<br />SUBORDINATION AGREEMENT
<br />STATE OF TEXAS ~
<br />COUNTY OF L~4AR ~
<br />
<br />\.JHEREAS, on the 9th day of Augus t, 1971, the City of
<br />Paris, Paris, Texas did grant to AGPRO, Inc. options to
<br />lease three tracts of land containing in all approximately
<br />410 acres; and,
<br />
<br />WHEREAS, AGPRO, Inc. exercised the option
<br />for fifteen year period beginning August 14,
<br />exercised its option for the remaining 400
<br />concurrent expiration date of Tract One; and,
<br />
<br />for Tract One
<br />1972 and did
<br />acres with a
<br />
<br />WHEREAS, on the 12th day of March. 1986, AGPRO, Inc.
<br />exercised its option for an additional ten year period
<br />beginning August 9, 1986, and ending August 8, 1996; and,
<br />
<br />WHEREAS, AGPRO, Inc. subleased to Lone Oak, Inc. which
<br />is desirous of placing equipment described on Exhibit A,
<br />attached hereto, financed and installed by Mid-America
<br />Dairymen, Inc. upon the leased premises and request the City
<br />of Paris to subordinate its Landlord's Lien with regard to
<br />said equipment; NOW, THEREFORE,
<br />
<br />KNOW ALL MEN BY THESE PRESENT: That the City of Paris,
<br />Pursuant to a duly adopted resolution of the City of Paris,
<br />acting by and through its duly authorized Mayor, Billy Joe
<br />Burnett, and attested by the City Clerk, Mattie Cunningham,
<br />has and does hereby subordinate in favor of Mid-America
<br />Dairymen, Inc., in consideration of its financing and
<br />installing the equipment described on Exhibit A, attached
<br />hereto, the Landlord's Lien it has and will hold against the
<br />equipment described on Exhibit A, attached hereto, by virtue
<br />of its lease agreement aforementioned, so that any security
<br />agreement or any other security document granting a lien or
<br />the right to foreclose upon a lien or the right to take
<br />possession and remove from the premises in the event of
<br />default by Lone Oak, Inc., the property described on Exhibit
<br />A, attached hereto will be a first and prior lien thereon
<br />securing the payment of the cost, the installation cost and
<br />the financing cost of furnishing and installing equipment
<br />described on Exhibit A, attached hereto, not only to the
<br />original indebtedness but also all renewals and extensions
<br />thereof, partial or otherwise; further agreeing that the
<br />equipment described on Exhibit A even though the same be
<br />affixed to shall not be integrated into the real estate but
<br />will remain personal property so long as any portion of the
<br />financed amount for such equipment remains unpaid.
<br />
<br />Should Lone Oak, Inc., default in the payment of the
<br />indebtedness contemplated to be created by it in favor of
<br />Mid-America Dairymen, Inc. for the purpose aforementioned,
<br />and if Mid-America Dairymen, Inc. should institute
<br />foreclosure or repossession proceedings, it may dismantle
<br />the furnished eq~i~ment described on Exhibit A and remove it
<br />
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