HomeMy WebLinkAboutTitle Insurance COMMITMENT FOR TITLE INSURANCE
SCHEDULE A
Effective Date: August 19, 2008 GF. No. 2019001280
Commitment No.: Not Applicable issued: September 9, 2008
(if applicable)
1. The policy or policies to be issued are:
(a) OWNER POLICY OF TITLE INSURANCE (Form T -1)
(Not applicable for improved one -to -four family residential real estate)
Policy Amount: TBD
PROPOSED INSURED: Wal -Mart Real Estate Business Trust
(b) TEXAS RESIDENTIAL OWNER POLICY OF TITLE INSURANCE -
ONE -TO -FOUR FAMILY RESIDENCES (Form T -1R)
Policy Amount:
PROPOSED INSURED:
(c) LOAN POLICY OF TITLE INSURANCE (Form T -2)
Policy Amount:
PROPOSED INSURED:
Proposed Borrower:
(d) TEXAS SHORT FORM RESIDENTIAL MORTGAGEE POLICY OF TITLE INSURANCE
(Form T -2R)
Policy Amount:
PROPOSED INSURED:
Proposed Borrower:
(e) MORTGAGEE TITLE POLICY BINDER ON INTERIM CONSTRUCTION LOAN (Form T-
13)
Binder Amount:
PROPOSED INSURED:
Proposed Borrower:
(f) OTHER
Policy Amount:
PROPOSED INSURED:
2. The interest in the land covered by this Commitment is:
Fee Simple
3. Record title to the land on the Effective Date appears to be vested in:
Freedom Hill Limited Partnership
4. Legal description of the land:
See Exhibit A Attached
Lawyers Title Insurance Corporation Schedule A, Page 1
Form T -7: Commitment for Title Insurance
if
Continuation of Schedule A Order No. 2019001280
Exhibit A
Lot THREE (3), Block FIFTEEN (15), SOUTHWOOD PLAZA, PHASE ONE, a subdivision in the City
of College Station, Texas, Brazos County, Texas, according to the plat recorded in Volume 980,
Page 631 and Correction Plat recorded in Volume 1046, Page 591, both of the Official Records of
Brazos County, Texas.
Together with Non - Exclusive easement rights in that certain Easements with Covenants and
Restrictions Affecting Land ( "ECR "), dated June 26, 1987, between Wal -Mart Properties, Inc. and
Southwood Valley, Inc., recorded in Volume 981, Page 204, and amended in Volume 1204, Page
471, both of the Official Records of Brazos County, Texas.
Lawyers Title Insurance Corporation Schedule A, Page 2
Form T -7: Commitment for Title Insurance
RESOLUTION OF THE GENERAL PARTNERS OF
FREEDOM HILL LIMITED PARTNERSHIP
The undersigned, being all of the General Partners of Freedom Hill Limited Partnership, a
Virginia limited partnership (the "Partnership"), adopt and approve the following resolutions by
written consent, all effective as of June OP, 2008:
WHEREAS, attached hereto as Exhibit "A" and incorporated herein by reference is a true
and complete copy of the Restated and Amended Agreement of Limited Partnership of the
Partnership (the "Partnership Agreement "), together with an Election of Remaining General
Partners to Continue the Partnership dated June 9, 1999; and
WHEREAS, the Partnership is the owner of (i) a certain tract of land containing
approximately 10.5004 acres located in College Station, Brazos County, Texas, together with all
improvements located thereon and other appurtenant rights (the "College Station Property "), and
(ii) a certain tract of land containing approximately 4.32 acres located in McGehee, Desha County,
Arkansas, together with all improvements located thereon and other appurtenant rights (the
"Arkansas Property ") (collectively, the "Property "); and
WHEREAS, the General Partners of the Partnership have determined that it is in the best
interests of the Partnership for the Partnership to sell the Property, and in furtherance thereof the
Partnership has entered into (i) a certain Purchase Agreement with Wal -Mart Stores Texas, LLC dated
January 7, 2008, as amended by First Amendment to Purchase Agreement dated effective as of January
7, 2008 (covering the College Station Property) and (ii) a certain Purchase Agreement with Wal -Mart
Stores, Inc. dated January 7, 2008, covering the Arkansas Property (collectively, the "Contracts "); and
WHEREAS, as required by the terms of Section 16(b) of the Partnership Agreement, the
General Partners of the Partnership have obtained the authorization by the Limited Partners owning at
least two- thirds of the total Limited Partnership Interests (as defined in the Partnership Agreement) for
the sale of the Property in accordance with the terms and conditions of the Contracts, as evidenced by
the consents attached hereto as Exhibit "B" and incorporated herein by reference.
NOW, THEREFORE, BE IT RESOLVED, that the Partnership entering into the Contracts
for the sale of the Property by the Partnership, the form and provisions of the Contracts and the sale
of the Property by the Partnership pursuant to the Contracts are ratified and approved, and the
execution and delivery of the Contracts by James L. Mcllvaine, Jr. on behalf of the Partnership is
hereby ratified and approved, with such subsequent changes and/or amendments in the Contracts as
James L. Mcllvaine, Jr. or Don C. Mcllvaine, as the sole General Partners of the Partnership, may
approve, in their sole discretion, the signature of either General Partner, acting alone, on the
Contracts and any such changes and /or amendments to be conclusive evidence of the approval of
such Contracts and any such changes and /or amendments.
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RESOLVED FURTHER, that either of the General Partners, acting alone, is authorized,
empowered and directed to take such further action and to execute, make oath to, acknowledge and
deliver, from time to time in the Partnership's name, such other agreements, instruments, certificates,
deeds and other documents and to do or to cause to be done any and all such other acts and things as
he, in his discretion, may deem necessary, proper, appropriate, or advisable to carry out the intent and
purposes of the foregoing resolutions, the taking of such actions to be conclusive evidence that the
same have been authorized and approved by the General Partners of the Partnership.
This Resolution may be executed in one or more counterparts, each of which will be deemed
an original, but all of which together will constitute one and the same instrument. Either of the
General Partners may execute and deliver this Resolution by facsimile and the evidence of a
signature found on the facsimile will be deemed to be that General Partner's original signature.
This Resolution will be filed with the minutes of the proceedings of the General Partners of
the Partnership and will have the same force and effect as though adopted at a meeting duly called
and held.
GENERAL PARTNERS:
i
Dated: , Zoo 8 _ i -
MES L. McILVA1NE, JR. f
Dated: `�" `) C •
'v ON ' . McILVA ' E
#956934v1 12928/12365
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RESTATED AND AMENDED AGREEMENT
OF LIMITED PARTNERSHIP OF
FREEDOM HILL LIMITED PARTNERSHIP
(A Virginia Limited Partnership)
THIS RESTATED AND AMENDED AGREEMENT OF LIMITED PARTNERSHIP
entered into and effective as of the /be) day of ilAy- , i98t.,
by and among JAMES L. MCILVAINE, JR., DON C. MCILVAINE and
R. DANIEL MAHANEY (herein collectively the "General Partners ", ,Ind
those persons executin7 this Agreement as limited partners (hf•roin
"Limited Partners "), all of whom desire to restate and confirm
their Limited Partnership pursuant to the provisions of the
Virginia Revised Unifor:, Limited Partnership Act:
W I T N E S S E T H:
WHEREAS, all of the parties hereto have been Partners pursuant
to a Limited Partnership Agreement and related Limited Partnership
Certificate both dated July 5, 1963, as amended by a First Amend-
ment dated November 17, 1971, a Second Amendment dated June 1,
1972, a Third Amendment dated October 22, 1972, a Fourth Amendment
dated August 2, 1976, a Fifth Amendment dated December 31, 1976, a
Sixth Amendment dated September 1, 1978, a Seventh Amendment dated
June 1, 1979, an Eighth Amendment dated June 1, 1981, a Ninth
Amendment dated April 24, 1982, a Tenth Amendment dated August 14,
1985, an Eleventh Amendment dated September 17, 1985, and a Twelfth
Amendment dated May 23, 1986, with the Certificates as amended
having been filed in the Fairfax County Clerk's office (the
Partnership Agreement as amended hereinafter referred to as the
"Original Partnership Agreement "); and
WHEREAS, the parties wish to update the Original Partnership
Agreement in accordance with the Act, set forth the current General
Partners, extend the term of the Partnership and otherwise general-
ly update and supercede the Original Partnership Agreement.
NOW, THEREFORE, IT IS MUTUALLY AGREED by and among the parties
hereto as - follows:
1. DEFINITIONS:
(a) "Act" the Virginia Revised Uniform Limited Partner-
ship Act, as amended.
(b) "Agreement" means this Agreement of Limited Partner-
ship, as amended from time to time.
(c) "Cash Flow" means:
(i) The taxable income for Federal income tax
purposes as shown on the books of the Partnership -- increased by
(1) the amount of depreciation, amortization deductions taken in
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computing such taxable income; (2) any amount of amortization
attributable to an expense actually paid or incurred in an earlier
taxable year but deducted in the current year (e.q., construction
period interest and taxes, rehabilitation expenditures and other
expenses required to be capitalized and amortized for Federal
income tax purposes); and (;;) any nontaxable income or receipts cf
the Partnership including tax basis recovery upon a sale of assets
and excess refinancing prcci : eds- -and reduced by - (1) payments upon
the principal of any mortgages upon Partnership property or of an
other Partnership loans or ) bligations to be made with Partnership
assets or funds; (2) expenditures for the acquisition of Partner-
ship property and for capi.:a1 improvements and /or replacements
(except to the extent financ3d through Capital Contributions,
obligations or loans, or through reserves previously set aside by
the Partnership for such purposes); (3) the portion of any expense
actually paid during the taxable year, but required to be capital-
ized and amortized or deducted in a subsequent taxable year (e.g.,
construction period interest and taxes, rehabilitation expenses and
other expenses required to be capitalized and amortized for Federal
income tax purposes); and (4) such reserves for acquisitions, debt
service (including any principal curtailments made in the General
Partners' discretion), capital improvements and /or replacements and
such reserves for repairs and operating costs and to meet antici-
pated expenses as the General Partners shall deem to be reasonably
necessary in the efficient conduct of the Partnership business;
plus,
(ii) Any other funds (including amounts previously
set aside as reserves by the General Partners where and to the
extent the General Partners no longer regard such reserves neces-
sary in the efficient conduct of the Partnership business) deemed
available for distribution and designated as Cash Flow by the
General Partners.
(d) "Capital Account" shall have the same meaning as in
Paragraph 12 hereof.
(e) "General Partners" means the persons designated as
the "General Partners" on the attached Schedule A of this Agreement
and any substitutions therefor or additions thereto approved as
provided in this Agreement.
(f) "Limited Partners" means the persons or entities who
or which are, from time to time, admitted to the Partnership as
Limited Partners, whose names, addresses and Partnership Percentage
held by each appear on the attached Schedule A of this Agreement.
(g) "Net Profit" and "Net Losses" mean and refer to the
income or losses of the Partnership for Federal income tax
purposes, as reflected on the federal income tax returns of the
Partnership, as adjusted to reflect any changes resulting from
amendments to such returns or with respect to which a final
determination has been made.
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(h) "Partners" means collectively the General Partners
and all Limited Partners.
(i) "Partnership" means the Li;lit3d Partnership created
pIrsuant to this Agreement.
(j) "Partnership Percentage" marls the percentage
interest of each Partner in Partnership p:oEits; losses and distri-
buci as set forth on the attached Schec,ule A.
(k) "Partnership Property" shall 'lave the same meaning as
in Paragraph 3 hereof.
(1) "Partnership Return" means the "U.S. Partnership
Return of Income" for the Partnership as required to be filed
annually with the U.S. Internal Revenue Service.
2. NAME: The name of this Partnership shall be FREEDOM HILL
LIMITED PARTNERSHIP (a Virginia Limited Partnership).
3. PURPOSE: The business purpose of the Partnership shall be
to own certain improved real estate heretofore known as the Freedom
Hill Tract, which in the future will be known as Fairfax Square
near the intersection of Leesburg Pike and Aline Avenue in Tysons
Corner, Fairfax County, Virginia, as more particularly described on
the attached Exhibit B, and to develop, lease, maintain, manage,
and hold for investment any improvements thereon (hereinafter
referred to as the "Partnership Property "), and to engage in any
business as the Partners may determine, and to carry on all activi-
ties incidental or related to or growing out of the foregoing.
4. PRINCIPAL OFFICE; REGISTERED AGENT AND OFFICE:
(a) The location of the principal office of the Partner-
ship at which shall be maintained the books and records required to
be maintained by the Act, shall be 6231 Leesburg Pike, Suite 600,
Falls Church, Virginia 22044 in the County of Fairfax, or such
other place or places as the General Partners may from time to time
determine.
(b) Until changed by the General Partners, the name of
the Registered Agent of the Partnership is James L. Mcllvaine, Jr.,
who is a resident of Virginia and a General Partner in this Part-
nership. The address of the registered office of the Partnership
is 6231 Leesburg Pike, Suite 600, Falls Church, Virginia 22044,
which is in the County of Fairfax, Virginia.
5. STATUTORY COMPLIANCE: The parties shall execute this
Agreement of Limited Partnership. The General Partners shall
thereafter cause a Certificate of Limited Partnership to be filed
for record with the State Corporation Commission in Richmond,
Virginia.
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• 6. TERM: The term of the Partnership shall commence as of
the date of this Agreement and shall continue until December 31,
2060, unless sooner terminated by the occurrence of any of the
conditions set forth in Paragraph 19 hereof.
7. NAME, ADDRES AND CAPITAL INVESTMENT OF EACH PARTNEf AfD
DESIGNATION AS GENERA1 CR LIMITED PARTNER:
(a) The capital of the Partnership shall consist of t'le
Partners' capital contributions, and each Partner shall own sLcn
amount of the total cap tal of the Partnership as is in propor_ion
to the percent that his or her capital contribution bears to t;i�
total amount of the ca')i:al contributions made by the PartnerF.
The Partners have hereto:ore contributed such capital as they h ?ve
agreed upon pursuant to the Original Partnership Agreement, and no
Partner shall be required to make any additional capital contribu-
tions to the Partnership, or have the right to make any additional
capital contributions thereto. No Partner shall receive any inter -
est on his or her capital or on his or her interest in the Part-
nership.
