Deed Of Trust

EXHIBIT 10.30


DEED OF TRUST, SECURITY AGREEMENT
AND FINANCING STATEMENT


THE STATE OF TEXAS Section
Section KNOW ALL MEN BY THESE PRESENTS: COUNTY OF CHAMBERS Section


THAT THE UNDERSIGNED, MOBLEY COMPANY, INC., a Texas corporation whose address is 4415 E. Greenwood, Baytown, Texas 77520 (hereinafter called "Grantor"), for and in consideration of the indebtedness hereinafter described, has granted, bargained, sold and conveyed, and by these presents does grant, bargain, sell and convey, in trust, unto CHRISTOPHER T. KLIMKO of Dallas County, Texas whose address is 1717 MAIN STREET, BANK ONE CENTER, DALLAS, TEXAS 75201, as Trustee and all substitute trustees hereunder (all of whom are hereinafter called "Trustee"), and unto his or their successors and assigns, forever, all and singular the property hereinafter described, situated in the County of Chambers and State of Texas, to wit:


ALL THOSE CERTAIN LOTS OR PARCELS OF LAND IN CHAMBERS COUNTY, TEXAS
MORE PARTICULARLY DESCRIBED ON EXHIBIT "A" ATTACHED HERETO AND MADE A
PART HEREOF FOR ALL PURPOSES,


together with (a) all rights, titles, interests, estates, reversions and remainders owned and to be owned by Grantor in and to the above described premises and in and to the properties covered hereby and all lands owned or to be owned by Grantor next or adjacent to any land herein described or herein mentioned; (b) all buildings and improvements now or hereafter located on the lands described or mentioned; (c) all rights, titles and interests now owned or hereafter acquired by Grantor in and to all easements, streets and rights-of-way of every kind and nature adjoining the said lands, and all public or private utility connections thereto, and all appurtenances, servitudes, rights, ways, privileges and prescriptions thereunto; (d) the escrowed sums described in paragraph (5) hereof, all goods, equipment, fixtures, inventory, machinery, furniture, furnishings and other personal property that is now owned or hereafter acquired by Grantor and now or hereafter affixed to, or located on, the above described real estate and used or usable for any present or future operation of any building or buildings now or hereafter located on said lands, including without limitation, all rights, titles and interests of Grantor in and to any such personal property that may be subject to any title retention or security agreement superior in lien or security interest to the lien or security interest of this Deed of Trust; (e) all permits, licenses, franchises, certificates, utility commitments and/or reservations, wastewater capacity reservations and other rights and privileges obtained in connection with the property described herein; (f) all rights, titles and interests of Grantor in and to all timber to be cut, or crops to be harvested, from the real estate covered hereby and all minerals in, under, and upon,


produced and to be produced from said real estate; and without limitation of the foregoing, any and all rights, rents, revenues, benefits, leases, contracts, accounts, general intangibles, money, instruments, documents, tenements, hereditaments and appurtenances now or hereafter owned by Grantor and appertaining to, generated from, arising out of or belonging to the above-described properties or any part thereof (all of the aforesaid being hereinafter sometimes called the "Mortgaged Property").


TO HAVE AND TO HOLD the Mortgaged Property unto Trustee and his assigns, forever, and Grantor does hereby bind Grantor, its successors and assigns, to warrant and forever defend the Mortgaged Property unto Trustee, his successors and assigns, forever, against the claim or claims of all persons whomsoever claiming or to claim the same, or any part thereof.


