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HomeMy WebLinkAboutPartnership Agreement LIMITED PARTNERSHIP AGREEMENT FOR TLS PROPERTIES, LTD. THIS LIMITED PARTNERSHIP AGREEMENT FOR TLS PROPERTIES,LTD., is entered into by and among TLS Operating Company, LLC, as General Partner, and the Persons or Entities who become Limited Partners as provided herein, as those terms are defined below. ARTICLE I ORGANIZATIONAL MATTERS 1.1 Formation of Partnership and Governing Statute. Subject to the provisions hereof, the General Partner and the Limited Partners hereby form the Partnership as a limited partnership under and pursuant to the provisions of the Texas Act. The General Partner and the Limited Partners hereby enter into this Agreement in order to set forth the rights and obligations of the Partners and certain matters related thereto. Except as expressly provided herein to the contrary, the rights and obligations of the Partners and the administration and termination of the Partnership shall be governed by the Texas Act. 1.2 Name. The name of the Partnership is "TLS PROPERTIES, LTD." The business of the Partnership may be conducted under any other name or names deemed advisable by the General Partner. The General Partner in its sole discretion may change the name of the Partnership at any time and from time to time. 1.3 Registered Office; Principal Office. The registered office of the Partnership in the State of Texas shall be 770 South Post Oak Lane, Suite 390, Houston, Texas 77056 (the mailing address H0003:102325.1 is: P.O. Box 22046, Houston, Texas 77227-2046) and the registered agent for service of process on the Partnership at such registered office shall be John Douglas Smith. The principal office of the Partnership shall be the same as the registered office, or such other place as the General Partner may from time to time designate to the Partners. The Partnership may maintain offices at such other place or places as the General Partner deems advisable in its sole discretion. 1.4 Power of Attorney. -_� (a) Each Limited Partner hereby constitutes and appoints the General Partner and the Liquidator (and any successor to either thereof by assignment, election or otherwise) with full power of substitution as his true and lawful agent and attorney-in-fact, with full power and authority in his name, place and stead: (i) to execute, swear to, acknowledge, deliver, file and record in the appropriate public offices: • (A) all instruments that the General Partner or the Liquidator deems appropriate or necessary to reflect any amendment,change or modification of this Agreement in accordance with its terms; (B) all conveyances and other instruments or documents that the General Partner or the Liquidator deems appropriate or necessary to reflect the dissolution and liquidation of the Partnership pursuant to the terms hereof; (C) all instruments relating to the admission or substitution of any Partner pursuant to Article XI or XII; and (ii) to sign, execute, swear to and acknowledge all ballots, consents, approvals, waivers, certificates and other instruments that the General Partner or the Liquidator deems HOUO3:102325.1 -2- ARTICLE VI MANAGEMENT AND OPERATION OF BUSINESS 6.1 Management. (a) General. The General Partner shall conduct, direct and exercise full control over all activities `�- of the Partnership. All management powers over the business and affairs of the Partnership shall be exclusively vested in the General Partner,and the Limited Partners shall not have any right of control or management power whatsoever over the business and affairs of the Partnership. In addition to the powers now or hereafter granted a general partner of a limited partnership under applicable law or which are granted to the General Partner under any other provision of this Agreement,the General Partner shall have full power and authority to do all things deemed necessary or desirable by it to conduct the business of the Partnership. Notwithstanding the foregoing, without the prior written approval of all of the Limited Partners, the General Partner shall have no authority to dispose of all or substantially all of the Partnership's property, whether by sale, transfer, gift, or distribution to the Partners. (b) Each of the Partners hereby agrees that the General Partner shall be authorized to execute, _ deliver and perform any agreements, acts, transactions and matters in connection with any offering of any kind of LP Interests on behalf of the Partnership without any further act, approval or vote of the Partners or the Partnership. The participation by the General Partner in any agreement authorized or permitted hereunder shall not constitute a breach by the General Partner of any duty that it may owe the Partnership or the Limited Partners hereunder or under applicable law. 6.2 Reliance by Third Parties. Notwithstanding any other provision of this Agreement, no 2— lender,lessee or purchaser, including any lessee or purchaser of property from the Partnership or any other Person dealing with the Partnership, shall be required to look to the application of proceeds hereunder or to verify any representation by the General Partner as to the extent of the interest in the assets of the Partnership that the General Partner is entitled to encumber, lease, sell or otherwise use. H0003.102325.1 Any such lender, lessee, or purchaser shall be entitled to rely exclusively on the representations of the General Partner as to its authority to enter into such financing, lease or sale arrangements and shall be entitled to deal with the General Partner as if it were the sole party in interest therein, both legally and beneficially. Except for any fraudulent or illegal conduct on the part of any lender, purchaser or other person, each Limited Partner and assignee hereby waives any and all defenses or other remedies that may be available against such lender, lessee, purchaser or other Person attempting to contest, negate or disaffirm any action of the General Partner in connection with any such sale or financing. In no event shall any Person dealing with the General Partner or its representative with respect to any business or property of the Partnership be obligated to ascertain that the terms hereof have been complied with, or to inquire into the necessity or expedience of any act or action of the General Partner or its representative. Each contract, agreement, lease, deed, mortgage, security agreement, promissory note or other instrument or document executed by the General Partner or its representative with respect to any business or property of the Partnership shall be conclusive evidence in favor of any and every Person relying thereon or claiming thereunder that (i) at the time of the execution and delivery thereof this Agreement was in full force and effect, (ii) such instrument or document was duly executed in accordance with the terms and provisions of this Agreement and is binding upon the Partnership and(iii) the General Partner or its representative was duly authorized and empowered to execute and deliver any and every such instrument or document for and on behalf of the Partnership. 6.3 Purchase or Sale of LP Interests. The General Partner may cause the Partnership to purchase or otherwise acquire (or may purchase or otherwise acquire on behalf of the Partnership) LP Interests. The General Partner, however, must have the consent of sixty percent (60%) of all of the Interests of the Limited Partners in order to purchase or otherwise acquire an interest greater than 15% of all of the outstanding LP Interest. The General Partner may also purchase and sell or otherwise acquire and dispose of LP Interests for its own account. HOUO3:102325.1 -26- IN WITNESS WHEREOF,the parties hereto have executed this Agreement the z 5 4 of O c ro eek_ , 1997, to be effective January 1, 1998. General Partner: TLS OPERATING COMPANY, LLC i%'lig.L A,_.,y/4` 7„�� John Douglas/Smith, President P.O. Box 22046 Houston, Texas 77227-2046 Limited Partners: John Douglas/Smith P.O. Box 22046 Houston, Texas 77227-2046 . ,(2 . A ,,..„,„2._, ,,,,,,_41,1,,,ia.3„,___ k. . Diane Smith Simpson 4106 Whitman Houston, Texas 77027 "/' .....- / 4— , ..--- , ._ .....--r------- --Z________-- ! 1 Donald Glenn Simpson 4106 Whitman Houston, Texas 77027 110[103 102325.1 -48- John Dougl4Smith, as Independent Executor of the Estate of Sidney N. Smith, Deceased P.O. Box 22046 Houston, Texas 77227-2046 H0003:102325.1 -49- • crt n th F�� D Se etary o�aecof the CERTIFICATE OF LIMITED PARTNERSmP Ur�• 2 3 19971 Texas TLS PROPERTIES, LTD. The and Corporations Sectio undersigned,pursuant to Section 2.01 of the Texas Revised Limited Partnership Act, n hereby executes the following Certificate of Limited Partnership. 