(b) The name, address and residual interest in Partner-
ship profits, losses and distributions of each current Partner and
designation as current General or Limited Partner is set forth in
the attached Schedule A, which shall supersede any other prior
Schedule A to the Original Partnership Agreement.
8. LOANS TO PARTNERSHIP: Any person, including any General
Partner or any Limited Partner or any person affiliated therewith,
may lend or advance funds to or for the benefit of the Partner-
ship. Any such loan from a Partner or affiliate shall not be
considered a capital contribution or entitle the Partner making any
such advance or loan to the increase of its share of the distribu-
tions of the Partnership. The terms of all such loans and ad-
vances, including the rate of interest thereon, shall be approved
by the General Partners and need not be approved by any other
Partner. Any loans made by any General Partner to the Partnership
shall bear interest from the time of the making of the loan at the
prime rate as in effect at prevailing market rates in Northern
Virginia.
9. WITHDRAWAL OF CAPITAL: Except as specifically provided
herein, no Partner may withdraw his or her capital from the Part-
nership without the approval of the General Partners. No Limited
Partner shall have priority over any other Limited Partner either
as to the return of contributed capital or as to any income,
profits, losses or distributions.
10. REIMBURSEMENT FOR EXPENSES; MANAGEMENT FEES:
(a) The General Partners and their affiliates shall be
entitled to be reimbursed by the Partnership for any and all
reasonable costs and expenses paid or incurred by them in connec-
tion with the operation of the Partnership's business, including
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the allocable portion of expenses incurred in connection with both
Partnership and other activities, such allocation to be determined
on any basis selected by the General Partners consistent with
generally accepted accounting practices. Such expenses shall
includ but shall not be limited to, payment of fees and expenses
to att.rreys, accountants, engineers and other c..nsultants. This
reimbursement shall be treated as an expense ii :he determination
of Partnership profits and losses, and to the ox_ent not paid, a
of the Partnership.
(b) The General Partners shall not be paid any salary on
account .f services rendered to the Partnership .n their capacity
as General Partners.
11. PROFIT AND LOSS:
(a) The proportionate interests of each of the Partners
in the Partnership's profits and losses shall be as provided on
Schedule A attached hereto; provided, however, that in the event a
Partner hereafter contributes any additional property to the Part-
nership, gain, loss, or deduction with respect to that property
shall be allocated in accordance with Section 704(c) of the
Internal Revenue Code, as amended.
(b) Whenever a proportionate part of the Partnership
profit or loss is credited or charged to a Partner's capital
account, every item of income, gain, loss, deduction or credit
entering into the computation of such profit or loss, or applicable
to the period during which such profit or loss is realized, shall
be considered credited or charged, as the case may be, to such
account in the same proportion. As between a Partner and his or
her transferee, each item of income, gain, loss, deduction or
credit for any taxable year (or portion thereof, as the case may
be) shall be apportioned in accordance with law on the basis of the
respective periods of actual ownership as between the Partner and
his or her transferee.
12. MAINTENANCE OF CAPITAL ACCOUNTS: There shall be
established and maintained for each Partner a capital account
( "Capital Account "), in accordance with the provisions of
Section 704 of the Internal Revenue Code, as amended, and the
regulations promulgated thereunder. The Capital Account of a
Partner as of any date shall generally consist of and be (a)
increased by (i) such Partner's contribution to the capital of the
Partnership (including the fair market value of any noncash asset
contributed to the Partnership), (ii) such Partner's distributive
share of Partnership net profits through such date, and (iii) such
Partner's share of the Partnership's nontaxable income, and (b)
decreased by (i) any amount distributed (including the fair market
value of any noncash assets) to such Partner through such date in
reduction of the Partnership's capital and not as a payment of an
obligation, loan (or interest related thereto) owed to such Partner
by the Partnership, (ii) such Partner's distributive share of
Partnership net losses through such date, and (iii) such Partner's
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share of the Partnership's nontaxable expenses. In the event any
of the proceeds of liquidation of the Partnership are to be distri-
buted in kind, all such property shall be valued at fair market
value, and any unrealized appreciation or depreciation with respect
to such property shall be allocated to the Capital Accounts oi Lie
Partners prior to such liquidating distribution in the same mi.nn::r
as if such property weir sold at its fair market value, in acclr-
dance with Paragraph 11 above. Any gain or loss on the sale o:
disposition of Partnership properties in the process of liquid:it;.on
shall be credited or chErged to the Partners in accordance with
Paragraph 11, and reflected accordingly in their Capital Accounts
prior to making liquidating distributions.
13. DISTRIBUTION OF CASH FLOW:
(a) The Cash Flow of the Partnership shall be distributed
periodically, but not less than annually among the General and
Limited Partners pro rata in accordance with the percentage inter-
ests set forth on Schedule A.
(b) Cash and assets (at fair market value) upon liquida-
tion of the Partnership shall be distributed in accordance with the
Partners' respective Capital Accounts, after any allocation of gain
or loss on the sale or disposition of Partnership assets and the
allocation of Paragraph 12. If after such allocations and distri-
butions, the Capital Account of any Partner is negative, such
Partner shall promptly pay to the Partnership, in cash or current
funds, the amount of his or her negative Capital Account, and the
Partnership shall distribute such payments to the Partners whose
Capital Accounts are positive.
14. ASSIGNMENT OF PARTNERSHIP INTEREST BY GENERAL OR LIMITED
PARTNER; DEATH OF A PARTNER; ADDITIONAL OR SUBSTITUTED PARTNERS:
(a) Without the prior written consent of the General
Partners, no Partner shall transfer, sell, bequeath, pledge, encum-
ber, mortgage or hypothecate the whole or any part of his or her
interest in the Partnership, except for the following transfers or
in accordance with the following procedures:
(1) A transfer to any party already a Partner in the
Partnership;
(2) A transfer or disposition by will or intestacy
to or for the benefit of the deceased Partner's family or a trans-
fer during his or her lifetime by outright gift or a gift through a
trust or partnership to or for the benefit of that Partner's fami-
ly. For the purposes of this Agreement, "family" is defined as the
spouse, children (including sons -in -law and daughters -in -law and
adopted children), parents, grandparents, grandchildren, siblings,
nieces and nephews of a Partner and spouses of any of the fore-
going.
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(3)(i) In the event a Partner receives a bona fide
written offer for its interest in the Partnership (hereinafter
sometimes referred to as the "outside offer ") which is acceptable
to such Partner, such Partner shall notify the Partnership in
writing promptly thereafter. The Partnership shall then have
forty -five (45) days after the date of the sending of such notice
in which to elect to purchase the offering Partner's interest in
the Partnership at a price equal to aid upon the same terms and
conditions as contained in the outsidf offer.
(ii) The Partnership shall exercise the election
to purchase by giving written notice Fhereof to the offering Part-
ner. Such notice shall specify a dace for the closing of the
purchase which shall be not more than forty -five (45) days after
the date of giving such notice. In the event the offering Partner
does not receive the Partnership's election to purchase his entire
interest within the aforesaid period of time, then the offering
Partner shall be at liberty, within a period of ninety (90) days
from the last date upon which the Partnership could have elected to
purchase such interest of the offering Partner as provided above,
to consummate the sale to the outsider at a price and upon terms
not more advantageous to the outsider than the price and terms
stated in the original offer made by such outside offeror and
submitted to the Partnership. In the event, however, that such
sale to the outsider is not consummated within such period of time,
then any transfer or proposed transfer to any outsider shall be
subject to all of the requirements of this paragraph.
(iii) Every offer in accordance with this Paragraph
shall be in writing, shall contain an offer to sell to the Part-
nership at a price equal to the price and upon the terms set forth
in the outside offer, and shall be accompanied by a copy of such
outside offer and shall set forth the name and address of the
outside offeror and in detail the price and all other terms of the
intended sale. Such outside offer, in order to be deemed to be a
bona fide offer within the meaning of this Paragraph, must be in
writing, signed by the outside offeror, must be in a form legally
enforceable against the outside offeror and must be accompanied by
a certified check equal to at least ten percent (10%) of the pro-
posed purchase price, which deposit may be in escrow.
(iv) No Partnership Interest may be purchased by
or assigned or transferred to or pledged or hypothecated with a
person below the age of 21 years (other than a custodial arrange-
ment pursuant to the Uniform Gift of Minors Act or similar act of
any state) or a person theretofore adjudged to be insane or incom-
petent.
(4) Notwithstanding any of the provisions contained
in this Agreement, no transfer of any interest in the Partnership
pursuant to the provisions of this subparagraph (a) of this Para-
graph 14 shall be valid or effective unless the transferee shall
agree in writing to be bound by all of the provisions of this
Agreement and to assume liability for all loans by the Partnership
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to the transferor Partner including, but not limited to, loans
resulting from distributions of Partnership capital in excess of
the Partner's Capital Account, and to pay all reasonable expenses
connected with the admission of such assignee as a Partner.
(b) Orly upon the consent of a majority of th. General
Partners will ar..y of the above permitted assignees of tle Partner-
ship interest succeed as a substituted Partner to the interest of
the assigning Partner (to the extent so assigned) and his or her
share of Partn €vship profits, losses, distributions, obligations
and capital. t'ovided, however, any transfer or assig.:ment by a
General Partner of his General Partnership interest shr.1 (unless
otherwise agread to by all Partners) immediately cause. :uch trans-
ferred interest to be converted and be deemed to become a Limited
Partnership interest without any further action of the parties.
(c) A General Partner shall have the right to retire at
the end of an accounting year of the Partnership by written notice
to each of the other Partners, at least 90 days prior to the end of
that year, at their addresses as shown upon the books and records
of the Partnership. Upon the death, retirement as a General Part-
ner, bankruptcy, dissolution or adjudication of incompetency of one
General Partner (herein "withdrawal "), the remaining General Part-
ner(s) shall have the right to continue the Partnership and to
carry on the business of the Partnership without the dissolution of
the Partnership. In the event that there is only one remaining
General Partner, upon the death, retirement as a General Partner,
bankruptcy, dissolution or adjudication of incompetency of such
remaining General Partner, the Partnership shall be dissolved
pursuant to Paragraph 19 below. The withdrawal of a General
Partner shall be deemed a transfer of his Partnership Interest,
converting it to a Limited Partnership Interest pursuant to sub-
paragraph (b) above.
(d) Upon the death, adjudication of incompetency or
dissolution of a Limited Partner, the personal representative,
committee or successor in interest of the deceased, incompetent or
dissolved Limited Partner shall succeed to and have all the rights
(subject to the same limitations) of a Limited Partner in the
Partnership to the extent of the deceased, incompetent or dissolved
Limited Partner's Partnership Interest, subject to the terms and
conditions of this Agreement, and the personal representative,
committee, heirs, beneficiaries or successor in interest of the
Limited Partner shall be liable for all of the liabilities, if any,
of the Limited Partner. The death, incompetency or dissolution of
a Limited Partner shall not terminate the Partnership.
(e) Except as provided in this Agreement, additional
General and Limited Partners may be admitted to the Partnership
only with the written consent of all Partners.
15. MANAGEMENT:
(a) The General Partners shall have the sole right to
manage and conduct the Partnership business, taking into account
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the needs and desires of all Partners in arriving at management
decisions, but in no event shall the General Partner be obligated
to follow the desires of the Limited Partners except as provided by
law and herein. The General Partners shall have equal rights in
the management of the Partnership and shall act by majority deci-
sion.
(b) The General Faltners may exercise all of the rights
and powers of general partr_'Ys as more particularly provided in th.t
Act, and, except as provides' elsewhere in this Agreement, shall
also have the power and authority to do the following: (i) to
execute leases or modify lea =es of the Partnership Property;
(ii) to borrow money, and, as security therefor, to mortgage all or
any part of the Partnership Property; (iii) to prepay in whole or
in part, refinance, recast, increase, modify or extend any mortgage
which may affect any of the Partnership Property, and, in connec-
tion therewith, to execute for and on behalf of the Partnership any
extension, renewal, or modification of such mortgages; (iv) to sell
and hypothecate the Partnership's assets; (v) to execute any and
all other instruments to carry out the intention and purpose here-
of; and (vi) to employ, on behalf of the Partnership, legal, finan-
cial, accounting, engineering and operational agents, counsel and
assistance.
(c) The General Partners need devote only such time to
the affairs of this Partnership as they deem necessary to properly
manage the Partnership affairs.
(d) Any of the Partners, General or Limited, may engage
in or possess an interest in any other business venture of any
kind, nature and description, including ventures which may be
competitive in nature with the business of the Partnership, and
neither the Partnership nor the Partners thereof shall have any
rights in and to said independent ventures or the income or profits
derived therefrom.
(e) Without obtaining the consent of all of the Limited
Partners, the General Partners shall not do any act in contraven-
tion of the Act; provided, however, that the General Partners are
hereby specifically authorized to, and by execution hereof each
Limited Partner specifically consents that the General Partners may
lease any or all of the Partnership Property.
(f) Pursuant to the United States Internal Revenue Code,
as amended, the Managing General Partner shall be the Partnership's
"Tax Matters Partner." In the event that the Managing General
Partner changes or is no longer a General Partner in the Partner-
ship, then any new or remaining General Partners shall appoint the
Tax Matters Partner from among themselves as they agree.
(g) The General Partners may, on behalf of the Partner-
ship, enter into any agreement with an affiliate of any General
Partner which the General Partners deem advisable or necessary
provided that the payments to be made by the Partnership, and the
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services to be rendered thereunder, shall be at least as favorable
to the Partnership as would be readily obtainable from nonaffili-
ates in an arm's - length transaction.
(h) Neither the General Partners no: the General Part-
ner::' 3mployees, attorneys -in -fact or agenis Ahall be liable,
responsible or accountable in damages or otherwise to the Partner-
ship cr any of the Partners for any act, om.ssion, mistake of
judgnent, negligence or otherwise, except wtei such action or
failLre to act constitutes willful misconduct or bad faith. The
Partn-rship shall indemnify and hold harmles•, the General Partners,
the General Partners' employees, attorneys -i,i -fact and agents who
were o: are a party or are threatened to be myde a party to any
threatened, pending or completed action, suit or proceeding by
reason of their relationship to the Partnership, against expenses
(including attorney fees), judgments, fines and amounts paid in
settlement incurred by them in connection with such action, suit or
proceeding, unless there is a specific finding that such person
acted willfully and in bad faith. All attorney's fees and costs
shall be reimbursed immediately as they are incurred and shall be
repaid to the Partnership only upon a finding that such person
acted willfully and in bad faith.