This conveyance is made in trust, however, to secure and enforce (i) the payment of all amounts that may be owing by MOBLEY ENVIRONMENTAL SERVICES, INC., a Delaware corporation ("Borrower") to BANK ONE, TEXAS, N.A., a national banking association with offices at 910 Travis Street, Houston, Texas 7002 ("Beneficiary") pursuant to (a) that certain Letter Loan Agreement dated June 2, 1995 between Borrower and Beneficiary (the "Letter Loan Agreement") including, without limitation, all amounts owing pursuant to that certain $4,000,000.00 Revolving Line of Credit Promissory Note dated June 2, 1995 and that certain $2,500,000.00 Advancing Line of Credit Promissory Note also dated June 2, 1995, both of which notes have a maturity date of June 2, 1997 (collectively, the "Notes") and (b) that certain Master Lease Agreement dated February 9, 1996 between Banc One Leasing Corporation, as lessor ("Original Lessor"), and Borrower, as lessee, pursuant to which equipment was to be leased from time to time by the attachment thereto of one or more lease schedules (such lease agreement, together with all lease schedules attached thereto herein called the "Master Lease Agreement"), including specifically that certain lease schedule no. 1000049223 between Borrower and the Original Lessor, pursuant to which certain motor vehicles and equipment having a total cost of $699,860.35 were leased, on a financing lease basis, by the Original Lessor to Borrower, such lease term expiring on February 15, 2001 ("Lease Schedule No. 49223") and that certain lease schedule no. 1000049649 between Borrower and the Original Lessor pursuant to which certain equipment having a total cost of $1,800,515.65 was leased, on a financing lease basis, by the Original Lessor to Borrower, such lease term expiring on March 15, 2003 ("Lease Schedule No. 49649"); Lease Schedule No. 49223 having been assigned by the Original Lessor to Banc One Texas Leasing Corporation pursuant to an Assignment and Bill of Sale dated February 15, 1995 and Lease Schedule No. 49649 having been assigned by the Original Lessor to Banc One Texas Leasing Corporation pursuant to an Assignment and Bill of Sale dated March 15, 1996; Lease Schedule No. 49223 and Lease Schedule No. 49649 having been further assigned by Banc One Texas Leasing Corporation to Beneficiary pursuant to an Assignment and Bill of Sale dated January 10, 1997, (ii) the payment of all amounts that may be owing by Grantor to Beneficiary pursuant to (a) that certain Unlimited Guaranty dated June 2, 1995 guaranteeing payment of the Notes (the "Note Guaranty"), such Notes providing in part, that if certain defaults occur, the unpaid principal thereof and all accrued unpaid interest may be declared due and payable, at the holder's option, prior to the stated maturity thereof, and providing further for the payment of attorney's fees and other expenses of collection under


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certain circumstances, (b) that certain Corporate Guaranty dated February 9, 1996 guaranteeing payment of Lease Schedule No. 49223 and all amounts owing under the Master Lease Agreement (the "49223 Guaranty"), and (c) that certain Corporate Guaranty dated March 8, 1996 guaranteeing payment of Lease Schedule No. 49649 and all amounts owing under the Master Lease Agreement (the "49649 Guaranty"; the Note Guaranty, the 49223 Guaranty and the 49649 Guaranty collectively herein called the "Guaranty") and (iii) the performance of all covenants and agreements of Grantor herein.


This Deed of Trust, Security Agreement and Assignment of Rents (herein called "Deed of Trust") shall secure, in addition to the Letter Loan Agreement, Master Lease Agreement, Notes and Guaranty, all funds hereafter advanced by Beneficiary to or for the benefit of Grantor, as contemplated by any covenant or provision herein contained or for any other purpose, and all other indebtedness, of whatever kind or character, owing or which may hereafter become owing by Grantor to Beneficiary, whether such indebtedness is direct or indirect, primary or secondary, fixed or contingent or arises out of or is evidenced by note, deed of trust, open account, overdraft, endorsement, surety agreement, guaranty, or otherwise, it being contemplated that Grantor may hereafter become indebted to Beneficiary in further sum or sums (all of the aforesaid, including all amounts payable under the Letter Loan Agreement, Master Lease Agreement, Notes and Guaranty being hereinafter sometimes called the "Indebtedness"). Said indebtedness shall be payable at the above stated address of Beneficiary or at such other place as Beneficiary may hereafter direct in writing; and, unless otherwise provided herein or in the instrument evidencing the Indebtedness, shall bear interest at the same rate per annum as the Notes bear, from date of accrual of the Indebtedness until paid. In addition, any and all attorney's fees and expenses of collection payable under the terms of the Letter Loan Agreement, Master Lease Agreement, Notes and/or Guaranty shall be and constitute a part of the Indebtedness secured hereby. This Deed of Trust shall also secure all renewals, rearrangements, extensions and enlargements of any of the Indebtedness.


