HomeMy WebLinkAboutContract 33870-CA3 CITY SECRETAIW
C( 1717ACT NO. 33x"O
CONSENT TO ASSIGNMENT
FOR SECURITY PURPOSES OF
ECONOMIC DEVELOPMENT PROGRAM AGREEMENT
BETWEEN CITY OF FORT WORTH AND
1701 COMMERCE ACQUISITION LLC
D/B/A 1701 FORT WORTH HOTEL
(CITY SECRETARY CONTRACT NO.33870,AS AMENDED)
This CONSENT TO ASSIGNMENT FOR SECURITY PURPOSES OF AMENDED
AND RESTATED ECONOMIC DEVELOPMENT PROGRAM AGREEMENT
("Consent") is entered into by and between the CITY OF FORT WORTH ("City"), a home
rule municipal corporation organized under the laws of the State of Texas; 1701 COMMERCE
ACQUISITION LLC, a Delaware limited liability company authorized to do business in the
State of Texas as 1701 Fort Worth Hotel LLC ("Developer"), a Delaware limited partnership;
1701 TPC MEZZ CO LLC, a Delaware limited liability company ("Mezzanine Borrower"),
GUGGENHEIM LIFE AND ANNUITY COMPANY, a Delaware life insurance company
("Lender"); and TERRA SECURED INCOME FUND 4, LLC, a Delaware limited liability
company("Mezzanine Lender").
RECITALS
The City, Developer, Lender, Mezzanine Borrower and Mezzanine Lender hereby agree
that the following statements are true and correct and constitute the basis upon which the parties
have entered into this Consent:
A. The City and Developer have entered into that certain Economic
Development Program Agreement on file in the City Secretary's Office as City
Secretary Contract No. 33870, as previously amended by City Secretary Contract
Nos. 34442, 35075, 36660, 33870-A4, 33870-A5, and 33870-A6, and as
previously assigned by Presidio Hotel Fort Worth, L.P. to Developer with the
City's consent pursuant to City Secretary Contract No. 33870-CA2 (collectively,
the"EDPA").
B. Section 12.2 of the EDPA allows Developer to assign its rights and
obligations under the EDPA to a financial institution or other lender for purposes
of granting a security interest in the Hotel and Hotel Property without the
approval of the City Council,provided that Developer and the financial institution
or other lender first execute a written agreement with the City governing the
rights and obligations of the City, Developer, and the financial institution or other
lender with respect to such security interest.
C. Developer wishes to obtain a loan from Lender in the original
principal amount of $41,000,000 in order to purchase the Hotel and the Hotel
MM Property (the "Loan"). In connection with the Loan, simultaneously with
M_ entering into this Consent, Lender and Developer are entering into that certain
< Loan Agreement dated as of the date hereof (as the same may be amended,
M
a _
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[Consent to Assignment for Security Purposes of Economic Development Program Agreement OFFICIAL RECORD
00 CITY SECRETARY
FT.WORTH,TX
restated, replaced, supplemented, or otherwise modified from time to time, the
"Loan Agreement'), and Developer has executed that certain Promissory Note in
favor of Lender in the amount of the Loan, dated of even date herewith (the
"Senior Note"), and that certain Deed of Trust and Security Agreement for the
benefit of Lender (the "Deed of Trust"), which creates a lien in favor of Lender
in the Hotel and Hotel Property in order to secure repayment of the Note (the
Loan Agreement, the Senior Note, the Deed of trust and all other documents
entered into in connection with the Loan are collectively referred to herein as the
"Loan Documents").
D. The Loan Documents require that Developer assign, transfer and
convey to Lender all of Developer's rights, interest in and to the EDPA until such
time as Developer has fully satisfied all duties and obligations set forth in the
Loan Documents that are necessary to discharge Lender's security interest in the
EDPA(the"Assignment").
E. The City is willing to consent to the Assignment, and to agree to
the terms under which Lender or its designee may succeed to the interest of
Developer under the EDPA, specifically in accordance with the terms and
conditions of this Consent.
