HomeMy WebLinkAboutResolution No. 2013-013
CITY OF THE COLONY, TEXAS
RESOLUTION NO.2013-013
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF THE
COLONY, TEXAS, AUTHORIZING AND APPROVING THE
EXECUTION OF A FIRST AMENDMENT TO REAL ESTATE
CONTRACT OF SALE, AMENDED AND RESTATED PROMISSORY
NOTE, CORRECTION SPECIAL WARRANTY DEED, CORRECTION
DEED OF TRUST, AND ALL NECESSARY DOCUMENTS BY AND
BETWEEN THE COLONY LOCAL DEVELOPMENT CORPORATION,
THE COLONY ECONOMIC DEVELOPMENT CORPORATION, THE
COLONY COMMUNITY DEVELOPMENT CORPORATION, AND 121
ACQUISITION COMPANY, LLC, A TEXAS LIMITED LIABILITY
COMPANY, CONCERNING THE ACQUISITION OF AN UNDIVIDED
INTEREST IN AN APPROXIMATELY 346.70 ACRE TRACT OF LAND
GENERALLY LOCATED ALONG THE SOUTH SIDE OF AND
ADJACENT TO THE SAM RAYBURN TOLLWAY (STATE HIGHWAY
121), NORTH OF AND ADJACENT TO PLANO PARKWAY, AND WEST
OF SPRING CREEK PARKWAY; PROVIDING A SEVERABILITY
CLAUSE; AND PROVIDING FOR AN EFFECTIVE DATE.
WHEREAS, The Colony Economic Development Corporation (hereinafter.referred to
as the "EDC") is a Type A Community Development corporation, created pursuant to Chapter
504 of the Texas Local Government Code, as amended; and
WHEREAS, The Colony Community Development Corporation (hereinafter referred
to as the "CDC") is a Type B Community Development corporation, created pursuant to Chapter
505 of the Texas Local Government Code, as amended; and
WHEREAS, The Colony Local Development Corporation (hereinafter referred to as
the "LDC") is a Texas non-profit corporation, created pursuant to Subchapter D of Chapter 431
of the Texas Transportation Code, as amended, and Chapter 394 of the Texas Local Government
Code, as amended; and
WHEREAS, on September 26, 2012, CDC and LDC previously executed that certain Real
Estate Contract of Sale, effective September 26, 2012 (hereinafter referred to as the "Original
Contract"), by and between CDC and LDC collectively as the "Purchaser" and 121 Acquisition
Company, LLC ("121 Acquisition"), as the "Seller"; and
WHEREAS, CDC, LDC and 121 Acquisition previously closed the transaction
contemplated by the Original Contract on or about September 26, 2012 but now desire to amend the
Original Contract to correct certain mutual and inadvertent errors including (a) the failure to include
the EDC as a constituent part of the Purchaser, (b) the inaccurate undivided interests to be
respectively acquired by the parties constituting the Purchaser and inaccurate allocation of liabilities
associated therewith, (c) the incorrect inclusion of a certain approximate 5,02 acre tract of land
mistakenly described as Tract 1 in Exhibit A attached to the Original Contract which needs to be
deleted therefrom, and (d) the reduction of the Purchase Price from $51,018,368.18 to
$50,290,197.45 by virtue of such approximate 5.02 acre reduction in the Property; and
WHEREAS, the CDC, EDC, LDC and 121 Acquisition mutually desire to execute that
certain First Amendment to Real Estate Contract (the "First Amendment") attached hereto as
Exhibit 1 and fully incorporated herein by reference and to consummate the transaction
contemplated thereby in order to correct the mutual incorrect and inadvertent errors.
NOW THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY
OF THE COLONY, TEXAS, THAT:
SECTION 1. The foregoing recitals are hereby found to be true and correct legislative
findings of the City of The Colony, Texas, and are fully incorporated into the body of this
Resolution.
SECTION 2. The City Council of the City of The Colony, Texas, does hereby approve
and authorize the execution of the First Amendment any and all real estate closing documents
necessary to correct such mutual and inadvertent errors in keeping with the Original Contract as
amended by the First Amendment.
SECTION 3. If any section, article paragraph, sentence, clause, phrase or word in this.
Resolution, or application thereto to any persons or circumstances, is held invalid or
unconstitutional by a Court of competent jurisdiction, such holding shall not affect the validity of
the remaining portions of this Resolution; and the City Council hereby declares it would have
passed such remaining portions of this Resolution despite such invalidity, which remaining portions
shall remain in full force and effect.
SECTION 4. This Resolution shall become effective immediately upon passage.