1. The name of the partnership is TLS Properties, Ltd. (the"Partnership"). 2. The address of the registered office of the Partnership is 770 South Post Oak Lane, Suite 390,Houston, Texas 77056. 3. The registered agent for Partnership is John Do as Smithe registered agent for service of process is 770 SouthPosst Oak�Lane, Suite 390,Hoand the addressouston, Texas 77056. 4. The address of the principal office of the Partnership in the United States where records are to be kept or made available is 770 South Post Oak Lane, Suite 390, Houston, Texas 77056. 5. The name of the General Partner of the Partnership is TLS Operating Company, LLC and the address of the General Partner is 770 South Post Oak Lane, Suite 390,Houston, Texas 77056 and the mailing address: P.O. Box 22046, Houston,Texas 77227-2046. 6. leo thirdd� li General party eali with the .several P:r .C7 shat; be required to lock to the age*..—=ret forming the Partner hip (the "Agreement") to dee the of I ermined r.;;�- the Genera. Partner's authority. Any third party Stall he r i:1;, to rely o7:. tii:,� e+tnons of the General Partner as to the extent of his au±to,; t:i ' -the r�f- .,:.nea. AJd llw E.tecuted on the ,Z% dt ares . 1997, w January, 1998. vi C to be effective the 1st day of TLS CperaUng Company, LLC //14/21- By: John D • as Smith Its: P res:ex= uatx)3:947o6.t 113aZ1a1C. ����yyiaou�-y��u0a32;a 3 601 tlY:xerox 1etecopier '1020 ; 11-1J— i . AM - tyh SeCretarin °fflo e of the tette • TLS OPERATING COMPANY, LLC Gt L. °f Texas 2 3 1997 ARTICLES OF ORGANIZATION Corporations Section undersigned, a natural person of theage of eighteen(18)years or more, : nee: ..;organizer of a limited liability company under the Texas Limited Liability Company Act(the"Act"), does hereby adopt the following Articles of OrganiTation for such limited liability company: ARTICLE ONE ( The name of the limited liability company is TLS "Company"). Operating Company, LLC (the ARTICLE TWO The Company shall continue in existence until the close of the Company's business on December 31,2099 or until the earlier termination of the Company in accordance with its regulations as adopted and amended from time to time in accordance with the Act(the"Regulations"). ARTICLE THREE The purpose for which the Company is organized is the transaction of any or all lawful • business for which limited liability companies may be organized under the Act. ARTICLE FOUR The address of the Company's initial registered office in the State of Texas is 770 South Post Oak Lane, Suite 390,Houston,Texas 77056,and its initial registered agent at that address is John Douglas Smith. The mailing address for the registered office is P.O. Box 22046, Houston, Texas 77227-2046. ARTICLE FIVE The powers of the Company shall be an:n-cised by or under the authority of a Manager of the Company, and the business and affairs of the Company shall be managed under the direction of a Manager of the Company,who shall be elected by a majority of interest of the Members. The name end address of the initial Manager,who shall be designated the"Presidit,"is as follows: Name Address John Dougla' Smith 770 South Post Oak Lane, Suite 390 Houston, Texas 77056 Mailing address: P.O.Box 22046 Houston,Texas 77227-2046 HOUc3:9671 I.I • ARTICLE SIX The name and address of the organizer of the Company is the same as the name and address of the initial Manager as set forth above. ARTICLE SEVEN The Company shall commence to do business on January 1, 1998. 1N WITNESS WHEREOF,the undersigned initial Manager and organizer has executed these Articles of Organization this A.Zua day of Iic e , 1997. / ''••• Dou Smith,President and Member HOUO3.%711 1 -2- -- - CEB—LLC Vie *tate of Zan • cerretIrg of citate CERTIFICATE OF ORGANIZATION OF TLS OPERATING COMPANY, LLC FILING NUMBER 07032336 THE UNDERSIGNED, AS SECRETARY OF STATE OF THE STATE OF TEXAS , HEREBY CERTIFIES THAT THE ATTACHED ARTICLES OF ORGANIZATION FOR THE ABOVE NAMED COMPANY HAVE BEEN RECEIVED IN THIS OFFICE AND HAVE BEEN FOUND TO CONFOR!' TO LAN. ACCORDINGLY, THE UNDERSIGNED , AS SECRETARY OF STATE , AND BY VIRTUE } OF THE AUTHORITY VESTED IN THE SECRETARY BY LAW, -HEREBY •-ISSUES THIS , CERTIFICATE OF ORGANIZATION. ISSUANCE JF THIS _-CEict- I G IZA-T:IITIN—DOE =Pl ?_A01N.DiZE:. „- THE USE OF A CO+"PANY NAME IN THIS STATE IN VIOLATION OF THE RIGHTS OF ANTHER ENTITY UNDER THE FEDERAL TRADEMARK ACT OF 1946, THE TE;(AS T Pr CEMAR LA,!sf, 71-!E ASSUt�EC BUSINESS DR PROFESSIONAL NA'iE ACT CR ThE COAriiON L DATED DEC. 23 , 1997 EFFECTIVE JAN. 1, 1998 A erto R.Gonzales, Secretary of State CEB-LP ?ff he State of texas ,errrtarg of State DFC. 29 , 1997 CSI PO BOX 1831 AUSTIN ,TX RE : TLS PROPERTIES , LTD . FILING NUMBER 00104087-10 IT HAS BEEN OUR PLEASURE TO APPROVE AND PLACE ON RECORD YOUR CERTIFICATE OF LIMITED PARTN_EFSHIP . THE APPROPRIATE EVIDENCE IS ATTACHED FOR-YOUR FILES-ANu ORIGINAL HAS BEEN FILO I_N THIS OF_FI.CE. - _ _ PAYMENT OF THE FILING FE t`1=57-AC-!tN ,tS6GED=)BY ==TTITS i IF WE GAN BF OF FURTHER SERVICE AT ANY TIME , RLFASE LET U; si4 T. 4,i tcAv4 A erto R.Gonzales, Secretary of State John D. Smith P.O. Box 22046 Houston,Texas 77227 May 03, 2000 TLS OPERATING CO. LLC TLS PROPERTIES LTD P.O. Box 22046 Houston, Texas 77227 To: Limited Partners -TLS Properties Ltd. I hereby resign from my position as President of TLS Operating Company, LLC, effective May 15, 2000. With this resignation letter I request that the 60 day notice to partners be waived. An election of all partners should be held prior to May 15th to elect a new President/ General Partner of TLS Operating Co. LLC. Sincerely, John D. Smith TLS OPERATING COMPANY LLC TLS PROPERTIES,LTD P.O. BOX 22046 HOUSTON,TEXAS 77227 May 8,2000 In regard to the resignation of John D. Smith as President of TLS OPERATING COMPANY LLC,to be effective May 15,2000,the partners of TLS PROPERTIES LTD held a special meeting on May 8, 2000 to elect a new President and Manager for the Company. By unanimous vote of all partners.being John D. Smith,individually and as executor of the Sidney N. Smith Estate,Diane S. Simpson,and Donald G. Simpson,Bruce A. Smith was elected as the President and Manager of TLS OPERATING COMPANY LLC. This change is to be effective as of May 15, 2000. TLS OPERATING COMPANY LLC general partner of TLS PROPERTIES LTD k7u1 41m D. Smith • t€-_1 , , /`.,-y L1tr-- Diane S. Simpson Donald G.'Simpso ' '� s ; t ,o. ,t- STATE OF TEXAS OFFICE OF THE SECRETARY OF STATE AUSTIN, TEXAS 78711 MARK WHITE Secretary of State September 15, 1976 Mr. O 'Neal Munn Attorney at Law 8700 Tesoro Drive, Suite 104 San Antonio, Texas 78217 Orp7/og 5 `06 13313 Dear Sir : Re : ARAPAHO LIMITED Limited Partnership No . 12386 The Certificate of Limited Partnership f was filed in this office on August remittance has been applied for the filing tee. Since the law regarding Limited Partnerships does not provide for the furnishing of a certified copy of the certificate, this letter may therefore be used as evidence of such filing in this office . When filing any instruments in the future pertaining to the above partnership, please refer to the given file number. Sincerely yours, MARK WHITE Secretary o. State AP By : Bill Kimbrough Director Corporation Division BK:wr CERTIFICATE AND ARTICLES OF • LIMITED PARTNERSHIP THIS AGREEMENT made effective this 22nd day of June, 1976 1976, by and between EDSEL G. JONES, doing business as MANITOU, I_TD. , with principal offices. located in San Antonio, Bexar County, Texas, hereinafter called the "General Partner", and the remaining signatories hereto, whose names and addresses are set forth in Exhibit "A" and hereinafter called "Limited Partners". WITNESSETH : WHEREAS, the General Partner has caused to be purchased, or will cause to be purchased, one certain tract or parcel of land described in Exhibit "B" attached hereto and made a part hereof, from funds supplied by the Partners hereto, on behalf of the Partnership herein created; and, WHEREAS, the General Partner has taken legal title or will take legal title to the parcels of land described in Exhibit "B" for the benefit of the partner- ship herein created; and, WHEREAS, the parties hereto desire to ratify the acts of the General Partner on their behalf and to evidence the true ownership of the said property and to hold same for investment purposes; • NOW, THEREFORE, for and in consideration of the mutual promises and considerations herein expressed, the parties hereto do hereby agree as follows: I. FORMATION OF PARTNERSHIP Name, Place of Business and Purpose of Partnership A. The parties hereto have agreed to and by these presents do hereby enter into and form a limited partnership under the name and style of ARAPAHO LIMITED, hereinafter sometimes referred to as "The Partnership". B. The principal place of business of the partnershipshall be located at 411 TAMMY DRIVE, in SAN ANTONIO, BEXAR COUNTY, TEXAS, provided, however, that the general partner by its individual action and judgment may designate other places of business of the partnership within Texas upon compliance with the applicable requirements of the laws of the State of Texas. C. The limited partnership is organized pursuant to "The Texas Uniform Limited Partnership Act" to engage generally in the business of acquiring, owning and preserving, for investment purposes, and/or development of said property described in Exhibit "B" attached hereto. II. DESIGNATION OF CAPITAL CONTRIBUTIONS AND SHARES OF PROFITS AND LOSSES A. Ownership Percentages. The ownership percentages of the Partners shall be equal to the percentages set forth opposite their respective names on Exhibit "A". B. Initial Capital. 