F. Mezzanine Borrower is the sole member of Developer.
G. Simultaneously with entering into this Consent, Mezzanine Lender
and Mezzanine Borrower are entering into that certain Mezzanine Loan
Agreement dated as of the date hereof(as the same may be amended, restated,
replaced, supplemented, or otherwise modified from time to time, the
"Mezzanine Loan Agreement"), which Mezzanine Loan Agreement evidences a
certain mezzanine loan made by Mezzanine Lender to Mezzanine Borrower in the
original principal amount of$8,800,000 (the "Mezzanine Loan"), evidenced by
that certain Promissory Note of even date herewith executed and delivered by
Mezzanine Borrower in favor of Mezzanine Lender (the "Note"), and secured, in
part, by a pledge of 100% of Mezzanine Borrower's membership interests (the
"Membership Interests") in Developer, as evidenced by that certain Pledge and
Security Agreement given by Mezzanine Borrower to Mezzanine Lender (the
"Pledge Agreement").
H. The Mezzanine Loan Agreement, the Note, the Pledge Agreement
and all other documents entered into in connection with the Mezzanine Loan are
collectively referred to herein as the"Mezzanine Loan Documents".
I. Lender and Mezzanine Lender have entered into that certain
Intercreditor Agreement of even date herewith pursuant to which the respective
rights and obligations of each are established(the "Intercreditor Agreement").
J. In the event Mezzanine Lender exercises its remedies pursuant to
the terms of Mezzanine Loan Documents and the Intercreditor Agreement and
becomes the owner of the Membership Interests, either directly or through an
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[Consent to Assignment for Security Purposes of Economic Development Program Agreement]
affiliate or designee, or in the event that as a result of the exercise of Mezzanine
Lender's remedies pursuant to the terms of Mezzanine Loan Documents and the
Intercreditor Agreement, a third party becomes the owner of the Membership
Interests, the EDPA will remain in full force and effect and the terms of the
EDPA will continue to inure to the benefit of Developer.
K. The City is willing to confirm that the EDPA will remain in full
force and effect and the terms of the EDPA will continue to inure to the
Developer in the event Mezzanine Lender exercises the remedies set forth in
Recital J above.
AGREEMENT
1. The City, Developer, Lender, Mezzanine Borrower and Mezzanine Lender hereby agree
that the recitals set forth above are true and correct and form the basis upon which the City has
entered into this Consent.
2. The City hereby consents to the Assignment at the request of Developer and Lender
solely for the purpose of Lender's securing the Loan pursuant to and in accordance with the Loan
Documents. Notwithstanding such consent, the City does not adopt, ratify or approve any of the
particular provisions of the Loan Documents and, unless and to the extent specifically
acknowledged by the City in this Consent, does not grant any right or privilege to Lender or any
assignee or successor in interest thereto that is different from or more extensive than any right or
privilege granted to Developer under the EDPA.
3. The City hereby acknowledges and agrees that in the event Mezzanine Lender, pursuant
to the terms of Mezzanine Loan Documents and the Intercreditor Agreement, becomes the owner
of the Membership Interests, either directly or through an affiliate or designee, whether by
foreclosure or an assignment in lieu thereof, or in the event that as a result of the exercise of
Mezzanine Lender's remedies pursuant to the terms of Mezzanine Loan Documents and the
Intercreditor Agreement, a third party becomes the owner of the Membership Interests, the
EDPA will remain in full force and effect and the terms of the EDPA will continue to inure to
the Developer. Notwithstanding such acknowledgment and agreement, the City does not adopt,
ratify or approve any of the particular provisions of the Mezzanine Loan Documents or the
Intercreditor Agreement and, unless and to the extent specifically acknowledged by the City in
this Consent, does not grant any right or privilege to Mezzanine Lender or any assignee or
successor in interest thereto that is different from or more extensive than any right or privilege
granted to the benefit of Developer under the EDPA.
4. In the event that the City is required by the EDPA to provide any kind of written notice to
Developer, including notice of breach or default by Developer,the City shall also simultaneously
provide a copy of such written notice to Lender and Mezzanine Lender, addressed to the
following, or such other party or address as Lender or Mezzanine Lender designates in writing,
by reputable overnight courier for next day delivery, certified mail, postage prepaid, or by hand
delivery:
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[Consent to Assignment for Security Purposes of Economic Development Program Agreement)
If to Lender:
Guggenheim Life and Annuity Company
401 Pennsylvania Parkway, Suite 300
Indianapolis,IN 46280
Phone: 317-396-9953
Facsimile No.: 317-574-6272
Attention: GLAC Real Estate Investment Office
E-mail: GLACREInvestmentg"g eg nheimpartners.com
with a copy to:
Guggenheim Life and Annuity Company
227 West Monroe St., Suite 4900
Chicago, IL 60606
Phone: 312-827-0100
Facsimile No.: 312-827-0197
Attention: GLAC Legal Office
E-mail: GLACRELeg_alg_enheim^partners.com
and:
Guggenheim Life and Annuity Company
c/o Guggenheim Commercial Real Estate Finance, LLC
3455 Peachtree Road NE, Suite 500
Atlanta, GA 30326
Attention: Eugene Ansley, Jr.
