HomeMy WebLinkAboutLimited Partnership AgreementAGREEMENT OF LIMITED PARTNERSHIP
OF
CREEK MEADOWS PARTNERS, L.P.
nn THIS AGREEMENT OF LIMITED PARTNERSHIP is made and entered into on
✓�E �Px4�l !r�� 2005. It is between BAKER & CARNES MANAGEMENT,
L.L.C., a Texas brmted liability company, referred to in this agreement as the "General Partner",
RADR DEVELOPMENT, LTD, a Texas limited partnerslip, Limited Partner and BAKER &
CARNES INVESTMENTS, L.L.C., Limited Partner, together with any additional or substituted
limited partners admitted to the Partnership in accordance with the terms of this agreement, all of
whom are referred to in thus agreement as "Limited Partners."
ARTICLE I
DEFINITIONS
The following terms have *.he following meanings when used in this agreement:
"Act" means the Texas Revised Limited Partnersbip Act.
"Affiliate" means any person or entity that controls or is controlled by the General Partner,
or is controlled by the same person. or entity that controls the General Partner. In this definition, the
term "control" includes the ownersiup of more than 50 percent of the beneficial interest in the person
or entity.
"Agreement" or "partnership agreement" means this agreement of limited partnership,
including any amendments that may be made.
`Bankruptcy" means, as to any Partner, the Partner's taking, or acquiescing in the taking, of
any action seeking relief' under, or advantage of, any applicable debtor relief, liquidation,
receivership, conservatorship, bankruptcy, moratorium, rearrangement, insolvency, reorganization
or similar law affecting the rights or remedies of creditors generally, as in effect from time to time.
For the purpose of this definition, the term "acquiescing" Ehall include, without limitation, the
failure to file, within; 10 days after its entry, a petition, answer, or motion to vacate or to discharge
any order, judgment, or decree providing for any relief under any such law.
"Capital contribution(s)" raeans the contribution(s) made to the capital of the Partnership
from time to time by a Partner in cash or property.
"Certificate" means the certificate of limited partnership to be filed by the General Partner
with the Secretary of State of Texas in accordance with this agreement.
"Code" mea ris the Internal Revenue Code of 1956, as amended and in effect from time to
time.
"Contribution Loan" shall mean the 0 o loan from RADR Development, Ltd. to
Balser & Carnes Management, L.' .C. to fund in part the capital contribution of Baker & Canes
Management, L.L.C. as limited partner.
"Involuntary Transfer Event" shall mean a Partner bankruptcy, a Partner's dissolution or
death, the termination of a Partne-'s marital relationship, or any other event causing a Partner to
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involuntary dispose of his interest in the Partnership.
"Partnership" shall mean CREEK MEADOWS PARTNERS, L.P. a Texas limited
partnership.
"Percentage interest" mean!, the interest of a Partner in the capital and profits and losses of
the partnership as initially set forth in Section 10.2 of this agreement.
"Person" means an indin idual or a corporation, partnership, trust, unincorporated
organization, association, or other entity. "His" or "lie" shall also mean and refer, as appropriate, to
the feminine and neuter pronouns.
"Required Interest" means one or more of the Limited Partners having among them more
than 70% of the Percentage Interest of all Limited Partners in their capacity as such.
"Transfer" means the mortgage, pledge, hypothecation, transfer, sale, assignment, or other
disposition of any part or all of an biterest in the Partnership by any Partner, whether voluntarily, by
operation of law or otherwise.
ARTICLE II
GENERAL
Formation
2,01. By this agreement, the General Partner and the Limited Partners form and establish the
Partnership pursuant to the Act. Prior to conducting any business in any jurisdiction, the General
Partner shall promptly file the Certificate as required by the Act and comply with all other legal
requirements for the formation and aperation of the Partnership. Except as expressly provided in this
agreement, the Act s`nall govern the rights and liabilities of the Partners.
Name
2.02. The name of the Partnership shall be CREEK MEADOWS PARTNERS, L.P. The
General Partner may change the name of the Partnership or adopt such trade or fictitious names as
it may determine appropriate.
Investment
2.03. Each of the Limited Partners represents that it is a:quiring an interest in the Partnership
for investment for its own account, and not with a view to anv sale or distribution of that interest.
Merger or Conversion
2.04. The Partnership may merge with or convert into another limited partnership or other
business entity, or enter into an agreement to do so, only with the consent of the General Partner and
a Required Interest of Limited Parsers.
ARTICLE III
COMMENCE VENT DATE; TERM OF 1?ARTNERSHIP
The Partnership shall commence and be effective on th; date the Certificate is filed with the
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ARTICLE IV
PURPOSES
The purposes of the Partnership shall be the purchase, development, sale, service, lease and
management of real properties described generally as a 266.86:2 acre, more or less, tract on Green's
Prairie Trail in Brazos County, Texas, also known as the Vance/Goss Tract ("The Property"), and
to engage in any or all other lawful acts.
ARTICLE V
GENERAL PARTNER AND PLACE CF BUSINESS
The General Partner of the Partnership is BAKER & CARNES MANAGEMENT, L.L.C.,
with offices at 230 Southwest Parkway, College Station, Tex&: 77840. The address of the General
Partner is the principal place of business of the Partnership. The General Partner may maintain other
offices for the Partnership as it may determine to be necessary or advisable from time to time. Any
requests for information concerning the Partnership shall be directed to the General Partner at the
principal place of business of the Partnership.
Cully Lipsey shall serve as the registered agent of the Partnership. The address of the
registered agent of the Partnership shall be 1021 University Drive E., Suite #102, College Station,
Texas 77840. The address and the narae of the registered agent of the Partnership may be changed as
the General Partner may designate by written notice to the Limited Partners and by filing an amended
Certificate with the Secretary of State.
ARTICLE VI
CAPITAL CONTRIBUTIONS
General Partner's Contribution
6.01. At the time of execution of this Agreement, the General Partner contributed the amounts
and property shown on Exhibit A, attached hereto and made a pr.rt hereof.
Limited Partner's Contributions
6.02. At the time: of execution of this Agreement, the Limited Partners contributed the amounts
and property shown on L•'xhibit A, attached hereto and made a part hereof The initial Limited Partners
will have the Percentage. Interests in the Partnership set forth in paragraph 10.02 of this agreement. In
addition, Baker & Carnes Investments, L.L.C. shall cause its rights under a purchase and sale
agreement with Betty V. Goss, B.F. Vance, Jr., and William R. Vance for the purchase of the Property
to be assigned to the Partnership.
The amount shown in Exhibit A reflects the amount of cash to be contributed, or the agreed
value of a contribution in a form other than cash.
Limited Liability for Limited Partners
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6.03. The liabiliy of the Limited Partners to the Partnership is limited to the amount of their
respective capital contributions. Acccrdingly, the contributions called for in paragraph 6.02 are the
only property the Limited Partners are required to famish to the Partnership, whether by way of
contribution, loan, or otherwise. However, the Limited Partners are entitled to a return of their
respective capital contribution(s) only as provided in this partnership agreement.
Assessment of Additional Contributions
6.04. In addition to the conxibutions described in paragraph 6.02, the Partners may be
required to make additional capital contributions. The Partnership may assess additional contributions
for expenses of the Partnership, including without limitation, payment of ad valorem taxes and interest
on the purchase money loan for the Property, professional fees, ordinary expenses of conducting the
business of the partners"nip, and reasonable and necessary overhead costs, by election of the General
Partner. If such additional contributions are duly assessed, and if one or more Partners is in default on
an obligation to make such a contribution for a period of 30 cloys or more, the General Partner or
Partners may assess each non-defaultiag Partner to compensate for the deficiency. Each Partner shall
be required to contribute the amount of the aggregate assessment multiplied by its then current
percentage of interest in the Partnership.
6.05. In the event a Partner fails to make the required contfibution hereunder on a timely basis,
such Partner shall be deemed a Delinquent Partner and the General Partner may exercise any one or
more of the following rights or remedies:
(i) Take such action (including, without limitation, the filing of a lawsuit) as the
General Partner deems appropriate to obtain payment by the Delinquent Partner of that portion
of the additional capital which is in default, together with interest thereon at the Default
Interest Rate from the date that such contribution was clue, at the cost and expense of the
Delinquent Partaer;
(d) Permit the non -Delinquent Partners to advance pro rata (or in such other
percentages as they may agree) that portion of the additional Capital
Contribution flat is in default, with the following result:
(A) the sums thus advanced shall be deemed to be loans from the
non -Delinquent Partners malting such payments ("Lending Partners')
to the Delinquent Partner and a contribution of such sum to the
Partnership by the Delinquent Partner pursuant to this Agreement,
(B) the principal balance of s'ich loans and all accrued unpaid
interest thereon shall be due and payable in whole within 10 days after
written demand therefor has been given to the Delinquent Partner by
the Lending Partners,
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(C) the loans shall bear interes': at the lesser of (i)eighteen percent
(18%) per annum and (ii) the maximum rate permitted by applicable
law (the "Default Interest Rate") from the date that the loan was made
until the date that such loan, togetl-,cr with all interest accrued thereon,
is repaid to the Lending Partners,
(D) all distributions from the Partnership that would otherwise be
made to the Delinquent Partner (w:iether before or after dissolution of
the Partnership) shall, instead, be paid to the Lending Partners until the
loans and all interest accrued then -on have been repaid in full to the
Lending Partners (with all such payments being applied first to interest
earned End unpaid and then to principal), and
(E) the repayment of the loans and all interest accrued thereon shall
be secured by a security interest in lie Delinquent Partner's Interest, as
more fully set forth in Section 2.1 ;c) below;
(iii) Permit the non -Delinquent Partners to make additional Capital
Contributions to the Partnership prorata (or in such other percentages as they
may agree), of that portion of the additional Capital Contribution of the
Delinquent Partner that is in default with the result that the Percentage Interests
shall be adjusted in proportion to the agg.-egate Capital Contributions of all
Partners after such additional Capital Contributions have been made;
(iv) Exercise, the rights of a secured pasty under the Uniform Commercial
Code as in effect in the State of Texas;
(,r) Exercise; any other rights and remedies available at law or in equity; or
(vi) Abandon the proposed activities, ::eturn all payments tendered with
respect to such additional Capital Contribution and sell or otherwise dispose of
or act with respect to the activity or investment for which the additional Capital
Contribution was called.
6.06. Each Partner grants to th e Partnership, and to each Lending Partner with respect to any
loans made by the Lending Partner to that Partner as a Delinquent Partner pursuant to paragraph 6.05
above, as security, equally and ratabl}, for the payment of all Capital Contributions that Partner has
agreed to make and the ;payment of all loans and interest accrued on them made by Lending Partners
to that Partner as a Delinquent Partner pursuant to paragraph 6.05, a security interest in and a general
lien on its Interest and the proceeds thereof, all under the Uniform Commercial Code of the State of
Texas. On any default in the paymen: of a Capital Contribution or in the payment of such a loan or
interest accrued on it, the Partnership or the Lending Partner, as applicable, is entitled to all the rights
and remedies of a secured party under the Uniform Commercia. Code of the State of Texas with
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respect to the security interest granted in this paragraph 6.06. Each Partner shall execute and deliver
to the Partnership and the other Partners all financing statements and other instruments that the General
Partner or the Lending :Partner, as applicable, may request to effectuate and carry out the preceding
provisions of this paragraph 6.06. At the option of the Genera. Partner or a Lending Partner, this
Agreement or a carbon, photographic, or other copy hereof may serve as a financing statement.
ARTICLE VII
PROFITS AND LOSSES
Interest of Each Partner
7.01. The amount of net profits and net losses of the Partnership to be allocated to and to be
charged against each Partner will be di-termined by multiplying the amount of net profits or net losses
by the Partner's then current percentage of interest in the Partnership.
Definition of Profits and Losses
7.02. For purposes of paragraph 7.01, the term "profits," means income or gain of any kind
actually received or deemed to be received by the Partnership according to generally accepted
accounting procedures. The term "losses, "means any deduction, expenditure, or charge actually
incurred or deemed to be incurred by the Partnership according to generally accepted accounting
procedures.