16. LIMITED PARTNERS:
(a) Limited Partners shall not participate in the manage -
ment or control of the Partnership affairs in any manner whatsoever
and shall not receive Partnership assets other than a share of
income or loss and distributions in cash or property, except as
herein provided; and the Limited Partners shall not have any other
rights to vote, propose, or approve Partnership actions or other-
wise except as expressly provided elsewhere in this Agreement. No
Limited Partner may withdraw from the Partnership except pursuant
to and upon a proper dissolution of the Partnership as provided
herein.
(b) Notwithstanding anything in this Agreement to the
contrary, whenever the General Partners shall deem it advisable to
sell, exchange, mortgage, refinance or otherwise dispose of all or
substantially all of the Partnership Property, they shall first
submit the proposal to sell, exchange, mortgage, refinance or
otherwise dispose to all of the Limited Partners. No such sale,
exchange, mortgage, refinancing or other disposition shall take
place unless authorized in writing by Limited Partners owning at
least 2/3 of the total Limited Partnership Interests. If at any
time Limited Partners owning at least 2/3 of the total Limited
Partnership Interests shall, of their own motion, determine that it
is advisable to sell, exchange, mortgage, refinance or otherwise
dispose of all or substantially all of the Partnership Property and
shall so direct the General Partners in writing, then such Partner-
ship Property shall be sold, exchanged, mortgaged, refinanced or
otherwise disposed of pursuant to such direction. In order to
avoid obstruction by a minority refusing to authorize such a trans-
action, and in order to avoid the loss of the possibility of such a
-11-
transaction due to any possible litigation, prolongation and delay,
and in order to protect the best interests of all of the Partners
against any recalcitrant and unfair acts and delays of the minority
Limited Partners, the minority Limited Partners hereby authorize
and empower the rr,ajc:rity Limited Partners owning at leas: 2/3 of
the total Limited Partnership Interests, as attorneys in fa:t for
such minority Limited Partners, to execute on behalf of sica minor-
ity Limited Partner:. any and all papers and documents whi.:h may be
necessary or apprcpziate to carry such proposed transacti•m. into
effect.
17. BOOKS AND TsECORDS:
(a) Proper books of account shall be kept and entries
made therein of all clatters, transactions and things which are
usually entered in books of account kept by persons engaged in the
same or similar business as the Partnership, and the same shall be
kept at the principal place of business of the Partnership, or at
such other place as the General Partners may from time to time
determine, and each Partner, personally or through his or her
representative, shall have the right to demand true and full infor-
mation of all things affecting the Partnership and free access to
and the right to inspect the books of account of the Partnership at
all reasonable business hours and for any purpose reasonably
related to his or her respective interest as a Partner. The Part-
nership shall not be required to mail to any Partner copies of the
"filed" Agreement, as filed with the Virginia State Corporation
Commission, except upon the request of a Partner.
(b) The Partnership books shall be kept on the cash or
accrual basis of accounting as determined by the General Partners,
and shall be closed at the end of each calendar year Federal and
state income tax returns, and /or annual Partnership financial
statements, shall be prepared and copies distributed to each of the
Partners by March 15th of each year, or as soon thereafter as
practicable.
(c) The General Partners shall, for each fiscal year,
file with the U.S. Internal Revenue Service on behalf of the Part-
nership a U.S. Partnership Information Return within the time
prescribed by law (including extensions) for such filing. The
General Partners shall also file on behalf of the Partnership such
state and /or city income tax returns as may be required by applica-
ble law. All expenses in connection with the keeping of books and
records of the Partnership and periodic reports to the Partners
will be borne by the Partnership as an ordinary business expense.
(d) Upon the transfer of Partnership Interests or in the
event of a distribution of the Partnership's assets, the Partner-
ship may (but is not required to) elect pursuant to Section 754 of
the United States Internal Revenue Code, as amended, to adjust the
basis of the Partnership's property as allowed by Section 734 or
743 thereof.
-12-
18. SIGNATURES: Except as otherwise specifically provided by
this Agreement, any check, contract, deed, lease, promissory note,
deed of trust, or any other instrument of any nature whatsoever, in
any way connected with this Partnership or on behalf of the Part-
nership, must be and need only be sicned by the General Partners or
by any person designated by the Geieial Partners.
19. DISSOLUTION AND WINDING -UF CF PARTNERSHIP:
(a) The Partnership shall he dissolved upon the first of
any of the following events to occur'
(i) The resignation, death, bankruptcy, dissolution
or adjudication of incompetency of a General Partner unless the
Partnership is continued by the remaining General Partners or
without the appointment of a successor General Partner(s);
(ii) The vote to dissolve by 2/3 of all of Partners;
(iii) The expiration of the term of the Partnership;
(iv) The sale, transfer or other irrevocable disposi-
tion of substantially all of the assets of the Partnership; or
(v) Any other event causing a dissolution of the
Partnership by virtue of any other provision of this Agreement.
(b) If the Partnership is dissolved or is to be dissolved
for any of the reasons set forth above, and if any Limited Partner
shall deliver to each of the other Partners within 45 days of such
event causing dissolution, a written notice demanding that a meet-
ing of the Partners be held at the principal place of business of
the Partnership at the time set forth in such notice (which shall
not be less than 10 nor more than 30 days after the date of such
notice), the Partners shall hold such meeting. By agreement
reached at or before such meeting by all the Partners, the Partners
may continue the business of the Partnership and reconstitute the
Partnership as a successor Limited Partnership with one or more new
General Partner(s) having the capacity to serve as such and who are
able to meet any requirements imposed upon them by the Internal
Revenue Code or any rulings or regulations thereunder with respect
to general partners of limited Partnerships in order that the
Partnership not become an association taxable as a corporation. If
such Partners shall exercise such right to continue the business of
the Partnership, the person or persons appointed by them as the new
General Partner(s) (and all Limited Partners, if required by law)
shall execute and file a new Certificate of Limited Partnership.
The Agreement of Limited Partnership shall contain substantially
the same provisions as those contained herein, except that the new
General Partner(s) shall be allocated such share of the profits and
losses and cash flow distributions of the Partnership and shall be
paid such fees as the Partners appointing such new General Part-
ner(s) shall determine. Such new General Partner(s) shall indicate
-13-
their acceptance of the appointment by the execution of such Agree-
ment of Limited Partnership.
(r) Upon a dissolution of the Partnership without an
electiol . to continue the business of the Partnership, the General
Partnera Or if there is not a General Partner, a substitute
General lartner elected by the affirmative vote or written consent
of 2/3 of :he Limited Partners) shall take full account of the
Partnersi'i_)'s assets and liabilities, and the assets shall be
liquidate) as promptly as is consistent with obtaining the fair
value the.:sof, and the proceeds therefrom, to the extent sufficient
to pay thF Partnership's obligations with respect thereto, shall be
applied :.nt distributed in the following order:
(i) To the payment and discharge of all of the
Partnership's debts and liabilities to persons or entities other
than Partners (or former Partners) and the expenses of liquidation;
(ii) To the payment and discharge of any loans and
advances made by Partners (or former Partners) to the Partnership;
(iii) The balance, if any, shall be distributed to all
Partners in accordance with the provisions of Paragraph 13.
20. POWER OF ATTORNEY:
(a) Each Limited Partner, by executing this Agreement,
hereby irrevocably constitutes and appoints the General Partners,
any of whom may act, his or her true and lawful attorney -in -fact,
in his or her name, place and stead, to make, execute, acknowledge,
swear to, record and file:
(i) Any amendment to the Agreement, insofar, and
insofar only, as such amendment to this Agreement may relate to a
substitution or assignment of Partnership Interest as provided in
Paragraphs 7 or 14, or the admission of an additional Limited
Partner;
(ii) Any Fictitious Business Name Statement; and
(iii) All such other instruments, documents and cer-
tificates which may from time to time be required by the Partner-
ship's lenders, the Internal Revenue Service, the Commonwealth of
Virginia, the United States of America, or any political subdivi-
sion within which the Partnership conducts its business, to effec-
tuate, implement, continue and defend the valid and subsisting
existence of the Partnership as a Limited Partnership and to carry
out the intention and purpose of this Agreement; and
(iv) Any and all amendments or modifications of the
instruments described in the preceding subdivisions; it being
expressly understood and intended by each of the granting Partners
that the grant of the foregoing power of attorney is coupled with
-14-
an interest, is irrevocable, and shall survive the death or dis-
ability of the Limited Partner.
(b) The foregoing power of attorney shall survive the
delivery of an assignmen= by any of the Limited Partners of the
whole or any portion of .tis or her Partnership Interest, except
that where an assignee of such Partnership Interest has been
approved by the General Partners to become a substituted Limited
Partner, then the foregoing power of attorney of the assignor
Limited Partner shall survive the delivery of such assignment for
the sole purpose of enabli.'.g the General Partners to execute,
acknowledge, affirm to, record and file any and all instruments
necessary to effectuate si_c,t substitution.
21. TERM OF LEASES: The Partnership shall have the power to
enter into leases for a period of years extending beyond the term
of this Partnership, and dissolution of the Partnership for any
reason will not shorten the term of any lease entered into by or on
behalf of the Partnership.
22. ADDITIONAL DOCUMENTS: Each party hereto agrees to execute
and affirm to, if required, any and all documents and writings
which may be necessary or expedient in the creation of this
Partnership and the achievement of its purposes.
23. NOTICES: All notices which any of the parties may desire
or may be required to give any of the other parties shall be in
writing and shall be given either personally or by prepaid certi-
fied mail directed to the parties' respective addresses as shown in
this Agreement or as later entered upon the books of the Partner-
ship pursuant to written notification to the General Partners,
signed by the party or parties concerned.
24. PARTNERS MAY DEAL IN REAL PROPERTY: Nothing contained
herein shall preclude any Partner from purchasing or owning other
real property on his or her own behalf, including that in the area
of the real property constituting the subject matter of this Part-
nership, without notice to other Partners, and without liability on
the part of such Partner to any other Partner. Each Partner waives
any rights he or she may have against the others for capitalizing
on information learned as a consequence of his or her connection
with the affairs of this Partnership.
25. AMENDMENTS: This Agreement except as hereinbefore set
forth, is subject to amendment only with the unanimous consent of
all of the Partners, General and Limited, and such amendment shall
be effective as of such date as may be determined by them.
26. WAIVER OF ACTION FOR PARTITION: Each of the Partners
irrevocably waives, during the term of the Partnership and during
the period of its liquidation following any dissolution, any right
that such Partner may have to maintain any action for partition
with respect to any of the assets of the Partnership.
-15-
27. INTEGRATED AGREEMENT: This Agreement sets forth all of
the promises, agreements, conditions and understandings among the
parties hereto with respect to the Partnership, the Partnership
business and the property of the Partnership, and there are no
promises, agreements, conditions, understandings, warranties, or
representations, oral or written, express or implied, ar ong them
other than as set forth herein. This Agreement is in :ended by all
parties hereto t') be an integration of all promises, Egreements,
conditions and understandings among the parties with iecpect to the
Partnership and the Partnership business, and no alter. +.ion of the
terms of this A : . .reement shall be binding unless the sar...: be in
writing and in accordance with this Agreement.
28. SEVERABI Nothing contained in this Agroem?.nt shall
be construed as requiring the commission of any act contrary to
law. Wherever there is any conflict between any provisions of this
Agreement and any statute, law, ordinance, or regulation contrary
to which the parties have no legal right to contract, the latter
shall prevail, but in such event the provisions of the Agreement
thus affected shall be curtailed and limited only to the extent
necessary to bring it within the requirements of the law. In the
event that any part, section, paragraph or clause of this Agreement
shall be held indefinite, invalid, or otherwise unenforceable, the
entire Agreement shall not fail on account thereof, and the balance
of this Agreement shall continue in full force and effect.
29. GOVERNING LAW: It is the intention of the parties hereto
that all questions with respect to the construction of this Agree-
ment and the rights and liabilities of the parties hereto shall be
determined in accordance with the internal laws of the Commonwealth
of Virginia without respect to its conflicts of law rules even
though one or more of the Partners is or will be a resident of a
state other than Virginia. In any actions between the parties to
enforce any of the terms of this Agreement or of any other contract
relating to the Partnership or any action in any other way
pertaining to Partnership affairs or this Agreement, the prevailing
party shall be entitled to recover expenses, including reasonable
attorney's fees.
30. PARAGRAPH HEADINGS: The paragraph headings in no way
define, limit, extend, or interpret the scope of this Agreement, or
of any particular paragraph.
31. PERSON AND GENDER: The masculine gender shall include the
feminine and neuter genders, the singular shall include the plural
and the word "person" shall include a corporation, firm, partner-
ship or other form of association.
32. BINDING EFFECT: This Agreement shall inure to and bind
all the parties, their estates, heirs, successors, personal repre-
sentatives and assigns.
• -16-
IN WITNESS WHEREOF, this Agreement may be executed in
multiple counterparts, each of which shall be deemed an original,
and all of which shall constitute one Agreement, by each of the
parties hereto on the dates respectively indicated in the notariza-
tions of said parties, to be effective as of the day and year first
atove written.
GENER LL PARTNER
4 „„,,,..,/ ! , V--fita.4.-,... / (SEAL)
JAMES .44. MCILVAINE, JR.
COMMONWEALTH OF IRGINIA,
lcu,s7 OF , to -wit:
I, the undersigned authority, a Notary Public in and for
the jurisdiction aforesaid, do hereby certify that JAMES L.
MCILVAINE, JR., General Partner, known to me (or satisfactorily
proven), personally appeared before me in the said jurisdiction,
and made oath that he signed the foregoing Agreement of Limited
Partnership and he affirmed and acknowledged before me that the
facts therein are true and correct. ;_____
GIVEN under my hand and seal this / day o f
1988. /
Ni ARY PW IC
My commission expires: .z_ // /1
-17-
IN WITNESS WHEREOF, this Agreement may be executed in
multiple counterparts, each of which shall be deemed an original,
and all of which shall constitute one Agreement, by each of the
parties hereto on the dates respectively indicated in the notariza-
tions of said patties, to be effective as of the day anf. year first
above written.
