<br />AGREEMENT TO SUBORDINATE LANDLORD'S LIEN
<br />
<br />STATE OF TEXAS }
<br />COUNTY OF LAMAR }
<br />
<br />WHEREAS, on the 12th day of January, 1987, a Lease Agreement was made
<br />and entered into by and between the CITY OF PARIS, a municipal corporation, of
<br />Paris, Texas, as owner and Lessor, and REO RIVER V ALLEY FAIR
<br />ASSOCIATION, INC., a corporation, as Lessee, covering the property and premises
<br />in Lamar County, Texas, commonly known as the Fairgrounds and being described
<br />in Exhibit A attached hereto and incorporated herein for all purposes; and,
<br />
<br />WHEREAS, Red River Valley Fair Association, Inc., is arranging for the
<br />construction and erection of a 40 foot by 100 foot combination exhibit and office
<br />building to be located on the fairground property, construction and erection of the
<br />structure will have to be financed and the debt secured by a security agreement and
<br />financing statement on and against the property described on Exhibit B attached
<br />hereto, and in order to obtain such financing it is required by the lenders that the
<br />City of Paris subordinate its landlord's lien created by the execution of the
<br />aforementioned Lease agreement; and,
<br />
<br />WHEREAS, the First National Bank, as the financial institution providing
<br />the financing for the construction and erection of the combination exhibit and office
<br />building is requiring additional security in the form of the exhibits buildings which
<br />is located on property described on Exhibits C and 0 attached hereto, and it is
<br />necessary that the City of Paris' landlord's lien created by the same above described
<br />lease, be subordinated to the security instruments securing the financing for the
<br />construction and erection of the combination exhibit and office building; and,
<br />
<br />WHEREAS, the construction of the combination exhibit and office building
<br />will be of substantial value and benefit to the City of Paris and its citizens; NOW,
<br />THEREFORE,
<br />
<br />KNOW ALL MEN BY THESE PRESENTS: That the City of Paris,
<br />pursuant to a duly authorized resolution, being Resolution No. 94-_, acting by
<br />and through its duly authorized Mayor, George Fisher, and attested by the City
<br />Clerk, Mattie Cunningham, has and does hereby subordinate in favor of First
<br />National Bank of Paris, in consideration of its lending Red River Valley Fair
<br />Association, Inc., as much as but not more than NINETY-NINE THOUSAND AND
<br />NOnOO DOLLARS ($99,000.00), to refinance the balance of $19,000 owing on the
<br />1989 note in the original amount of $60,000 and to finance the construction of a
<br />combination exhibit and office building to be constructed on the property described
<br />on Exhibit B attached hereto, the landlord's lien it has and will hold on the newly
<br />constructed combination exhibit and office building, and the existing exhibits
<br />buildings, by virtue of its lease agreement aforementioned, so that the security
<br />agreement and the financing statement in favor of First National Bank of Paris, will
<br />be a first and prior lien against said newly constructed combination exhibit and office
<br />building and the existing exhibits buildings described and located upon Exhibits B,
<br />
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