Establishment of Capital Accounts
7.03. Separate capital accounts shall be established ar.d maintained for each Partner in
accordance with Section 1.704-1(b)(2)(iv) of the Treasury Regulations, as amended from time to time.
Credits and Debits
7.04. All Capital Contributions of a Partner, its allocable share of Partnership income and loss,
and cash or property distributions made to such Partner shall be credited or charged to such Partner's
individual capital account as the ca:;e may be. To the extent an allocation or adjustment is not
specifically described by this provision of the agreement, that iten shall be reflected in the Partners'
capital accounts in accordance with Section 1.704-1(b)(2)(iv) of the Treasury Regulations, as amended
from time to time.
The capital accounts of limited partners shall not bear interest.
Accounting For Partner's Loans
7.05. Loans made by a Partner to the Partnership shall not be considered capital contributions.
Return of Capital
7.06. No Partner has the right to demand the return of its capital contribution other than in cash
and except as provided in this agreement.
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Liquidation
7.07. When the Partnership is liquidated, each Partner with a deficit in its capital account
(whether by virtue of failure to make an initial contribution, loans, distribution, or any other reason)
will be obligated to contribute to the capital of the Partnership an amount of cash equal to the deficit
in the capital account balance. The cash must be paid within 90 clays after the date of the liquidation,
and the amounts so contributed may be paid to the creditors of lie Partnership or distributed to the
other Partners in the ratio of the then positive balances in their respective capital accounts.
Partition
7.08. All interests in the property owned by the Partnership shall be deemed owned by the
Partnership as an entity. Partner, individually, shall have any ownership of such property or interest
except as a Partner in the Partnership. Each of the Partners irrevocably waives, during the term of the
Partnership and during any period of its liquidation following arty dissolution, any right that it may
have to maintain any action for parit.on with respect to any of the assets of the Partnership.
Distributions to Partners
7.09. (a) The General Partner does not guarantee the return of the Limited Partners'
contributions or the malting of a pro:it from the operations of the Partnership, except as provided
below.
(b) Subject to paragraph 8.03, the General Partner may return capital contributions or
distribute net profits to the Partners without regard to the current profits or losses of the Partnership
from operations. These distributions shall be calculated in the same manner that profits and losses are
calculated, as described above.
However, the General Partner may never make any distributions that will impair the ability of the
Partnership to pay its just debts as they mature. Furthermore, the General Partner may never make any
distribution that would violate limitations set forth in Section 6.0"7(a) Article 6132a-1 of the Revised
Civil Statutes of Texas.
(c) A Partner who receives a distribution in violation of this Agreement shall be
personally liable to return that distribution, regardless of whether the Partner knew that distribution
was prohibited.
ARTICLE VIII
CONTROL AND MANAGEMENT
Role of General Partner
8.01. (a) The General Partner has full, exclusive, and complete discretion in the management
and control of the Partnership for any the purposes set forth in Article IV of this agreement, unless
specifically stated otherwise in this agreement.
(b) The General Partner agrees to conduct the operations contemplated under this agreement
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in a careful and prudent manner, and: n accordance with good industry practice.
(c) The General Partner (or any successor to the General Partner) agrees to serve as general
partner of the Partnership until the Pannership is terminated without reconstitution as provided below.
General Partner's Authority
8.02. Subject to any limitations expressly set forth in thi3 agreement, the General Partner is
expressly authorized to perform any cf the following acts on behalf of the Partnership:
(a) Any and all acts necessary or appropriate to the acquisition and management of the
Partnership and interests in the Partnership.
(b) Maintenance of all necessary Partnership books and records.
(c) Commencement of litigation or defense of litigation, including settlement of any litigation,
involving the Partnership.
(d) Establishment of bank accounts in which all Partnership funds shall be deposited and from
which payments shall be made.
(e) Procuring and maintaining insurance with responsible companies as may be available in
such amounts and covering such risks as are deemed appropriate by the General Partner.
(f) Taking and holding all real, personal, and mixed property of the Partnership in the name
of the Partnership.
(g) Executing and delivering, on behalf of and in the nrrne of the Partnership, contracts,
agreements, and other documents.
(h) Coordinating all accounting and clerical functions of the Partnership and employing
accountants, lawyers, engineers and other management or service personnel as may from time to time
be required to carry on the business of the Partnership.
(i) Filing tax returns and making elections on behalf of the Partnership as provided under the
Code.
Limitations
8.03. Notwithstanding the generality of the General Partner's authority, the General Partner
is not empowered, without the consenr of a Required Interest of Limited Partners, to:
(a) Do any act in contravention. of this Partnership Agreement.
(b) Do any act that would make it impossible to carry out the ordinary business of the
Partnership, except as specifically permitted by the terms of this agreement.
(c) Confess a judgment against the Partnership.
(d) Possess Partnership property or assign any rights in specific Partnership property for other
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than a Partnership purpose.
(e) Require any Partner to make any contribution to the capital of the Partnership not provided
for in this agreement.
(f) Amend this partnership agreement.
(g) So long as the Contribution Loan remains unpaid, sell, lease for a period to exceed one (1)
calendar year, exchange, mortgage, encumber or otherwise dispose of the Property or any portion
thereof or enter into or make any one or series of contracts, agreements, or other undertakings having
an aggregate value exceeding $50,000 without the consent of Limited Partners holding not less than
a Required Interest;
(h) Sell, pledge, mortgage, encumber, or otherwise transfer or dispose of all or substantially
all of the Partnership assets without tie unanimous consent of al of the Limited Partners;
(i) Cause or permit the Partnership to merge into or consolidate with any other entity without
the unanimous consent of all of the Limited Partners;
0) Make any calls for additional Capital Contribution:: from the Limited Partners of the
Partnership without the unanimous consent of all of the Limited Partners;
(k) Cause or permit the Partnership to make distributions of cash or assets of the Partnership
to its Partners without the unanimous consent of all of the Limi':ed Partners; and
(1) Enter into any contract with General Partner or any Affiliate of General Partner without the
unanimous consent of all of the Limited Partners; and
(m) Cause or permit the Partnership to change its purpose.
Other and Competing Activities
8.04. Any Partner may engage in or possess an interest in other business ventures of any nature
or description, independently or with others, similar to, or competitive with the business conducted
by the Partnership. Neither the Partnership nor any Partner shall have any rights in or to such
independent ventures or the income or profits derived from these: other activities.
Liability of General Partner
8.05. The General Partner is not liable, responsible, or accountable in damages or otherwise
to the Limited Partners or the Partnenhip for any act performed by the General Partner in good faith
and within the scope of this Agreement. The General Partner is liable to the Limited Partners only for
conduct that involves gross negligence, bad faith, or fraud.
Indemnification of General Partner
8.06. The Partnership shall indemnify and hold harmless 1:he General Partner and its officers,
directors, agents, and representatives from and against any loss, damage, liability, cost or expense
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(including reasonable attorneys' fees) arising out of any act or failure to act by the General Partner,
specifically including its sole, partial, or concurrent negligence, to the greatest extent permitted under
the Act.
Contracts with Affiliates
8.07. Notwithstanding anything in this agreement to the contrary, it is understood and agreed
that the Partnership may employ any Partner and any person a::filiated with any Partner to render
services on behalf of the Partnership and may compensate the person rendering the services on
customary terms and at competitive races. Neither the Partnership : ror the other Partners shall have any
rights in or to any profits derived from any fees paid by the Partnership for such services.
Tax Matters Partner
8.08. The General Partner is authorized and required to represent the Partnership in connection
with all examinations of the Partnership affairs by tax authorities, including administrative and judicial
proceedings, and to expend Partnersh.p fonds for professional services and costs in connection with
such examinations. The General Partner is be the "Tax Matters Partner" for federal tax purposes and
has authority, in its sole and absolute discretion, to represent the Partnership and the Partners in this
regard. The Limited Partners agree to cooperate and to do or re£ain from doing any and all things
reasonably required by the Tax Matters Partner to conduct these sorts of proceedings.
ARTICLE IX
RIGHTS AND O13LIGATIONS OF LIMITED PARTNERS
Limited Liability
. 9.01. The Limited Partners have no personal liability wha:soever, whether to the Partnership,
the General Partner, or any creditor of the Partnership, for any of the debts or losses of the Partnership
beyond their respective Capital Contributions to the Partnership.
Return of Distributions
9.02. To the extent that the Partnership's liabilities to its creditors are not discharged by the
Partnership or by the General Partner, the Limited Partners will t e liable to return to the Partnership
the proportionate amount of any distrbution made to the Limited Partners to the extent required by
the Act.
No Management Rights
9.03. The Limited Partners may not take part in the management of the Partnership or transact
any business for or on behalf of the Partnership. All management responsibility is vested in the
General Partner, subject to the approval of the Limited Partners in those specific instances described
in this agreement.
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No Authority to Bind Partnership
9.04. The Limited Partners have no power or authority tc sign for or to bind the Partnership.
All authority to act on behalf of the P irtnership is vested in the General Partner.
Rights Specified in the Act
9.05. A Limited Partner shall':)e entitled to all rights of limited partners contained in the
Act to the extent that those rights have not been superseded, or may not lawfully be superseded, by
the provisions of this agreement.
ARTICLE X
PERCENTAGE INTERESTS; ALLOCATIONS AND DISTRIBUTIONS
Accounting Principles
10.01. The net income and net loss of the Partnership (and each item of income, gain, loss,
deduction, or credit entering into the computation of net income and net loss) shall be determined on
an annual basis in accordance with the accounting methods followed by the Partnership for federal
income tax purposes and otherwise in accordance with generally accepted accounting principles and
procedures.
Percentage Interests.
10.02. (a) The phrase "percentage interest" of each Partier means that particular Partner's
interest in the capital, net income, net loss, and distributions of the Partnership as set forth in this
paragraph of this agreement.
(b) The initial Percentage Interest of each Partner shall be as set forth below:
Tyne of Partner Prrtner Name Percentage Interest
General Partner BAKER & CARNES 1%
MANAGEMENT, L.L.C.
Limited Partner RADR DEVELOPMENT, LTD. 33,333%
Limited Partner BAKER & CARNES 65.667%
INVESTMENTS, L.L.C.
(c) The percentage interest of each Partner may be adjusted from time to time by the methods
and for the reasons described elsewhere in this Agreement.
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Allocations
10.03. All net income, net losses, and credits and items of gain or loss of the Partnership shall
be allocated to each Partner in accordance with each Partner's percentage interest.
Distributions
10.04. All cash flow available for distribution to the Partners, subject to the establishment of
reserves in the General Partner's reasonable determination, shall be distributed to the Partners in
accordance with their respective percentage interests.
Compliance with Treasury Regulations
10.05. It is intended that the allocation and distribution provisions set forth in this Article X
apply in a manner consistent with the provisions of Sections '704 and 706 of the Code, and the
Treasury Regulations promulgated fcr those Sections. The General Partner shall have reasonable
discretion to apply the allocation and e istribution provisions set forth in this Article X in any manner
consistent with Sections 704 and 706 of the Code and the Treasury Regulations.
ARTICLE XI
LOANS TO PARTNERSHIP
Pursuant to a written agreement approved by the General Partner, any Partner may lend funds
to the Partnership for Partnership business. The amount of any loan or advance by the Partner shall
bear interest at any rate mutually agreeable between the Partner and the General Partner, provided it
is equal to or less than the maximum Fermissible interest rate allowable under applicable usury laws.
Loans made under this provision of this agreement shall be deemed an obligation of indebtedness from
the Partnership to the Partner, payable prior to any distributions to the Partners.
ARTICLE XII
TRANSFERS OF PARTNERSHIP INTERESTS
Restriction on. Transfers by Limited Partners
12.01. The Partners may not transfer any or all of their respective interest in the Partnership
except as expressly provided for herein. Notwithstanding the foregoing, a Limited Partner may transfer
all or any part of its interest in the Partnership to an Affiliate of such Limited Partner without
complying with paragraph 12.05 hereof.
Transfer Requirements
12.02. No permitted assignee cr transferee of all or part of the interest of the Limited Partners
in the Partnership shall have the right to become a substitute lim ite.I partner unless all of the following
occur:
(a) The transferring Limited Partner has stated the intention. that the assignee become a limited
partner in his or her own right in the brstrument of assignment.
