FOURTH BONDS RENEWAL AN EXTENSION AGREEMENT
-------------------------------------------
This FOURTH BONDS RENEWAL AND EXTENSION AGREEMENT (this "Fourth Renewal")
is executed this 1lth day of February, 1998 (the "Execution Date"), but
effective as of December 28, 1997, 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:
--------------------
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
10/100 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 18, 1984 (the "Original
Trust Indenture") executed by Maker and Texas Commerce Bank National
Association (the "Trustee"), a national banking association;
(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 Bonds Third Renewal and Extension Agreement,
dated as of December 28, 1996 ("Third Renewal") (the Original Bonds, Original
Negative Pledge, and Original Security Instruments, each as modified, renewed,
and extended by the First Renewal, Second Renewal, and Third 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, and Third Renewal, such
amendments being evidenced by (i) that certain Supplemental Trust Indenture
dated as of December 28, 1994 between Maker, Trustee, and Payee, (ii) that
certain second Supplemental Trust Indenture dated as of December 28, 1995,
between Maker, Trustee and Payee, (iii) that certain Third Supplemental Trust
Indenture dated as of December 28, 1996, between Maker, Trustee and Payee; and
WHEREAS, of even date herewith, Maker, the Trustee (now known as Chase
Bank of Texas, N.A.) and Payee have further amended and supplemented the terms
of the Trust Indenture pursuant to that certain Fourth 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, and the Fourth Supplemental Trust
Indenture, being called the "Trust Indentures"); and
WHEREAS, the Bonds mature on December 28, 1997, 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, 1998, 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, 1998.
2. Maker hereby represents and warrants to payee that (a) Maker is
the sole legal and beneficial owner of the Trust Estate (a- that term is
defined in the Trust Indenture); (b) Maker has the full power and authority to
make the agreements contained in this Fourth Renewal without joinder and
consent of any other party; and (c) the execution, delivery and performance of
this Fourth 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 1 proving to be untrue in any material
respect.
3. To the extent that the Bonds are inconsistent with the terms of
this Fourth Renewal, the Bonds are hereby modified and amended to conform with
this Fourth Renewal. Except as modified, renewed and extended by this Fourth
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 Interests, 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 bean 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 Fourth 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 Fourth Renewal, and
to carry forward all liens, pledges, and security interests securing the care,
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 Fourth 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 Fourth 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, 1997 is $3,150,000.00.
9. Payee is an unincorporated trust organized under the Texas Peal
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 or 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, 1997.
WRI HOLDINGS, INC., a Texas corporation
By:____________________________________
Martin Debrovner, Vice President
"Maker"
WEINGARTEN REALTY INVESTORS, a Texas real estate investment trust
By:____________________________________
Bill Robertson, Jr.
Executive Vice President
"Payee"