FOURTH BONDS RENEWAL AN EXTENSION AGREEMENT

 FOURTH BONDS RENEWAL AN EXTENSION AGREEMENT
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     This FOURTH BONDS RENEWAL AND EXTENSION AGREEMENT (this "Fourth Renewal")
is  executed  this  1lth  day  of  February,  1998 (the "Execution Date"), but
effective  as  of  December  28,  1997,  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 E T H:
                             --------------------

     WHEREAS,  the  Payee  is the sole legal owner and holder of those certain
16%  Mortgage  Bonds Due 1994, dated December 28, 1984 (the "Original Bonds"),
in  the  face  principal  sum  of THREE MILLION ONE HUNDRED FIFTY THOUSAND and
10/100  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, dated December 18, 1984 (the "Original
Trust  Indenture")  executed  by  Maker  and  Texas   Commerce  Bank  National
Association      (the  "Trustee"),  a  national  banking  association;

(ii)       that certain River Pointe Negative Pledge Agreement, dated December
28,  1984  (the  "Original Negative Pledge") executed by Maker, WRI, 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  Original  Bonds  (collectively,  the  Original  Trust  Indenture, the
Original  Negative  Pledge,  and  such  other  documents,  instruments,  and
agreements  being  herein  called  the  "Original  Security Instruments"); and

     WHEREAS,  WRI  assigned  and  conveyed all of its property, both real and
personal,    including,  without  limitation, the Original Bonds, to Payee, as
evidenced  by  that  certain Master Deed and General Conveyance dated April 5,
1988  from  WRI  to  Payee;  and

     WHEREAS,  effective  as of December 28, 1994, Maker and Payee renewed and
extended the maturity date of the Original Bonds to December 28, 1995 pursuant
to  the  terms of that certain Bonds Renewal and Extension Agreement, dated as
of  December  28,  1994  ("First  Renewal");  and

WHEREAS,  effective  as  of  December  28,  1995,  Maker and Payee renewed and
extended the maturity date of the Original Bonds to December 28, 1996 pursuant
to  the  terms  of  that  certain  Bonds

Second  Renewal and Extension Agreement dated as of December 28, 1995 ("Second
Renewal");  and

     WHEREAS,  effective  as of December 28, 1996, Maker and Payee renewed and
extended the maturity date of the Original Bonds to December 28, 1997 pursuant
to  the  terms  of  that  certain Bonds Third Renewal and Extension Agreement,
dated as of December 28, 1996 ("Third Renewal")  (the Original Bonds, Original
Negative Pledge, and Original Security Instruments, each as modified, renewed,
and  extended  by  the First Renewal, Second Renewal, and Third Renewal, being
herein  called  the  "Bonds,"  the  "Negative  Pledge,"  and  the  "Security
Instruments,"  respectively);  and

     WHEREAS,  Maker  and  Payee  amended  and  supplemented  the terms of the
Original Trust Indenture to reflect the renewal and extension of the Bonds, as
provided  in  the  First  Renewal,  Second  Renewal,  and  Third Renewal, such
amendments  being  evidenced  by (i) that certain Supplemental Trust Indenture
dated  as  of  December  28, 1994 between Maker, Trustee, and Payee, (ii) that
certain  second  Supplemental  Trust  Indenture dated as of December 28, 1995,
between  Maker, Trustee and Payee, (iii) that certain Third Supplemental Trust
Indenture dated as of December 28, 1996, between Maker, Trustee and Payee; and

     WHEREAS,  of  even  date herewith, Maker, the Trustee (now known as Chase
Bank of Texas, N.A.) and Payee have further amended and supplemented the terms
of  the  Trust  Indenture  pursuant  to that certain Fourth Supplemental Trust
Indenture  (the  Original  Trust Indenture, as amended and supplemented by the
Supplemental  Trust  Indenture,  the Second Supplemental Trust Indenture,  the
Third  Supplemental  Trust  Indenture,  and  the  Fourth  Supplemental  Trust
Indenture,  being  called  the  "Trust  Indentures");  and

     WHEREAS,  the  Bonds mature on December 28, 1997, 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, Harris County, Texas 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
is  hereby renewed and extended to December 28, 1998, 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,  1998.

     2.       Maker hereby represents and warrants to payee that (a)  Maker is
the  sole  legal  and  beneficial  owner  of the Trust Estate (a- that term is
defined in the Trust Indenture); (b) Maker has the full power and authority to
make  the  agreements  contained  in  this  Fourth Renewal without joinder and
consent of any other party; and (c) the execution, delivery and performance of
this Fourth 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 1 proving to be untrue in any material
respect.

     3.        To the extent that the Bonds are inconsistent with the terms of
this Fourth Renewal, the Bonds are hereby modified and amended to conform with
this  Fourth  Renewal. Except as modified, renewed and extended by this Fourth
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  Interests,  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 bean 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 Fourth 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 Fourth Renewal, and
to carry forward all liens, pledges, and security interests securing the care,
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  or  the Security Instruments, or this Fourth 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 Fourth Renewal, including but not limited
to,    all  recording  costs  and  the reasonable fees and expenses of Payee'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.       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,  1997  is  $3,150,000.00.

     9.        Payee is an unincorporated trust organized under the Texas Peal
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 or any
kind  whatsoever  against  Payee    shall  look  solely  to  the  property  of
Payee  for  the enforcement of their rights (whether monetary or non-monetary)
against  Payee.

     EXECUTED  this  day  and  year first above written, but effective for all
purposes  as  of  December  28,  1997.

WRI  HOLDINGS,  INC.,  a  Texas  corporation

By:____________________________________
     Martin  Debrovner,  Vice  President

                             "Maker"

WEINGARTEN  REALTY  INVESTORS,  a  Texas  real  estate  investment  trust

By:____________________________________
     Bill  Robertson,  Jr.
     Executive  Vice  President

                                                      "Payee" 

Basic Info X:

Name: FOURTH BONDS RENEWAL AN EXTENSION AGREEMENT
Type: Fourth Bonds Renewal an Extension Agreement
Date: March 10, 1998
Company: WEINGARTEN REALTY INVESTORS /TX/
State: Texas

Other info:

Date:

  • February , 1998
  • December 18 , 1984
  • December 28 , 1984
  • April 5 , 1988
  • December 28 , 1994
  • December 28 , 1995
  • December 28 , 1996
  • December 28 , 1998
  • December 28 , 1997

Organization:

  • Weingarten Realty , Inc.
  • Texas Commerce Bank National Association
  • Plaza Construction , Inc.
  • Original Security Instruments
  • Chase Bank of Texas
  • Citadel Plaza Drive

Location:

  • Houston
  • Harris County
  • Texas

Money:

  • $ 3,150,000.00

Person:

  • Martin Debrovner
  • WEINGARTEN
  • Bill Robertson

Percent:

  • 16 %