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(b) The assignee has executed an instrument reasonably satisfactory to the General Partner,
accepting and adopting the terms and provisions of this agreement.
(c) The assignor or assignee pays any reasonable expens:s in connection with the admission
of the assignee as a Limited Partner.
(d) The General Partner consents to the assignee becoming a substitute limited partner. The
General Partner may withhold its consent, even arbitrarily, in the sole and absolute discretion of the
General Partner.
General Partner as Limited Partner
12.03. If the General Partner should acquire an interest as a Limited Partner, the General
Partner shall, with respect to such inteest, enjoy all the rights and be subject to all the obligations and
duties of a Limited Partner to the extent of such interest.
Transfer by General Partner
12.04. The General Partner may not transfer any or all of its interest in the Partnership without
the prior written consent of a Required Interest of Limited Partners. If a transfer is approved, the
transferee assumes all of the obligations of the General Partner and the General Partner shall be
relieved of all further obligations and responsibilities. If a transfer of the General Partner's interest
is approved, the transfer will not caua e the dissolution of the Partnership, which may continue with
the transferee as the General Partner the same as if the transferee :aad been the initial General Partner.
The restrictions on the transfer of the General Partner's interest in the partnership do not apply
to a transfer by the General Partner tc an Affiliate of the General Partner.
Transfer by Limited Partner
12.05. Each Limited Partner raay transfer all or any portion of its Interest in the Partnership
provided the conditions set forth in paragraph 12.06 are satisfied. The General Partner may transfer
all or any portion of its Interest in the Partnership as a General Partner to an Affiliate or to any Person
who is approved by the Limited Partners, provided the conditions set forth in paragraph 12.06 are
satisfied. Any Transfer not satisfying the foregoing provisions shall be null and void. If the
Partnership is required to recognize a Transfer that does not satis>i the foregoing provisions (or, if the
Partnership, in its sole discretion, elects to recognize a Transfer teat is not so permitted), the Interest
transferred shall be strictly limited to the transferor's rights to allocations and distributions as provided
in this Agreement with respect to the Transferred Interest, but the transferee thereof shall not otherwise
be a Partner or admitted as a Partner i.n the Partnership.
12.06. ATransfer shall not be effective unless and until the following conditions are satisfied:
(a) The transferor and transferee shall execute and deliver to the Partnership such
documents and instruments of conveyance as may be necessary or appropriate in the opinion of
counsel to the Partnership to effect such Transfer and to confirm tae agreement of the transferee to be
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bound by the provisions of this Article XII. In all cases, the Parinership shall be reimbursed by the
transferor or transferee for all costs and expenses that it reasonably incurs in connection with such
Transfer. Such documents famished to the Partnership and the General Partner, unless waived by the
General Partner, shall include the following:
(i) A confirmation that the Transfer will not cause the Partnership to
terminate for federal income tax purposes ar adversely effect the Partnership,
Partnership property, or the General Partner and Limited Partners under the
Code and the trunsferor shall furnish to the: Partnership an opinion of counsel
to such effect. Such counsel and opinion stall be reasonably satisfactory to the
General Partner, and the General Partner shall provide to such counsel any
information available to the General Partnar relevant to such opinion.
(ii) The transferee's taxpayer identification number, sufficient information
to determine the transferee's initial tax basis in the Interests transferred, and
any other information reasonably necessary to permit the Partnership to file all
required federa and state tax returns and other legally required information
statements or returns. Without limiting the generality of the foregoing, the
Partnership shaa not be required to make any distribution otherwise provided
for in this Agreement with respect to any transferred Interests until it has
received such information.
(iii) A confirmation that either (a) such Interests are registered under the
Securities Act of 1933, as amended, and any applicable state securities laws,
or (b) such Transfer is exempt from all applicable registration requirements and
will not violate any applicable laws regulat ng the Transfer of securities. Such
confirmation shall be accompanied by an opinion of counsel to such effect,
which opinion and counsel shall be reasonably satisfactory to the General
Partner.
(iv) A statement that the transferee agrees to be bound by the terms of this
Agreement upon the effectuation of such Transfer.
(b) Except in the case of ar. Involuntary Transfer Event, a selling Partner shall give written
notice to the Partnership and the General Partner that he desires to sell his Interest ("Voluntary Sale
Notice")- The Voluntary Sale Notice: shall contain a summary :)f the written bona fide offer of a
prospective purchaser to buy the Inten:st. Such summary shall be complete in all details of purchase
price and terms of payment, and the P rtmer shall certify that the offer is genuine and the summary is
complete and accurate. For thirty (30) days from receipt by the Partnership of the Voluntary Sale
Notice, the Partnership shall have the option to purchase the selling Partner's Interest upon the same
terms and conditions contained in the Voluntary Sale Notice ('Partnership Option'). If the Partnership
does not exercise the Partnership Option, the remaining Partners shall each have an option to purchase
the selling Partner's Interest upon the same terms and conditions for a period of thirty (30) days
Agreement of Limited Partnership Page 14 of
25
following the expiration or termination of the Partnership Option ('Partner Option"). The place, date
and time of a sale following the exercise of a Partnership or Parner Option shall be selected by the
purchaser, but shall not be more than sixty (60) days after the exercise of such option. The purchase
price of such interest shall be paid on the same terms as set ford, in the Voluntary Sale Notice, or if
the purchaser so elects, in cash at closing. In the event more than one purchaser elects to exercise the
Partner Option, the available Interest will be divided among such purchasers on a pro rata basis, unless
otherwise mutually agreed, and all such purchases and sales sha] be conducted contemporaneously
at such date and time determined by mutual agreement of the purchasers within the bounds set forth
above. In the event no remaining Parh.er elects to exercise the Partner Option, the selling Partner shall
be free to sell his Interest to the prospe-,tive purchaser named in tLe Voluntary Sale Notice at the price
and on the terms contained therein.
(c) In the case of an Involuntary Transfer Event, a Partner may sell his Interest, or any
portion thereof, only after he has com.3lied with the following specific requirements, as applicable:
(iii) If any Partner becomes a Bankrupt Partner, the Partnership shall have
the option at airy time prior to the 180dr day after receipt of notice of the
occurrence of the event causing it to become a Bankrupt Partner, to buy, and
on exercise of that option the Bankrupt Partner or its representative shall sell,
the Bankrupt Partner's Interest. If the Partnership does not exercise such
option, the indiridual Partners shall have the option to purchase the remaining
portion of the Bankrupt Partner's Interests on a pro rata basis, unless otherwise
agreed, within ninety (90) days of the expiration or termination of the
Partnership's option hereunder. The payment to be made to the Bankrupt
Partner or its representative pursuant to this Section is in complete liquidation
and satisfaction; of all the rights and interest of the Bankrupt Partner and its
representative (and of all Persons claiming by, through, or under the Bankrupt
Partner and its :representative) in and in respect of the Partnership, including,
without limitation, any Interest, any rights in specific Partnership property, and
any rights against the Partnership and (insofar as the affairs of the Partnership
are concerned) against the Partners, and constitutes a compromise to which all
Partners have agreed.
(iv) In the event a Partner that is not a natural person (I) dissolves, disposes
of all or substantially all of its assets except to an Affiliate, merges into another
entity other than an Affiliate or otherwise engages in a transaction in which the
Partnership would be considered to have tenninated within the meaning of
Section 708 of the Code, or (II) ceases to be controlled by substantially the
same Persons who control it as of the date of its admission to the Partnership,
the Partnership shall have the option at any time prior to the 30th day after
receipt of notice: of the occurrence of such event, to buy, and on exercise of that
option such Partner shall sell, such Partner's Interest. If the Partnership does
not exercise such option, the individual Partners shall have the option to
Agreement of Limited Partnership Page 15 of
25
purchase the remaining portion of such Farmer's Interest on a pro rata basis,
unless otherwise agreed, within sixty (60) days of the expiration or termination
of the Partnership's option hereunder.
(v) If the marital relationship of a Partner is terminated by death or divorce,
and such Partner does not succeed to the separate or community interest of such
Partner's spoue e in the Interest (either as outright owner of such interest or as
a trustee of a trust holding such interest, whether or not the Partner is a
beneficiary of such trust), then such Partr..er shall have the option to purchase
all interest in such Interests, and such spouse, or the deceased spouse's
successor in interest, shall be obligated to sell all such interest, within ninety
(90) days of the award of the Interest to such spouse. If such Partner does not
purchase such :.nterest within the time period set forth above, the Partnership
shall have the option at any time prior to :he 180th day after receipt of notice
of the award :)f said Interests to such spouse, or the deceased spouse's
successor in interest, to buy, and on exerc:se of that option, the spouse, or the
deceased spouse's successor in interest, shall sell his or her Interests to the
Partnership. If the Partnership does not exercise such option, the individual
Partners shall have the option to purchase the remaining portion of such
Interests on a pro rats. basis, unless otherwise agreed, within ninety (90) days
of the expiraticn or termination of the Partnership's option hereunder.
(vi) In the event of an Involuntary Transfer Event, the purchase price of the
Interest sold as a result thereof shall be determined as follows:
(I) for the period ending one (1) year from the date of the execution
of this Agreement (the "Nonvariable Period"), the purchase price shall be equal
to the Partner': Total Capital Contributions as described in Exhibit A hereto;
(11) for the year beginning at the conclusion of the Nonvariable
Period (the "Variable Period"), and annually thereafter at the annual meeting
of the Partners, the purchase price shall be equal to the value of the selling
Partner's Total Percentage Interest in the Partnership as described in Exhibit A
hereto after a determination by the Partners of the value of the Partnership as
a going concern using a formula or method of calculation that reasonably
values the Partnership and is utilized consistently on a annual basis.
If there is any reasonable disagreement regarding the value of a Partner's Interest, such person, at their
sole expense, may require the detemnir,ation of fair market value to be made by a qualified independent
appraiser by providing notice to the ?artnership of his or her invent to seek such valuation. If the
Partnership objects to the findings of such appraiser, and the party seeking such valuation and
Partnership then fail to agree on an independent appraiser, either may petition the United States
District Judge for the Southern District of Texas (Houston Division) then senior in service to designate
Agreement of Limited Partnership Page 16 of
25
an independent appraiser. The determination of the independer.t appraiser, however designated, is
final and binding on all parties.
(vii) The place, date and time of a sale made pursuant to and Involuntary
Transfer Event shall be selected by the prrchaser, but shall not be more than
sixty (60) days after the exercise of the applicable option. The purchase price
of such interest shall be paid in full or, at :he option of the purchaser, in sixty
(60) equal monthly installments of principal, with the first installment to
become due and payable on the date of closing and subsequent installments
being due and payable on the monthly ann.versary dates of the closing, and no
interest shall accrue thereon. In the event more than one Partner elects to
purchase an Interest hereunder, the available Interest will be divided among
such purchasers on a pro rats basis, unless otherwise mutually agreed, and all
such purchases and sales shall be conducted contemporaneously at such date
and time determined by mutual agreement of the purchasers within the bounds
set forth above.
(d) Upon compliance with the foregoing requirements, the transferee shall be admitted to
the Partnership as a substituted Partner. It is the intention of the parties hereto that the terms of this
Section 10.2 shall be legally binding upon the Partnership, all of the Partners of the Partnership and
their spouses, .if any, and their respective successors in interest. By executing this Agreement, all
parties indicate their consent to be bo ind solely by the terms of this Agreement and represent and
warrant that they are fully aware of, understand, and fully consent and agree to the provisions of this
Section 10.2 and its binding effect upon any community or separate property interest now or thereafter
owned in the Partnership.
12.07. If any Interest is sold, assigned, or Transferred during any fiscal year of the Partnership
in compliance with the provisions of this Article XII, profits, losses, each item thereof, and all other
items attributable to the Transferred Interest for such fiscal year shall be divided and allocated between
the transferor and the transferee by taking into account their varyiig Interests during such fiscal year
in accordance with Code Section 706(d), using any conventions permitted by law and selected by the
General Partner. All distributions on or before the date of such Transfer shall be made to the
transferor, and all distributions thereafter shall be made to the transferee.