and a copy to:
Winstead PC
401 Congress Avenue
Suite 2100
Austin, Texas 78701
Attention: Nicholas M. Pyka,Esq.
or such other address(es) as Lender may advise City from time to time.
If to Mezzanine Lender:
Terra Secured Income Fund 4, LLC
c/o Terra Capital Partners, LLC]
805 Third Avenue, 8th Floor
New York,NY 10022
Attn: Bruce Batkin
Facsimile: 212-753-5102
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[Consent to Assignment for Security Purposes of Economic Development Program Agreement[
and a copy to:
Brown Rudnick LLP
Seven Times Square
New York,NY 10036
Attention: Mark S. Fawer,Esq.
Facsimile: (212) 938-2882
or such other address(es) as Mezzanine Lender may advise City from time to time.
5. If Developer fails to cure any default under the EDPA, the City agrees that Lender and
Mezzanine Lender, and each of their respective agents or designees shall have an additional
thirty (30) calendar days beyond the cure period given to Developer under the EDPA, or such
greater time as may specifically be provided under the EDPA, to perform any of the obligations
or requirements of Developer imposed by the EDPA, and that the City will accept Lender's
and/or Mezzanine Lender's performance of the same as if Developer had performed such
obligations or requirements; provided, however, that in the event such default cannot be cured
within such time, Lender or Mezzanine Lender, and each of their respective agents or designees,
shall have such additional time as may be reasonably necessary if within such time period
Lender or Mezzanine Lender has commenced and is diligently pursuing the remedies to cure
such default, including, without limitation, such time as may be required for either lender, as
applicable,to gain possession of Developer's interest in the Hotel or the Hotel Property pursuant
to the terms of the Loan Documents.
6. Neither Lender nor Mezzanine Lender may assign this Consent to another person or
entity unless such person or entity first executes a written agreement with the City and
Developer, in substantially the same form as this Consent, pursuant to which such person or
entity agrees to the same terms and conditions imposed on Lender and/or Mezzanine Lender, as
applicable, hereunder. City agrees, upon written notice from Lender of its intent to assign its
security interest in the EDPA, to provide and execute such written agreement with Lender's
assignee. In such an event, Lender will release all of its rights under this Consent and shall be
released from any and all obligations hereunder.
7. If at any time Lender wishes to exercise any foreclosure rights under the Loan
Documents,before completing any judicial or non judicial foreclosure sale of the Hotel Property,
Lender shall first provide written notice to the City that Lender has, as applicable, either (i)
instituted a judicial foreclosure action related to the Hotel Property or (ii) posted the Hotel
Property for a non judicial foreclosure sale (a "Notice"). Lender shall copy Developer on the
Notice and deliver such Notice to Developer by both first class and certified mail return receipt
concurrent with its transmittal of the Notice to the City and represent in the Notice that it has
done so. Upon receipt of the Notice, City will provide Lender with a form of agreement in
substantially the same form as that attached hereto as Exhibit "A" (the "Assumption
Aareement"), to be executed by Lender, or such other Affiliate of Lender designated by Lender
to acquire Lender's interest under the Loan Documents (Lender or its designated Affliate is
referred to hereinafter as the "Assuming Party")within a reasonable period following Assuming
Party's taking title to the Hotel Property, and City, whereby Assuming Party agrees to assume
and be bound by all covenants and obligations of Developer under the EDPA, and City agrees to
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(Consent to Assignment for Security Purposes of Economic Development Program Agreement]
recognize Assuming Party as the "Developer" under the EDPA, with all of the rights and
privileges thereunder, including, without limitation, the right to receive all Program Grants. For
purposes of this paragraph, an "Affiliate" of Lender shall mean any entity, incorporated or
otherwise, (i) under common control with, controlled by or controlling Lender, with the term
"control"meaning fifty percent (50%)or more of the direct or indirect ownership,determined by
either value or voting rights. Upon Assuming Party's execution and delivery of the Assumption
Agreement to the City at the address for the City specified in the EDPA, City shall (i)promptly
execute and deliver an original counterpart of the Assumption Agreement, executed by City, and