GENERAL PARTNER
Agglif L Al I. AA( ,;_,e (SEAL)
DON C. MCILVAINE
COMMONWEALTH OF V , GINIA,
OF , to -wit:
I, the undersigned authority, a Notary Public in and for
the jurisdiction aforesaid, do hereby certify that DON C.
MCILVAINE, General Partner, known to me (or satisfactorily proven),
personally appeared before me in the said jurisdiction, and made
oath that he signed the foregoing Agreement of Limited Partnership
and he affirmed and acknowledged before me that the facts therein
are true and correct.
GIVEN under my hand and seal this ■ day of
1988.
41111111111h!- -�.. Gam- de P -
N RY P►TIC
My commission expires: .z,V114-G /989
-18-
IN WITNESS WHEREOF, this Agreement may be executed in
multiple counterparts, each of which shall be deemed an original,
and all of which shall constitute one Agreement, by each of the
parties hereto on the dates respectively indicated in the notariza-
tions of said parties, tc. bt: effective as of the day and year first
above written.
GENERAL PARTNER
"`-'Oht -. (SEAL)
R. DANIEL MAHANEY
COMMONWEALTHX DFX WROM X STATE OF FLORIDA )
XXXXXXXXXXXOFXXXXXXXXXXXXXtXX -XiitX s s
COUNTY OF BROWARD )
I, the undersigned authority, a Notary Public in and for
the jurisdiction aforesaid, do hereby certify that R. DANIEL
MAHANEY, General Partner, known to me (or satisfactorily proven),
personally appeared before me in the said jurisdiction, and made
oath that he signed the foregoing Agreement of Limited Partnership
and he affirmed and acknowledged before me that the facts therein
are true and correct.
GIVEN under my hand and seal this 1,th day of May
1988. ee
T4 R1 PUBtI STA1E OF FIOpI 4A. -
NY COkM ISSIOM E NOY FLO I PUBLIC
C
BO NO NDED INRU GER INS. 3 u .
r0,
My commission expires:
-19-
IN WITNESS WHEREOF, this Agreement may be executed in
multiple counterparts, each of which shall be deemed an original,
and all of which shall constitute one Agreement, by each of the
parties hereto on the dates respectively indicated in the notariza-
tions of said parties, to be effeciv3 as of the day and year first
above written.
LIMITER ?ARTNER •
THE FRA'•K AND LELA KIMBALL FAMILY TRUST
BY: ' � � 1 ! & ( f9 - (SEAL)
FRANK C. KIMBALL, Co- Trustee
BY: 't 4. y 4 / (SEAL)
LELA D. KIMBALL, Co- Trustee
TATE
to -wit:
I, the undersigned authority, a Notary Public in and for
the jurisdiction aforesaid, do hereby certify that FRANK C. KIMBALL
AND LELA D. KIMBALL, Co- Trustees, known to me (or satisfactorily
proven), personally appeared before me in the said jurisdiction,
and made oath that they signed the foregoing Agreement of Limited
Partnership and they affirmed and acknowledged before me that the
facts therein are true and correct.
GIVEN under my hand and seal this ..,day of _
1988.
C-----/ Ji_Not.A. -0 .0- i)Nj"
p� NOTARY PUBLIC
My commission expires: i lo g i
o � F MAEELDELEONE OFFICIAL SEAL
�.� Notary Public Calilomia
ORANGE COUNTY
My Comm. Expires 1/6/88
-20-
IN WITNESS WHEREOF, this Agreement may be executed in
multiple counterparts, each of which shall be deemed an original,
and all of which shall constitute one Agreement, by each of the
parties hereto on the dates respectively indicated in the notariza-
tions of said parties, to be effective as of the day and year first
above wiitten.
LIMITED PARLIER
/f ►,_, , / ) 'Xic• n (SEAL)
( )
JAMES L. MCILVAINE, JR.
CO ON'1EALTH OF IRGINIA,
OF , to -wit:
I, the undersigned authority, a Notary Public in and for
the jurisdiction aforesaid, do hereby certify that JAMES L.
MCILVAINE, JR., Limited Partner, known to me (or satisfactorily
proven), personally appeared before me in the said jurisdiction,
and made oath that he signed the foregoing Agreement of Limited
Partnership and he affirmed and acknowledged before me that the
facts therein are true and correct.
GIVEN under my hand and seal this // ' day of ,
1988. '
A L 4
CRY ',/O BL I C
My commission expires: —J i�d�
- -21-
IN WITNESS WHEREOF, this Agreement may be executed in
multiple counterparts, each of which shall be deemed an original,
and all of which shall constitute one Agreement, by each of the
parties hereto on the dates respectively indicated in the notariza-
tions of sEid parties, to be effective as of till day and year first
above wr.tten.
LIMITED PARTNEl
`>
L./L(SEAL)
SON . MCILVAITE
COMMONWEALTH OF IRGINIA,
tei4e OF , to-wit:
I, the undersigned authority, a Notary Public in and for
the jurisdiction aforesaid, do hereby certify that DON C.
MCILVAINE, Limited Partner, known to me (or satisfactorily proven),
personally appeared before me in the said jurisdiction, and made
oath that he signed the foregoing Agreement of Limited Partnership
and he affirmed and acknowledged before me that the facts therein
are true and correct.
GIVEN under my hand and seal this /D ' day of ,
1988. , / _i 0 .- P'B /C
My commission expires: a .7 iyBp
-22-
IN WITNESS WHEREOF, this Agreement may be executed in
multiple counterparts, each of which shall be deemed an original,
and all of which shall constitute one Agreement, by each of the
parties hereto on the dates respectively indicated in the notariza-
tions of said parties, t) ba effective as of the day and year f: rs
above written.
LIMITED PARTNER
v / 1 • SEAL,
KA EN M. DURFEE C4)(-4
m
co STATE OF CALIFORNIA ...-
ALIFORNIA r '� '� y. - <_
COUNTY OF LOS ANGELES (SS. �`�l•
On MAY 23, 19 8 8 before me, IA1TC WORLD TITLE COMPANY
the undersigned, a Notary Public in and for said County and
State, personally appeared
Karen M. Durfee FOR NOTARY SEAL OR STAMP
c , personally known to me
a (or proved to me on the basis of satisfactory evidence) to be the
person whose name 1 S subscribed to the within OFFICIAL SEAL
instrument and acknowledged that She executed the y SUSANA BRAVO
M l it NOTARY PUBLIC - CALIFORNIA
same. V �J ? LOS ANGELES COUNTY
• My comm. expires MAY 22, ISS90
I v
Signature _�'• �tZ / _
WTC 067
-23-
IN WITNESS WHEREOF, this Agreement may be executed in
multiple counterparts, each of which shall be deemed an original,
and all of which shall constitute one Agreement, by each of the
parties hereto on the dates respectively indicated in the notariza-
tions of said parties, to be effective as of th€ day and year first
above 4r3 tten.
LIMITED PARTNER
ROBERT DANIEL MAHA.;EY REVOCABLE TRUST
BY: �� (SEAL)
R. DANIEL MAHANEY, Trustee
dr(( XiX1451%1<1X, STATE OF FLORIDA )
XXXXXXXXXXWXXXXXXXXXXXXXEd K COUNTY OF BROWARD ) s s
I, the undersigned authority, a Notary Public in and for
the jurisdiction aforesaid, do hereby certify that R. DANIEL
MAHANEY, Trustee, Limited Partner, known to me (or satisfactorily
proven), personally appeared before me in the said jurisdiction,
and made oath that he signed the foregoing Agreement of Limited
Partnership and he affirmed and acknowledged before me that the
facts therein are true and correct.
GIVEN under my hand and seal this 16th day of May
1988.
— 0 - littcbttej 6. 4
fOTAR► ru9�I NOTARY PUBLIC
C JTA/L f
B1 CUJfN Q EI►, fOY "It"
0Y I J.J99p
My commission expires: eaHOE° TJwu rfEJU� 1t ur4
-24-
IN WITNESS WHEREOF, this Agreement may be executed in
multiple counterparts, each of which shall be deemed an original,
and all of which shall constitute one Agreement, by each of the
parties hereto on the dates respectively indicated in the iotariza-
tions of said parties, to be effective as of the day ant year first
above written.
LIMITED PARTNER
LOIS C. MAHANEY REVOCABLE TR..)3T
BY: g
LOIS C. MAHANEI'', Tr
zCOMMONIfJ 1AYJ D( X C XMIXNAT i?S, STATE OF FLORIDA ) s s
XXXXXXXXXXXXMXXXXXXXXXXXX ,X)t,Y�G �)tX COUNTY OF BROWARD)
I, the undersigned authority, a Notary Public in and for
the jurisdiction aforesaid, do hereby certify that LOIS C. MAHANEY,
Trustee, Limited Partner, known to me (or satisfactorily proven),
personally appeared before me in the said jurisdiction, and made
oath that she signed the foregoing Agreement of Limited Partnership
and she affirmed and acknowledged before me that the facts therein
are true and correct.
GIVEN under my hand and seal this 16thday of May
1988.
ROTARI PUBLIC
SIC HATE of FL NOTARY PUBLIC r
AT CORRISSIOR £XP. NOV I3 .I950
My commission expires: DEU EMU INS, Imo
-25-
IN WITNESS WHEREOF, this Agreement may be executed in multiple
counterparts, each of which shall be deemed an original, and all of
which shall constitute one Agreement, by each of the parties hereto
on the dates respectively indicated in the notarizations of said
parties, to be effective as of the day and year first above written.
LIMITED PARTNER
ES : E OF MERLO J. USEY
By: 4111117 (S-AL)
J• •1 Y, Pers. Re .
By: v " (SEAL)
E. MADSEN, Pers. Rep.
STATE OF UTAH,
OF , to -wit:
I, the undersigned authority, a Notary Public in and for the
jurisdiction aforesaid, do hereby certify that JOHN R. PUSEY
known
to me (or satisfactorily proven), personally appeared before me in
the said jurisdiction, and made oath that he signed the foregoing
Agreement of Limited Partnership and he affirmed and acknowledged
before me that the facts therein are true and correct.
(_.
GIVEN under my hand and seal this 2c9/ day of „ , , 1988.
�_� // ',
'NOTARY - 1 , ) eGj
My commission expires:
STATE OF UTAH,
,/ OF /r / , to-wit:
i
I; the undersigned authority, a Notary Public in and for the
jurisdiction aforesaid, do hereby certify that RONALD E. MADSEN
known to me (or satisfactorily proven), personally appeared before
me in the said jurisdiction, and made oath that he signed the fore-
going Agreement of Limited Partnership and he affirmed and acknow-
ledged before me that the facts therein are true and correct.
GIVEN under my hand and seal this day of 4„4 1988.
NOTARY PUBLIC /
My commission expires: &/- �� 1
•
• -26-
IN WITNESS WHEREOF, this Agreement may be executed in
multiple counterparts, each of which shall be deemed an original,
and all of which shall constitute one Agreement, by each of the
parties hereto on the dates respectively indicated in the notariza-
tions of said parties, to be efrective as of the day and year first
above written.
LIMMITED PARTNER •
H( »LARD B. AND MARY D. NELSON
7/70.711•7?-61410/(/ .'AMILY TRUST
BY: (SEAL)
MAR ELSON Trustee
CONWEALTH OF VIRGINIA,
OF z:,cUy. to-wit:
I, the undersigned authority, a Notary Public in and for
the jurisdiction aforesaid, do hereby certify that MARY D. NELSON,
Trustee, Limited Partner, known to me (or satisfactorily proven),
personally appeared before me in the said jurisdiction, and made
oath that she signed the foregoing Agreement of Limited Partnership
and she affirmed and acknowledged before me that the facts therein
are true and correct.
GIVEN under my hand and seal this /(; - day of '11 j
1988.
NOTARY PUBLIC ,
My commission expires -LI /990
-27-
IN WITNESS WHEREOF, this Agreement may be executed in
multiple counterparts, each of which shall be deemed an original,
and all of which shall constitute one Agreement, by each of the
parties hereto on the dates respectively indicated in the notariza-
tions of said parties, to be effect:.ve as of the day and year first
above written.
L I! •II r'ED PARTNER
,� , /i ce
a 1.� -c 4-9 . U t A/ILL , (SEAL)
RU1A K. PARRY
COMMONWEALTH OF VIRGINIA,
OF OLN ;i4c›^ -, to-wit:
I, the undersigned authority, a Notary Public in and for
the jurisdiction aforesaid, do hereby certify that RULA K. PARRY,
Limited Partner, known to me (or satisfactorily proven), personally
appeared before me in the said jurisdiction, and made oath that she
signed the foregoing Agreement of Limited Partnership and she
affirmed and acknowledged before me that the facts therein are true
and correct.
GIVEN under my hand and seal this 13 day of Trr ,
1988.
Q - NOTARY PUBLIC
My commission expires: �� t
-28-
IN WITNESS WHEREOF, this Agreement may be executed in
multiple counterparts, each of which shall be deemed an original,
and all of which shall constitute one Agreement, by each of the
parties hereto on the dates respectively indicated in the notariza-
tions if said parties, to be effective as of the day and year first
above :'ri tten .
LIMITED PARTNE2
, `�_i 2(SEAL)
JAMES L. MCII:Vi -.INE, Jet.
Trustee for AAPK M. DURFEE
C NWEALTH OF RGINIA,
��,, to -wit:
I, the undersigned authority, a Notary Public in and for
the jurisdiction aforesaid, do hereby certify that JAMES L.
MCILVAINE, JR., Trustee for MARK M. DURFEE, Limited Partner, known
to me (or satisfactorily proven), personally appeared before me in
the said jurisdiction, and made oath that he signed the foregoing
Agreement of Limited Partnership and he affirmed and acknowledged
before me that the facts therein are true and correct.
GIVEN under my hand and seal this // of .G
1988. '
NA&
7r PUBC
My commission expires:
-29-
IN WITNESS WHEREOF, this Agreement may be executed in
multiple counterparts, each of which shall be deemed an original,
and all of which shall constitute one Agreement, by each of the
parties hereto on the dates respectively indicated in the notariza-
tions of said parties. to be effective as of the day and yea: first
above written.
LIMITED PARTNER
.,..r 1 /'Gr- ` {L --,1 A (SriAL )
JAMES L. MCILVAINE, JR.