1. Receipt is hereby acknowledged for the contribution by the Limited Partners of the respective ownership percentage share of the capital of the partnership totaling for the partnership the sum of --One Hundred Twenty Six Thousand and no/100---- ($126,000.00) expended by or to be expended by the General Partner• on behalf of the Partnership for the initial costs of acquisition of said property, including, among other items, the down payment, the legal fees, accounting fees, tax proration, and other miscellaneous costs of acquisition of said property to the Partnership. 2. The General Partner, upon acquisition of the subject real estate by the Partnership, earns a 10% interest in and to this Limited Partnership and is not required to contribute for the initial capital or additional capital investment or initial costs of acquisition and will not lose or diminish any • of his interest due to death or incapacity. • C. Additional Capital. Each Limited Partner, further to contribute his ownershipshereby agrees disposing of the Partnership property, ad valorem are of etaxes, legdirect al of holding caccounting fees, and other expenses reasonably associated with the acquisition,aholding and ultimate sale of the Partnership assets, if, as and when such additional costs are called for as provided for in "E" below. Each Limited Partner further• hereby agrees to contribute principal and interest on payments of the purchase money notes on the subject property in the principal amount set out opposite his name in Exhibit "A" plus interest on such amount. The General Partner will not contribute any amount toward payments on said notes. If additional capital contributions are made by the Partners, an Amendment must be filed. D. Accounting. 1. • The fiscal year of the Partnership shall be the calendar year. The General Partner shall cause to be prepared and furnish to each of the Limited Partners within ninety (90) days after the close of each fiscal year, a statement of receipts and disbursements. • 2. The Partnership books shall be maintained at the Partnership offices in the custody of the General Partner who shall cause the same to be kept according to generally accepted accountin have the power to collect sufficient sums in advance practices from the Partners to employ the services of a qualified accountant to, maintain the Partnership books. Said books shall be available for inspection by any Partner at all reasonable business hours . E. Time for Additional Contributions. The General Partner will, at least thirty (30) days prior to the due date, send each partner a notice of payment stating such partner's share of additional capital contribution due for principal, interest, property, taxes, operating expenses and miscellaneous; costs of holding the partnership property, if any. The due date will be thirty (30) days after the b date of mailing such notice of payment, and all payments are to be delivered to the General Partner at the Partnership office, on or before 5:00 P. M. on the due date. Failure to so timely contribute by any Partner shall automatically invoke the default provisions of this agreement, and such defaulting Partner shall receive no further notice or demand for payment. F. Limitation ofLia�ty. Anything in this agreement to the contrary notwithstanding, however, no Limited Partner herein shall be liable for any sum of money in excess of the total sums agreed by him in this agreement to be contributed. G. Shares of Profits Upon Sale of Said Property. Provided, however, that upon the sale of all or any portion of the Partnership property, the consideration received by the Partnership shall be shared and distributed according to the terms of Article VII of this agreement below. -2- III. TERM OF PARTNERSHIP The Partnership shall exist until July 4, 1990, unless sooner terminated according to further terms hereof. IR. A. Management by General Partner 1- The General Partner shall have the sole authority to conduct and manage the business of the Partnership. In connection therewith, the General Partner shall have full and complete authority and discretion in the management and control of the affairs of the Partnership, make all decisions affecting Partnership affairs and perform, when appropriate in his judgment, any and all other acts or activities customary or incident to the management of the Partnership business; and to the best of his ability, attempt to conduct the business of the Partnership in a good and businesslike manner and in accordance with good practice within the industry. Without limiting the foregoing powers herein conferred upon the General Partner, it hereby is agreed that the General Partner, on behalf of and at the cost and expense of the Partnership, shall do the following: (a) The General Partner shall have all of the powers and duties of a General Partner prescribed by the Texas Uniform Limited Partnership Act on the effective date hereof, except as altered herein; (b) Acquire for the Partnership the property on the terms and conditions set forth herein; (c) Make periodic determinations of the highest and best uses of the property and, when appropriate, negotiate the sale or other disposition of the property or an interest therein • and upon sale of all or any parcels, the General Partner has authority to pay a 6% commission to any real estate broker (to include the General Partner); (d) Prepare and timely file all partnership tax returns and furnish a copy thereof to each Limited Partner no later than 90 days after the end of each fiscal year of the Partner- ship; (e) Pay from Partnership funds from time to time on hand all ad valorem taxes, assessments, and other impositions applicable to the property and all other sums due or required to be paid in connection with the performance of the obligations of the General Partner and duties hereunder; (f) Retain or employ accountants, attorneys, real estate brokers and other persons necessary or appropriate to carry out the business of the Partnership and to pay compensation for services rendered by such persons; (g) At the General Partner's sole discretion, to borrow funds on behalf of the Limited Partnership, and if necessary, to pledge any of the Limited Partnership's assets to secure such loan. (h) To the extent that funds of the Partnership are available therefore, pay all debts and other obligations of the Partnership, including amounts due under any loans to the Partnership and the cost of holding and maintaining the property. -3- ( i) Keep all funds of the Partnership separate and apart from all other funds of the General Partner, which funds are to be kept in a bank or banks selected by the General Partner. 2. The General Partner shall act in good faith in the performance of his obligations hereunder but shall have no liability or obligation to any of the Limited Partners or the Partnership for any decision made or action taken in connection with the discharge of his duties hereunder, if such decision or action is made or taken in good faith, irrespective of whether the same may be reasonably prudent or whether bad judgment was exercised in connection therewith. 3. The General Partner shall devote to the Partnership such time as reasonably may be required in the conduct of the business of the Partnership; provided, however, the General Partner shall not be required to devote his full time thereto. 4. No person dealing with the Partnership shall be required to determine the authority of the General Partner to take any action or make any decision on behalf of the Partnership. 