SUPPLEMENTAL TRUST INDENTURE
This SUPPLEMENTAL TRUST INDENTURE (this "Supplemental Indenture") is executed
this 22nd day of February, 1995 (the "Execution Date"), but effective as of
December 28, 1994, by and between WRI HOLDINGS, INC. (the "Company"), a Texas
corporation, and TEXAS COMMERCE BANK NATIONAL ASSOCIATION (the "Trustee"), a
national banking association.
WITNESSETH:
WHEREAS, the Company and the Trustee executed that certain Trust Indenture (the
"Trust Indenture") dated December 28, 1984 to secure the performance of the
Company under the terms of that certain 16% Mortgage Bonds Due 1994 (the
"Bonds") executed by the Company payable to the order of Weingarten Realty, Inc.
("WRI") dated December 28, 1984 in the face principal amount of THREE MILLION
ONE HUNDRED FIFTY THOUSAND and NO/100 DOLLARS ($3,150,000.00), payable as
therein provided; and
WHEREAS, WRI assigned and conveyed all of its property, both real and personal,
to Weingarten Realty Investors ("Weingarten"), a Texas real estate investment
trust, as evidenced by that certain Master Deed and General Conveyance, by and
between WRI and Weingarten dated April 5, 1988; and
WHEREAS, the Bonds mature on December 28, 1994, and the Company and Weingarten
have agreed to renew and extend the maturity date of the Bonds and to continue
the liens, pledges, and security interests securing the payment of the Bonds, as
set forth in that certain Bonds Renewal and Extension Agreement dated effective
as of December 28, 1994, executed by the Company and Weingarten, Weingarten
being the sole legal owner and holder of the Bonds; and
WHEREAS, the Company and the Trustee desire to amend and supplement the Trust
Indenture to reflect the renewal and extension of the maturity date of the Bonds
to December 28, l995.
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 Company and the Trustee hereby
agree as follows:
1. Except as otherwise provided in this Supplemental Indenture, all capitalized
terms used in this Supplemental Indenture shall have the meanings ascribed to
those terms in the Trust Indenture.
2. The Company and the Trustee acknowledge that the Company has reaffirmed its
promise to pay to the order of the Payee, at 2600 Citadel Plaza Drive, Suite
300, Houston, Texas
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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
has been 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 Bonds granted under the
terms of the Trust Indenture, are hereby renewed, extended and carried forward
to secure payment of the Bonds, as hereby amended, and the Trust Indenture is
hereby amended to reflect that the maturity date of the Bonds is December 28,
1995.
3. The Company hereby represents and warrants to the Trustee that (a) the
Company is the sole legal and beneficial owner of the Trust Estate; (b) the
Company has the full power and authority to make the agreements contained in
this Supplemental Indenture without joinder and consent of any other party; and
(c) the execution, delivery and performance of this Supplemental Indenture 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 the
Company is a party or by which the Company or any of its property is bound. The
Company hereby agrees to indemnify and hold harmless the Trustee against any
loss, claim, damage, liability or expense (including, without limitation,
attorneys' fees) incurred as a result of any representation or warranty made by
the Company in this Section 3 proving to be untrue in any material respect.
4. To the extent that the Trust Indenture is inconsistent with the terms of
this Supplemental Indenture, the Trust Indenture is hereby modified and
amended. Except as modified, renewed and supplemented by this Supplemental
Indenture, the Trust Indenture remains unchanged and continues unabated and in
full force and effect as the valid and binding obligation of the Company.
5. The Company covenants and warrants that the Trustee is not in default under
the Trust Indenture, as supplemented by this Supplemental Indenture
(collectively referred to as the "Indenture"), that there are no defenses,
counterclaims or offsets to the Bonds or the Indenture, and that all of the
provisions of the Bonds and the Indenture are in full force and effect.
6. The Company agrees to pay all costs incurred in connection with the execution
and consummation of this Supplemental Indenture, including but not limited to,
all recording costs and the reasonable fees and expenses of Trustee'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. The Company acknowledges and agrees that the outstanding principal balance of
the Bonds as of December 28, 1994 is $3,150,000.00.
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9. Weingarten joins herein to consent to the amendment and supplement of the
terms of the Trust Indenture as set forth in this Supplemental Indenture and to
acknowledge and represent that Weingarten is the sole owner and holder of the
Bonds. Weingarten is an unincorporated trust organized under the Texas Real
Estate Investment Trust Act. Neither the shareholders of Weingarten, 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 Weingarten, and all persons having claims of any
kind whatsoever against Weingarten shall look solely to the property of
Weingarten for the enforcement of their rights (whether monetary or nonmonetary)
against Weingarten.
EXECUTED this day and year first above written, but effective for all purposes
as of December 28, 1994.
WRI HOLDINGS, INC.
[SIGNATURE OF MARTIN DEBROVNER APPEARS HERE]
By:
--------------------------------
Martin Debrovner
Vice President
"Company"
TEXAS COMMERCE BANK NATIONAL
ASSOCIATION
[SIGNATURE OF WAYNE MENTZ APPEARS HERE]
By:
---------------------------------
Wayne Mentz
Assistant Vice President
and Trust Officer
"Trustee"
WEINGARTEN REALTY INVESTORS
[SIGNATURE OF BILL ROBERTSON, JR. APPEARS HERE]
By:
----------------------------------
Bill Robertson, Jr.
Executive Vice President
"Weingarten"
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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.
[SEAL OF BARBARA KENNEDY [SIGNATURE OF BARBARA KENNEDY APPEARS HERE]
APPEARS HERE] --------------------------------------------
Notary Public, State of Texas
THE STATE OF TEXAS (S)
(S)
COUNTY OF HARRIS (S)
This instrument was acknowledged before me on this day of February, 1995 by
Wayne Mentz, Assistant Vice President of TEXAS COMMERCE BANK NATIONAL
ASSOCIATION, a national banking association, on behalf of said national banking
association.
------------------------------------
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.
[SEAL OF BARBARA KENNEDY [SIGNATURE OF BARBARA KENNEDY APPEARS HERE]
APPEARS HERE] --------------------------------------------
Notary Public, State of Texas
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