Trustee for MARY SHANNON
MCILVAINE
C O NWEALTH OF IR9INIA,
OF to -wit:
I, the undersigned authority, a Notary Public in and for
the jurisdiction aforesaid, do hereby certify that JAMES L.
MCILVAINE, JR., Trustee for MARY SHANNON MCILVAINE, Limited
Partner, known to me (or satisfactorily proven), personally
appeared before me in the said jurisdiction, and made oath that he
signed the foregoing Agreement of Limited Partnership and he
affirmed and acknowledged before me that the facts therein are true
and correct.
GIVEN under my hand and seal this // day of _. ,
1988. r ►+r AFF
I .
My commission expires: 2 ' 0. _ /': -
-30-
IN WITNESS WHEREOF, this Agreement may be executed in
multiple counterparts, each of which shall be deemed an original,
and all of which shall constitute one Agreement, by each of the
parties hereto on the dates respectively indicated in the notariza-
tions of said parties, to be effective as of the day and year first
above written.
LIMITED PARTNER
() C ` ! /-t. ;
JAMES L. MCILVAINE, JR.
'?rustee for KIRSTEN C. DURFEE
CO JONWEALTH O IRGINIA,
OF to -wit:
I, the undersigned authority, a Notary Public in and for
the jurisdiction aforesaid, do hereby certify that JAMES L.
MCILVAINE, JR., Trustee for KIRSTEN C. DURFEE, Limited Partner,
known to me (or satisfactorily proven), personally appeared before
me in the said jurisdiction, and made oath that he signed the
foregoing Agreement of Limited Partnership and he affirmed and
acknowledged before me that the facts therein are true and correct.
GIVEN under my hand and seal this / / of
1988. — :CRY P ;LIC
My commission expires: �1L .
-31-
IN WITNESS WHEREOF, this Agreement may be executed in
multiple counterparts, each of which shall be deemed an original,
and all of which shall constitute one Agreement, by each of the
parties hereto on the dates respectively indicated in the notariza-
tions of said parties, to be effecti'e as of the day and year first
above written.
III?ITED PARTNER
- (SEAL)
JAMS L. MCILVAINE, 1 JR.
Trustee for JENNIFER L.
MCILVAINE
ONWEALTH OF GINIA,
OF , to -wit:
I, the undersigned authority, a Notary Public in and for
the jurisdiction aforesaid, do hereby certify that JAMES L.
MCILVAINE, JR., Trustee for JENNIFER L. MCILVAINE, Limited Partner,
known to me (or satisfactorily proven), personally appeared before
me in the said jurisdiction, and made oath that he signed the
foregoing Agreement of Limited Partnership and he affirmed and
acknowledged before me that the facts therein are true and correct.
GIVEN under my hand and seal this 7 day of
1988.
4 4
' ��Y P T IC
My commission expires: '
i
-32-
IN WITNESS WHEREOF, this Agreement may be executed in
multiple counterparts, each of which shall be deemed an original,
and all of which shall constitute one Agreement, by each of the
parties hereto on the dates respectively indicated in the notariza-
tion; of said parties, to be effective as o: t'ie day and year first
abov written.
LIMITED PA4cT. JER
4 ,,,.; ,' • i .`.` i (SEAL)
JAMES L. MCILVAINE, JR.
,
, Trustee for r`ICHAEL J. DURFEE
C 'T ONWEALTH OF RG NIA,
, to -wit:
I, the undersigned authority, a Notary. Public in and for
the jurisdiction aforesaid, do hereby certify that JAMES L.
MCILVAINE, JR., Trustee for MICHAEL J. DURFEE, Limited Partner,
known to me (or satisfactorily proven), personally appeared before
me in the said jurisdiction, and made oath that he signed the
foregoing Agreement of Limited Partnership and he affirmed and
acknowledged before me that the facts therein are true and - .rrect.
GIVEN under my hand and seal this day of ,
1988. diem. ii
Addrr
4 ----wmniliwr
ArvAPP......41
OTARY �� : LIC
M commission ex ires: �' al") Y p
-33-
IN WITNESS WHEREOF, this Agreement may be executed in
multiple counterparts, each of which shall be deemed an original,
and all of which shall constitute one Agreement, by each of the
parties hereto on the dates respectively indicated in the notariza-
tions of sEid parties, to be effective as of the day and year first
above writtan.
LIMITED PARTNER
t__., , /
LAURA R. GILL• Y
STATE OF in ► `-, 0 k A 4.
0,;,t, I-% \--11-3 OF f 0.S1 , to -wit:
i
I, the undersigned authority, a Notary Public in and for
the jurisdiction aforesaid, do hereby certify that LAURA R.
GILLOGLY, Limited Partner, known to me (or satisfactorily proven),
personally appeared before me in the said jurisdiction, and made
oath that she signed the foregoing Agreement of Limited Partnership
and she affirmed and acknowledged before me that the facts therein
are true and correct.
GIVEN under my hand and seal this Ilp day of
1988.
(..3...SN\ft n)..._ j‘ \.:WI\..%3 Q. Li..p.._p
NOTARY PUBLIC `
A NITA LYNN CUPP, Notary i
My commission expires: �Wfnn t flt
Stare of ry x.ouri, N
MY Conxnission Expires Mel/ V; iin8
-34-
IN WITNESS WHEREOF, this Agreement may be executed in
multiple counterparts, each of which shall be deemed an original,
and all of which shall constitute one Agreement, by each of the
parties hereto on the dates respectively indicated in the notariza-
tions of said parties. to be effective as of the day and yeas first
above written.
LIMIT TNER /?
�/
)
KATHLEEN V. ANNARELLA
STATE OF l'ilA? Yi_ fAA, ii> ,
cce - e OF '--1 00 c« i to-wit:
I, the undersigned authority, a Notary Public in and for
the jurisdiction aforesaid, do hereby certify. that KATHLEEN V.
ANNARELLA, Limited Partner, known to me (or satisfactorily proven),
personally appeared before me in the said jurisdiction, and made
oath that she signed the foregoing Agreement of Limited Partnership
and she affirmed and acknowledged before me that the facts therein
are true and correct.
GIVEN under my hand and seal this ;00 `"day of 1774v/ ,
1988. C.W. NICOLSON, JR.
NOTARY PUBLIC STATE OF MAF
. _,___.,,___ My Commission Expires July 1,
NOTARY UBLIC
My commission expires: )11/5D
-35-
IN WITNESS WHEREOF, this Agreement may be executed in
multiple counterparts, each of which shall be deemed an original,
and all of which shall constitute one Agreement, by each of the
parties hereto on the dates respectively indicated in the notariza-
tions of said parties, to be effective as of the day and year first
above written.
I:IMITED PARTNER
(SEAL)
IRENE WILLIS
COMMONWEALTH OF VIRGINIA,
;.= f OF f';:tz :-Lr , to-wit:
I, the undersigned authority, a Notary Public in and for
the jurisdiction aforesaid, do hereby certify that IRENE WILLIS,
Limited Partner, known to me (or satisfactorily proven), personally
appeared before me in the said jurisdiction, and made oath that she
signed the foregoing Agreement of Limited Partnership and she
affirmed and acknowledged before me that the facts therein are true
and correct.
GIVEN under my hand and seal this .x 3 day of
1988.
NO+ARY PUB1IC
fi
My commission expires:
-36-
IN WITNESS WHEREOF, this Agreement may be executed in
multiple counterparts, each of which shall be deemed an original,
and all of which shall constitute one Agreement, by each of the
parties hereto on the dates respectively indicated in the notariza-
tions of said parties, to be effectivE as of the day and year first
above written.
L I .ill TED PARTNER
\--, , r, /
--_,. L �. 0 ` - - //
- TA7JNAGE - D . COOPER, , R ., 2
/,
./.' //
i i /(c_. -C " %■ L .- -c-s -''L L -' ( SEAL)
MARY L. IOOPER
-- `/ :/
�
STATE OF / C.YCt..s ,
('colter OF 67xi2r , to-wit:
I, the undersigned authority, a Notary Public in and for
the jurisdiction aforesaid, do hereby certify that TALMAGE D.
COOPER, JR. and MARY L. COOPER, Limited Partner, known to me (or
satisfactorily proven), personally appeared before me in the said
jurisdiction, and made oath that they signed the foregoing
Agreement of Limited Partnership and they affirmed and acknowledged
before me that the facts therein are true and correct.
GIVE i ••, el i hand and seal this , day of , ,
1988. O... .,
*ice
a
\---AeLeee
x'• •.. NOTARY PUBLIC
.h F of ROBERT F. WACHTER
My commission e /":� /�'
-37-
IN WITNESS WHEREOF, this Agreement may be executed in
multiple counterparts, each of which shall be deemed an original,
and all of which shall constitute one Agreement, by each of the
parties hereto on the dates respectively indicated in the notariza-
tions of sad ?arties, to be effective as of the day (aid year first
above written. "
LIMITED PARTNE•• •
(7 4 .' ) 4"/;:-.1 (SEAL)
NELLO B. ALI•f,
) ;',4--,-.) -. . 4 1L -21-- (SEAL)
MARY D WALDRON
STATE OF 1-1/4 4 ,
Cep., f OF rg.,., (/d.,-, to-wit:
I, the undersigned authority, a Notary Public in and for
the jurisdiction aforesaid, do hereby certify that NELLO B. WALDRON
and MARY D. WALDRON, Limited Partner, known to me (or satisfac-
torily proven), personally appeared before me in the said jurisdic-
tion, and made oath that they signed the foregoing Agreement of
Limited Partnership and they affirmed and acknowledged before me
that the facts therein are true and correct.
GIVEN under my hand and seal this 2 - 3- day of Wa� ,
1988. ?
/ - ' -,-,----.- --,
OTARY PUBLIC
My commission expires • MY COMMISSION EXPIRES JUNE 3, 1990
-38-
IN WITNESS WHEREOF, this Agreement may be executed in
multiple counterparts, each of which shall be deemed an original,
and all of which shall constitute one Agreement, by each of the
parties hereto on the dates respectively indicated in the notariza-
tions of said parties, to be effective as of the day and year first
above written.
LIM '' PARTNER
� l / �'
GRANT C. MOON
COMMONWEALTH OF VIRGINIA,
Ccc-/ iti T 7 OF /./iLi ni5 Ali to -wit :
I, the undersigned authority, a Notary Public in and for
the jurisdiction aforesaid, do hereby certify that GRANT C.- MOON.,
Limited Partner, known to me (or satisfactorily proven), personally
appeared before me in the said jurisdiction, and made oath that he
signed the foregoing Agreement of Limited Partnership and he
affirmed and acknowledged before me that the facts therein are true
and correct.
GIVEN under my hand and seal this /( day of ��/,
1988.
OTARY PUBLIC
My commission expires: —/q-
•
-39-
IN WITNESS WHEREOF, this Agreement may be executed in
multiple counterparts, each of which shall be deemed an original,
and all of which shall constitute one Agreement, by each of the
parties hereto on the dates respectively indicated in the notariza-
tions of said parties, to be effective as of the day and year first
abc ve written.
LIMITED PAATNER
, I
� (SEAL)
H. DEAN PAbRY, Trustee
COMMONWEALTH OF VIRGINIA,
OF mss%,. , to-wit:
I, the undersigned authority, a Notary Public in and for
the jurisdiction aforesaid, do hereby certify that H. DEAN PARRY,
Trustee, Limited Partner, known to me (or satisfactorily proven),
personally appeared before me in the said jurisdiction, and made
oath that he signed the foregoing Agreement of Limited Partnership
and he affirmed and acknowledged before me that the facts therein
are true and correct. y�
GIVEN under my hand and seal this /4t4 day of iY %!�c/
1988. O
/..-diaiL4/44./
NOTARY PUBLI
My commission expires: /-5---/9Q0
-40-
IN WITNESS WHEREOF, this Agreement may be executed in
multiple counterparts, each of which shall be deemed an original,
and all of which shall constitute one Agreement, by each of the
parties hereto on the dates respectively indicated in the notariza-
tions of said parties, to be effective as of the day End year first
above written.
LIMITED PARTNER
zfi
C l.� t < _ R L 4I 4 SEAL )
HUGH Id KILMARTIN, LR. , /,,/
Trustee ✓
STATE OF ' J'1o.-4+u�G .a l
OF �,''c > , to -wit:
I, the undersigned authority, a Notary Public in and for
the jurisdiction aforesaid, do hereby certify that HUGH E.
KILMARTIN, JR., Trustee, Limited Partner, known to me (or satis-
factorily proven), personally appeared before me in the said
jurisdiction, and made oath that he signed the foregoing Agreement
of Limited Partnership and he affirmed and acknowledged before me
that the facts therein are true and correct.
GIVEN under my hand and seal this . ' day of ` zz ,
1988.
y� h .
NOTAR PUBLIC
My commission expires: f4/4
•
-41-
IN WITNESS WHEREOF, this Agreement may be executed in
multiple counterparts, each of which shall be deemed an original,
and all of which shall constitute one Agreement, by each of the
parties hereto on the dates respectively indicated in the notariza-
tions of said parties, tc bE effective as of the day and year first
above written.
LI TED PARTNER
• 4/7J 4 1 ( SEAL )
CONSULAR SECTION RUSSELL M. RICHARDS
AMERICAN EMBASSY
STATE OF B. P. 817
OF , -t o -wit:
I, the undersigned authority, a Notary Public in and for
the jurisdiction aforesaid, do hereby certify that RUSSELL M.
RICHARDS, Limited Partner, known to me (or satisfactorily proven),
personally appeared before me in the said jurisdiction, and made
oath that he signed the foregoing Agreement of Limited Partnership
and he affirmed and acknowledged before me that the facts therein
are true and correct.
p cf'L
GIVEN under my hand and seal this l day of , _ , ,
1988.
4 1,ia,e);.g- 1..f----''
N, T Y PUBLIC
Julie 8. Winn
My commission expires: Vice Consul
Idnited Statfrs of Arerich N
-42-
IN WITNESS WHEREOF, this Agreement may be executed in
multiple counterparts, each of which shall be deemed an original,
and all of which shall constitute one Agreement, by each of the
parties hereto on the dates respectively indicated in the notariza-
tions of said parties, to be effectiv( as of the day and year first
above written.
