BONDS RENEWAL AND EXTENSION AGREEMENT
This BONDS RENEWAL AND EXTENSION AGREEMENT (this "Renewal") is executed this
22nd day of February, 1995 (the "Execution Date"), but effective as of December
28, 1994, 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 S E T H:
WHEREAS, the Payee is the sole legal owner and holder of those certain 16%
Mortgage Bonds Due 1994 (the "Bonds") dated December 28, 1984, 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 (the "Trust Indenture") dated
December 28, 1984 executed by Maker and Texas Commerce Bank National
Association (the "Trustee"), a national banking association, (ii) that certain
River Pointe Negative Pledge Agreement (the "Negative Pledge") dated December
28, 1984 executed by Maker, Payee, 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 Bonds
(collectively, the Trust Indenture, the Negative Pledge, and such other
documents, instruments, and agreements being called the "Security Instruments");
and
WHEREAS, WRI assigned and conveyed all of its property, both real and
personal, to Payee, as evidenced by that certain Master Deed and General
Conveyance, by and between WRI and Payee dated April 5, 1988; and
WHEREAS, the Bonds mature on December 28, 1994, 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, Texas 77008, the principal balance due
and owing on the Note, 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, 1995, 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, 1995.
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 Renewal without joinder and consent of any other
party; and (c) the execution, delivery and performance of this 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
Renewal, the Bonds are hereby modified and amended. Except as modified, renewed
and extended by this 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 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 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 Security Instruments, or this 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 Renewal, including but not limited to, all recording costs
and the reasonable fees and expenses of Payee's counsel.
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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, 1994 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 nonmonetary) against Payee.
EXECUTED this day and year first above written, but effective for all purposes
as of December 28, 1994.
WRI HOLDINGS, INC.,
a Texas corporation
By: Martin Debrovner
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Martin Debrovner
Vice President
"Maker"
WEINGARTEN REALTY INVESTORS, a
Texas real estate investment trust
By: Bill Robertson, Jr.
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Bill Robertson, Jr.
Executive Vice President
"Payee"
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THE STATE OF TEXAS (S)
(S)
COUNTY OF HARRIS (S)
This instrument was acknowledged before me on this 22nd day of February, 1995,
by Martin Debrovner, Vice President of WRI HOLDINGS, INC., a Texas corporation,
on behalf of said corporation.
Barbara Kennedy
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Notary Public, State of Texas
THE STATE OF TEXAS (S)
(S)
COUNTY OF HARRIS (S)
This instrument was acknowledged before me on this 22nd day of February, 1995
by Bill Robertson, Jr., Executive Vice President of WEINGARTEN REALTY INVESTORS,
a Texas real estate investment trust, on behalf of said real estate investment
trust.
Barbara Kennedy
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Notary Public, State of Texas
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