ARTICLE XIE
DISSOLUTION AND TERMINATION
Events of Dissolution
1101. The Partnership shall be dissolved and its business wound up on the earliest occurrence
of any one of the following events:
(a) The expiration of the term of the Partnership as set forih in Article III.
Agreement of Limited Partnership Page 17 of
25
(b) The General Partner's determination, with the Limited Partners' prior written consent, that
the Partnership should be dissolved.
(c) The dissolution, withdrawal, or bankruptcy of the General Partner, unless the Partnership
is reconstituted in the manner prescribed in paragraph 13.02 of this agreement. The dissolution,
withdrawal, or bankruptcy of the General Partner will not result ::n the dissolution of the Partnership
so long as the successor to the General Partner's interest in the Partnership, in accordance with
paragraph 13.02, assumes all of the General Partner's obligations under this agreement.
Election of New General Partner
13.02. At the time of the withdrawal, dissolution, or bankruptcy of the General Partner, the
business of the Partnership shall be continued on the terms and subject to the conditions of this
agreement if, within 90 days after such event, the Limited Partners unanimously elect that the business
of the Partnership should be continued and, in such election, designate one or more persons to be
substituted as general partner. New General Partner(s) elected by this procedure will succeed to all of
the powers, privileges, and obligations of the then -existing General Partner. The interest in the
Partnership of the General Partner whe is succeeded by new Gene: -al Partner(s) will become a Limited
Partner's interest in the Partnership. In the event of the dissolution, withdrawal, or bankruptcy of the
General Partner and the failure of the Limited Partners to elect to continue the business of the
Partnership, the Partnership shall be trnninated forthwith.
No Release From Liabilities
13.03. It is understood and agreed that no dissolution of the: Partnership releases or relieves any
of the parties to this agreement of their contractual obligations corder this agreement.
Distributions in Liquidation
13.04. If the business of the Patnership is not continued, the General Partner shall, if possible,
act as liquidator. If the General Partner has itself dissolved, withdrawn from the Partnership, or
declared or suffered a bankruptcy, and if the Partnership is not reconstituted with a new General
Partner as provided in this agreement, a Limited Partner shall ac: as liquidator. The liquidator shall
liquidate the assets of the Partnership, make appropriate adjustments made to the capital accounts of
the Partners, and distribute the proceecs in the following order of priorities, so far as the proceeds will
go:
(a) To the payment of debts of the Partnership (other than .oans made from the Partners to the
Partnership), including the expenses of liquidation.
(b) To the repayment of any loans that have been made by the Partners to the Partnership, but
if the amount available for such repayment is insufficient, then pro rata up to the amounts available.
(c) To all Partners pro rata acc.)rding to their respective pe tentage interests in the partnership.
Agreement of Limited Partnership Page I9 of
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Distributions In Kind
13.05. In the event any or all of the assets of the Partnership cannot be liquidated, those assets
are to be distributed in kind according to the priorities set forth in paragraph 13.04. Assets of the
Partnership distributed to the Partners shall be held and owned by the Partners as tenants in common.
In the event of the distribution of Partnership properties in kind, the fair market value of such assets
shall be determined by agreement of the Partners. The amount of gain or loss which would have been
realized by the Partnership for federal income tax purposes if the assets had been sold at such fair
market value rather than distributed in kind shall be treated as gain or loss from a disposition of the
assets of the Partnership, and allocated among the Partners in accordance with Article X, such
allocations then being reflected in the Partners' respective capital accounts.
ARTICLE XIV
ACCOUNTING
Fiscal Year
14.01. The fiscal year of the Partnership shall be the calendar year.
Books and Records
14.02. The General Partner shall keep, or cause to be kept, Rill and accurate records of all
transactions of the Partnership in accordance with principles and :ractices generally accepted for the
cash or accrual method of accounting.
Inspection of Records
14.03. Any Partner may, for any proper purpose during regular business hours, inspect and
copy any of the Partnership books and records at the principal pla-e of business of the Partnership as
provided in Article V, or make other reasonable inquiries w: to Partnership affairs. Costs of
reproducing or copying Partnership books and records shall be at the expense of the Partnership.
Tax Returns
14.04. Within 90 days after the end of each fiscal year, the General Partner shall prepare, or
cause to be prepared, state and federal income tax returns for the Partnership and, in connection with
those tax returns, make any available or necessary elections. Copies of all income tax returns of the
Partnership proposed to be filed for any year shall be furnished to each Partner at least fifteen (15) days
prior to the date for filing the returns (including any extensions applicable to such returns). The returns
shall be filed by the General Partner on or before the due date (including extensions).
Agreement of Limited Partnership Page 19 of
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ARTICLE XV
REPORTS AND STATEMENTS
Within 90 days after the end of each fiscal year of the Partnership, the General Partner will
deliver to the Limited Partners, at the Partnership's expense, financial statements setting forth, as of
the end of and for that fiscal year, the following:
(a) A profit and loss statement and a balance sheet of the: Partnership.
(b) The balance in the capital account of each Partner.
(c) Any other information that, in the judgment of the General Partner, is be reasonably
necessary for the Limited Partner to lie advised of the results of operations of the Partnership.
ARTICLE XVI
BAND ACCOUNTS
The General Partner shall open and maintain a special bank account or accounts in which all
funds of the Partnership shall be depot ited. Withdrawals from this such account or these accounts may
be made on the signature or signatures of those persons designated by the General Partner.
The General Partner may not commingle the assets of the Partnership with the assets of any
other entity or person. However, the revenues and other receipts of the Partnership may be deposited
in a central account in the name of the General Partner or an of [iate of the General Partner, so long
as separate entries are made on the books and records of the Partnership and on the books and records
of the affiliate reflecting deposits in the bank account of the affiliate with respect to amounts received
from the Partnership and withdrawals iiom the bank accounts made for the purpose of disbursing funds
to the Partnership or for the purpose of paying liabilities of the Partnership.
ARTICLE XVH
NOTICES
Whenever any notice is required or permitted to be given under this agreement, the notice must
be in writing and signed by or on behalf of the person giving the notice. The notice will be deemed to
have been given when delivered by personal delivery or deposited in the United States mail, postage
prepaid, certified mail, return receipt .-equested, properly addressed to the persons who must receive
notice at the addresses listed in this agreement or as changed by written notice given according to this
provision of this agreement.
ARTICLE XVIII
F OWER OF ATTORNEY
The Limited Partners irrevocably appoint the General Partner, its successors and assigns, as
their respective true and lawful attorney -in -Fact, with full power and authority, on their behalf and in
their respective names, to execute, acknowledge, swear to, deliver and, if appropriate, file in such
Agreement of Limited Partnership Page 20 of
25
offices and places as may be required by law (i) any amendment to this agreement that may be required
by a change in the name of the Partnership, change in registered agent, or similar matter, and (ii) any
amendment to this agreement made in compliance with Article XIX. The power of attorney granted
by the Limited Partners to the General Partner is a special power coupled with an interest and is
irrevocable, and may be exercised by any party who, at the time of exercise, is a General Partner of
the Partnership. The power of attorney shall survive any transfer or abandonment of a Limited
Partner's Partnership interest, or the Limited Partner's withdrawal from the Partnership.
ARTICLE XIX
AMENDMENT
This agreement may be amended or modified by written instrument executed by both the
General Partner and a Required Interest of the Limited Partners.
ARTICLE XX
RELIANCE ON AUTHORITY
Any person dealing with the General Partner as the representative of the Partnership may rely
on the authority of the General Partner. Persons dealing with the General Partner have no obligation
to ascertain the General Partner's compliance with the terms of this agreement. Every contract,
agreement, deed, mortgage, note, or other document or instrument executed by the General Partner
with respect to any property of the Parnership shall be conclusive evidence in favor of any and every
person relying on the signature of the General Partner that (i) at the time of the execution or delivery
of the document this Agreement was in full force and effect, (ii) the instrument or document was duly
executed in accordance with the terns and provisions of this agreement and is binding on the
Partnership and all Partners, and (iii) the General Partner was c.uly authorized and empowered to
execute and deliver any and every such instrument or document on behalf of the Partnership.
ARTICLE XXI
MISCELLANEOUS
Applicable Laws
21.01. This partnership agreement, and its application of interpretation, shall be govemed
exclusively by its terms and construed in accordance with the substantive federal laws of the United
States and by the laws of the State of Texas, including the Texas conflicts of laws rules.
Cumulative Remedies
21.02. Each party to this partnership agreement is entitle9 to all remedies provided by this
agreement or in law or equity. All reme dies in this agreement and is law or equity are cumulative, and
the use of one right or remedy by any parry does not preclude or waive the right to use any or all other
remedies.
Counterparts
Agreement of Limited Partnership Page 21 of
2S
21.03. This partnership agreement may be executed in any number of counterparts with the
same effect as if all parties had all signed the same document. All counterparts shall be construed
together and shall constitute one afire ment.
Successors and Assigns
21.04. The terms, provisions, ;md agreements contained in this agreement are binding on and
inure to the benefit of the parties aril, to the extent permitted by this agreement, their respective
successors and assigns.
Entire Agreement
21.05. This partnership agreement shall constitute the enth'e contract between the parties. There
are no other or further agreements outEtanding not specifically mentioned in this agreement. However,
the parties may amend and supplement this agreement, in writing, from time to time, in a manner and
to the extent provided by the terms of this agreement, including but not limited to the terms set out in
Article XIX.
Personal Property
21.06. The interests owned by the Partners in this Partnership are personal property.
Invalidity of.Provisions
21.07. In case any one or more of the provisions contained in this agreement are subsequently
determined to be invalid, illegal, or u:ienforceable in any respec, that invalidity or unenforceability
does not destroy the basis of the bargain among the Partners as expressed in this agreement. The
validity, legality, and enforceability or the remaining provisions contained in this agreement shall not
be affected or impaired in any way by the determination that some portion or portions are invalid,
illegal, or unenforceable.
Signature Pages
21.08. Each Partner authorizes the General Partner to attach an executed signature page to this
partnership agreement.
Attorneys Fees
21.09. If any litigation is initiated by any Partner against another Partner relating to this
agreement or its subject matter, the Partner prevailing in such litigation shall be entitled to recover,
in addition to all damages allowed by law and other relief, all court costs and reasonable attorney's
fees incurred in connection with the litigation.
Agreement of Limited Partnership Page 22 of
25
EXECUTED AND DATED as follows:
GENERAL PARTNER:
BAKER & CARNES MANAGEMENT, L.L.C.
By: z —
Pat Baker, Managing Member
230 Southwest Parkway
College Station, Texas 77840
Date signed: � % , 200
By: I —
To d Carnes, Managing Member
230 Southwest Parkway
College Station, Texas 77840
a�
Date signed: r:vv r 7 , 2005
LIMITED PARTNERS:
RADR DEVELOPMENT, LTD.
Limited Partner
By: Union Gas Corporat' n, its General Partner
B _
Y�
R.K.),OWR Prey
Date signed:, a em err 200:5
Agreement of Limited Partnership Page 23 of
25
BAKER & CARNES INVESTMEN'iS, L.L.C.
Limited Partner
By:
Pat Baker, M na g Member
230 Southwest Parkway
College Station, Texas 77840
Date signed: � 7 2005
By: \1`--- —
Todd Carnes, Managing Member
230 Southwest Parkway
College Station, Texas 77840
dnw'ffl�"
Date signed: govember _ —, 200`
Agreement of Limited Partnership Page 24 of
25
EXHIBIT A
GENERAL PARTNER
Name
MANAGEMENT, L.L.C.
LIMITED PARTNERS
Name
RADR DEVELOPMENT, LTD.
Limited Partner
BAKER & CARNES
INVESTMENTS, L.L.C.
Limited Partner
Mailine Address
220 Southwest Parkway
College Station, Texas 77840
Mailing Address
14511 Falling Creek, Suite 200
Houston, Texas 77014
230 Southwest Parkway
College Station, Texas 77840
(A) BAKER & CARNES MANAGEMENT, L.L.C. has made a cash contribution of
, which purchases 10 units, at the rate of $_ per unit.