5. The General Partner shall have the authority, in his discretion, to sell all or any portion of or any interest in the property without the consent or agreement of any Limited Partner, even though the effect of such sale would terminate the business of the Partnership. B. Role of Limited Partners 1. None of the Limited Partners shall take any part in the management or control of the business of the Partnership, transact any business of the Partnership, or incur any obligations on behalf of or otherwise bind the Partnership, so as to insure the limitation of liability of the Limited Partners herein. . 2. None of the Limited Partners shall (i) be liable personally . for any of the debts of the Partnership or any of the losses thereof beyond the total of the interest of such Limited Partner in the Partnership plus the obligatory amounts which such Limited Partner has herein agreed to contribute to the Partnership, (ii) be responsible for the losses of the General Partner or any other Limited Partner; (iii) have a drawing account; or (IV) be entitled to the return of his contribution 'to the Partnership except to the extent, if any, that distributions made pursuant to this Agreement may be considered as such by law, or by unanimous agreement of the Partners, or upon dissolution of the Partnership,, and then only to the extent provided for in this Agreement. • V. DEFAULT PROVISIONS A. General Partner's Option. If any Partner shall default upon his obligation to pay any of the sums as herein agreed to contribute, within the periods specified, then all of said defaulting Partner's interest in and to the Partnership property shall be terminated in full by way of liquidated damages for the breach of this agreement, which damages are reasonably forseeable at the time of entry into this agreement, and which liquidated damages are specified herein by reason of the time, expense and difficulty of ascertainment of the exact amount of damages at the time of any such breach. The other Partners, General and Limited, shall have the option and right to acquire the defaulting Partner's interest at any time within thirty (30) days after such default upon the payment of the sum then defaulted upon and the assumption by the Partners that exercise such option of all the obligations to the Partnership of the defaulting Partner. -4- B. Substitute Partner. If the Partners do not exercise this option to purchase the defaulting Partner's interest, then the General Partner shall have the power to substitute any other individual or entity for the defaulting Partner upon the receipt of the sum of money defaulted upon and all costs and fees incidental thereto and-upon the assumption by the substitute I. imited Partner of all of the obligations to the Partnership of the defaulting Partner. An appropriate amendment to this certificate and Articles of Partnership shall be executed by the General Partner on behalf of and as attorney-in-fact for all of the Partners herein. C. Dissolution after Default. In the event that the Partners do not exercise thei option to purchase the defaulting Partner's interest, and in the event that the General Partner does not substitute another individual or entity for the defaulting Partner within thrity (30) days after the expiration of the Partner's option to purchase, then the Partnership shall be dissolved and the General Partner shall proceed to wind up the affairs of the Partnership. D. Waiver. Provided, however, any default may be waived upon the written consent of the General Partner. VI. TRANSFERABILITY • A. Restrictions on Transferability. No Partner shall assign, sell, convey, mortgage, pledge, encumber, transfer or in any other way dispose of any portion of his interest in the Partnership without first offering to sell or otherwise transfer or dispose of the same to the other Partners on a pro-rata basis to the percentage that each other Partner owns in the Partnership. The offer to the other Partners shall be upon the same terms contained in any bonafide offer for the disposition of said interest given or received by the Partner desiring to sell, transfer or otherwise dispose of his said interest. Provided, however, that the transferring Limited Partner shall pay all costs to the Partnership for legal, accounting, commission and all other expenses reasonably connected with the sale of such interest and the fees for the filing of any amendment to the Limited Partnership documents with the appropriate authorities. Said option shall exist for thirty (30) days after receipt by the other Partners of all of the terms • of any proposed sale, transfer or other disposition of the said interest, including the identity of the proposed purchaser or transferee, to include a true and correct copy of such offer. B. Transfer to Others. In the event the other Partners fail to exercise the hereinabove described option within the period herein called for, then the Limited Partner desiring to transfer or otherwise dispose of his interest in the Partnership shall have the right to transfer or otherwise dispose of his interest in the Partnership during the next succeeding thirty (30) days after the expiration of said option, or a waiver thereof, in strict compliance with the terms of the written notice of intent to transfer or otherwise dispose of said Limited Partnership interest theretofore given to the General Partner. After said thirty (30) day period, then the terms of this article shall again apply to said interest. The assignee of the transferring Limited Partner shall not be entitled to become a substitute Limited Partner except upon the written consent of the General Partner. VII. DISTRIBUTION OF ASSETS UPON SALE OF SAID PROPERTY A. The proceeds from the sale of all or any portion of said property shall be distributed and applied as indicated in this article. -5- L. The proceeds from the sale of any portion of said property shall fir be applied to the discharge and payment of all indebtednesses, liens, and st encumbrances upon, and of all other expenses of the holding and sale of that portion of said property sold, which are outstanding or have accrued up to the date of such sale and have not heretofore been paid prior to such sale. Allocations to the portion of the total costs of acquisition, holding and sales of said property sold from the total of such indebtedness, liens, and encumbrances and other expenses outstanding on the part of said property owned by the Partnership immediately prior to such sale shall be based upon the percentage which bears the same relation to one hundred percent (100%) as the number of acres of land sold bears to the total number of acres of subject property owned by the Partnership prior to such sale. In the event that the proceeds of such sale are insufficient to discharge and pay all the sums called for in the preceding sentences of this section to be discharged and paid, then the deficiency shall be treated as a loss which shall be credited to each of the partners in direct proportion to their respective ownership percentages. C. The proceeds from such sale remaining, if any, after the distribution, discharge and payrrient of the sums specified in the aforementioned Section, shall be distributed to the Partners, General and Limited, promptly after such sale, in direct proportion to their respective ownership percentages, as such ownership percentages are set forth in said Exhibit "A". VIII. DEATH, INSANITY OR RETIREMENT OF PARTNERS The death, insanity, resignation or retirement of the General Partner shall dissolve the Partnership unless a new General Partner is secured within thirty (30) days thereof. The death or insanity of a Limited Partner shall not dissolve the Partnership; however, the personal representative of a deceased or insane Limited Partner shall have all the rights afforded such executor or administrator under the Texas Uniform Limited Partnership Act. IX. DISTRIBUTION UPON DISSOLUTION Upon the dissolution of the Partnership, all of the assets of the Partnership shall be applied, paid and distributed in the following order of preference: 1. To the payment of creditors of the Partnership (except to partners in respect to capital or profits). 2. To the payment of each of the Partners, General and Limited, of their shares of any undistributed operating net income credited to his account on the Partnership books. 