LI M:'TED PARTNER
(SEAL)
SA - ZAH R. MADDEN
STATE OF v� •
Cdr Q OF LAJI, , to-wit:
I, the undersigned authority, a Notary Public in and for
the jurisdiction aforesaid, do hereby certify that SARAH R. MADDEN,
Limited Partner, known to me (or satisfactorily proven), personally
appeared before me in the said jurisdiction, and made oath that she
signed the foregoing Agreement of Limited Partnership and she
affirmed and acknowledged before me that the facts therein are true
and correct.
GIVEN under my hand and seal this 1 day of t4,4
1988.
NOTAR PUBLIC
My commission expires: x43/9 O •
-43-
IN WITNESS WHEREOF, this Agreement may be executed in
multiple counterparts, each of which shall be deemed an original,
and all of which shall constitute one Agreement, by each of the
parties hereto on the dates respectively indicated in the notariza-
tions of sa. d ? arties, to be effective as of the city ;end year first
above written.
LIMITED PARTNER
Av Adi_ _'i� a (SEAL)
'ISEMAR . RIC ".RCS
STATE OF ' .
L OF .-/' to -wit:
I, the undersigned authority, a Notary Public in and for
the jurisdiction aforesaid, do hereby certify that ROSEMARY L.
RICHARDS, Limited Partner, known to me (or satisfactorily proven),
personally appeared before me in the said jurisdiction, and made
oath that she signed the foregoing Agreement of Limited Partnership
and she affirmed and acknowledged before me that the facts therein
are true and correct.
GIVEN under my hand and seal this / day of ,
1988.
NOTAR PUBLIC
My commission expires: 11-- / 0 /7 I
-44-
IN WITNESS WHEREOF, this Agreement may be executed in
multiple counterparts, each of which shall be deemed an original,
and all of which shall constitute one Agreement, by each of the
parties hereto on the dates respectively indicated in the notariza-
tions of said parties, to be effective as of the day and year first
above written.
LIMITED PARTNER
146,M /eC/ 4rGd V.aiu7 (SEA 7,)
ELIABETH R ICHARDS ANA
STATE, OF '`u ,
4 OF' 1_, to-wit:
I, the undersigned authority, a Notary Public in and for
the jurisdiction aforesaid, do hereby certify that ELIZABETH
RICHARDS JANEGA, Limited Partner, known to me (or satisfactorily
proven), personally appeared before me in the said jurisdiction,
and made oath that she signed the foregoing Agreement of Limited
Partnership and she affirmed and acknowledged before me that the
facts therein are true and correct. LP
GIVEN under my hand and seal this / co- day of __
1988.
( ,0_rhp . ' ,. /
�
NOTARY PUBLIC
t
My commission expires: `' 1.-t' - 1t / , / 1O
1934L
-45-
SCHEDULE A
GENERAL PARTNERS
Partnership
Percentage
Name Address Interest
James L. >'cIlvaine, Jr. 6231 Leesburg Pike, quite 600 1%
Falls Church, VA 22(44
Don C. Mcllvaine 6231 Leesburg Pike, Suite 600 1%
Falls Church, VA 22014
R. Daniel Mahaney 8370 Greensboro Drive, #1001 1%
McLean, Virginia 22102
LIMITED PARTNERS
Partnership
Percentage
Name Address Interest
The Frank and Lela Kimball 34300 Lantern Bay Drive 20.9900% '
Family Trust with Villa #102
Frank C. Kimball and Dana Point, California 92629
Lela D. Kimball,
Co- Trustees
/James L. Mcllvaine, Jr. Suite 600, 6231 Leesburg Pike 5.8394%
Falls Church, Virginia 22044
./Don C. Mcllvaine Suite 600, 6231 Leesburg Pike 5.8394%
Falls Church, Virginia 22044
Karen M. Durfee Suite 600, 6231 Leesburg Pike 6.8394%
Falls Church, Virginia 22044
Robert Daniel Mahaney 8370 Greensboro Drive 3.9180
✓ Revocable Trust with #4 -1001
R. Daniel Mahaney as McLean, Virginia 22102
Trustee
Lois C. Mahaney 8370 Greensboro Drive 4.9180 % -
1 Revocable Trust with #4 -1001
Lois C. Mahaney as McLean, Virginia 22102
Trustee
Estate of Merlo J. Jackson & Campbell, P.C. 8.9221%
m y Pusey c/o Benj. W. Suite 300 South,
Dulany, Esq 1120 20th Street, N.W.
Washington, D.C. 20036
-46-
Howard B. and Mary D. 2409 Lakevale Drive 8.7500%
Nelson Family Trust Vienna, Virginia 22180
with Mary D. Nelson,
Trustee
Rula K. Parry 2500 Upland Street 6.5836%
Arlington, Virginia 22207
James L. Mcllvaine, Suite 600, 6231 Leesburg Pike 1.2920% '
Jr., Trustee for Falls Church, Virginia 22044
Mark M. Durfee
James L. Mcllvaine, Suite 600, 6231 Leesburg Pike 1.2920% •
Jr., Trustee for Falls Church, Virginia 22044
Mary Shannon Mcllvaine
James L. Mcllvaine, Suite 600, 6231 Leesburg Pike 1.2920%
Jr., Trustee for Falls Church, Virginia 22044
Kirsten C. Durfee
James L. Mcllvaine, Suite 600, 6231 Leesburg Pike 1.2920
✓ Jr., Trustee for Falls Church, Virginia 22044
Jennifer L. Mcllvaine
James L. Mcllvaine, Suite 600, 6231 Leesburg Pike 1.2920%
,i Jr., Trustee for Falls Church, Virginia 22044
Michael J. Durfee
Laura R. Gillogly P.O. Box 3115 3.3088%
Joplin, Missouri 64803
Kathleen V. Annarella 6108 Overlea Road 2.5000%
Bethesda, Maryland 20816
/Irene Willis 608 Knollwood Drive 2.5000%
Falls Church, Virginia 22046
Talmage D. Cooper, 45 Granburg Circle 2.5000%
,./ Jr. and Mary L. San Antonio, Texas 78218
Cooper, JTWRS
Nello B. Waldron and 802 North Third East 1.8452%
Mary D. Waldron, Tremonton, Utah 84337
JTWRS
- /Grant C. Moon 5229 Yorktown Blvd. 1.4287%
Arlington, Virginia 22207
H. Dean Parry, 2549 Military Road North 1.4287%
Trustee, or his Arlington, Virginia 22207
successors u /t /a
3/16/81
-47-
Hugh E. Kilmartin, 4 Kents Lane 0.4857%
Jr., Trustee, u /t /d Hingham, Massachusetts 02043 -
N / 1/5/82 2108
-- Russell M. Richards 17605 Lyndstrom Cour`: 0.4857%
Gaithersburg, Marlla::d 20854
/Sarah R. Madden 4315 57th Avenue, ►p':. 4 0.4857%
Bladensburg, Maryland 20710
/Rosemary ":... Richards 8309 Fox Run 0.4858%
Potomac, Maryland '.1854
✓ Elizabeth Fichards 12717 Holdridge Road 0.4858%
Janega Silver Spring, Maryland 20906
100.0000%
r
-48-
SCHEDULE B
Legal Desc of Partnership Property
Beginning at 3 point on the Southeasterly side of Alne-
Avenue (Route 3402) sa'.d point marking the P.C. of a return at :he
Southeasterly corner of the intersection of Aline Avenue and
Leesburg Pike (Route #7; as recorded among the land records of
Fairfax County, Virgini - 1, in Deed Book 3578 at page 478; thence
with the Southwesterly s:_de of Leesburg Pike the following courses:
with a curve to the right whose radius is 25.00 feet (and whose
chord is N 88 58' 57" E, 36.27 feet) an arc distance of 40.58
feet; S 44 30' 41" E, 111.47 feet; with a curve to the left
whose radius is 1945.08 feet (and whose chord is S 46 17' 41" E,
121.06 feet) an arc distance of 121.08 feet and S 48 04' 41" E,
316.79 feet to a point on the Westerly line of Builders of Northern
Virginia Inc.,; thence with the Westerly and Southerly lines of
Builders of Northern Virginia Inc., S 30 57' 53" W, 431.98 feet
and S 56 22' 15" E, 20.74 feet to a point; thence running
through the property Freedom Hill Limited Partnership S 42 28'
33" W, 295.93 feet and N. 47° 31' 27" W, 682.15 feet to a point
on the aforementioned Southeasterly side of Aline Avenue; thence
with the South - Southeasterly side of Aline Avenue N 42 28' 33"
E, 696.46 feet to the point of beginning containing 10.58441 acres
of land.
FREEDOM HILL LIMITED PARTNERSHIP
ELECTION OF REMAINING GENERAL PARTNERS
TO CONTINUE THE PARTNERSHIP
We, James L. Mcllvaine and Don C. Mcllvaine, being all the remaining general
partners in Freedom Hill Limited Partnership, a Virginia limited partnership (the
"Partnership "), hereby elect, in accordance with Section 14(c) of the Restated and Amended
Agreement of Limited Partnership of the Partnership dated May 11, 1981, to continue the
Partnership and to carry on the business of the Partnership without the dissolution of the
Partnership on and after the death of R. Daniel Mahaney. As a consequence of the death of R.
Daniel Mahaney, his entire interest as a general partner in the Partnership shall be converted
into a Limited Partnership Interest.
?1'!
IN WITNESS HEREOF, we have executed this election as of the l day of June,
1999.
James L. Mcllvaine
c 4
o on C. McIlvain
•
FREEDOM HILL LIMITED PARTNERSHIP
CONSENT TO SALE OF PROPERTY
The undersigned hereby consents to the sale by Freedom Hill Limited
Partnership (the "Partnership ") of its College Station, Texas and McGehee,
Arkansas Wal -Mart store properties at an aggregate sale price of $8,000,000.00,
with the closing on each property being contingent upon closing occurring on the
other property and with each Contract providing the Partnership with the option of
structuring a tax - deferred exchange if the General Partners are able to find a
reasonable exchange property or properties. The undersigned hereby authorizes
the General Partners to take such steps as they reasonably deem appropriate to
consummate such a sale.
Approved by:
, 4...)/
aced: - a $
#852466v1 Consent to Sale 12928/12365
FREEDOM HILL LIMITED PARTNERSHIP
CONSENT TO SALE OF PROPERTY
The undersigned hereby consents to the sale by Freedom Hill Limited
Partnership (the "Partnership ") of its College Station, Texas and McGehee,
Arkansas Wal -Mart store properties at an aggregate sale price of $8,000,000.00,
with the closing on each property being contingent upon closing occurring on the
other property and with each Contract providing the Partnership with the option of
structuring a tax - deferred exchange if the General Partners are able to find a
reasonable exchange property or properties. The undersigned hereby authorizes
the General Partners to take such steps as they reasonably deem appropriate to
consummate such a sale.
Approved by:
/
ated: 0 , f S" Loo 7
#852466v1 Consent to Sale 12928/12365
FREEDOM HILL LIMITED PARTNERSHIP
CONSENT TO SALE OF PROPERTY
The undersigned hereby consents to the sale by Freedom Hill Limited
Partnership (the "Partnership ") of its College Station, Texas and McGehee,
Arkansas Wal -Mart store properties at an aggregate sale price of $8,000,000.00,
with the closing on each property being contingent upon closing occurring on the
other property and with each Contract providing the Partnership with the option of
structuring a tax - deferred exchange if the General Partners are able to find a
reasonable exchange property or properties. The undersigned hereby authorizes
the General Partners to take such steps as they reasonably deem appropriate to
consummate such a sale.
Approved by:
Dated: d . / 2 ba 7
#852466v1 Consent to Sale 12928/12365
FREEDOM HILL LIMITED PARTNERSHIP
CONSENT TO SALE OF PROPERTY
The undersigned hereby consents to the sale by Freedom Hill Limited
Partnership (the "Partnership ") of its College Station, Texas and McGehee,
Arkansas Wal -Mart store properties at an aggregate sale price of $8,000,000.00,
with the closing on each property being contingent upon closing occurring on the
other property and with each Contract providing the Partnership with the option of
structuring a tax - deferred exchange if the General Partners are able to find a
reasonable exchange property or properties. The undersigned hereby authorizes
the General Partners to take such steps as they reasonably deem appropriate to
consummate such a sale.
Approved by:
"Ytt- A .
Dated: 6 4. (9 , ?
#852466v1 Consent to Sale 12928/12365
FREEDOM HILL LIMITED PARTNERSHIP
CONSENT TO SALE OF PROPERTY
The undersigned hereby consents to the sale by Freedom Hill Limited
Partnership (the "Partnership") of its College Station, Texas and McGehee,
Arkansas Wal -Mart store properties at an aggregate sale price of $8,000,000.00,
with the closing on each property being contingent upon closing occurring on the
other property and with each Contract providing the Partnership with the option of
structuring a tax - deferred exchange if the General Partners are able to find a
reasonable exchange property or properties. The undersigned hereby authorizes
the General Partners to take such steps as they reasonably deem appropriate to
consummate such a sale.
Approved by:
/ / IL:A_ 1. A.....4/g2-
1
Dated: Oa fJ Zoo 7
#852466v1 Consent to Sale 12928/12365
FREEDOM HILL LIMITED PARTNERSHIP
CONSENT TO SALE OF PROPERTY
The undersigned hereby consents to the sale by Freedom Hill Limited
Partnership (the "Partnership ") of its College Station, Texas and McGehee,
Arkansas Wal -Mart store properties at an aggregate sale price of $8,000,000.00,
with the closing on each property being contingent upon closing occurring on the
other property and with each Contract providing the Partnership with the option of
structuring a tax - deferred exchange if the General Partners are able to find a
reasonable exchange property or properties. The undersigned hereby authorizes
the General Partners to take such steps as they reasonably deem appropriate to
consummate such a sale.
Approved by:
1 Zite---/
L
Dated: 2 D 7
#852466v1 Consent to Sale 12928/12365
•
•
FREEDOM HILL LIMITED PARTNERSHIP
CONSENT TO SALE OF PROPERTY
The undersigned hereby consents to the sale by Freedom Hill Limited
Partnership (the "Partnership ") of its College Station, Texas and McGehee,
Arkansas Wal -Mart store properties at an aggregate sale price of $8,000,000.00,
with the closing on each property being contingent upon closing occurring on the
other property and with each Contract providing the Partnership with the option of
structuring a tax - deferred exchange if the General Partners are able to find a
reasonable exchange property or properties. The undersigned hereby authorizes
the General Partners to take such steps as they reasonably deem appropriate to
consummate such a sale.