(B) RADR DEVELOPMENT, LTD. has made a cash contribution of $ all of
which has a value of $ , and has obligated itself as a guarantor of the Note, which
guaranty has a value of $ , all of which purchases 330 units, at the rate of
$ per unit and has obligated itself as a guarantor of the Note.
(C) BAKER & CARNES INVESTMENTS, L.L.C. has made a contribution of the contract to
acquire the Property, and has arranged for financing for acquisition of the Property, and has obligated
itself as a guarantor of the Note, all of which has a value of $_ which purchases 660 units,
at the rate of $ per unit.
Agreement of Limited Partnership Page 25 of
25
C'ERTIFICA,rE OF AMENDMENT
TOTHE
IE
CERTIFICATE OF LIMITED PARTNERSHIP
OF
CREEK MEADOWS PARTNERS, L.P.
Pursuant to the provisions of Section 3.051 of the Texas Business Organisations Code_
CREEK N11:ADOWS PARTNERS. L.P., a Texas limited partnership (the "Limited Partnership"),
files the following Certificate ol'Amendmcnt to its Certificate of Limited Partnership.
ARTICLE 1.
The name of the Limited Partnership is CRI'.L.K MEADOWS PARTNERS. L.P. The file
number issued to the Limited Partnership by the SecrelarN ol' State is 0800583397. The Certiticalr
of Limited Partnership Im the Limited Par7ncrship was tiled on December 13, 2005. The existing
registered agent of the limited Pailnership is Pat Baker. The existing registered office of' the
Limited Partnership is 3988 Green Prairie Road West. College Station, Texas 77845.
ARTICLE It.
The registered agent ol' the limited Partnership has been changed to R. K. Lowry, .Ir. The
registered office of' tile Limited Partnership has been changed to 14505 Torrey Chase Blvd., Suite
205, Houston. I exas 77014,
ARTICLE III.
Bexco Operating. Inc.. a Colorado corporation. has resigned as general partner ol' the
Limited Partnership and as a result thereof Union Gas Corporation, a Texas corporation, is the sole
general partner of the Limited Partnership. The name and business address of the sole general
partner of the Limited Partnership is as follows:
Union Gas Corporation
14505 t orrey Chase 131\d. Suite 205
1 h1uSIUn. I 77014
ARTICLE IV.
fhe undersigned is the sole general partner of the Partnership and has the authorit% to file this
Amendment.
State.
ARTICLE V.
'(his document will become eftectiv'e when the document is filed bti the Secretar% of
On this ZI tday of .lanuary, 2011. the undersigned sign this document Subject to the
penalties imposed by law Im the submission of a materiall} false or fraudulent instrument.
ANION GAS CORPORATION,
General Partner of Creek Meadows Partners. L.P.
tanda . Lo � . r., President — —
Continuation of Schedule A
Policy No. TO 1182613
1) 819.86 feet in a counter -clockwise direction along the are of a curve having a central angle of 460 30' 34", a
radius of 1010.00 feet, a tangent of 434.03 feet and a long chord bearing S 180 31' 56" W at a distance of 797.54 feet
to a 1/2-inch iron rod set for the Point of Tangency,
2) S 040 43' 21" E for a distance of 1452.01 feet to a 1/2-inch iron rod set for the Point of Curvature of a curve
to the right,
3) 743.74 feet along the are of said cove having a central angle of 470 05' 23", a radius of 904.93 feet, a tangent
of 394.32 feet and a long chord bearing S 180 49' 20" W at a distance of 722.98 feet to a 1/2-inch iron rod set for the
Point of Tangency,
4) S 420 22' 02" W for a distance of 194.62 feet to a 1/24nch iron rod set for the Mat of Curvature of a cove
to the right and
5) 1.40 feet along the are of said curve having a central angle of 20 17' 2511, a radius of 35.00 feet, a tangent of
0.70 feet and a long chord bearing S 430 30' 45" W at a distance of 1.40 feet to a fence corner marling the
intersection of the fenced northeast margin of Royder Road (a varying width prescriptive right-of-way)
THE, along the fenced northeast margin of Royder Road for the following thirteen (13) calls:
1)
N 670 00' 21"
W for a distance of 118.80 feet,
2)
N 460 37' 47"
W for a distance of 49.98 feet,
3)
N 380 43' 42"
R' for a distance of 374.45 feet,
4)
N 390 09' 45"
W for a distance of 66.70 feet,
5)
N 410 19'26"
W for a distance of 185.58 feet,
6)
N 260 07' 30"
W for a distance of 24.96 feet,
7)
N 730 21' 29"
W for a distance of 18.67 feet,
8)
N 75019' 02"
W for a distance of 19.44 feet to a 36" Post Oak,
9)
N 470 29' 47"
W for a distance of 611.80 feet,
10)
N 470 58' 01"
W for a distance of 385.49 feet,
11)
N 490 00' 00"
W for a distance of 97.04 feet to a 24" Post Oalt,
12)
N 470 23' 35"
W for a distance of 655.50 feet and
13)
N 39013' 11"
W for a distance of 10.56 feet to a set 1/2-inch iron rod in the common line of the said 262.55
acre trace
and the called 2-3/5 acre tract described as tract two in a release of lien to Johnny Wilborn and wife, Viola
Wilburn, recorded in Volume 74, page 95 of the Release Records of Brazos County, Texas.
THENCE N 420 26' 14" E along an interior northwest line of said 262.55 acre tract for a distance of 407.75 feet to a
5/8-inch iron rod set for the east corner of a called I acre tract described by a deed to Johnny Wilburn and wife,
Viola Wilburn, recorded in Volume 113, page 361 (B.C.D.R.), and the south corner of the beforementioned Vance 2-
3/5 acre tract;
THENCE N 470 33' 46" W along the southwest line of said Vance 2-3/5 acre tract for a distance of 555.00 feet to a
5/8-inch iron rod set for the north corner of a called 1-3/5 acre tract described by a deed to A. D. Tolbert, recorded in
Volume 1012, page 621 (B.C.D.R.) and the south corner of a called 9 acre tract as described by a deed to Edsel G.
Jones, recorded in Volume 203, Page 155 (B.C.D.R.);
THENCE N 420 26' 14" E along the southeast line of said 9 acre tract for a distance of 630.00 feet to a rock found
marling the east corner of said 9 acre tract and an interior west corner of said 262.55 acre tract;
THENCE N 470 33' 46" W along the common line of said 9 acre tract and said 262.55 acre tract for a distance of
630.00 feet to a 5/8-inch iron rod in the southeast line of the beforementioned Vance 1 acre tract marling the north
corner of said 9 acre tract;
THENCE S 420 26' 14" W along the northwest line of said 9 acre tract for a distance of 117.33 feet to a 5/8-inch iron
rod set fox, the south corner of a called 1 acre tract as described by a deed to Tommie Townsend and wife, Lessiebell
Townsend, recorded in Volume 94, page 404 (B.C.D.R.);
Old Republic National Title Insurance Company Page 2
OWNER POLICY OF TITLE INSURANCE
SCHEDULE A
G.F. No. 21282
Policy No. TO 1182613
Amount of Insurance: $3,403,842.00
Premium: $16,728.00
Date of Policy: December 19, 2005,10:22 am
1. Name of Insured: Creek Meadows Partners, L.P.
2. The estate or interest in the land that is covered by this policy is: Fee Simple
3. Title to the estate or interest in the land is insured as vested in: Creek Meadows Partners, L.P.
4. The land referred to in this policy is described as follows:
Tract One:
All that certain tract or parcel of land, lying and being situated in the SAMUEL DAVIDSON LEAGUE, Abstract
No. 13 in Brazos County, Texas, and being a portion of a called 262.55 acre tract described as seven tracts by an
Estate Deed from Betty V. Goss, B. F. Vance, Jr. and William R. Vance to VRV partners, recorded in Volume 1175,
page 653 of the Official Records of Brazos County, Texas (O.R.B.C.); all of a called i acre tract described by a
Quitclaim Deed from L. G. Jones to Vonnie Ray Vance recorded in Volume 509, page 786 of the Deed Records of
Brazos County, Texas, (B.C.D.R.); a portion of a called 102.00 acre tract described by a Gift Deed from Vonnie Ray
Vance to Betty V. Goss, B. F. Vance, Jr. and William R. Vance, Trustees of the VRV Trust, recorded in Volume
1020, page 325 (O.R.B.C.); a portion of a called 1 acre tract described by a Deed from Gus Roy and wife, Hattie Roy
to B. F. Vance, recorded in Volume 163, page 69 (B.C.D.R.); and all of a called 2-3/5 acre tract described by a Deed
from William H. Phelps and Bela May Rayon and husband Chester Rayon, to B. F. Vance, recorded in Volume 177,
page 309 (B.C.D.R.) and being more particularly described by metes and bounds as follows:
BEGINNING at a 3/8-inch iron rod found bent marking the wet corner of Lot 8, Wellborn Oaks, according to the
plat recorded in Volume 345, Page 635 (B.C.D.R.), said iron rod being in the northeast line of said 1 acre tract
(163/69) and in tire southeast right-of-way line of Greens Prairie Road (a county maintained road);
THENCE along the common line of Wellborn Oaks and said 1 acre tract (163169) and said 262.5S acre tract for the
following five (5) calls:
1) S 49013' 20"
E for a distance of 411.68 feet to a 3/8-inch iron trod found marking the west comer of Lot 9,
Wellborn Oaks,
2) S 490 0211811
E for a distance of 392.33 feet to a 3/8-inch iron rod found marldng the west corner of Lot 10,
Wellborn Oaks,
3) S 480 48' 30"
E for a distance of 983.70 feet to a 3/8-inch iron rod found marling the west corner of Lot 12,
Wellborn Oaks,
4) S 480 30' 49"
E for a distance of 488.99 feet to a 3/8-inch iron rod found marking the west corner of Lot 13,
Wellborn Oaks and
5) S 480 09' 51"
E for a distance of 388.51 feet to a 5/8-inch iron rod found for corner in the west right of way
line of Greens Prairie
Trail (based on a I00-foot width);
THENCE through the said 262.55 acre tract and said 102.00 acre tract and along the west line of Greens Prairie
Trail for the following five (5) calls:
Old Republic National Title Insurance Company Page 1
12. Payment of Loss.
(a) No payment shall be made without producing this policy for
endorsement of the payment unless the policy has been lost or destroyed, in
which case proof of loss or destruction shall be furnished to the satisfaction
of the Company.
(b) When liability and the extent of loss or damage has been definitely
fixed in accordance with these Conditions and Slipulations, the loss or
damage shall be payable within 30 days thereafter.
13. Submgalion Upon Payment or Settlement.
(a) The Company's Right of Subrogation.
Whenever the Company shall have settled and paid a claim under this
policy, all right of subrogation shall vest in the Company unaffected by any
act of the insured claimant.
The Company shall be subrogated to and be entitled to all rights and
remedies that the insured claimant would have had against any person or
property in respect to the claim had this policy not been issued. II requested
by the Company, the insured claimant shall transfer to the Company all rights
and remedies against any person or property necessary in order to perfect
this right of subrogation. The insured claimant shall permit the Company to
sue, compromise or settle in the name of the insured claimant and to use
the name of the insured claimant in any transaction or litigation involving
these rights or remedies.
It a payment on account of a claim does not fully cover the loss of the
insured claimant, the Company shall be subrogated to these rights and
remedies in the proportion that the Company's payment bears to the whole
amount of the loss.
If loss should result from any act of the insured claimant, as staled
above, that act shall not void this policy, but the Company, in that event,
shall be required to pay only that pad of any losses insured against by this
policy that shall exceed the amount, if any, lost to the Company by reason of
the impairment by the insured claimant of the Company's right of
subrogation.
(b) The Company's Rights Against Non-insured Obligors.
The Company's right of subrogation against noninsured obligors shall
exist and shall include, without limitation, the rights of the insured to
indemnities, guaranties, other policies of insurance or bonds, notwithstanding
any (arms or conditions contained in those instruments that provide for
subrogation rights by reason of this policy.