In order to better secure payment of the Indebtedness, and to secure performance of Grantor'S covenants and agreements set forth herein, Grantor hereby covenants and agrees with Beneficiary and with Trustee and represents and warrants to Beneficiary and Trustee as follows:


1. PAYMENT OF INDEBTEDNESS. Grantor shall pay all of the Indebtedness, together with the interest and other appurtenant charges thereon, when the same shall become due, in accordance with the terms of the Letter Loan Agreement, Master Lease Agreement, Notes and Guaranty and all other instruments evidencing the Indebtedness or evidencing any renewals, rearrangements, extensions or enlargements of the same, or any part thereof.


2. TITLE OF GRANTOR; LEGAL EXISTENCE; COMPLIANCE WITH LAWS. Grantor represents and warrants that it has good and indefeasible title in fee simple to the above described land and the improvements thereon subject only to permitted encumbrances of record, that the Mortgaged Property is free from encumbrance superior to the liens and security interests hereby created, unless otherwise herein provided, and that Grantor has full right and authority to make this conveyance. Grantor agrees to maintain and preserve its legal existence and all related rights,


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franchises and privileges. Grantor shall at all times comply with and perform all obligations under any applicable laws, statutes, regulations or ordinances relating to the Mortgaged Property and Grantor's use and operation thereof. To the best of Grantor's knowledge, the Mortgaged Property has never been used as a toxic or hazardous waste or substance disposal site, nor are any toxic or hazardous wastes or substances disposed of, stored on, or contained in the Mortgaged Property in any way which could subject Grantor, Beneficiary, or any subsequent lienholder of the Mortgaged Property to liability or damages under any applicable laws pertaining to health or the environment. Grantor will defend, at its own cost and expense, indemnify and hold Beneficiary harmless from and against, any action, proceeding, claim, liability or damages arising from, in connection with, or in any way affecting or related to, the Mortgaged Property or any breach, default or noncompliance with any legal requirement (including, without limitation, any applicable laws pertaining to health or the environment), and all costs and expenses incurred by Beneficiary in protecting its interests hereunder or defending itself in such an event (including all court costs and attorneys' fees) shall be borne by Grantor.


3. INSURANCE. [Intentionally Omitted.]


4. TAXES AND ASSESSMENTS. Grantor shall pay all taxes and assessments against the Mortgaged Property including, without limitation, all taxes in lieu of ad valorem taxes, as the same become due and payable. Grantor shall provide Beneficiary with copies of paid tax receipts or other satisfactory evidence showing that all taxes and assessments against the Mortgaged Property have been paid in full at least fifteen (15) days prior to the date such taxes or other assessments are delinquent. At any time any law shall be enacted imposing or authorizing the imposition of any tax upon this Deed of Trust, or upon any rights, titles, liens, or security interests created hereby, Grantor shall immediately pay all such taxes; provided, that, if it is unlawful for Grantor to pay such taxes, Grantor shall prepay the Indebtedness in full without penalty within sixty (60) days after demand therefor by Beneficiary.


5. TAX AND INSURANCE ESCROW. [Intentionally Omitted.]


6. ASSIGNMENT OF CONDEMNATION PROCEEDS. Immediately upon its obtaining knowledge of the institution or threatened institution of any proceeding for the condemnation of the Mortgaged Property or any portion thereof, Grantor shall notify Beneficiary of such fact. All judgments, decrees and awards or payment for injury or damage to the Mortgaged Property, and all awards pursuant to proceedings for condemnation thereof, including interest thereon, are hereby assigned in their entirety to Beneficiary, w ...