Approved by:
Dated: f , /3
#852466v1 Consent to Sale 12928/12365
FREEDOM HILL LIMITED PARTNERSHIP
CONSENT TO SALE OF PROPERTY
The undersigned hereby consents to the sale by Freedom Hill Limited
Partnership (the "Partnership") of its College Station, Texas and McGehee,
Arkansas Wal -Mart store properties at an aggregate sale price of $8,000,000.00,
with the closing on each property being contingent upon closing occurring on the
other property and with each Contract providing the Partnership with the option of
structuring a tax - deferred exchange if the General Partners are able to find a
reasonable exchange property or properties. The undersigned hereby authorizes
the General Partners to take such steps as they reasonably deem appropriate to
consummate such a sale.
Appro -
Date.: _ cC %''C %'C
48524660 Consent to Sale 12928/12365
Win, r .
FREEDOM HILL LIMITED PARTNERSHIP
CONSENT TO SALE OF PROPERTY
The undersigned hereby consents to the sale by Freedom Hill Limited
Partnership (the "Partnership ") of its College Station, Texas and McGehee,
Arkansas Wal -Mart store properties at an aggregate sale price of $8,000,000.00,
with the closing on each property being contingent upon closing occurring on the
other property and with each Contract providing the Partnership with the option of
structuring a tax - deferred exchange if the General Partners are able to find a
reasonable exchange property or properties. The undersigned hereby authorizes
the General Partners to take such steps as they reasonably deem appropriate to
consummate such a sale.
Approved by:
, A , _, 1 a �� _� ■••/
D. ed: (I-/- cZO a
#852466v1 Consent to Sale 12928/12365
/oJc/n/q/C(( ``1C�•ei S U: V ,k
FREEDOM HILL LIMITED PARTNERSHIP
CONSENT TO SALE OF PROPERTY
The undersigned hereby consents to the sale by Freedom Hill Limited
Partnership (the "Partnership ") of its College Station, Texas and McGehee,
Arkansas Wal -Mart store properties at an aggregate sale price of $8,000,000.00,
with the closing on each property being contingent upon closing occurring on the
other property and with each Contract providing the Partnership with the option of
structuring a tax - deferred exchange if the General Partners are able to find a
reasonable exchange property or properties. The undersigned hereby authorizes
the General Partners to take such steps as they reasonably deem appropriate to
consummate such a sale.
Approved by:
)6 V- -
Dated: o a. 2-3 L co ?
#852466v1 Consent to Sale 12928/12365
FREEDOM HILL LIMITED PARTNERSHIP
CONSENT TO SALE OF PROPERTY
The undersigned hereby consents to the sale by Freedom Hill Limited
Partnership (the "Partnership ") of its College Station, Texas and McGehee,
Arkansas Wal -Mart store properties at an aggregate sale price of $8,000,000.00,
with the closing on each property being contingent upon closing occurring on the
other property and with each Contract providing the Partnership with the option of
structuring a tax - deferred exchange if the General Partners are able to find a
reasonable exchange property or properties. The undersigned hereby authorizes
the General Partners to take such steps as they reasonably deem appropriate to
consummate such a sale.
Approved by:
Dated: Q _ 2-3 Zo-a- 7
#852466v1 Consent to Sale 12928/12365
•
FREEDOM HILL LIMITED PARTNERSHIP
CONSENT TO SALE OF PROPERTY
The undersigned hereby consents to the sale by Freedom Hill Limited
Partnership (the "Partnership ") of its College Station, Texas and McGehee,
Arkansas Wal -Mart store properties at an aggregate sale price of $8,000,000.00,
with the closing on each property being contingent upon closing occurring on the
other property and with each Contract providing the Partnership with the option of
structuring a tax - deferred exchange if the General Partners are able to find a
reasonable exchange property or properties. The undersigned hereby authorizes
the General Partners to take such steps as they reasonably deem appropriate to
consummate such a sale.
Approved by:
(
Dated: 13 20-0-/
#852466v1 Consent to Sale 12928/12365
(� (C-39L-
FREEDOM HILL LIMITED PARTNERSHIP
CONSENT TO SALE OF PROPERTY
The undersigned hereby consents to the sale by Freedom Hill Limited
Partnership (the "Partnership ") of its College Station, Texas and McGehee,
Arkansas Wal -Mart store properties at an aggregate sale price of $8,000,000.00,
with the closing on each property being contingent upon closing occurring on the
other property and with each Contract providing the Partnership with the option of
structuring a tax - deferred exchange if the General Partners are able to find a
reasonable exchange property or properties. The undersigned hereby authorizes
the General Partners to take such steps as they reasonably deem appropriate to
consummate such a sale.
Approved by:
Dated: D r- Z 2rzr 7
#852466v1 Consent to Sale 12928/12365
FREEDOM HILL LIMITED PARTNERSHIP
CONSENT TO SALE OF PROPERTY
The undersigned hereby consents to the sale by Freedom Hill Limited
Partnership (the "Partnership ") of its College Station, Texas and McGehee,
Arkansas Wal -Mart store properties at an aggregate sale price of $8,000,000.00,
with the closing on each property being contingent upon closing occurring on the
other property and with each Contract providing the Partnership with the option of
structuring a tax - deferred exchange if the General Partners are able to find a
reasonable exchange property or properties. The undersigned hereby authorizes
the General Partners to take such steps as they reasonably deem appropriate to
consummate such a sale.
Approved by:
, )4k `,4-2v,_,/
Dated: v z 3 z 00 7
i
#852466v1 Consent to Sale 12928/12365
ice
--ter r i i . _ .)
FREEDOM HILL LIMITED PARTNERSHIP
CONSENT TO SALE OF PROPERTY
The undersigned hereby consents to the sale by Freedom Hill Limited
Partnership (the "Partnership ") of its College Station, Texas and McGehee,
Arkansas Wal -Mart store properties at an aggregate sale price of $8,000,000.00,
with the closing on each property being contingent upon closing occurring on the
other property and with each Contract providing the Partnership with the option of
structuring a tax - deferred exchange if the General Partners are able to find a
reasonable exchange property or properties. The undersigned hereby authorizes
the General Partners to take such steps as they reasonably deem appropriate to
consummate such a sale.
Approved by:
Dated: z 3 z cal
#852466v1 Consent to Sale 12928/12365
FREEDOM HILL LIMITED PARTNERSHIP
CONSENT TO SALE OF PROPERTY
The undersigned hereby consents to the sale by Freedom Hill Limited
Partnership (the "Partnership ") of its College Station, Texas and McGehee,
Arkansas Wal -Mart store properties at an aggregate sale price of $8,000,000.00,
with the closing on each property being contingent upon closing occurring on the
other property and with each Contract providing the Partnership with the option of
structuring a tax - deferred exchange if the General Partners are able to find a
reasonable exchange property or properties. The undersigned hereby authorizes
the General Partners to take such steps as they reasonably deem appropriate to
consummate such a sale.
Approved by:
• 44.."_
'dam
Dated: �ete �J mod 2e)0?-
#852466v1 Consent to Sale 12928/12365
t) rl 9 .L
•
f
FREEDOM HILL LIMITED PARTNERSHIP
CONSENT TO SALE OF PROPERTY
The undersigned hereby consents to the sale by Freedom Hill Limited
Partnership (the "Partnership ") of its College Station, Texas and McGehee,
Arkansas Wal -Mart store properties at an aggregate sale price of $8,000,000.00,
with the closing on each property being contingent upon closing occurring on the
other property and with each Contract providing the Partnership with the option of
structuring a tax - deferred exchange if the General Partners are able to find a
reasonable exchange property or properties. The undersigned hereby authorizes
the General Partners to take such steps as they reasonably deem appropriate to
consummate such a sale.
Approved by:
_ ��
Dated: t (1 10-7
#852466v1 Consent to Sale 12928/12365
i. in � I
FREEDOM HILL LIMITED PARTNERSHIP
CONSENT TO SALE OF PROPERTY
The undersigned hereby consents to the sale by Freedom Hill Limited
Partnership (the "Partnership ") of its College Station, Texas and McGehee,
Arkansas Wal -Mart store properties at an aggregate sale price of $8,000,000.00,
with the closing on each property being contingent upon closing occurring on the
other property and with each Contract providing the Partnership with the option of
structuring a tax - deferred exchange if the General Partners are able to find a
reasonable exchange property or properties. The undersigned hereby authorizes
the General Partners to take such steps as they reasonably deem appropriate to
consummate such a sale.
Approv94 by:
I f
Dated: /0 — lc' 20u7
#852466v1 Consent to Sale 12928/12365
FREEDOM HILL LIMITED PARTNERSHIP
CONSENT TO SALE OF PROPERTY
The undersigned hereby consents to the sale by Freedom Hill Limited
Partnership (the "Partnership ") of its College Station, Texas and McGehee,
Arkansas Wal -Mart store properties at an aggregate sale price of $8,000,000.00,
with the closing on each property being contingent upon closing occurring on the
other property and with each Contract providing the Partnership with the option of
structuring a tax - deferred exchange if the General Partners are able to find a
reasonable exchange property or properties. The undersigned hereby authorizes
the General Partners to take such steps as they reasonably deem appropriate to
consummate such a sale.
Approved by:
LeIL _�►j�
Dated: � 1
#852466v1 Consent to Sale 12928/12365
- i
FREEDOM HILL LIMITED PARTNERSHIP
CONSENT TO SALE OF PROPERTY
The undersigned hereby consents to the sale by Freedom Hill Limited
Partnership (the "Partnership ") of its College Station, Texas and McGehee,
Arkansas Wal -Mart store properties at an aggregate sale price of $8,000,000.00,
with the closing on each property being contingent upon closing occurring on the
other property and with each Contract providing the Partnership with the option of
structuring a tax - deferred exchange if the General Partners are able to find a
reasonable exchange property or properties. The undersigned hereby authorizes
the General Partners to take such steps as they reasonably deem appropriate to
consummate such a sale.
Approved by:
i
Dated: lfJ / - v
#852466v1 Consent to Sale 12928/12365
i��o c-1, 2 . ? Yv
FREEDOM HILL LIMITED PARTNERSHIP
CONSENT TO SALE OF PROPERTY
The undersigned hereby consents to the sale by Freedom Hill Limited
Partnership (the "Partnership ") of its College Station, Texas and McGehee,
Arkansas Wal -Mart store properties at an aggregate sale price of $8,000,000.00,
with the closing on each property being contingent upon closing occurring on the
other property and with each Contract providing the Partnership with the option of
structuring a tax - deferred exchange if the General Partners are able to find a
reasonable exchange property or properties. The undersigned hereby authorizes
the General Partners to take such steps as they reasonably deem appropriate to
consummate such a sale.
Approved by:
t �
Dated: ON i /07
#852466v1 Consent to Sale 12928/12365
FREEDOM HILL LIMITED PARTNERSHIP
CONSENT TO SALE OF PROPERTY
The undersigned hereby consents to the sale by Freedom Hill Limited
Partnership (the "Partnership ") of its College Station, Texas and McGehee,
Arkansas Wal -Mart store properties at an aggregate sale price of $8,000,000.00,
with the closing on each property being contingent upon closing occurring on the
other property and with each Contract providing the Partnership with the option of
structuring a tax - deferred exchange if the General Partners are able to find a
reasonable exchange property or properties. The undersigned hereby authorizes
the General Partners to take such steps as they reasonably deem appropriate to
consummate such a sale.
Approved by: ,D
,■eiAtik
Dated: Oc 15 2oa 7
#852466v1 Consent to Sale 12928/12365
i
FREEDOM HILL LIMITED PARTNERSHIP
CONSENT TO SALE OF PROPERTY
The undersigned hereby consents to the sale by Freedom Hill Limited
Partnership (the "Partnership ") of its College Station, Texas and McGehee,
Arkansas Wal -Mart store properties at an aggregate sale price of $8,000,000.00,
with the closing on each property being contingent upon closing occurring on the
other property and with each Contract providing the Partnership with the option of
structuring a tax - deferred exchange if the General Partners are able to find a
reasonable exchange property or properties. The undersigned hereby authorizes
the General Partners to take such steps as they reasonably deem appropriate to
consummate such a sale.
Approved by:
I`
Dated: /6. 0 ( Z 4--
#852466v1 Consent to Sale 12928/12365
FREEDOM HILL LIMITED PARTNERSHIP
CONSENT TO SALE OF PROPERTY
The undersigned hereby consents to the sale by Freedom Hill Limited
Partnership (the "Partnership ") of its College Station, Texas and McGehee,
Arkansas Wal -Mart store properties at an aggregate sale price of $8,000,000.00,
with the closing on each property being contingent upon closing occurring on the
other property and with each Contract providing the Partnership with the option of
structuring a tax - deferred exchange if the General Partners are able to find a
reasonable exchange property or properties. The undersigned hereby authorizes
the General Partners to take such steps as they reasonably deem appropriate to
consummate such a sale.
Approved by:
Dated:
#852466v1 Consent to Sale 12928/12365
/ _ _ _ n ..
•
FREEDOM HILL LIMITED PARTNERSHIP
CONSENT TO SALE OF PROPERTY
The undersigned hereby consents to the sale by Freedom Hill Limited
Partnership (the "Partnership ") of its College Station, Texas and McGehee,
Arkansas Wal -Mart store properties at an aggregate sale price of $8,000,000.00,
with the closing on each property being contingent upon closing occurring on the
other property and with each Contract providing the Partnership with the option of
structuring a tax - deferred exchange if the General Partners are able to find a
reasonable exchange property or properties. The undersigned hereby authorizes
the General Partners to take such steps as they reasonably deem appropriate to
consummate such a sale.
Approved by:
f ,
t ed: to( )o 07
#852466v1 Consent to Sale 12928/12365
FREEDOM HILL LIMITED PARTNERSHIP
CONSENT TO SALE OF PROPERTY
The undersigned hereby consents to the sale by Freedom Hill. Limited
Partnership (the "Partnership ") of its College Station, Texas and McGehee,
Arkansas Wal -Mart store properties at an aggregate sale price of $8,000,000.00,
with the closing on each property being contingent upon closing occurring on the
other property and with each Contract providing the Partnership with the option of
structuring a tax - deferred exchange if the General Partners are able to find a
reasonable exchange property or properties. The undersigned hereby authorizes
the General Partners to take such steps as they reasonably deem appropriate to
consummate such a sale.