3. To the payment to the Partners according to the applicable provisions of Article VJII relating to distributions upon the sale of said property. X. AGREEMENT TO BE CONSUMMATED IN THE STATE OF TEXAS The General Partner shall execute this Agreement in the State of Texas after it has been executed by all of the other parties hereto, and this Agreement shall be con- strued under and governed by the laws of the State of Texas. Each of the parties shall indicate the date on which he executed this instrument. -6- • 0 XI. Each of the Partners understands that his interest in the Partnership has not been registered under the Securities Act of 1933, as amended ("the Act"), on the grounds that his acquisition of such interest is exempt under Section 4 (2) of the Act as not involving a public offering. In this connection, each Partner individually represents and warrants the following with respect to the acquisition of his interest in the Partnership: A. He is fully advised as to the business and operations of the Partnership, and has obtained or has had an opportunity to obtain such information about and to make such an investigation of the Partnership as he deemed appropriate. B. He is acquiring his interest in the Partnership for his own account, as an investment, and not with a view to "distribution" as such term is used in the Act. C. He understands that the General Partner is relying upon the representation and warranties herein permitting a participation by him in the Partnership without registration pursuant to the Act. D. He agrees that he will not sell, mortgage, convey, pledge, encumber, assign, transfer or otherwise dispose of his interest in the Partnership in the absence of (1) registration of such interest under the Act, or (2) an opinion of counsel for the General Partner that such registration is not necessary. E. He hereby agrees to indemnify the Partnership against all liability, costs or expenses arising as a result of a sale or a distribution by him of his interest in the Partnership in violation of the Act. XII. Waiver of Right to Partition. Inasmuch as all real and personal property owned by the Partnership is owned by the Partnership as an entity, and no party hereto, individually, has any ownership in such property, none of the parties hereto shall have any right to partition any of the Property, and all parties hereto hei'eby irrevocably waive any and all rights that any party hereto might have to maintain any action for partition of any of the Property with respect to their undivided interest, if any, therein, either as a partition in kind or a partition by sale. • XIII. BINDING EFFECT OF AGREEMENT This Agreement shall be binding upon the parties hereto and their respective heirs, successors, executors, administrators and assigns. It shall be unnecessary for all the Limited Partners to sign any single copy of this Agreement; the General Partner may sign a copy of this Agreement with each Limited Partner or two or more Limited Partners, and all such similar Agreements shall together constitute a single Agreement among the General Partner and • the Limited Partners. Provided, however, after the General Partner and all Limited Partners have thus executed a copy of this Agreement, then the parties hereto respectively appoint the General Partner their attorney-in-fact to affix separate signature pages, bearing the signature of one or more Partners herein, to one document containing terms identical to this Agreement, in order to facilitate the filing of a copy of this Agreement with the Secretary of State of the State of Texas. -7- After the General Partner's completion of P the said act pursuant to this grant of a sjlecial power of attorney for said purpose, document thus assembled, or a certif d copy t ereof,rshall be admissible in anye y Court or jurisdiction as evidence of the Agreement between the Partners, and that all Partners shall be estopped to deny the execution of the same by any of the Partners hereto. XIV. The Agreements and representations in this Partnership Agreement contain all of the Agreements and representations of the parties hereto, and it is expressly provided that the General Partner shall not be liable for any claim that may hereafter be made alleging any verbal agreement by and between the parties hereto of the General Partner, or the General Partner's agents, employees or association. • XV. HEADINGS The headings of each of the articles of this Agreement are inserted for convenience only, and shall not be considered in construing the terms of this Agreement. EXECUTED in multiple counterparts, by the General Partner at San Antonio, Texas, and by the Limited Partners on the date indicated opposite their respective signatures below, all effective June 22, 1976 GENERAL PARTNER:"otel Ct??,'?/7 (' - — " • el G. Jones, d/b/a.. MANITOU, LTD. Date • STATE OF TEXAS ¢ COUNTY OF BEXAR BEFORE ME, the undersigned authority, on this day personally appeared EDSEL G. JONES, d/b/a MANITOU, LTD. , known to me to be the person whose name is subscribed to the foregoing instrument, and acknowledged to me that he executed the same for the purposes and consideration therein expressed, and being sworn, stated he is a Partner and the statements therein contained are true and correct. GIVEN under my•hand and seal of office this the Z 2 day of Gvn 19 7 . • ('7 Notary Publi _ n and .r Bexar Cc ty, Texas -8- 'LIMITED PAR'1•N l 4 S; 7,1 �' r Al / ) ,/ 1 , . Name / • •lute AddressI/ 6 ` S - /(. Social Security Number • STATE OF Q • COUNTY OF 0 , . ; , ;.:.• ORE Mday personally appeared B, the undersigned authority, on this , , • ' .,_ l �� '-2---subscribe jl-'i l , known to me to be the person whose ;.name is‘ _ -- the fa egoing instrument, and acknowledged to me that . executed the same for the purposes and consideration therein expressed, and being sworn stated._ j is a Partner and the statements therein contained are true and correct. GIVEN under my hand and seal of office this the �C Goeiteday of % 7 19 /] / . ?:'(r • . i) / ,r/:/ , NoE ry Public in and for` f County, • 4 7 • /7- e?- "7,;‘-‘,/-,--/%/e...L.>-' ' 1;1-6:-.-1(• • . , /1..-' / 7- ,%':-7" Name / / J -Date i 1 .%r-----ceee76 7/,27 ...i(y- ,x1, 4,.,i,% , ,,,7„,......2., Adds ds Social Security Number • STATE OF Q COUNTY OF ,a-Lc.�. 0 ; ' BEFORE ME, the undersigned�authority, on this day personally appeared !�` // �� �4 ' . • `� , known to me to be the person whos ` name subscribed to the foregoing instrument, and acknowledged to me that . executed the same for the purposes and consideration therein sworn stated._ is a Partner and the statements therein contained are and ebebeing and correct. GIVEN under my hand and seal of office this the / day of 14•"-- 19 G24 c,.. .---;•,..,_— ..e,...e .),z--c.—re-...-- I Notary P lic i4 and for454,-2._ County, • • _9_ • LIMI'1'ED PARTNERS: • J--= � Name •Date • 7 SrrViej2e_e-e; C)641"-. .11 l / - - 2 Address �� 7- 3- Social Security Number • 77879 STATE OF "1GIC,aJ COUNTY OF BEFORE ME, the undersigned authority, on this day personally appeared known to me to be the person whose ' name is subscribed to the foreg ing instrument, and acknowledged to me that 4_1u.c executed the same for the purposes and consideration therein expressed, and being sworn stated ,n� is a Partner and the statements therein contained are true and correct. GIVEN under my hand and seal of office this the vire day of 1 '1 6 �— 19 CAI Notary Public in and for nc o t;,'. "u, County, Ilhe.jeLt,-)X . ko`-eo Se- -76 Name Datq') S-6 0 3 Keipc/ ,1ic4 ' �.� i ��/- ; Address r�'9n',S0v rr�i5 Social Security Number STATE OF COUNTY OF BEFORE// ME, the undersigned authority, on this day personally appeared n° a-e-(T .4-9 �� z c c.) ; , known to me to be the person whose name is subscribed to the foregoing instrument, and acknowledged to me that r , 'executed the same for the purposes and consideration therein expressed, and being sworn stated Ac. is a Partner and the statements therein contained•are true and correct. • GIVEN under my hand and seal of office this'the day of ) Notary Public in and for F.r `/County, • • • -10- , ' Li 1'1` •'U PART . EJ5. lir. '4,kk.i4 . 1,.)0L� N��-( 20 7 c� Name •llatc Address 7g2 30 Social Security Number STATE OF T c 4 COUNTY OF l' e)CAP. 4 S : BEF RE ME, the undersigned authority, on this day personally appeared A1/4)1 `• L.)4 l.F. , known to me to be the person whose ,''.name is subscribed to the foregoing instrument, and acknowledged to me that /-4E . executed the same for the purposes and consideration therein expressed, and being sworn stated -4e is a Partner and the statements therein contained are true and correct. GIVEN under my hand and seal of office this the 'Z5 day of i�`A'Y 191(p . ' .0 % Notary Public and for County, i, S. E2.; 'u :j * :r -moi- * ,- * * * •i PitHic : ,. ? /(- • ),/ / • ,2, ,,,- _,?.: . /,(-)2'-. /: %/ ; Name i •Date !dress •� Social Security Number • " STATE OF 4 COUNTY OF 4 'j ;. �,; . BEFORE ME, the undersigned authority, on this day personally appeared • 716 6., i ' ' , known to me to be theP e rson whose .name is sulAcribed to the foregoing instrument, and acknowledged to me that • , , executed the Ts me for the purposes and consideration therein expressed, and being sworn stated , ,,( is a Partner and the statements therein contained are true and correct. • LThGIVEN under my hand and seal of office this the -' S day of � .