(ii) recognize Assuming Party as Developer under the EDPA as of the effective date of the
Assumption Agreement. Until Assuming Party has delivered the Assumption Agreement to
City, Lender understands and agrees that the City shall not be bound to pay Assuming Party any
Program Grants pursuant to the EDPA. Notwithstanding the foregoing, City agrees that, after
Assuming Party has entered into a written agreement with the City assuming all covenants and
obligations of Developer under the EDPA, Assuming Party shall be entitled to, and City shall
pay to Assuming Party, all Program Grants to be paid pursuant to the EDPA, including all
Program Grants earned but unpaid as of the date Assuming Party enters into the Assumption
Agreement with the City. In addition, Lender understands and agrees that if, after succeeding to
the interest of Developer under the EDPA, Lender (or any other Assuming Party) wishes to sell
all or any portion of the Hotel or the Hotel Property to a third party, the City shall not be bound
to pay such third party any Program Grants pursuant to the EDPA unless Assuming Party and
such third party comply with the procedure for assignment set forth in Section 12.1 of the EDPA,
including the obligation of such third party to enter into a written agreement with the City to
assume and be bound by all covenants and obligations of Developer under the EDPA.
Notwithstanding anything to the contrary herein, if the Hotel Property is acquired through the
foreclosure proceedings set forth in this paragraph by a party other than Lender or an Affiliate of
Lender (as the Assuming Party hereunder), this Consent shall terminate effective upon the
transfer to such third party of title to the Hotel Property.
8. In the event of any conflict between this Consent and the EDPA, this Consent shall
control. In the event of any conflict between this Consent and any of the Loan Documents, any
of the Mezzanine Loan Documents or the Intercreditor Agreement, this Consent shall control as
to the City. In the event of any conflict between the EDPA and any of the Loan Documents, any
of the Mezzanine Loan Documents or the Intercreditor Agreement, the EDPA shall control as to
the City.
9. This Consent may not be amended or modified except by a written agreement executed
by all of the parties hereto. Notwithstanding anything to the contrary in the Loan Documents or
the Mezzanine Loan Documents or the Intercreditor Agreement, an amendment to any of the
Loan Documents, the Mezzanine Loan Documents or the Intercreditor Agreement shall not
constitute an amendment to this Consent or the EDPA.
10. Once Developer has fully satisfied all duties and obligations set forth in the Loan
Documents that are necessary to discharge Lender's security interest in the EDPA and such
security interest is released, Lender shall provide written notice to the City that Lender has
released such security interest, in which case this Consent shall automatically terminate.
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(Consent to Assignment for Security Purposes of Economic Development Program Agreement
11. This Consent shall be construed in accordance with the laws of the State of Texas.
Venue for any action arising under the provisions of this Consent 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.
12. Capitalized terms used but not specifically defined in this Consent shall have the
meanings ascribed to them in the EDPA.
13. This written instrument contains the entire understanding and agreement among the City,
Developer, Lender, Mezzanine Lender and Mezzanine Borrower as to the matters contained
herein applicable to each. Any prior or contemporaneous oral or written agreement concerning
such matters is hereby declared null and void to the extent in conflict with this Consent.
14. This Consent shall be effective on the later date as of which all parries have executed it.
This Consent may be executed in any number of duplicate originals and each duplicate original
shall be deemed to be an original. The failure of any party hereto to execute this Consent, or any
counterpart hereof, shall not relieve the other signatories from their obligations from their
obligations hereunder.
15. The City and Developer hereby represent and warrant as follows:
(a) The Completion Date was December 31, 2008.
(b) There are no other agreements in existence between the City and
Developer other than the EDPA with respect to the matters which are the subject of such
agreement.
(c) Except as set forth in Recital A of this Consent, the EDPA has not been
altered, amended or modified since the date of its original execution, and the EDPA is
presently in full force and effect.
