SEVENTH BONDS RENEWAL AND EXTENSION AGREEMENT
This SEVENTH BONDS RENEWAL AND EXTENSION AGREEMENT (this "Seventh Renewal")
is executed this ___ day of March, 2001 (the "Execution Date"), but effective as
of December 28, 2000, by and between WRI HOLDINGS, INC. ("Maker"), a Texas
corporation, and WEINGARTEN REALTY INVESTORS ("Payee"), a Texas real estate
investment trust.
W I T N E S S E T H:
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WHEREAS, the Payee is the sole legal owner and holder of those certain 16%
Mortgage Bonds Due 1994, dated December 28, 1984 (the "Original Bonds"), in the
face principal sum of THREE MILLION ONE HUNDRED FIFTY THOUSAND and NO/100
DOLLARS ($3,150,000.00) executed by Maker payable to the order of Weingarten
Realty, Inc. ("WRI"), a Texas corporation, payable as therein provided, which
Bonds are secured by
(i) that certain Trust Indenture, dated December 28, 1984 (the "Original
Trust Indenture") executed by Maker and Texas Commerce Bank National
Association, a national banking association (now known as Chase Bank of Texas,
N.A.) (ATrustee@);
(ii) that certain River Pointe Negative Pledge Agreement, dated December 28,
1984 (the "Original Negative Pledge") executed by Maker, WRI, and Plaza
Construction, Inc. ("Plaza"); and
(iii) such other documents, instruments, and agreements executed in
connection with, as security for, or as evidence of the obligations evidenced by
the Original Bonds (collectively, the Original Trust Indenture, the Original
Negative Pledge, and such other documents, instruments, and agreements being
herein called the "Original Security Instruments"); and
WHEREAS, WRI assigned and conveyed all of its property, both real and
personal, including, without limitation, the Original Bonds, to Payee, as
evidenced by that certain Master Deed and General Conveyance dated April 5, 1988
from WRI to Payee; and
WHEREAS, effective as of December 28, 1994, Maker and Payee renewed and
extended the maturity date of the Original Bonds to December 28, 1995 pursuant
to the terms of that certain Bonds Renewal and Extension Agreement, dated as of
December 28, 1994 ("First Renewal"); and
WHEREAS, effective as of December 28, 1995, Maker and Payee renewed and
extended the maturity date of the Original Bonds to December 28, 1996, pursuant
to the terms of that certain Bonds Second Renewal and Extension Agreement dated
as of December 28, 1995 ("Second Renewal"); and
WHEREAS, effective as of December 28, 1996, Maker and Payee renewed and extended
the maturity date of the Original Bonds to December 28, 1997, pursuant to the
terms of that certain Third Bonds Renewal and Extension Agreement, dated as of
December 28, 1996 ("Third Renewal"); and
WHEREAS, effective as of December 28, 1997, Maker and Payee renewed and
extended the maturity date of the Original Bonds to December 28, 1998, pursuant
to the terms of that certain Fourth Bonds Renewal and Extension Agreement, dated
as of December 28, 1997 ("Fourth Renewal"); and
WHEREAS, effective as of December 28, 1998, Maker and Payee renewed and extended
the maturity date of the Original Bonds to December 28, 1999, pursuant to the
terms of that certain Fifth Bonds Renewal and Extension Agreement, dated as of
December 28, 1998 ("Fifth Renewal"); and
WHEREAS, effective as of December 28, 1999, Maker and Payee renewed and
extended the maturity date of the Original Bonds to December 28, 2000, pursuant
to the terms of that certain Sixth Bonds Renewal and Extension Agreement, dated
as of December 28, 1999 ("Sixth Renewal") (the Original Bonds, Original Negative
Pledge, and Original Security Instruments, each as modified, renewed, and
extended by the First Renewal, Second Renewal, Third Renewal, Fourth Renewal,
Fifth Renewal, and Sixth Renewal, being herein called the "Bonds," the "Negative
Pledge," and the "Security Instruments," respectively); and
WHEREAS, Maker and Payee amended and supplemented the terms of the Original
Trust Indenture to reflect the renewal and extension of the Bonds, as provided
in the First Renewal, Second Renewal, Third Renewal, Fourth Renewal, Fifth
Renewal, and Sixth Renewal, such amendments being evidenced by (i) that certain
Supplemental Trust Indenture dated as of December 28, 1994 among Maker, Trustee,
and Payee, (ii) that certain Second Supplemental Trust Indenture dated as of
December 28, 1995, among Maker, Trustee, and Payee, (iii) that certain Third
Supplemental Trust Indenture dated as of December 28, 1996, among Maker,
Trustee, and Payee, (iv) that certain Fourth Supplemental Trust Indenture dated
as of December 28, 1997, among Maker, Trustee, and Payee, (v) that certain Fifth
Supplemental Trust Indenture dated as of December 28, 1998, among Maker,
Trustee, and Payee, and (vi) that certain Sixth Supplemental Trust Indenture
dated as of December 28, 1999; and
WHEREAS, of even date herewith, Maker, Trustee, and Payee have further
amended and supplemented the terms of the Trust Indenture pursuant to that
certain Seventh Supplemental Trust Indenture (the Original Trust Indenture, as
amended and supplemented by the Supplemental Trust Indenture, the Second
Supplemental Trust Indenture, the Third Supplemental Trust Indenture, the Fourth
Supplemental Trust Indenture, the Fifth Supplemental Trust Indenture, the Sixth
Supplemental Trust Indenture, and the Seventh Supplemental Trust Indenture,
being called the "Trust Indenture"); and
WHEREAS, the Bonds mature on December 28, 2000, and Maker and Payee now
propose to renew and extend the maturity date of the Bonds and to continue the
liens and priority of the Security Instruments as security for the payment of
the Bonds, as set forth more particularly herein.
