dated as of February 17, 2003, by and between the
City of Fort Worth, 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 (the "Lessor"), and Sterling-Fort Worth
JC, L.P., a Texas limited partnership acting by and through R.F. Bearden,
President of Sterling REIT, Inc., a Texas corporation and Lessee's sole
General Partner ("Lessee"), with respect to certain unimproved property at
Fort Worth Meacham International Airport known as the Hangar 11 N lease
site, assigned by that certain Assignment and Assumption Agreement by and
between Sterling-Fort Worth JC, L.P., a Texas limited partnership acting by
and through R.F. Bearden, President of Sterling REIT, Inc., its general
partner, and Trajen Flight Support, LP, a Delaware limited partnership dated
as of February 21, 2003.
Hamar 11 S: That certain Ground Lease Agreement, CSC No. 28389, (as amended,
modified or supplemented and as in effect from time to time, the "11S
Lease") dated as of February 17, 2003, by and between the Lessor and
Lessee with respect to certain improved and unimproved property at the
Airport known as the Hangar IIS lease site, assigned by that certain
Assignment and Assumption Agreement by and between Sterling-Fort
Worth JC, L.P., a Texas limited partnership acting by and through R.F.
Bearden, President of Sterling REIT, Inc., its general partner, and Trajen
Flight Support, LP, a Delaware limited partnership dated as of February 21,
2003.
Hangars 12N/14N: That certain Ground Lease Agreement, CSC No. 28390, (as amended,
modified or supplemented and as in effect from time to time, the "12/14
Lease") dated as of February 17, 2003, by and between the Lessor and
Lessee with respect to certain improved and unimproved property at the
Airport known as the Hangars 12N and 14N lease sites, assigned by that
certain Assignment and Assumption Agreement by and between Sterling-
Fort Worth JC, L.P., a Texas limited partnership acting by and through R.F.
Bearden, President of Sterling REIT, Inc., its general partner, and Trajen
Flight Support, LP, a Delaware limited partnership dated as of February 21,
2003.
Hangar 17N: That certain Ground Lease Agreement, CSC No. 28385, (as amended,
modified or supplemented and as in effect from time to time, the "17N
Lease") dated as of February 17, 2003, by and between the Lessor and
Lessee with respect to certain improved and unimproved property at the
Airport known as the Hangar 17N lease site, assigned by that certain
HOUO3:897515.1-8-
Assignment and Assumption Agreement by and between Sterling-Fort
Worth JC, L.P., a Texas limited partnership acting by and through R.F.
Bearden, President of Sterling REIT, Inc., its general partner, and Trajen
Flight Support, LP, a Delaware limited partnership dated as of February 21,
2003.
Hangar 19N: That certain Ground Lease Agreement, CSC No. 28387, (as amended,
modified or supplemented and as in effect from time to time, the "19N
Lease") dated as of February 17, 2003, by and between the Lessor and
Lessee with respect to certain improved and unimproved property at the
Airport known as the Hangar 19N lease site, assigned by that certain
Assignment and Assumption Agreement by and between Sterling-Fort
Worth JC, L.P., a Texas limited partnership acting by and through R.F.
Bearden, President of Sterling REIT, Inc., its general partner, and Trajen
Flight Support, LP, a Delaware limited partnership dated as of February 21,
2003.
Hangars 20N/22N: That certain Ground Lease Agreement, CSC No. 28386, (as amended,
modified or supplemented and as in effect from time to time, the "20/22
Lease") dated as of February 17, 2003, by and between the Lessor and
Lessee with respect to certain unimproved property at the Airport known as
the Hangars 20N and 22N lease site, assigned by that certain Assignment
and Assumption Agreement by and between Sterling-Fort Worth JC, L.P., a
Texas limited partnership acting by and through R.F. Bearden, President of
Sterling REIT, Inc., its general partner, and Trajen Flight Support, LP, a
Delaware limited partnership dated as of February 21, 2003.
Fuel Farm Site: That certain Tank Farm Lease And Public Fueling Agreement, CSC No.
28388, (as amended, modified or supplemented and as in effect from time to
time, the "Fuel Farm Lease") dated as of February 17, 2003, by and
between the Lessor and Lessee with respect to a fuel farm at the Airport
known as Fuel Farm Site No. 1 and all improvements thereon, assigned by
that certain Assignment and Assumption Agreement by and between
Sterling-Fort Worth JC, L.P., a Texas limited partnership acting by and
through R.F. Bearden, President of Sterling REIT, Inc., its general partner,
and Trajen Flight Support, LP, a Delaware limited partnership dated as of
February 21, 2003.