(d) As of the date of execution of this Consent, to the best of the City's and
Developer's knowledge, neither the City nor Developer is in default under the terms,
conditions, covenants and obligations of the EDPA, and, to the best of the City's and
Developer's knowledge, no act or omission by City nor Developer has occurred which
with the passage of time, the giving of notice, or both, would constitute a default under
the EDPA.
(e) As of the date of execution of this Consent, the City has paid a total of
$1,621,790.36 in Program Grants pursuant to the EDPA.
(f) During the term of the Loan, Developer will not request, and City and
Developer will not consent, to an amendment to the EDPA without the prior written
consent of Lender,which consent shall not be unreasonably withheld or delayed.
(g) Notwithstanding anything to the contrary herein, Assuming Party shall not
be subject to any liability or obligation under the EDPA unless Assuming Party has
provided the City with an executed Assumption Agreement, in which case Assuming
Page 7
[Consent to Assignment for Security Purposes of Economic Development Program Agreement)
Party shall not be (i) liable for, or obligated to cure, any default of Developer under the
EDPA, unless the City has provided Lender with written notice of such default prior to
the date of Assuming Party's execution of the Assumption Agreement, or (ii) bound by
any amendment or modification to the EDPA made without Lender's consent.
EXECUTED to take effect as of the last date indicated below:
[SIGNATURES IMMEDIATELY FOLLOW ON NEXT FIVE(5) PAGES]
Page 8
Consent to Assignment for Security Purposes of Economic Development Program Agreement]
CITY OF FORT WORTH: APPROVED AS TO FORM
AND LEGALITY:
By:. R�t�-dO _ By: _
Fernando Costa Peter Vaky
Assistant City Manager Deputy City Attorney
Date: M&C: C-26147 03-19-13
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OFFICIAL RECORD
CITY SECRETARY
FT.WORTH,TX
Signature Page to Consent to,%ssignment for Security Purposes of Economic Development Program Agreement!
1701 COMMERCE ACQUISITION LLC,
a Delaware limited liability company
doing business as 1701 Fort Worth Hotel LLC
By:
- r
Name: Su tel
Title: President
Date:
OFFICIAL RECORD
CITY SECRETARY
FT. (NORTH, TX
Signature Page to Consent to Assignment for Securit% Purposes of Economic Development Program Agreement
1701 TCP MEZZCO LLC,
a Delaware limited liability company
By:
Name: 4 sh 1 Patel
Title: President
Date: tk
[Signature Page to Consent to.Assignment for Security Purposes of Economic Development Program Agreement
GUGGENHEIM LIFE AND ANNUITY COMPANY,
a Delaware life insurance company
By:
Name: JaffieOs D. Purvis
Title: Chief Operating Officer
Date: 7/1 5 201,3
[Signature Page to Consent to Assignment for Security Purposes of Economic Development Program Agreement]
TE SECURED INCOME FUND 4,LLC, ,
a la arw-lymited liability company
{
By:_
Nam6: B e Batkin
Title: Authorized Representative
Date:
]Signature Page to Consent to Assignment for Security Purposes of Economic Development Program Agreement]
EXHIBIT"A"
ASSUMPTION AGREEMENT
OF ECONOMIC DEVELOPMENT PROGRAM AGREEMENT
(CITY SECRETARY CONTRACT NO. 33870,AS AMENDED)
This ASSUMPTION AGREEMENT OF ECONOMIC DEVELOPMENT
PROGRAM AGREEMENT (CITY SECRETARY CONTRACT NO. 33870, AS
AMENDED) ("Assumption Agreement") is made and entered into by and between the CITY
OF FORT WORTH ("City"), a home rule municipal corporation organized under the laws of
the State of Texas; and a ("Successor
Developer").
The following introductory provisions are true and correct and form the basis upon which
the City and Successor Developer have entered into this Assumption Agreement:
A. As of August 14, 2006 the City and Presidio Hotel Fort Worth, L.P. ("Presidio") entered
into that certain Economic Development Program Agreement on File in the City Secretary's
Office as City Secretary Contract No. 33870, which was subsequently amended by City
Secretary Contract Nos. 34442, 35075, 36660, 33870-A4, 33870-A5 and 33870-A6 (collectively,
the "EDPA"). Under the EDPA, Presidio agreed, among other things, to construct certain
improvements to the Hotel owned by Presidio and located at 1701 Commerce Street in the City,
which is now generally known as the Sheraton Fort Worth Hotel and Spa. In return, the City
agreed to pay Presidio certain Program Grants as authorized by Chapter 380 of the Texas Local
Government Code and outlined in the EDPA.