14. Arbitration.
Unless prohibited by applicable law or unless this arbitration section is
deleted by specific provision in Schedule B of this policy, either the Company
or the insured may demand arbitration pursuant to the Title Arbitration Rules
or the American Arbitration Association. Arbitrable matters may include, but
are not limited to, any controversy or claim between the Company and the
Insured arising out of or relating to this policy, any service of the Company
in connection with its issuance or the breach of a policy provision or other
obligation. All arbitrable matters when the Amount of Insurance is $1,000,000
or less SHALL BE arbitrated at the request of either the Company or the
Insured, unless the insured is an individual person (as distinguished from a
corporation, trust, partnership, association or other legal entity). All arbitrable
matters when the Amount of Insurance is in excess of $1,000,000 shall be
arbitrated only when agreed to by both the Company and the Insured.
Arbitration pursuant to this policy and under the Rules in effect on the dale
the demand for arbitration is made or, at the option of the insured, the Rules
in effect at Date of Policy shall be binding upon the parties. The award may
include attorneys' fees only if the laws of the slate in which the land is
located permit a court to award attorneys' fees to a prevailing parry.
Judgment upon the award rendered by the Arbilrator(s) may be entered in
any court having jurisdiction thereof.
The law of the sites of the land shall apply to an arbitration under the
Title Insurance Arbitration Rules.
A copy of the Rules may be obtained from the Company upon request.
15. Liability Limited to This Policy Policy Entire Contract.
(a) This policy together with all endorsements, it any, attached hereto
by the Company is the entire policy and contract between the insured and
the Company. In interpreting any provision of this policy, [his policy shall be
construed as a whole.
(b) Any claim of loss or damage, whether or not based on negligence,
and which arises out of the status of the lille to the estate or interest
covered hereby or by any aclion asserting such claim, shall be restricted to
this policy.
(c) No amendment of or endorsement to this policy can be made
except by a writing endorsed hereon or attached hereto signed by either the
President, a Vice President, the Secretary, an Assistant Secretary, or
validaling officer or authorized signatory of the Company.
16. Severability.
In the event any provision of the policy is held invalid or unenforceable
under applicable law, the policy shall be deemed not to include that
provision, and all other provisions shall remain in full force and effect.
17. Notices, Where Sent.
All notices required to be given the Company and any statement in
writing required to be furnished the Company shall include the number of
this policy and shall be addressed to the Company at: Home Office:
400 Second Avenue South, Minneapolis, Minnesota 55401.
COMPLAINT NOTICE. Should any dispute arise about your premium or
about a claim that you have filed, contact the agent or write to the Company
that issued the policy. If the problem is not resolved, you also may write the
Texas Department of Insurance, P.O. Box 149104, Austin, TX 78714-9104,
Fax No. (512) 305-7426 or call toll -free at 1-800-252-3439, This notice of
complaint procedure is for information only and does not become a part or
condition of this policy. OLD REPUBLIC NATIONAL TITLE INSURANCE
COMPANY may be contacted toll -free at 1-888-678-1700 for information
concerning this policy or to submit a policyholder complaint.
FOR INFORMATION, OR TO MAKE A COMPLAINT, CALL:1-888-678-1700
5. Proof of Loss or Damage.
In addition to and after the notices required under Section 3 of these
Conditions and Stipulations have been provided the Company, a proof of loss
or damage signed and sworn to by the insured claimant shall be furnished to
the Company within 91 days after the insured claimant shall ascertain the
facts giving rise to the loss or damage. The proof of loss or damage shall
describe the defect in, or lien or encumbrance on the title, or other matter
insured against by this policy that constitutes the basis of loss or damage
and shall stale, to the extent possible, the basis of calculating the amount of
the loss or damage. if the Company is prejudiced by the failu-e of the
insured claimant to provide the required proof of loss or damage, the
Company's obligations to the insured under the policy shall terminate,
including any liability or obligation to defend, prosecute, or continue any
litigation, with regard to the matter or matters requiring such proof of loss or
damage.
In addition, the insured claimant may reasonably be required to submit
to examination under oath by any authorized representative of the Company
and shall produce for examination, inspection and copying, at such
reasonable times and places as may be designated by any authorized
representative of the Company, all records, books, ledgers, checks,
correspondence and memoranda, whether bearing a dale before or after Date
of Policy, which reasonably pertain to the loss or damage. Further, if
requested by any authorized representative of the Company, the insured
claimant shall grant its permission, in writing, for any authorized
representative of [he Company to examine, inspect and copy all records,
books, ledgers, checks, correspondence and memoranda in the custody or
control of a third party, which reasonably pertain to the loss or damage. All
information designated as confidential by the insured claimant provided to the
Company pursuant to this Section shall not be disclosed to others unless, in
the reasonable Judgment of the Company, it is necessary in the
administration of the claim. Failure of the insured claimant to submit for
examination under oath, produce other reasonably requested information or
grant permission to secure reasonably necessary information from third
parties as required in this paragraph shall terminate any liability of the
Company under this policy as to that claim.
6. Options to Pay or Otherwise Settle Claims: Termination of
Liability.
In case of a claim under this policy, the Company shall have the
following additional options:
(a) To Pay or Tender Payment of the Amount of Insurance.
To pay or lender payment of the amount of insurance under ]his policy,
together with any costs, attorneys' fees and expenses incurred by the insured
claimant, which were authorized by the Company, up to the lime of payment
or tender of payment and which the Company is obligated to pay.
Upon the exercise by the Company of this option, all liability and
obligations to the insured under this policy, other than to make the payment
required, shall terminate, including any liability or obligation to defend,
prosecute, or continue any litigation, and the policy shall be surrendered to
the Company for cancellation.
to) To Pay or Otherwise Settle With Parties Other than the Insured or
With the Insured Claimant.
If) to pay or otherwise settle with other parties for or in the name of
an insured claimant any claim insured against under this policy, together with
any costs, attorneys' fees and expenses incurred by the insured claimant,
which were authorized by the Company up to the time of payment and which
the Company is obligated to pay; or
(ii) to pay or otherwise settle with the insured claimant the loss or
damage provided for under this policy, together with any costs, attorneys'
fees and expenses incurred by the insured claimant, which were authorized
by the Company up to the time of payment and which the Company is
obligated to pay.
Upon the exercise by the Company of either of the options provided for
in paragraphs (b) (I) or (it), the Company's obligations to the insured under
this policy for the claimed loss or damage, other than the payments required
to be made, shall terminate, including any liability or obligation to defend,
prosecute or continue any litigation.
1. Determination, Extent of Liability and Coinsurance.
This policy is a contract of indemnity against actual monetary loss or
damage sustained or incurred by the insured claimant who has suffered loss
or damage by reason of matters insured against by this policy and only to
the extent herein described.
(a) The liability of the Company under this policy shall not exceed the
least of:
(I) the Amount of Insurance stated in Schedule A; or
(b) the difference between the value of the insured estate or interest
as insured and the value of the insured estate or interest subject to the
defect, lien 'or encumbrance insured against by this policy at the date the
insured claimant is required to furnish to Company a proof of loss or
damage in accordance with Section 5 of these Conditions and Stipulations.
(b) In the event the Amount of Insurance slated in Schedule A at the
Date of Policy is less than 80 percent of the value of the insured estate or
interest or the full consideration paid for the land, whichever is less, or it
subsequent to the Date of Policy an improvement is erected on the land
which increases the value of the insured estate or interest by at least 20
percent over the Amount of Insurance slated in Schedule A, then (his Policy
is subject to the following:
(i) where no subsequent improvement has been made, as to any
partial loss, the Company shall only pay the loss pro rate in the proportion
that the amount of insurance at Dale of Policy bears to (he total value of the
insured estate or interest at Dale of Policy; or
(ill where a subsequent improvement has been made, as to any
partial loss, the Company shall only pay the loss pro fall in the proportion
that 120 percent of the Amount of Insurance stated in Schedule A bears to
the sum of the Amount of Insurance stated in Schedule A and the amount
expended for the improvement.
The provisions of this paragraph shall not apply to costs, attorneys' fees
and expenses for which the Company is liable under this policy, and shall
only apply to that portion of any loss which exceeds, in the aggregate, 10
percent of the Amount of Insurance stated in Schedule A.
(c) The Company will pay only those costs, attorneys' fees and
expenses incurred in accordance with Section 4 of these Conditions and
Stipulations.
8. Apportionment
It the land described in Schedule A consists of two or more parcels that
are not used as a single site, and a loss is established affecting one or more
of the parcels but not all, the loss shall be computed and settled on a pro
fall basis as it the amount of insurance under this policy was divided pro
rate as to the value on Date of Policy of each separate parcel to the whole,
exclusive of any improvements made subsequent to Date of Policy, unless a
liability or value has otherwise been agreed upon as to each parcel by the
Company and the insured at the time of the issuance of this policy and
shown by an express statement or by an endorsement attached to this
policy.
9. Limitation of Liability.
(a) If the Company establishes the title, or removes the alleged defect,
lien or encumbrance, or cures the lack of a right of access to or from the
land, all as insured, or takes action in accordance with Section 3 or Section
6, in a reasonably diligent manner by any method, including litigation and the
completion of any appeals therefrom, it shall have fully performed its
obligations with respect to that matter and shall not be liable for any loss or
damage caused thereby.
(b) In the event of any litigation, including litigation by the Company or
with the Company's consent, the Company shall have no liability for loss or
damage until there has been a final determination by a court of competent
jurisdiction, and disposition of all appeals (herefrom, adverse to The title as
insured.
(c) The Company shall not be liable for loss or damage to any insured
for liability voluntarily assumed by the insured in selling any claim or suit
without the prior written consent of the Company.
10, Reducrion of Insurance' Reduction or Termination of Liability.
All payments under [his policy, except payments made for costs, attorneys'
fees and expenses, shall reduce the amount of the insurance pro tanto.
11. Liability Noncumulative.
It is expressly understood that the amount of Insurance under this policy
shall be reduced by any amount the Company may pay under any policy
insuring a mortgage to which exception is taken in Schedule B or to which
the insured has agreed, assumed, or taken subject, or which is hereafter
executed by an insured and which is a charge or lien on the estate or
interest described or referred to in Schedule A, and the amount so paid shall
be deemed a payment under this policy to the Insured owner.
(Continued on back cover)
CONDITIONS AND STIPULATIONS
1. Definition of Terms.
The following terms when used in this policy mean:
(a) "insured": the insured named in Schedule A, and, subject to
any rights or defenses the Company would have had against the named
insured, [hose who succeed to the interest of the named insured by
operation of law as distinguished from purchase including, but not
limited to, heirs, dislributees, devisees, survivors, personal
representatives, next of kin, or corporate, partnership or fiduciary
successors, and specifically, without limitation, the following:
(i) the successors in interest to a corporation, limited liability
company or limited liability partnership resulting from merger or consolidation or
conversion or the distribution of the assets of the corporation or limited liability
company or limited liability partnership upon partial or complete liquidation;
(if) the successors in interest to a general or limited
partnership or limited liability company or limited liability partnership
which dissolves but does not terminate;
(III) the successors in interest to a general or limited
partnership resulting from the distribution of the assets of the general or
limited partnership upon partial or complete liquidation;
(iv) the successors in interest to a joint venture resulting from the
distribution of the assets of (he joint venture upon partial or complete liquidation;
(v) the successor or substitute trustee(s) of a trustee named
in a written trust instrument; or
(vi) the successors in interest to a trustee or trust resulting from the
distribution of all or pad of the assets of the trust to the beneficiaries thereof.
(b) "insured claimant": an insured claiming loss or damage.
(c) "knowledge" or "known": actual knowledge, not constructive
knowledge or notice that may be imputed to an insured by reason of the
public records as defined in this policy or any other records which impart
constructive notice of matters affecting the land.
(d) "land": the land described or referred to in Schedule A, and
improvements affixed thereto that by law constitute real property. The term
"land" does not include any property beyond (he lines of the area described
or referred to in Schedule A, nor any right, title, interest, estate or easement
in abutting streets, roads, avenues, alleys, lanes, ways or waterways, but
nothing herein shall modify or limit the extent to which a right of access to
and from the land is insured by this policy.
(a) "mortgage": mortgage, deed of trust, trust deed, or other security
instrument.