Approved by:
Dated: /0 /(6, 7o 7
#852466v1 Consent to Sale 12928/12365
FREEDOM HILL LIMITED PARTNERSHIP
CONSENT TO SALE OF PROPERTY
The undersigned hereby consents to the sale by Freedom Hill Limited
Partnership (the "Partnership ") of its College Station, Texas and McGehee,
Arkansas Wal -Mart store properties at an aggregate sale price of $8,000,000.00,
with the closing on each property being contingent upon closing occurring on the
other property and with each Contract providing the Partnership with the option of
structuring a tax - deferred exchange if the General Partners are able to find a
reasonable exchange property or properties. The undersigned hereby authorizes
the General Partners to take such steps as they reasonably deem appropriate to
consummate such a sale.
Approved by:
/. g I ig L2
i
P a ; A: // i
#852466v1 Consent to Sale 12928/12365
( t 1 A, ,A p7 !1 4 J / n. , h
•
FREEDOM HILL LIMITED PARTNERSHIP
CONSENT TO SALE OF PROPERTY
The undersigned hereby consents to the sale by Freedom Hill Limited
Partnership (the "Partnership ") of its College Station, Texas and McGehee,
Arkansas Wal -Mart store properties at an aggregate sale price of $8,000,000.00,
with the closing on each property being contingent upon closing occurring on the
other property and with each Contract providing the Partnership with the option of
structuring a tax - deferred exchange if the General Partners are able to find a
reasonable exchange property or properties. The undersigned hereby authorizes
the General Partners to take such steps as they reasonably deem appropriate to
consummate such a sale.
Approved by:
Dated: (�t'� /� ,19 7
#852466v1 Consent to Sale 12928/12365
( \ 5l)Y4 ill //7 l.C t '
FREEDOM HILL LIMITED PARTNERSHIP
CONSENT TO SALE OF PROPERTY
The undersigned hereby consents to the sale by Freedom Hill Limited
Partnership (the "Partnership ") of its College Station, Texas and McGehee,
Arkansas Wal -Mart store properties at an aggregate sale price of $8,000,000.00,
with the closing on each property being contingent upon closing occurring on the
other property and with each Contract providing the Partnership with the option of
structuring a tax - deferred exchange if the General Partners are able to find a
reasonable exchange property or properties. The undersigned hereby authorizes
the General Partners to take such steps as they reasonably deem appropriate to
consummate such a sale.
Approved by:
161 '7 0 -' / 1/ \ 6 C 3,
Dated: /01 /7-
#852466v1 Consent to Sale 12928/12365
FREEDOM HILL LIMITED PARTNERSHIP
CONSENT TO SALE OF PROPERTY
The undersigned hereby consents to the sale by Freedom Hill Limited
Partnership (the "Partnership ") of its College Station, Texas and McGehee,
Arkansas Wal -Mart store properties at an aggregate sale price of $8,000,000.00,
with the closing on each property being contingent upon closing occurring on the
other property and with each Contract providing the Partnership with the option of
structuring a tax - deferred exchange if the General Partners are able to find a
reasonable exchange property or properties. The undersigned hereby authorizes
the General Partners to take such steps as they reasonably deem appropriate to
consummate such a sale.
Appr ved by: _
• (a I ° / (11 7
, .
X
Dated: a/./6_ 200
#852466v1 Consent to Sale 12928/12365
FREEDOM HILL LIMITED PARTNERSHIP
CONSENT TO SALE OF PROPERTY
The undersigned hereby consents to the sale by Freedom Hill Limited
Partnership (the "Partnership ") of its College Station, Texas and McGehee,
Arkansas Wal -Mart store properties at an aggregate sale price of $8,000,000.00,
with the closing on each property being contingent upon closing occurring on the
other property and with each Contract providing the Partnership with the option of
structuring a tax - deferred exchange if the General Partners are able to find a
reasonable exchange property or properties. The undersigned hereby authorizes
the General Partners to take such steps as they reasonably deem appropriate to
consummate such a sale.
Approved by:
Dated: /.0//
#852466v1 Consent to Sale 12928/12365
FREEDOM HILL LIMITED PARTNERSHIP
CONSENT TO SALE OF PROPERTY
The undersigned hereby consents to the sale by Freedom Hill Limited
Partnership (the "Partnership ") of its College Station, Texas and McGehee,
Arkansas Wal -Mart store properties at an aggregate sale price of $8,000,000.00,
with the closing on each property being contingent upon closing occurring on the
other property and with each Contract providing the Partnership with the option of
structuring a tax - deferred exchange if the General Partners are able to find a
reasonable exchange property or properties. The undersigned hereby authorizes
the General Partners to take such steps as they reasonably deem appropriate to
consummate such a sale.
Approved by:
J I { /
I. elA
Dated: /If d
f #852466v1 Consent to Sale 12928/12365 \JL--'72A—
y--e}-,-L- G� /
0, 4 L�ce--.)
c__.,r--,-, ./y ...c_____
y' - - G
7/ • .
,, , 7 -Q7 , ..________
7 //, a. )_e_4__„_rL__
FREEDOM HILL LIMITED PARTNERSHIP
CONSENT TO SALE OF PROPERTY
The undersigned hereby consents to the sale by Freedom Hill Limited
Partnership (the "Partnership ") of its College Station, Texas and McGehee,
Arkansas Wal -Mart store properties at an aggregate sale price of $8,000,000.00,
with the closing on each property being contingent upon closing occurring on the
other property and with each Contract providing the Partnership with the option of
structuring a tax - deferred exchange if the General Partners are able to find a
reasonable exchange property or properties. The undersigned hereby authorizes
the General Partners to take such steps as they reasonably deem appropriate to
consummate such a sale.
Approved by:
AP
r • �'... .
Dated: WO 7
#852466v1 Consent to Sale 12928/12365
FREEDOM HILL LIMITED PARTNERSHIP
CONSENT TO SALE OF PROPERTY
The undersigned hereby consents to the sale by Freedom Hill Limited
Partnership (the "Partnership ") of its College Station, Texas and McGehee,
Arkansas Wal -Mart store properties at an aggregate sale price of $8,000,000.00,
with the closing on each property being contingent upon closing occurring on the
other property and with each Contract providing the Partnership with the option of
structuring a tax - deferred exchange if the General Partners are able to find a
reasonable exchange property or properties. The undersigned hereby authorizes
the General Partners to take such steps as they reasonably deem appropriate to
consummate such a sale.
Approved by: A/�€`/ 4 u se y
i
2
Dated: /0 (3
#852466v1 Consent to Sale 12928/12365
1
FREEDOM HILL LIMITED PARTNERSHIP
CONSENT TO SALE OF PROPERTY
The undersigned hereby consents to the sale by Freedom Hill Limited
Partnership (the "Partnership ") of its College Station, Texas and McGehee,
Arkansas Wal -Mart store properties at an aggregate sale price of $8,000,000.00,
with the closing on each property being contingent upon closing occurring on the
other property and with each Contract providing the Partnership with the option of
structuring a tax - deferred exchange if the General Partners are able to find a
reasonable exchange property or properties. The undersigned hereby authorizes
the General Partners to take such steps as they reasonably deem appropriate to
consummate such a sale.
Approved by:
6,tt, ricH,) yr--_,
Dated: ez ,A/ / 3 D v J
#852466v1 Consent to Sale 12928/12365
FREEDOM HILL LIMITED PARTNERSHIP
CONSENT TO SALE OF PROPERTY
The undersigned hereby consents to the sale by Freedom Hill Limited
Partnership (the "Partnership ") of its College Station, Texas and McGehee,
Arkansas Wal -Mart store properties at an aggregate sale price of $8,000,000.00,
with the closing on each property being contingent upon closing occurring on the
other property and with each Contract providing the Partnership with the option of
structuring a tax - deferred exchange if the General Partners are able to find a
reasonable exchange property or properties. The undersigned hereby authorizes
the General Partners to take such steps as they reasonably deem appropriate to
consummate such a sale.
Approved by:
// /
Dated: e L I'
#852466v1 Consent to Sale 12928/12365
,
FREEDOM HILL LIMITED PARTNERSHIP
CONSENT TO SALE OF PROPERTY
The undersigned hereby consents to the sale by Freedom Hill Limited
Partnership (the "Partnership ") of its College Station, Texas and McGehee,
Arkansas Wal -Mart store properties at an aggregate sale price of $8,000,000.00,
with the closing on each property being contingent upon closing occurring on the
other property and with each Contract providing the Partnership with the option of
structuring a tax- deferred exchange if the General Partners are able to find a
reasonable exchange property or properties. The undersigned hereby authorizes
the General Partners to take such steps as they reasonably deem appropriate to
consummate such a sale.
Approved by:
friL
Dated: 61 _ //, C 7
#852466v1 Consent to Sale 12928/12365
FREEDOM HILL LIMITED PARTNERSHIP
CONSENT TO SALE OF PROPERTY
The undersigned hereby consents to the sale by Freedom Hill Limited
Partnership (the "Partnership") of its College Station, Texas and McGehee,
Arkansas Wal -Mart store properties at an aggregate sale price of $8,000,000.00,
with the closing on each property being contingent upon closing occurring on the
other property and with each Contract providing the Partnership with the option of
structuring a tax - deferred exchange if the General Partners are able to find a
reasonable exchange property or properties. The undersigned hereby authorizes
the General Partners to take such steps as they reasonably deem appropriate to
consummate such a sale.
Approved by:
4 /e'd 6 .
Dated: e at I ' 2oo
#852466v1 Consent to Sale 12928/12365
FREEDOM HILL LIMITED PARTNERSHIP
CONSENT TO SALE OF PROPERTY
The undersigned hereby consents to the sale by Freedom Hill Limited
Partnership (the "Partnership ") of its College Station, Texas and McGehee,
Arkansas Wal -Mart store properties at an aggregate sale price of $8,000,000.00,
with the closing on each property being contingent upon closing occurring on the
other property and with each Contract providing the Partnership with the option of
structuring a tax - deferred exchange if the General Partners are able to find a
reasonable exchange property or properties. The undersigned hereby authorizes
the General Partners to take such steps as they reasonably deem appropriate to
consummate such a sale.
Approved by:
Y\461in
Dated: \ O — a °` — v — 1
#852466v1 Consent to Sale 12928/12365
FREEDOM HILL LIMITED PARTNERSHIP
CONSENT TO SALE OF PROPERTY
The undersigned hereby consents to the sale by Freedom Hill Limited
Partnership (the "Partnership ") of its College Station, Texas and McGehee,
Arkansas Wal -Mart store properties at an aggregate sale price of $8,000,000.00,
with the closing on each property being contingent upon closing occurring on the
other property and with each Contract providing the Partnership with the option of
structuring a tax - deferred exchange if the General Partners are able to find a
reasonable exchange property or properties. The undersigned hereby authorizes
the General Partners to take such steps as they reasonably deem appropriate to
consummate such a sale.
Approved by:
c?,
Dated: C 0( 07
#852466v1 Consent to Sale 12928/12365
FREEDOM HILL LIMITED PARTNERSHIP
CONSENT TO SALE OF PROPERTY
The undersigned hereby consents to the sale by Freedom Hill Limited
Partnership (the "Partnership ") of its College Station, Texas and McGehee,
Arkansas Wal -Mart store properties at an aggregate sale price of $8,000,000.00,
with the closing on each property being contingent upon closing occurring on the
other property and with each Contract providing the Partnership with the option of
structuring a tax - deferred exchange if the General Partners are able to find a
reasonable exchange property or properties. The undersigned hereby authorizes
the General Partners to take such steps as they reasonably deem appropriate to
consummate such a sale.
Approved by:
4144 (
e
Dated: /v /.„1. 7
#852466v1 Consent to Sale 12928/12365
FREEDOM HILL LIMITED PARTNERSHIP
CONSENT TO SALE OF PROPERTY
The undersigned hereby consents to the sale by Freedom Hill Limited
Partnership (the "Partnership ") of its College Station, Texas and McGehee,
Arkansas Wal -Mart store properties at an aggregate sale price of $8,000,000.00,
with the closing on each property being contingent upon closing occurring on the
other property and with each Contract providing the Partnership with the option of
structuring a tax - deferred exchange if the General Partners are able to find a
reasonable exchange property or properties. The undersigned hereby authorizes
the General Partners to take such steps as they reasonably deem appropriate to
consummate such a sale.
Approved by:
Dated: j 020 7
#852466v1 Consent to Sale 12928/12365
fl/1 n .\ A I O . f/ f
FREEDOM HILL LIMITED PARTNERSHIP
CONSENT TO SALE OF PROPERTY
The undersigned hereby consents to the sale by Freedom Hill Limited
Partnership (the "Partnership ") of its College Station, Texas and McGehee,
Arkansas Wal -Mart store properties at an aggregate sale price of $8,000,000.00,
with the closing on each property being contingent upon closing occurring on the
other property and with each Contract providing the Partnership with the option of
structuring a tax - deferred exchange if the General Partners are able to find a
reasonable exchange property or properties. The undersigned hereby authorizes
the General Partners to take such steps as they reasonably deem appropriate to
consummate such a sale.
Approved by:
Dated: 14- �� 4
#852466v1 Consent to Sale 12928/12365
ci6i41.—i6 a.
FREEDOM HILL LIMITED PARTNERSHIP
CONSENT TO SALE OF PROPERTY
The undersigned hereby consents to the sale by Freedom Hill Limited
Partnership (the "Partnership ") of its College Station, Texas and McGehee,
Arkansas Wal -Mart store properties at an aggregate sale price of $8,000,000.00,
with the closing on each property being contingent upon closing occurring on the
other property and with each Contract providing the Partnership with the option of
structuring a tax- deferred exchange if the General Partners are able to find a
reasonable exchange property or properties. The undersigned hereby authorizes
the General Partners to take such steps as they reasonably deem appropriate to
consummate such a sale.
A
Dated: /D/14
#852466v1 Consent to Sale 12928/12365
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