><',-/ -z , 1976, . / ;,• . /T.( . 't. i I ,_< k . , r ) (-f'")C.7 , ,„L' 4" -��'• . • Notary Public in and for 7, 7/. County, • -11- • "L1M1'1'El) PARTNERS: ____: -C-E ate.. . • — Name azo /� f• a• � T • � llate d x .199� .4,✓ It s 77�o - v/ Address/ � -� T Social Security Number •• . STATE OF COUNTY OF BEFORE ME, tithe undersigned authority, on this day personally appeared , YYl , f , known to me to be the person whose „.:!,name is subscribed to the foregoing instrument, and acknowledged to me that kJ executed the same for the purposes and consideration therein expressed, and being sworn stated 1-uzJ, is a Partner and the statements therein contained are true and correct. GIVEN under my hand and seal of office this the a — day of 19 rx. • Notary Public in and for County, r • 40-n /68-4(2. -,12.e) S-12,9;76 Name Date A9.61 3.?915, X/ia-n ,i k ,7 f0/ - 3 ,5-7Y• Address Social Security Number • STATE OF COUNTY OF a • • BEFORE ME, the undersigned authority, on this day personally appeared s-,r� tom. R yy� , 'p, , known to me to be the person whose name is subscribed to the fore Joing instrument, and acknowledged to me that 'executed the same for the purposes and consideration therein expressed, and being sworn stated Vul, is a Partner and the statements therein contained,are true and correct. . • GIVEN under my hand and seal of office this'the ay "'day of 19 v7(3 Y O •• ' Notary Public in and for 6,-Lo, County, • -12- LIMI'FED PARTNERS: • Sfz. SI-7 (;) _ Na Ile • Date 1. C)""1/4 1 h c a k triNaktb ,a . e-P.". Pte..kNIMAL,J(1-‘44414.4.1 Li,lQ Z - 6Le _ 311`t Address7g2 / 7 Social Security Number • - STATE OF T . I. 0 COUNTY OF 1 C)(n . 0 •;j' :';:•,. BEFORE ME, the undersigned authority, on this day personally appeared ` be . QSC►q� o �K , known to me to be the person whose , .,,„name is subscribed to th foregoing instrument, and acknowledged to me that . s executed the same for the purposes and consideration therein expressed, and being sworn stated is a Partner and the statements therein contained are true and correct. GIVEN under my hand and seal of office this the • day of mot , 19j. L • v)V1,1*CA I-, aNlIt' & toPubic in and forLL County, • 4 4 if 4 4 K 4 * 4 * 4 ,&,--_ ,-,,,,7 . f-d.Qb v 4 6-- - �2 S- 2 6. Name Date 706 f',9T /3oO ke �z PD UNrve c AL C ;y .�-- C 2 - 75”S t ' ; Address -7-),. 7*/44 Social Security Number STATE OF ';e. .�/ G COUNTY OF41716-r---- b • EFORE ME, the undersigned authority, on this day personally appeared -M e_ ��a,! ,�v' )y) , known to me to be the person whose . name is subscribed to the foregoing instrument, and acknowledged to me that 4, 'executed the same for the purposes and consideration therein expressed, and being sworn stated is a Partner and the statements therein contained are true and • correct. • GIVEN under my hand and seal of office this'the a/& day of ___))3At)_________ , 19 76 . . Po_T-. /0_42/(siZt Notary Public in and for „ � - ' County, • .-13- • • .LIMITED PARTNERS: •1?1 i1P _ ii _tS 2C',i27C Name Date • Rt 4 BOx 1.58 Cald!rell , Tex. 7783' 465-26-5587 Address Social Security Number • -. STATE O'F‹AWW ; Q COUNTY OF (),)(-\6161,a_____ >•, BEFORE ME, the undersigned authority, on this day personally appeared • Fr,;Irtt,rir r,1.,.`. , known to me to be the person whose `'name is subscribed to the foregoing instrument, and acknowledged to me that executed the same for the purposes and consideration therein expressed, and being sworn stated she is a Partner and the statements therein contained are true and correct. GIVEN under my hand and seal of office this the "„ham day of ,, „ 19-1 , . • ) • • \\.Q Notary Public in and for ” rc J County, 6/„ * * * * * * * X= r 1'!1111 di:i 11. floss :a?i 26,1 )71; i; , ,7t,- Name Date 1710 Echols St. • 453-18-:1543 • ; Address Social Security Number • STATE OF COUNTY OF � cL_ • BEFORE ME, the undersigned authority, on this day personally appeared " 11i .j, ;11;; , known to me to be the person whose name is subscribed to the foregoing instrument, and acknowledged to me that ;-,t. 'executed the same for the purposes and consideration therein expressed, and being sworn stated ;,( is a Partner and the statements therein contained.are true and correct. • GIVEN under my hand and seal of office this'the •}\`i day of c to Q A (S 6)-1 l;ten • �J \ Jr Notary Public in and fo (i� ,a County,Te"x14,; • -14- LIMI'T'ED PARTNERS: 11 eBe,er F �% u-)4 / A/ /c/tyr i % 767 Name •'Bate 438 - 2c)- (1 ;2 3 Address Social Security Number • STATE OF COUNTY OF• B 'ORE ME, the undersigned authority, on this day personally appeared , known to me to be the person whose name is subscribed to the foregoing instrument, and acknowledged to me that if& executed the same_ for the purposes and consideration therein expressed, and being lT sworn stated is a Partner and the statements therein contained are true and correct. GIVEN under my hand and seal of office this the /- day of 1916 . FJc>lk. Notary Public in and for /, County, • • P4i L c 1/ �7 M'4`/ 76 Name Date 2- 9I fv�.�w'.4� c A,J&mho / lc�>c (00 —l8 - ei07 Address Social Security Number • STATE OF COUNTY OF BEFORE ME, the undersigned authority, on this day personally appeared FY' Se h ii , known to me to be the person whose - name is subscribed to the foregoing instrument, and acknowledged to me that he._ executed the same for the purposes and consideration therein expressed, and being sworn stated is a Partner and the statements therein contained.are true and correct. • GIVEN under my hand and seal of office this'the �1) day of 111 c(7)-\ , 19 1(Q . 6?..rLf4i Notary Public in i 1 for 13e XA k County, • -15- LIMITED PARTNERS: L . 414L•L 7;-: .1/ /C ILL' r'�r% ate Name 3.5 iVAstl{uyro'✓ • /- — 2 z. khi c t l x 7� 7v/ �` Address Social Security Number STATE OF '-'IL-4.--.2) COUNTY OF -tY1?4' A---J4 BEFORE ME, the undersigned authority, on this day personally appeared '< : ga known to mc to be the person whore ,;;`.name is subscribed to the foregoing instrument, and acknowledged to me that �_✓ . executed the same for the purposesand ln expresse , and rbeing sworn stated ` : LIMITED) PARTNER:" ,. 1,L�--tL June 2, 1976 • Name �•Thq M. Howard - Date ' • "1-3.3-14g- Date 3'}'A- San ;Pedro, San Antonio, Texas 70216 458-36-5990 /4201 Address72,014- Social Security Number 7e23 2 STATE OF t TEXAS 4 COUNTY OF BEXAR 4 ; • BEFORE ME, the undersigned authority, on this day personally appeared r , known to me to be the person whose Thad M. Howard he `.name is subscribed to the foregoing instrument, and acknowledged to me that executed the same for the purposes and consideration therein expressed, and being sworn stated he is a Partner and the statements therein contained are true and correct. • GIVEN under my hand and seal of office this the 2nd day of June 19 76 .) L�fes,, • /( ? Ce, " �✓ Notary P 1 ' and for Bexar County, BEITYE J. DAWSON Notary Public %i g; s;: $: * * * n T * 4 807(8(County, Texas • LIMITED PARTNERS: • C:,,-�wc/ ,2( 4r,'--x., June 3, 1976 Name / / • Date • 13806 Circle A Trail l/ • Sari Antonio, Texas 752Zg 466-42-4524 Address Social Security Number • STATE OF t 4 Texas • COUNTY OF 4 Bexar ; . • BEFORE ME, the undersigned authority, on this day personally appeared B enn i P 171— Lynn , known to me to be the person whose:'.name is subscribed to the foregoing instrument, and acknowledged to me that he executed the same for the purposes and consideration therein expressed, and being sworn stated he is a Partner and the statements therein contained are true and correct. GIVEN under my hand and seal of office this the 3rd day of June 1976 . • ota , . �e� -e z'C .c C(.1.-(-2--- • py , ,,uPli 1n and for l ar County, , , ^: LIMITED PAR'T'NERS: -y 14410,nR � ,,-;�- 6 30 ' 7 V\0-4 t- ---Date Name • 0 '1"' Te {SJ -- a -(off 2cc Address Social Security Number STATE OF COUNTY OF BEFORE ME, the undersigned authority, on this day personally appeared �,,�S t , known to me to be the person whose ' .name is subscribed to the foregoing instrument, and acknowledged to me that (",_k_ executed the same for the purposes and consideration therein expressed, and being sworn stated =is a Partner and the statements therein contained are true and correct. GIVEN under my hand and seal of office this the c day of LLA, /976 19 • p Notary ublic in and for County, /� C / � .CQ�n 2?p4,44140 — ; f.e- Af> • .- .6/44 LA.