(1) "public records": records established under state statutes at Dale of
Policy lot the purpose of imparting constructive notice of matters relating to
real property to purchasers for value and without knowledge. With respect to
Section Ila) (iv) of the Exclusions From Coverage, "public records" also shall
include environmental protection liens filed in the records of the clerk of the
United Slates district court for the district in which the land is located.
(g) "access": legal right of access to the land and not the physical
condition of access. The coverage provided as to access does not assure the
adequacy of access for the use intended.
2. Conlinualion of Insurance After Conveyance of Title.
The coverage of this policy shall continue in force as of Date of Policy
in favor of an insured only so long as the insured retains an estate or
interest in the land, or holds an indebtedness secured by a purchase money
mortgage given by a purchaser from the insured, or only so long as the
insured shall have liability by reason of covenants of warranty made by the
insured in any transfer or conveyance of the estate or interest. This policy
shall not continue in force in favor of any purchaser from the insured of
either (i) an estate or interest in the land, or (it) an indebtedness secured by
a purchase money mortgage given to the insured.
3. Notice of Claim to be Given by Insured Claimant.
The insured shall notify the Company promptly in writing (i) in case of
any litigation as set lorlh in Section 4(a) below, or (!if in case knowledge
shall come to an insured hereunder of any claim of title or interest that is
adverse to the title to the estate or interest, as insured, and that might cause
loss or damage for which the Company may be liable by virtue of this policy.
If prompt notice shall not be given to the Company, then as to the insured
all liability of the Company shall terminate with regard to the matter or
mallets for which prompt notice is required; provided, however, that failure to
notify the Company shall in no case prejudice the rights of any insured under
this policy unless the Company shall be prejudiced by the failure and then
only to the extent of the prejudice.
When, after the date of the policy, the insured notifies the Company as
required herein of a lien, encumbrance, adverse claim or other defect in title
to the estate or interest in the land insured by this policy that Is not excluded
or excepted from the coverage of [his policy, the Company shall promptly
investigate the charge to determine whether the lien, encumbrance, adverse
claim or defect is valid and not barred by law or statute. The Company shall
notify the insured in writing, within a reasonable time, of its determination as
to the validity or invalidity of the insured's claim or charge under the policy.
II the Company concludes that the lien, encumbrance, adverse claim or
defect is not covered by (his policy, or was otherwise addressed in the
closing of the transaction in connection with which this policy was issued,
the Company shall specifically advise the insured of the reasons for its
determination. If the Company concludes that the lien, encumbrance, adverse
claim or defect is valid, the Company shall take one of the following actions:
(1) institute the necessary proceedings to clear the lien, encumbrance, adverse
claim or defect from the title to the estate as insured; (it) indemnity the
insured as provided in this policy; (iii) upon payment of appropriate premium
and charges therefor, issue to the insured claimant or to a subsequent
owner, mortgagee or holder of the estate or interest in the land insured by
this policy, a policy of title insurance without exception for the lien,
encumbrance, adverse claim or defect, said policy to be in an amount equal
to the current value of the property or, it a mortgagee policy, the amount of
the loan; (iv) indemnify another title insurance company In connection with its
issuance of a policy(ies) of title insurance without exception for the lien,
encumbrance, adverse claim or defect; (v) secure a release or other document
discharging the lien, encumbrance, adverse claim or defect; or (v) undertake
a combination of (i) through (v) herein.
4. Defense and Prosecution of Actions: Duty of Insured
Claimant to Cooperate.
(a) Upon written request by the insured and subject to the options
contained in Section 6 of these Conditions and Stipulations, the Company, at
its own cost and without unreasonable delay, shall provide for the defense of
an insured in litigation in which any third party asserts a claim adverse to the
title or interest as insured, but only as to those staled causes of action
alleging a defect, lien or encumbrance or other matter insured against by this
policy. The Company shall have the right to select counsel of its choice
(subject to the right of the insured to object for reasonable cause) to
represent the insured as to those stated causes of action and shall not be
liable for and will not pay the fees of any other counsel. The Company will
not pay any fees, costs or expenses incurred by the insured in the defense
of those causes of action [hat allege matters not insured against by this policy.
(b) The Company shall have the right, at its own cost, to institute and
prosecute any action or proceeding or to do any other act that in fls opinion
may be necessary or desirable to establish the title to the estate or interest,
as insured, or to prevent or reduce loss or damage to the insured. The
Company may take any appropriate action under the terms of this policy,
whether or not it shall be liable hereunder, and shall not thereby concede
liability or waive any provision of this policy. If the Company shall exercise its
rights under this paragraph, it shall do so diligently.
(c) Whenever the Company shall have brought an action or interposed
a defense as required or permitted by the provisions of this policy, the
Company may pursue any litigation to final determination by a court of
competent jurisdiction and expressly reserves the right, in its sole discretion,
to appeal from any adverse judgment or order.
(d) In all cases where this policy permits of requires the Company to
prosecute or provide for the defense of any action or proceeding, the insured
shall secure to the Company the right to so prosecute or provide defense in
the action or proceeding, and all appeals therein, and permit the Company to
use, at, its option, the name of the insured for this purpose. Whenever
requested by the Company, the insured, at the Company's expense, shall
give the Company all reasonable aid (i) in any action or proceeding, securing
evidence, obtaining witnesses, prosecuting or defending the action or
proceeding, or effecting settlement, and (it) in any other lawful act that in the
opinion of the Company may be necessary or disirabte to establish the title
to the estate or interest as insured. If the Company is prejudiced by the
failure of the insured to furnish the required cooperation, the Company's
obligations to the insured under the policy shall terminate, Including any
liability or obligation to defend, prosecute, or continue any litigation, with
regard to the matter or matters requiring such cooperation.
(Continued on inside back cover)
OWNER POLICY OF TITLE INSURANCE
Issued by
OLD REPUBLIC NATIONAL TITLE INSURANCE COMPANY
* ` * Policy Number TO 1182613
it * SUBJECT TO THE EXCLUSIONS FROM COVERAGE, THE EXCEPTIONS FROM COVERAGE CONTAINED
'f IN SCHEDULE B AND THE CONDITIONS AND STIPULATIONS, OLD REPUBLIC NATIONAL TITLE INSURANCE COMPANY,
# a Minnesota corporation, herein called the Company, insures, as of Dale of Policy shown in Schedule A, against
'E #- loss or damage, not exceeding the Amount of Insurance staled in Schedule A, sustained or incurred by the insured
by reason of:
1. Title to the estate or interest described in Schedule A being vested other than as stated therein;
2. Any defect in or lien or encumbrance on the title;
3. Any statutory or constitutional mechanic's, contractor's, or materialman's lien for labor or material having its inception on or before Date of Policy;
4. Lack of a right to access to and from the land;
5. Lack of good and indefeasible title.
The Company also will pay the costs, atorneys' fees and expenses incurred in defense of the title, as insured, but only (o the extent provided in the Conditions
and Stipulations.
IN WITNESS HEREOF, the OLD REPUBLIC NATIONAL TITLE INSURANCE COMPANY has caused this policy to be executed by its President under the seal of
the Company, but this policy is to be valid only when it bears an authorized countersignature, as of the dale set forth in Schedule A.
EXCLUSIONS FROM COVERAGE
The following matters are expressly excluded from the coverage of this policy and the Company will not pay loss or damage, costs, attorneys' fees or
expenses which arise by reason of:
1. (a) Any law, ordinance or governmental regulation (including but not limited to building and zoning laws, ordinances, or regulations) restricting,
regulating, prohibiting or relating to (1) the occupancy, use, or enjoyment of the land; (4) the character, dimensions or location of any improvement
now or hereafter erected on the land; (iii) a separation in ownership or a change in the dimensions or area of the land or any parcel of which the
land is or was a part; or (iv) environmental protection, or the effect of any violation of these laws, ordinances or governmental regulations, except to
the extent that a notice of the enforcement thereof or a notice of a defect, lien or encumbrance resulting from a violation or alleged violation
affecting the land has been recorded in the public records at Dale of Policy.
(b) Any governmental police power not excluded by (a) above, except to the extent that a notice of the exercise thereof or a notice of a defect, lien or
encumbrance resulting from a violation or alleged violation affecting the land has been recorded in the public records at Date of Policy.
2. Rights of eminent domain unless notice of the exercise thereof has been recorded in the public records at Date of Policy, but not excluding from
coverage any taking that has occurred prior to Date of Policy which would be binding on the rights of a purchaser for value without knowledge.
3. Defects, liens, encumbrances, adverse claims or other matters:
(a) created, suffered, assumed or agreed to by the insured claimant;
(b) not known to the Company, not recorded in the public records at Date of Policy, but known to the insured claimant and not disclosed in writing to
the Company by the insured claimant prior to the dale the insured claimant became an insured under this policy;
(c) resulting in no loss or damage to the insured claimant;
(it) attaching or created subsequent to Dale of Policy;
(e) resulting in loss or damage that would not have beer, sustained it the insured claimant had paid value lot the estate or interest insured by this
policy.
4. The refusal of any person to purchase, lease or lend money on the estate or interest covered hereby in the land described in Schedule A because of
unmarketability of the title.
5. Any claim which arises out of the transaction vesting in the person named in paragraph 3 of Schedule A the estate or interest insured by this policy, by
reason of the operation of federal bankruptcy, slate insolvency, or other slate or federal creditors' rights laws that is based on either (i) the transaction
creating the estate or interest Insured by (his Policy being deemed a fraudulent conveyance or fraudulent transfer or a voidable distribution or voidable
dividend, (it) the subordination or rechafacterization of the estate or interest insured by this Policy as a result of the application of the doctrine of
equitable subordination or (ifi) the transaction creating the estate or interest insured by this Policy being deemed a preferential transfer except where the
preferential transfer results from the failure of the Company or its issuing agent to timely file for record the instrument of transfer to the insured after
delivery or the failure of such recordation to impart notice to a purchaser for value or a judgment or lien creditor.
AGGIELAND TITLE COMPANY
3740 Coppedieldfir., Suite 1010yan, Texas 77802
OLD REPUBLIC NATIONAL TITLE INSURANCE COMPANY
P.O. Box 42330yan, Texas 77805
A Stock Company
Phone: (979)731-6400 • Fax: (979) 731-8408
400 Second Avenue South, Minneapolis, Minnesota 55401
Issued through the Office of.
•Qj, •: OLD REPUBLIC TITLE
(612)371-1111
BY ,_ President
n
Anorized CouMe/'rsignalory
Allesl Secrelary
FORM T-1: OWNER POLICY (EFFECTIVE 4102)
Continuation of Schedule A Policy No. TO 1182613
THENCE N 470 33' 46" W along the common line of said Townsend and Vance 1 acre tracts for a distance of 209.00
feet to a 5/8-inch iron rod set for the east corner of a called i acre tract described by a deed to Tommie Townsend
recorded in Volume 120, page 217 (B.C.D.R.) and a southwest comer of a called remainder of a 1 acre tract as
described by a deed to Walter Hudlin, Will Hudlin and wife, Mary E. Hudlin, recorded in Volume 221, page 153
(B.C.D.R.);
THENCE N 420 26' 14" E along the common line of said Vance 1 acre tract and said Hudlin tract for a distance of
22.17 feet to a 5/8-inch iron rod set for the east corner of a called 0.622 acre tract as described by a deed to Andrew
Chambers and wife, Tommie Dell Chambers, recorded in Volume 562, page 476 (B.C.D.R.), for reference a 1/2-inch
iron rod found marking the west corner of said 0.622 acre tract bears N 490 10' 54 W at a distance of 49.64 feet;
THENCE along the common line of said 0.622 acre tract and said Vance 1 acre tract for the following two (2) calls:
1) S 490 10' 54" E for a distance of 51.62 feet to a 11241tch iron rod found and
2) N 400 58' 56" E for a distance of 262.73 feet to a 1/2-inch iron rod found bent;
THENCE N 410 42' 31" W for a distance of 100.00 feet to a point in the centerline of a private road;
THENCE along said private road fo- the following two (2) calls:
1) N 370 25' 18" W for a distance of 97.02 feet to a point and
2) N 440 10' 49" W for a distance of 213.79 feet to a 5/8-inch iron rod set in the southeast line of said Greens
Prairie Road (a County maintained Public Road);
THENCE N 430 08' 29" E along the southeast line of said Greens Prairie Road for a distance of 1233.11 feet to the
POINT OF BEGINNING and containing 171.043 acres of land, more or less.