NOW, THEREFORE, in consideration of the mutual covenants and agreements
contained herein, and for other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the Maker and Payee hereby agree as
follows:
1. The Maker reaffirms its promise to pay to the order of the Payee, at 2600
Citadel Plaza Drive, Suite 300, Houston, Harris County, Texas 77008, the
principal balance due and owing on the Bonds, with interest accrued thereon, as
provided in the Bonds, except that the maturity date of the Bonds is hereby
renewed and extended to December 28, 2001, at which time the unpaid principal
balance of the Bonds, plus all accrued and unpaid interest thereon, shall be due
and payable.
All liens, pledges, and security interests securing the payment of the
Bonds, including, but not limited to, the liens, pledges and security interests
granted in the Trust Indenture and the Negative Pledge, are hereby renewed,
extended and carried forward to secure payment of the Bonds, as hereby amended,
and the Security Instruments are hereby amended to reflect that the maturity
date of the Bonds is December 28, 2001.
2. Maker hereby represents and warrants to Payee that (a) Maker is the
sole legal and beneficial owner of the Trust Estate (as that term is defined in
the Trust Indenture); (b) Maker has the full power and authority to make the
agreements contained in this Seventh Renewal without joinder and consent of any
other party; and (c) the execution, delivery and performance of this Seventh
Renewal will not contravene or constitute an event which itself or which with
the passing of time or giving of notice or both would constitute a default under
any trust deed, deed of trust, loan agreement, indenture or other agreement to
which Maker is a party or by which Maker or any of its property is bound. Maker
hereby agrees to indemnify and hold harmless Payee against any loss, claim,
damage, liability or expense (including, without limitation, attorneys' fees)
incurred as a result of any representation or warranty made by Maker in this
Section 2 proving to be untrue in any material respect.
3. To the extent that the Bonds are inconsistent with the terms of this
Seventh Renewal, the Bonds are hereby modified and amended to conform with this
Seventh Renewal. Except as modified, renewed and extended by this Seventh
Renewal, the Bonds remain unchanged and continue unabated and in full force and
effect as the valid and binding obligation of the Maker.
4. In conjunction with the extension and renewal of the Bonds and the
Security Instruments, Maker hereby extends and renews the liens, pledges, and
security interests as created and granted in the Security Instruments until the
indebtedness secured thereby, as so extended and renewed, has been fully paid,
and agrees that such extension and renewal shall, in no manner, affect or impair
the Bonds or the liens, pledges, and security interests securing same, and that
said liens, pledges, and security interests shall not in any manner be waived.
The purpose of this Seventh Renewal is simply to extend the time of payment of
the obligation evidenced by the Bonds and any indebtedness secured by the
Security Instruments, as modified by this Seventh Renewal, and to carry forward
all liens, pledges, and security interests securing the same, which are
acknowledged by Maker to be valid and subsisting.
5. Maker covenants and warrants that the Payee is not in default under the
Bonds or the Security Instruments, or this Seventh Renewal (collectively
referred to as the "Loan Instruments"), that there are no defenses,
counterclaims or offsets to such Loan Instruments; and that all of the
provisions of the Loan Instruments, as amended hereby, are in full force and
effect.
6. Maker agrees to pay all costs incurred in connection with the
execution and consummation of this Seventh Renewal, including but not limited
to, all recording costs and the reasonable fees and expenses of Payee's counsel.
7. If any covenant, condition, or provision herein contained is held to
be invalid by final judgment of any court of competent jurisdiction, the
invalidity of such covenant, condition, or provision shall not in any way affect
any other covenant, condition, or provision herein contained.
8. Payee is the sole owner and holder of the Bonds. Maker and Payee
acknowledge and agree that the outstanding principal balance of the Bonds as of
December 28, 2000 is $3,150,000.00.
9. Payee is an unincorporated trust organized under the Texas Real
Estate Investment Trust Act. Neither the shareholders of Payee, nor its Trust
Managers, officers, employees, or other agents shall be personally, corporately,
or individually liable, in any manner whatsoever, for any debt, act, omission,
or obligation of Payee, and all persons having claims of any kind whatsoever
against Payee shall look solely to the property of Payee for the enforcement of
their rights (whether monetary or non-monetary) against Payee.
EXECUTED this day and year first above written, but effective for all
purposes as of December 28, 2000.
WRI HOLDINGS, INC., a Texas corporation
By:
Martin Debrovner, Vice President
"Maker"
WEINGARTEN REALTY INVESTORS, a Texas real estate investment trust
By:
Stephen C. Richter, Chief Financial Officer
"Payee"
STATE OF TEXAS '
'
COUNTY OF HARRIS '
This instrument was acknowledged before me on this ______ day of
______________, 2001, by Martin Debrovner, Vice President of WRI HOLDINGS, INC.,
a Texas corporation, on behalf of said corporation.
Notary Public, State of Texas
STATE OF TEXAS '
'
COUNTY OF HARRIS '
This instrument was acknowledged before me on this ______ day of
______________, 2001, by Stephen C. Richter, Chief Financial Officer of
WEINGARTEN REALTY INVESTORS, a Texas real estate investment trust, on behalf of
said real estate investment trust.
Notary Public, State of Texas