✓A (A),4 r �J ��s, ,ii S• /N c64 e /DE,✓ ( 1 /LA A.1 Date ate C c-c e5x -C6-714, ow, A, f 7� - / 6 y 9 4 S�CAwE.Q. Z �' 4 p, • ; Address 77p-to Social Security Number STATE OF COUNTY OF L3 p FOR , ME, the undersigned authority, on this day personally appeared jE 1/4-A-0 141S , known to me to be the person whose A . name is subscribed to the foregoing instrument, and acknowledged to me that fri-E\7e, 'executed the same for the purposes and consideration therein expresse;l, and being sworn stated ; is a Partner and the statements therein contained.are true and • correct. CAS TRusraE> • GIVEN under my hand and seal of office this'thc 2 3 '`4- day of ,TiJA✓r , 19 7` a • .fa.._ _ . Al A Not.wry Public in and fo '29z,,s County, • • • • -18- LIMITED PAUTNEtt.,. * - oar /-‘.',,,-;,4.,4 ten-cz.� 7. i .��' -e-'c. % l/1_—' / / SCS • / Name •Date /41 e7- .,�P/CP" 4 a z--Ar 3 - 1 Li — /9 /4 Addr4 'S Social Security Number • STATE OF • 0 COUNTY OF 0 BEFORE-ME, the ndersigned authority, on this day personally appeared -ODS A4 leHA(L --�-� 11v's , known to me to be the person whose name is subscribed to the foregoing instrument, and acknowledged to me that executed the saga for the purposes and consideration therein expressed, and being sworn stated • e. is a Partner and the statements therein contained are true and correct. GIVEN under my hand and seal of office this the 24 day of /q ` 19'Z Notary Public in and for 8 p t)S ,.County, s * * * T * * * it T * * . • .J f\ e r. L C,-, (6..,,,A i ,,J ll i - Zi , 15, ,,......_ i,) Name Date Z 0 0 I c 1_,l06, 1 On ( (CV VN.,, '-I -i - 1 Z- Z-15-5- • ; Address Social Security Number • STATE OF 0 COUNTY OF . 4 • BEFORE E, the undersigned authority, on this day personally appeared C , known to me to be the person whop . name • --subscribed to the foregoing instrument, and acknowledged to me that ---V)0_, 'executed the s me for the purposes and consideration therein expressed, and being sworn stated is a Partner and the statements therein contained are true and correct. • GIVEN under my hand and seal of office this'the / day of -44— , 1974 . . Wanda, -J Notary Public in and for r County, • -19- • • LIMI'1'ED PA11'1'NERS: Name • - " • •Date • /Pi!J!,, -n Address17474 -G'� -- S- jSocial Security Number ' STATE OF TEXAS t• cOU1 1 OI, BEXAR• BEFORE ME, the undersigned authority, on this day pY appeared a eared CHESTER L. BUEKER known to me to be the person whose '.name is subscribed to the foregoing instrument, and acknowledged to me that he executed the same for the purposes and consideration therein expressed, and being sworn stated he is a Partner and the statements therein contained are true and correct. GIVEN under my hand and seal of office this the 24th day of May 19 76 ( 2 !7-C, /77_ �..`r.L/ ' eeee." iNotary:Public'in and for B 3tAR `� County, BE7"lYE S. T E[ ( • V Nota 'Texas a; * ;, Y, ,y Public, Bex County, Texas �• �yTCOtn �: mission expires 1 June c',2227 • L 11L11'1'E ll P A11'1'N E l i S: (...t.ite 7 June 1976 Name •Date 1603 Glade Street • College Station, Texas 454-78-8445 Address Social Security Number STATE OP IDAHO : COUNTY OF EIRE the undersigned authority, on this day personally appeared • CARL M. GOUGH, JR , known to me to be the person whose name is subscribed to the foregoing instrument, and acknowledged to me that he �. executed the same for the purposes and consideration therein expressed, and being • sworn stated he is a Partner and the statements therein contained are true and correct. GIVEN under my hand and seal of office this the 7th day of June 19 76 MAR Ii IRET A. SANTOS c•-7c•-7NOTARY PUBLIC • IDAHO • MY COh1P';SSI:(J EXPIRES MARCH, 4, 1980 Notary ublic in and for Elmore County, * T • • -20- LIM!'1'Lh.I'nit'!'NLIIS: i _.. .2/ L —yl �. . - ,74,/.44/Name 6", - •Date • �d S- i)i�rr ,/ _ �er7 3 Address ^ Social Sccttn ity Number STATE O1 COUNTY OF # BEFORE ME, the undersigned authority, on this day ;r ." �.-. .�. � /�- ,. ,� personally appeared ` name is subscribed to the fore f., , known to me to be the person whose insrument, anexecuted the same for the purposesgandtcon consideration acknowledged to me that -�L____ sworn stated on therein expressed, and being E-- is a Partner and the statements therein contained are true and correct. GIVEN under my hand and seal of office this the _L2:-..L/day of -1--(A.— .t-t.-Q./ , 19110. otary P.1 lie in and for Count t Y, 3,1/4 4_ ,,, �= �: M T• Notary Public, Boxer County, Texas • 717Y,do......L. (2— Don H. Cude Name __LJuly 197 Date 13107 Park Manor . San Antonio. Texas 78230 ' ; Address l�6 1181 Social Security Number • • STATE OF 4 COUNTY OF Q • BEFORE ME, the undersigned authority, on this day personally appeared Don H. Cude , known to me to be the person whose • name is subscribed to the foregoing instrument, and acknowledged to me that he 'executed the same for the purposes and consideration therein expressed, and being sworn stated he is a Partner and the statements therein contained.are true and correct. • GIVEN under my hand and seal of office thistthe 1st day of J • , 19 76 . my • (4 , (-, --- __:1,.. . „A,-r d 1 ) r ) '-,.._ --4-• Notary Public in and for :ex:r A County, wr LINDA U. FRy Notary Public, h,,Yar County, Texe, • • -21- • LIMITED I'ARTNEliS; • . _, . 2 '.// , c. f, . . N tie c._� • ate �, e 6-‘e—.--.1../, , e (3/X-e r /"eh Address /,-i' 45-Z, - 3 k - 97/c5' Social Security Number • . i STATE OP Teas 0 • COUNTY OF Brazos 0 ;.., : BEFORE ME, the undersigned authority, on this day personally appeared "Q 'La , known to me to be the person whose : name is ubscribed to th foregoing instrument, and acknowledged to b me that 1:m_ executed the same for the purposes and consideration therein expressed, and being sworn stated Ile. is a Partner and the statements therein contained are true and correct. GIVEN under my hand and seal of office this the 1976 `/4 day of J u� t` • (�fi,L1/ / . Notary Public in ancr for A' • County, T , • LIMI'1'ED PARTNERS: 7-4C ,.,V1(4 . . att1C • - `II n •Date • 1),-)' t`1- �,. - - , brio L ---1 _ - (3'1 L 3 AdcI es ,,,11-(r. --`2-- Social Security Number STATE OF -rex AE. 0 . COUNTY OF t�.�A�� 0 BEFORE ME, the undersigned authority, on this clay personally ., �4,r,/e` C_ ZZ/. . te • r ,- appeared nown to me to .` name is subscribed to the foregoing instrument,kand acknowledgedtlto e pershn whose b me that executed the same for the purposes and consideration therein expressed, and being sworn stated `j e, is a Partner and the statements therein contained are true and correct. GIVEN under my hand and seal of office this thel day of 19.6 . ...xe94, I N Lary Pu ;c in and for ,—County, z t * * * * * * * * * • -22- LIMI'I'Eu PARTNERS: r . -- =— Name `2 l.,• 7 W -lea • Address • _ / Social Seco •ity Number STATE OF - 0 COUNTY OF 1 i" N../ u ,t 0 BEFORE ME, the undersigned authority, on this da �� � , % , /-,/ � ., ,.,7-- y personally appeared name is subscribed to the foregoing • known to me to he the person whose and executed the same for the purpos sandtconsiderationathe therein excr prestsed, and that sworn stated y,= is a Partner and the statements therein containedaret ebeing and correct. GIVEN under my hand and seal of office this the i_ r` da of 19_2(L. y , . l` Notary Public in and for .` County, �: LISTON J. OHEN , -,)i. • * *• * * * 1Jotary. Public,Bexar County, Texas LIM1'1'L •J•1JiS / ,'&4 g r r� l� icz-4'4", 4 _ 4. . • - ,-,1 / . • I , . -7 Name ' `/ kC) 4 a� �� •llate ' _, C, 1.-tk) i/6- 7- -r-k -0V/ flddres s Social Security Number STATE OF COUNTY OF ;• • BE • RE E the under- igned authority, on this da _ y personally appeared : name is subs cried to the foregoing! , known to me to be the person who e instrument, and acknowledged to me that , executed the sa e for the purposes and consideration therein expressed, and being sworn stated ' is a Partner and the stat and correct. statement s therein contained are true GIVEN under my hand and seal of office this the LDt l- of 19 Y i SCG • .4/ Gc 7'0 Notary Public in and for .r d yCounty, • * * * * * * * * ti; -23- LIM!'l'LD PAR TNEJ, • E A Lt. . b Nance 4 �// •Date • 03 Q , , l ' 6 Adds-esZ.o Social Security Number S TA TL OF COUNTY OF BEFOIIE ME, the undersigned authority, on this day• personal] - knownY appeared ' name is subscribed to the foregoing to me to be the person whose executed the same for the ptirposeandtconsideratnond atlerein expresed, and kno�a�acknowledged to me that sworn stated is a Partner and the statements therein ontainedSare truebeing and correct. GIVEN under my hand and seal of office this the / •-•-/- day of 19 , • • • Notary Public in and for ,�; - • county, Leroy Raymond Jakubik Name August 11, 1976 Date 2918 Cherry Creek, Bryan, Tex. 77801 455-56-5120 Address Social Security Number STATE OF COUNTY OF • • BEFORE ME, the undersigned authority, on this day person ] y, known to me to be the personwhose ared name is subscribed to the foregoing instrument, and acknowledged executed the same for the purposes and consideration therein express d, anat d _ scorn stated is a Partner and the statements therein contained.are true y and correct. • GI t'EN under my hand and seal of office this`thc 19 day of Notary Public in and for County, • • • • • -24- • (To be attached to and made part thereof the Certificate and Articles of the Limited Partnership referred to as ARAPAHO LIMITED.) (1) (2) Initial Additional Contingent Capital Liability for Balance Ownership Contribution of Capital Contribution Percentages Partner's Name ($) ($) (%) General Partner Edsel G. Jones, d/b/a Manitou, Ltd. -0- -0- 10% Limited Partners 1. L. W. Coleman, Jr. $ 7,000.00 $ 12,988.43 5% 2. Mary Frances Gough 3,500.00 6,494.21 2-1/2% 3. Albina K. Hlavaty 3,500.00 6,494.21 2-1/2% 4. Robert D. Lozo, Jr. 3,500.00 6,494. 