11-29-06 Meeting of the La Porte Redevelopment Authority Minutes

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COLLATERAL ASSIGNMENT OF DEVELOPMENT AGREEMENT TIllS COLLATERAL ASSIGNMENT OF DEVELOPMENT AGREEMENT (this "Assignment") dated as of February --,2007, is made by PORT CROSSING LAND, LP, a Texas limited partnership ("Assignor"), in favor of LASALLE BANK NATIONAL ASSOCIATION, a national banking association ("Assignee"). RECITALS: A. Pursuant to the terms of that certain Construction Loan Agreement of even date herewith by and among Assignor and Assignee (as amended from time to time, the "Loan Agreement"), Assignee has agreed to make a loan in the aggregate principal amount of up to Twenty-Six Million Five Hundred Fifty Thousand and 00/1 00 Dollars ($26,550,000.00) (the "Loan") to Assignor. The Loan shall be evidenced by those certain (i) Promissory Note of even date herewith made by Assignor payable to the Assignee in the principal amount of Twenty- Two Million Three Hundred Thousand and 001100 Dollars ($22,300,000.00) (as amended, restated or replaced from time to time, the "$22,300,000 Note") and (ii) Promissory Note of even date herewith made by Assignor payable to Assignee in the principal amount of Four Million Two Hundred Fifty Thousand and 001100 Dollars ($4,250,000) (as amended, restated or replaced from time to time, the "TIRZ Note, and together with the $22,300,000 Note, the "Notes"). The Loan is secured by, among other things, that certain Construction Deed of Trust, Security Agreement, Assignment of Leases and Rents and Fixture Filing dated as of January 31, 2007, executed by the Assignor to and for the benefit of the Lender (the "Mortgage"), creating a first mortgage lien on certain real property legally described in Exhibit "A" attached thereto (the Mortgage, the Loan Agreement, the Notes and any and all other documents now or hereafter given to evidence or secure the Loan or delivered to induce the Assignee to disburse the proceeds of the Loan, as such documents may hereafter be amended, restated or replaced from time to time, are hereinafter collectively referred to as the "Loan Documents"). B. Pursuant to the terms of that certain Development Agreement ("Development Agreement") fully executed on or about May 24, 2006 by and between Reinvestment Zone Number One, City of La Porte, Texas ("La Porte Zone"), La Porte Redevelopment Authority ("La Porte Authority"; and together with La Porte Zone, the "La Porte Entities") and Assignor, La Porte Entities have agreed to reimburse Assignor for the Project Costs (as defined in the Development Agreement) in the maximum aggregate amount of $ paid by the Assignor for the construction of the Public Improvements (as defmed in the Development Agreement) on the property legally described in Exhibit "A" attached hereto as more fully described in the Development Agreement. c. Assignee has required that Assignor execute and deliver this Assignment assigning to Assignee the Development Agreement in consideration of the Assignee making the Loan. NOW, THEREFORE, in consideration of the premises set forth herein and for other good and valuable consideration, receipt and sufficiency of which are hereby acknowledged, Assignor agrees as follows: H-654752-l.DOC