Tract Two:
All that certain tract of land lying and being situated in the JESSE BLEDSOE SURVEY, Abstract No. 71, and the
SAMUEL DAVIDSON LEAGUE, Abstract No. 13, Brazos County, Texas. Said tract being a portion of a called
262.55 acre tract described as Tract Seven by a Deed to VRV Partners recorded in Volume 1175, page 653 of the
Official Records of Brazos County, Texas, and a portion or a called 102 acre tract as described by a deed to Betty V.
Goss, B. F. Vance, Jr. and William R Vance, Trustees of the VRV Trust, recorded in Volume 1020, page 325 of the
Official Records of Brazos county, Texas.
Said tract being more particularly described by metes and bounds as follows:
BEGINNING at a 5/8 inch iron rod found on the southwest line of Woodlake Subdivision, Section One, according to
the Plat recorded in Volume 410, page 415 of the Deed Records of Brazos County, Texas, said iron rod found
marldng the east corner of said 262.55 acre tract and the north corner of a called 50 acre tract as described by a deed
to May Turner and Wanda Goss, recorded in Volume 2327, page 107 of the Official Public Records of Brazos
County, Texas;
THE, S 420 23' 18" W along the common line of said 262.55 acre tract and said 50 acre tract for a distance of
2583.88 feet to a 5/8 inch iron rod found on the fenced northeast line of Royder Road;
THENCE along the fenced northeast line of Royder Road for the following calls:
N 490 54' 12" W for a distance of 162.76 feet to a point;
N 530 19' 39" W for a distance of 231.81 feet to a point;
Old Republic National Title Insurance Company Page 3
Continuation of Schedule A Policy No. TO 1182613
N 540 27' 00" W for a distance of 149.54 feet to a point;
N 51' 59' 03" W for a distance of 261.98 feet to a 5/8 Inch iron rod set on the easterly line of Greens Prairie
Trail, marling the beginning of a cloclavise curve having a Radius of 35.00 feel;
THENCE Along the easterly line of Greens Prairie Trail for the following calls:
Along said curve through a central angle of 930 58' 27" for an arc distance of 57.41 feet (Chord bears: N 040
37' 12" W - 51.18 feet) to a 5/8 inch iron rod set marking the ending point of said curve.
N 420 22' 02" E for a distance of 182.81 feet to a 5/8 inch iron rod set marking the beginning of a
counterclockwise curve having a Radius of 1004.93 feet;
Along said curve through a central angle of 470 05' 23" for an arc distance of 825.92 feet (Chord Bears: N
180 49' 20" E - 802.87 feet) to a 5/8 inch iron rod set marking the ending point of said curve;
N 040 43' 21" W for a distance of 1452.01 feet to a 5/8 inch iron rod set marking the beginning of a clockwise
curve having a Radius of 910.00 feet;
Along said curve through a Central Angle of 460 35' 16" for an arc distance of 739.93 feet (Chord Bears: N
180 34' 17" E - 719.71 feet) to a point on the southwest line of Woodlake Subdivision, Section One, marling the north
corner of this herein described tract:
THENCE Along the common line of said 262.55 acre tract and Woodlake Subdivision, Section One, for the following
calls:
S 480 47' S3" E for a distance of 339.63 feet to a 318 inch iron pipe found;
S 480 28' 25" E for a distance of 411.75 feet to a 1/2 inch iron rod found;
S 490 07' 32" E for a distance of 430.31 feet to a 1/2 inch iron rod found;
S 490 00' 25" E for a distance of 554.20 feet to a 3/8 inch iron pipe found;
S 480 41' 19" E for a distance of 621.03 feet to a 1/2 inch iron rod found;
S 48" 03' 04" E for a distance of 159.58 feet to the POINT OF BEGINNING, containing 96.00 acres of land,
more or less.
NOTE: The Company is prohibited from insuring the area or quantity of the land described herein. Any statement
in the above legal description of the area or quantity of land is not a representation that such area or quantity is
correct, but is made only for informational and/or identification purposes and does not override item No. 2 of
Schedule B.
Old Republic National Title Insurance Company Page 4
OWNER POLICY OF TITLE INSURANCE
SCHEDULEB
G.F. No. 21282
Policy No. TO1182613
EXCEPTIONS FROM COVERAGE
This policy does not insure against loss or damage (and the Company will not pay costs, attorneys' fees or expenses) that arise by
reason of the terms and conditions of the leases or easements insured, if any, shown in Schedule A and the following matters:
1. exec;,-^-•^ elew{�Ve-rnustetEkef-insert-speeifc--rec-ending-data-erdelete-this
eptien}
2. Any discrepancies, conflicts, or shortages in area or boundary lines, or any encroachments or protrusions, or any overlapping
of improvements.
3. Homestead or community property or survivorship rights, if any, of any spouse of any insured.
4. Any titles or rights asserted by anyone, including, but not limited to, persons, the public, corporations, governments or other
entities,
a. to tidelands, or lands comprising the shores or beds of navigable or perennial rivers and streams, lakes, bays, gulfs
or oceans, or
b. to lands beyond the line of harbor or bulkhead lines as established or changed by any government, or
c. to filled -in lands, or artificial islands, or
d. to statutory water rights, including riparian rights, or
e, to the area extending from the line of mean low tide to the line of vegetation, or the rights of access to that area or
easement along and across that area.
5. Standby fees, taxes and assessments by any taxing authority for the year 2006, and subsequent years; and subsequent years;
and subsequent taxes and assessments by any taxing authority for prior years due to change in land usage or ownership, but
not those taxes or assessments for prior years because of an exemption granted to a previous owner of the property under
Section 11.13, Texas Tax Code, or because of improvements not assessed for a previous tax year.
6. The following matters and all terms of the documents creating or offering evidence of the matters (We must insert matters or
delete this exception.):
a. Vendor's lien retained in deed dated December 15, 2005, recorded in Volume 7068, page 220, of the Official
Records of Brazos County, Texas from VRV Partners, a Texas partnership to Creels Meadows Partners, L.P.
for the benefit of First Victoria National Bank as therein provided and all of the terms, provisions and
conditions of said instrument.
b. Deed of Trust/Security Agreement -Financing Statement dated December 15, 2005, recorded in Volume 7068,
page 227, of the Official Records of Brazos County, Texas executed by Creels Meadows Partners, L.P. to
Timothy C. Jones, Trustee, for the benefit of First Victoria National Bank as therein provided, and all of the
terms, provisions and conditions of said instrument.
C. Mineral Reservation as set out in deed dated December 15, 2005 from VRV Partners, a Texas partnership to
Old Republic National Title Insurance Company Page I
Continuation of Schedule B
Policy No. TO1182613
Creek Meadows Partners, L.P., recorded in Volume 7068, page 220, Official Records of Brazos Count),,
Texas. Title to this interest not investigated subsequent to date of said instrument.
d. Easements or claims of easements which are not recorded in the public records of Brazos County, Texas.
C. Any portion of subject property lying within the boundaries of a public or private roadway whether
dedicated or not.
I. The policy will not cover and no liability is assumed for any portion of subject property which lies outside the
perimeter fence of said property.
g. Easement granted to Lone Star Gas Company by A. & M. Consolidated Independent School District as set
out in instrument dated January 8, 1951, recorded in Volume 148, page 479 of the Deed Records of Brazos
County, Texas. (as to that portion out of the 2.7 acre tract, 262/107)
b. Easement granted to Lone Star Gas Company by B. F. Vance as set out in instrument dated March 20, 1951,
recorded in Volume 148, page 491 of the Deed Records of Brazos County, Texas.
i. Easement granted to the City of Bryan by B. F. Vance as set out in instrument dated April 23, 1956, recorded
in Volume 174, page 167 of the Deed Records of Brazos County, Texas. (as to that portion out of the 102 acre
parent tract)
j. Easement granted to Wellborn Water Supply Corporation by Mrs. Vonnie Ray Vance as set out in
instrument dated September 30, 1968, recorded in Volume 273, page 180 of the Deed Records of Brazos
County, Texas.
k. Easement granted to Wellborn Water Supply Corporation by Mrs. Vonnie Ray Vance as set out in
instrument dated July 30, 1971, recorded in Volume 303, page 371 of the Deed Records of Brazos County,
Texas.
1. Easement granted to Seminole Pipeline Company by Vonnie Ray Vance as set out in instrument dated
December 27,1981, recorded in Volume 508, page 709 of the Deed Records of Brazos County, Texas.
m. Easement together with a Relocation Agreement granted to Seminole Pipeline Company by VRV Partners
and the County of Brazos as set out in instrument dated August 26, 1996, recorded in Volume 2690, page 165,
and supplemented in Agreement dated January 6, 1997, recorded in Volume 2751, page 179 of the Official
Public Records of Brazos County, Texas.
n. Easement granted to Wellborn Special Utility District by VRV Partners as set out in instrument dated
October 8, 1999, recorded in Volume 3645, page 276 of the Official Public Records of Brazos County, Texas.
o. Easement granted to Wellborn Special Utility District by VRV Partners as set out in instrument dated March
3, 1999, recorded in Volume 3645, page 284 of the Official Public Records of Brazos County, Texas. (as to
that portion lying within the 102 acre parent tract)
P. Easement granted to Wellborn Special Utility District by VRV Partners as set out in instrument dated March
19, 1999, recorded in Volume 3645, page 286 of the Official Public Records of Brazos County, Texas.
q. Conveyance of mineral & royalty interest from Vonnie Ray Vance to Betty V. Goss, B. J. Vance, Jr. and
William R. Vance as set forth in instrument dated August 1, 1979 , recorded in Volume 430, page 385 of the
Deed Records of Brazos County, Texas. Title to said interest has not been investigated subsequent to date
thereof.
r. Conveyance of mineral interest from Vonnie Ray Vance to Betty V. Goss, B. F. Vance, Jr. and William R.
Old Republic National Title Insurance Company Page 2
Continuation of Schedule B Policy No. TO 1182613
Vance as set forth in instrument dated January 31, 1980 , recorded in Volume 445, page 12 of the Deed
Records of Brazos County, Texas. Title to said interest has not been investigated subsequent to date thereof.
S. Conveyance of mineral interest from Vonnie Ray Vance to Betty V. Goss, B. F. Vance, Jr. and William R.
Vance as set forth in instrument dated March 12, 1981 , recorded in Volume 476, page 43 of the Deed Records
of Brazos County, Texas. Title to said interest has not been investigated subsequent to date thereof.
t. Memorandum of Oil, Gas and Hydrocarbon Lease dated January 22, 1992, between VRV Partners, a Texas
General Partnership, owner of the surface estate and B. F. Vance, Jr., William R. Vance and Betty Vance
Goss, each individually and as a partner, and WSC Oil & Gas Corporation, recorded in Volume 1427, page
184 of the Official Public Records of Brazos Comity, Texas. Title to said interest has not been investigated
subsequent to date thereof.
U. There is expressly excluded from coverage hereunder, and this Company does not insure title to oil, gas and
other minerals of every Idnd and character in, on and under the property herein described.
V. Rights of parties in possession.
Countersigned
Aggieland Title Company
� j Ml- 11016" 1 M/1 /
Old Republic National Title Insurance Company Page 3
G.P. No. 21282
Old Republic National Title Insurance Company
Oemer Policy Number: TO 1182613
Premium Amount
Rate Rules
Property
County
Liability
Dale
Type
Code
1
2
3
4
5
6
7
8
$16,728.00
1200
41
$3,403,842.00
12/19/2005
3210
0700
0710
University Title Company
1021 University Drive East
College Station,Tx 77840
Ph: (979) 260-9818
Fax: (979) 268-3080
Bill To: Baker & Carnes Investments
Buyer: Creek Meadows Partners
Seller:
Property Address: Greens Prairie Rd
College Station, TX 77845
Nothing Further Certificate
Tax
INVOICE 00006242
Date: 02-11-2009
Our Number: 00090644
Your Number:
Amount
$157.00
$12,95