FBO Permit: That certain Fixed Base Operator Permit, CSC No. 28383, (as amended,
modified or supplemented and as in effect from time to time, the "FBO
Lease", together with the I IN Lease, I IS Lease, 12/14 Lease, 17N Lease,
19N Lease, 20/22 Lease and the Fuel Farm Lease, the "Lease") dated as of
February 17, 2003, issued by the Lessor to Lessee authorizes Lessee and its
employees to provide Fixed Base Operator ("FBO") services at the Airport
only, assigned by that certain Assignment and Assumption Agreement by
and between Sterling-Fort Worth JC, L.P., a Texas limited partnership
acting by and through R.F. Bearden, President of Sterling REIT, Inc., its
general partner, and Trajen Flight Support, LP, a Delaware limited
partnership dated as of February 21, 2003.
HOUO3:897515.1-9-
Hou03:8975!5.1-10-
Exhibit"D"
Monthly Rent under the Leases
1. The initial monthly rent under the Hangar 11N Lease was $5,479.65, not including sales tax.
This amount is adjusted annually for inflation and adjusted every five years pursuant to the
Schedule of Rates and Charges attached to the Hangar 11N Lease.
2. The initial monthly rent under the Hangar 11 S Lease was $97.25, not including sales tax.
This amount is adjusted annually for inflation and adjusted every five years pursuant to the
Schedule of Rates and Charges attached to the Hangar 11 S Lease.
3. The initial monthly rent under the Hangars 12N/14N Lease was $3,021.98, not including
sales tax. This amount is adjusted annually for inflation and adjusted every five years
pursuant to the Schedule of Rates and Charges attached to the Hangars 12N/14N Lease.
4. The initial monthly rent under the Hangar 17N Lease was $1,718.11, not including sales tax.
This amount is adjusted annually for inflation and adjusted every five years pursuant to the
Schedule of Rates and Charges attached to the Hangar 17N Lease.
5. The initial monthly rent under the Hangar 19N Lease was $1,107.10, not including sales tax.
This amount is adjusted annually for inflation and adjusted every five years pursuant to the
Schedule of Rates and Charges attached to the Hangar 19N Lease.
6. The initial monthly rent under the Hangars 20N/22N Lease was $987.60, not including sales
tax. This amount is adjusted annually for inflation and adjusted every five years pursuant to
the Schedule of Rates and Charges attached to the Hangars 20N/22N Lease.
7. The initial monthly rent under the Fuel Farm Site Lease was $325.08, not including sales
tax. This amount is adjusted annually for inflation and adjusted every five years pursuant to
the Schedule of Rates and Charges attached to the Fuel Farm Site Lease.
HOUO3:897281.3
City of Fort Worth, Texas
Mayorand Council Communication
DATE REFERENCE NUMBER LOG NAME PAGE
3/4/03 **C-19504 55TRAJEN 1 of 1
SUBJECT CONSENT TO EXECUTION OF DEED OF TRUST LIEN BY TRAJEN FLIGHT SUPPORT,
L.P. IN FAVOR OF MERRILL LYNCH CAPITAL OF FORT WORTH RELATED TO LEASE
SITES AT FORT WORTH MEACHAM INTERNATIONAL AIRPORT
RECOMMENDATION:
It is recommended that the City Council authorize the City Manager to execute a written consent to the
execution of a Deed of Trust Lien by Trajen Flight Support, L.P., a Delaware Limited Partnership
(Trajen), in favor of Merrill Lynch Capital, a Division of Merrill Lynch Business Financial Services, Inc., a
Delaware Corporation (Bank), on Trajen's lease sites at Fort Worth Meacham International Airport
(Airport).
DISCUSSION:
Trajen currently has seven leases in effect for lease sites 11 N, 11 S, 12N, 14N, 17N, 19N, 20N, 22N
and Fuel Farm Site No. 1 at the Airport, pursuant to City Secretary Contract Nos. 28384, 28385, 28386,
28387, 28388, 28389, 28390, as previously assigned (the Leases).
Trajen wishes to finance the purchase of the leasehold rights and certain assets from Sterling-Fort
Worth J.C., L.P. through a loan from the Bank and has requested the City's consent to its execution of a
Deed of Trust Lien on the leasehold in order for the Bank to secure its loan. The Deed of Trust Lien will
grant the Bank the right to operate as the lessee or to secure another tenant in place of Trajen, if
approved by the City Council, in the event that Trajen defaults under the loan or breaches its Lease
with the City.
Trajen FBO, L.L.C., a Delaware Limited Liability Company, is Trajen's General Partner, and its
representing officer is John W. Clanton, Manager.
FISCAL INFORMATION/CERTIFICATION:
The Finance Director certifies that this action will have no material effect on City funds.
MO:r
Submitted for City Manager's FUND ACCOUNT CENTER AMOUNT CITY SECRETARY
Office by: (to)
Marc Ott 8476
Originating Department Head:
Bridgette Garrett(Acting) 5403 (from) APPROVED 3/4/03
Additional Information Contact:
Luis Elguezabal 5401