B. The Hotel and Hotel Property were subsequently sold by Presidio to 1701 Commerce,
LLC, a Texas limited liability company that was not affiliated with 1701. Pursuant to an order of
the United States Bankruptcy Court for the Northern District of Texas, Fort Worth Division, in
the case styled In re 1701 Commerce, LLC, Case No. 12-41748-DML-11, 1701 Commerce, LLC
sold the Hotel and Hotel Property to 1701, and the City consented to an assignment of the EDPA
by Presidio to 1701 pursuant to City Secretary Contract No. 33870-CA2.
C. The City, 1701 and GUGGENHEIM LIFE AND ANNUITY COMPANY, a Delaware
life insurance company ("Guggenheim"), simultaneously entered into that certain Consent to
Assignment for Security Purposes of Economic Development Agreement (City Secretary Contract
No. 33870-CA6) (the "Collateral Assignment Agreement"). Under the Collateral Assignment
Agreement,the City consented to,among other things,Guggenheim's taking of a security interest in
the EDPA in connection with a Loan made by Guggenheim to finance 1701's acquisition of the
Hotel and Hotel Property and to the assignment of the EDPA to Guggenheim for that limited
purpose. The City and 1701 also agreed that if Guggenheim wished to foreclose on its Loan,
Guggenheim would provide a Notice to the City and 1701, and upon execution of an Assumption
Agreement between the City and Guggenheim, the EDPA would be deemed fully assigned to
[Exhibit A to Consent to Assignment for Security Purposes of Economic Development Program Agreement]
Successor Developer, and Successor Developer would have all right, title and interest of
"Developer"under the EDPA.
D. Guggenheim has delivered Notice to the City and 1701 of its intent to foreclose on its
Loan, and Successor Developer has subsequently taken title to the Hotel Property and wishes to
accept all right, title and interest of "Developer" under the EDPA in accordance with this
Assumption Agreement.
NOW, THEREFORE, for good and valuable consideration, the receipt and adequacy of
which are hereby acknowledged,the City and Successor Developer agree as follows:
1. In accordance with Collateral Assignment Agreement, Successor Developer hereby
assumes all right,title and interest of Developer under the EDPA, and the City hereby recognizes
such assumption, effective as of the date on which the City and Successor Developer have both
executed this Assumption Agreement("Effective Date").
2. Successor Developer promises and covenants to the City, that as of the Effective Date,
Successor Developer will comply with all duties and obligations of Developer set forth in the
EDPA. This Assumption Agreement does not grant Successor Developer any greater or different
rights under the EDPA than those of Developer.
3. Successor Developer understands and agrees that no act or omission of 1701 or Presidio
prior to the Effective Date will serve to mitigate any Event of Default set forth in Section 8 of the
EDPA or any failure to meet any or all of the numerical commitments for employment and
supply and service spending on the Hotel Property, as set forth in Sections 4.3 and 4.4 of the
EDPA,provided,however,that,notwithstanding the foregoing, Successor Developer shall not be
obligated to cure any default or event of default under the EDPA for which City has not provided
written notice to Guggenheim prior to Successor Developer's execution of this Assumption
Agreement.
4. All terms in this Assumption Agreement that are capitalized but not defined shall have
the meanings assigned to them in the EDPA or the Collateral Assignment Agreement, as the case
may be.
]Exhibit A to Consent to Assignment for Security Purposes of Economic Development Program Agreement]
IN WITNESS WHEREOF,the undersigned have caused this Assumption Agreement to
be executed in multiples as of the last date indicated below:
CITY OF FORT WORTH: ATTEST:
By: By:
Name: Name:
Assistant City Manager City Secretary
Date:
APPROVED AS TO FORM AND LEGALITY:
By:
Name:
Assistant City Attorney
M&C: none required
[Exhibit A to Consent to Assignment for Security Purposes of Economic Development Program Agreement]
GUGGENHEIM LIFE AND ANNUITY COMPANY,
a Delaware life insurance company:
By:
Name:
Title:
Date:
[Exhibit A to Consent to Assignment for Security Purposes of Economic Development Program Agreement]
DALLAS_1/6083183v.S
52845-61 013/20/2013