21 2-1/2% 5. David B. Wolf 3,500.00 6,494.21 2-1/2% 6. Billy R. Trimmier 3,500.00 6,494.21 2-1/2% 7. William B. Roman, Jr. 3,500.00 6,494.21 2-1/2% 8. Leon W. B. Rasberry 3,500.00 6,494.21 2-1/2% 9. 0. J. Woytek, Jr. 3,500.00 6,494.21 2-1/2% 10. Henry E. Weir 3,500.00 6,494.21 2-1/2% 11. Emagene R. Pitts 3,500.00 6,494. 21 2-1/2% 12. William R. Ross 3,500.00 6,494.21 2-1/2% 13. Robert F. Bowlin 3,500.00 6,494. 21 2-1/2% 14. 0. A. Frischmuth, Jr. 3,500.00 6,494.21 2-1/2% 15. William R. Hale 7,000.00 12,988.43 5% 16. Mason Matthews 3,500.00 6,494. 21 2-1/2% 17. Thad M. Howard 3,500.00 6,494.21 2-1/2% 18. Bennie H. Lyon 7,000.00 12,988.43 5% 19. Charles A. Ernst 3,500.00 6,494.21 2-1/2% 20. Jerry B. Burrows (Trustee) 3,500.00 6,494. 21 2-1/2% 21. Don M. Higgins 3,500.00 6,494.21 2-1/2% 22. James C. Gilbert 3,500.00 6,494. 21 2-1/2% 23. Chester L. Bueker 3,500.00 6,494. 21 2-1/2% 24. Carl M. Gough 3,500.00 6,494.21 2-1/2% 25. Herman H. James, Jr. 3,500.00 6,494.21 2-1/2% 26. Don H. Cude 3,500.00 6,494.21 2-1/2% 27. Billy G. Lay 3,500.00 6,494.21 2-1/2% 28. Robert C. White 3,500.00 6,494.21 2-1/2% 29. William H. Croft 7,000.00 12,988.43 5% 30. Herbert L. Wade 3,500.00 6,494 . 21 2-1/2% 31. Olie C. Grauke 3,500.00 6,494.21 2-1/2% 32. Leroy R. Jakubik 3,500.00 6,494. 21 2-1/2% $ 126,000.00 $ 233,791.60 100% * - The additional contingent liability for Balance of Capital Contribution is based on a Real Estate Lien Note, a true copy of which is attached hereto as Exhibit "C". EXHIBIT "A" FIELD NOTES OP 1.ft.30 ACNE 'TRACT CRtht1FORD EMNETT TT SiI[VEY, ABSTRACT NO. 7 Bt:AZOS (:i!uiJ'1"', TEXAS Being 58.3Q• acres of land, more or less, out of and part of that certain 146.5 acre tract of land lying and being in the Crawford Burnett Survey, Abstract No. 7, in Brazos County, TL:xas; said 116.5 acre tract being the same land described in a deed from Henry Gorzycki, et ux to Harry Gorzycki, dated hecember 30, 1931, recorded in Volume 81 , Page 186, deed records of Brazos County, Texas; said 58.30 acre parcel of land being more particularly described by mete;: and hounds as follows; BEGINNING at an iron rod, said rod also being the most northerly corner of said 146.5 acre tract. ::,;i d corner- brci n J the southeast corner of the Evans Estate 14 acre tract and lying in the southr:r: t line of the I43hdwk Ltd. 47.26 acre tract. THENCE.' S 43°48' 50" E for a distance of 282.23 feet to an iron rod for corner, said corner also being a common coiner of the aforesaid Mohawk Ltd. tract; THENCE S 45°41'00" E for a distance of 1,628.28 feet to an iron rod for corner, said C>rner l"ing in the southwest line of the aforesaid Mohawk I.td. tract; THENCE S 43° 52' 39" W for a distance of 1403.70 feet to an iron rod in the north right-of-way linu of Farm to Market Road 2818 for corner; THENCE S 86014145" 1J for a distance of 46.23 feet along the north right-of-way of F. M. 2818 for coiner; TWNCE S 66015145u tJ for a distalce of 435.18 feet along the north right-of-way of P. M. 2818 for corner ; ° THENCE N 03 ,4158" t l for a distance of 100 feet to an iron rod for corner, said • corner being the point of curvature for a curve to the right; THENCE a distance of 199.82 feet along the arc of said curve to the rioht to an iron rod for cornerb said corner being the point of tangency for said curve having a central angle of Oo 56'g5", a radius of 1,925.53 feet, a tangent of 100.00 feet and a chord bearing N 00 g6195" W for a distance of 199.73 feet; • THENCE N 02o11'47" E a distance of 549.93 feet to an iron rod for corner; TIIEHC4 N 47°49'46" W for a distance of 1015.88 feet to an iron rod for corner; ° THENCE N 4429' 16" E for a distance of 1167.07 feat to an iron rod for corner; TIENCE 14 44°51055" E for a distance of 25.11 feet to the PLACE: OF BEGINNING and containing within these metes and hounds 58.30 acres of land, more or less. i.reaosIN • `--� OFTftttl Serve A--x V 11/1 ,perry/ i shop `- s,, , JEkRY ..... �'j sjRegit:tered Profen�io nal �r »_.._ EnginLer No. 37426 le 71. 37426 �t,. ,,'c•-e'.... (7/,T E , ;\�_,I June, 1976 EXHIBIT "B" j1 Prey 1 by the State Bar of Texas for use by,Law -s only. 1111H To sa...t the proper form, fill ina blank spaces, strike out j.. 'i provisions or insert 11 special terms constitutes the practice of law. No "standard form" can meet all requirements. REAL ESTATE LIEN NOTE 233 , 791 . 60 Bryan , Texas, June 22 , 1976 For value received, I, We, or either of us, as principals, promise to pay to the order of RAYMOND_.C.._ GORZYCKL in the City of Bryan Brazos County,Texas, the sum of Two Hundred.Thirty.Thr_ee.:Thousnnrl _Seven_Hundred..Ninety__One-.and--6D/100-- Dollars ($233,.791._60 ), in legal and lawful money of the United States of America, with interest thereon from date hereof until maturity at the rate of ._S.eu.e.n-.-and._On.e-_Ha.l.f per cent 7-1/.4) per annum; the interest payable as hereinafter specified matured unpaid principal and interest shall bear interest at the rate of ten per cent (10%) per annum from date of maturity until paid. This note is due and payable as follows, to-wit: This note shall have one year of interest prepaid on this date ; then be payable in four (4) annual installments of one year ' s prepaid interest , the first such installment being due and payable on June 22 , 1976 ; and continuing regularly and annually thereafter until and including June 22 , 1980 . On June 22 , 1981 , the principal sum of $23 , 379 . 16 shall be due and payable , but no interest shall be due since the interest will have been prepaid the prior year . Thereafter, principal and interest shall be due and payable in annual installments of $32 , 986 . 36 each, payable on the 22nd day of June of each and every calendar year , beginning June 22 , 1982 , and continuing regularly and annually thereafter until the whole of said sum, with interest , has been duly paid. Interest being calculated on the unpaid principal to the date of each installment paid, and the payment made credited, first to the discharge of the interest accrued, and the balance to the reduction of the principal . The maker hereof cannot prepay this note except for the prepaid interest as se out above without consent of the holder . It is expressly provided that upon default in the punctual payment of this note or any part thereof, principal or interest, as the same shall become due and payable, the entire indebtedness secured by the hereinafter mentioned lien shall be matured, at the option of the holder; and in the event default is made in the prompt payment of this note when due or declared due, and the same is placed in the hands of an attorney for collec- tion, or suit is brought on same, or the same is collected through Probate, Bankruptcy or other judicial pro- ceedings, then the makers agree and promise to pay ten per cent (10%) additional on the amount of principal and interest then owing, as attorney's fees. Each maker, surety and endorser of this note expressly waives all notices, demands for payment, presenta- tions for payment, notices of intention to accelerate the maturity, protest and notice of protest, as to this note and as to each, every and all installments hereof. Payment hereof is secured by a Vendor ' s Lien expressly retained in Deed of even date herewith executed by Raymond C . Gorzycki to the maker hereof, upon the herein after described real property, and is additionally secured by a Deed of Trust to John M. Lawrence III , Trustee , to-wit : 30 A 58 . E acre tract of land out of the Crawford-Burnett League A-7 , said property being described more particularly by metes and bounds on Exhibit "A" attached hereto . APAPAHO, LTD. , A Limited Partnership By: Edsel G . Jones , General Partner EXHIBIT "C"