PASSED AND APPROVED BY THE CITY COUNCIL OF THE CITY OF THE
COLONY, TEXAS, THIS THE 7tn day of FEBRUARY, 2013.
ATTEST: Joe McCour*, Mayor
.ST':
F
Christie Wilson, City Secretary
APPROVED AS TO FORM: t
~
SEA
Jeff Moore, City Attorney T ~C~
EXHIBIT 1
FIRST AMENDMENT
TO
REAL ESTATE CONTRACT OF SALE
THIS FIRST AMENDMENT TO REAL ESTATE CONTRACT OF SALE ("Furst Amendment")
is made by and between 121 ACQUISITION COMPANY, LLC, a Texas limited liability company (the
"Seller") and THE COLONY LOCAL DEVELOPMENT CORPORATION, a Texas non-profit
corporation ("LGC"), THE COLONY ECONOMIC DEVELOPMENT CORPORATION, a Texas non-
profit corporation (the "Type A Corporation") and THE COLONY COMMUNITY DEVELOPMENT
CORPORATION, a Texas non-profit corporation (the "Type B Corporation", and with LGC, the Type A
Corporation and the Type B Corporation being hereinafter sometimes collectively referred to herein as the
"Purchaser")
WITNESSETH:
WHEREAS, Seller and LGC and the Type B Corporation previously entered into that certain Real
Estate Contract of Sale (the "Contract"), dated effective as of September 26, 2012, involving the purchase and
sale of certain Property more particularly described therein and described on Exhibit A attached hereto as Tract
1 plus Tract 2 SAVE AND EXCEPT 82.09 acres; and
WHEREAS, by the mutual and inadvertent mistake of the Seller and Purchaser, (a) the Type A
Corporation was erroneously not included as a constituent part of the Purchaser designated in the Contract, (b)
the respective undivided interests of the parties constituting Purchaser and the allocation of associated
liabilities in connection therewith were erroneously stated, (c) the legal description of the Property in the
Contract incorrectly included the 5.02 acre tract of land mistakenly described as Tract I in Exhibit A attached
to tine Contract and needs to be deleted therefrom, and (d) the Purchase Price needs to be reduced from
$51,018,368.18 to $50,290,197.45, as a result of the approximate 5.02 acre reduction in the size of the
Property, and Seller and Purchaser now mutually desire to amend the Contract in order to effectuate such
corrections as more particularly set forth hereinbelow.
NOW, THEREFORE, for and in consideration of the foregoing premises, the sum of Ten and
Noll 00 Dollars ($10.00) and other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged to each in hand paid by the other, Seller and Purchaser hereby mutually agree as follows:
1. Except to the extent otherwise expressly set forth herein, all capitalized terms shall have the
identical meanings as those set forth in the Contract.
2. All references to the Purchaser in the Contract shall collectively mean LGC, the Type A
Corporation and the Type B Corporation.
EXHIBIT 1 to 1
j RESOLUTION _
(First Amendment to Real Estate
Contract of Sale)
5231638
3. The Purchase Price of $51,018,368.18 set forth in Section 2.1 of the Contract is hereby
reduced to $50,290,197.45 as a result of the approximate 5.02 acre reduction in the Property being sold.
4. The legal description of the Property referred in Section 1.1 of the Contract and in Exhibit A
attached to the Contract is hereby reduced by 5.02 acres to be the approximately 346.70 acres, more or less, as
more particularly described on Exhibit A attached hereto and incorporated herein by reference for all purposes.
5. LGC, the Type A Corporation and the Type B Corporation, collectively as Purchaser, and
Seller (as applicable) shall each execute and deliver to Seller contemporaneously with the execution of this
First Amendment (a) an Amended and Restated Promissory Note (the "Amended Note") in form and substance
identical to Annex A attached hereto and incorporated herein by reference for all purposes in exchange for the
return by Seller to LGC and the Type B Corporation of the originally executed Promissory Note, (b) a
Correction Special Warranty Deed (herein so called) in form and substance identical to Annex B attached
hereto and incorporated herein by reference for all purposes which shall be executed and delivered in
replacement and in lieu of, and in substitution for, the Deed previously recorded, and (c) a Correction Deed of
Trust (herein so called) in form and substance identical to Annex C attached hereto and incorporated herein by
reference for all purposes which shall be executed in replacement and in lieu of, and in substitution for, the
Deed of Trust previously recorded.
4. Section 9.16 of the Contract is hereby amended to read in its entirety as follows:
"9.16 Undivided Interests. Notwithstanding anything to the contrary contained or implied
elsewhere in this Contract, title to the Property shall be conveyed to (a) The Colony Local
Development Corporation to the extent of an undivided 94.4% interest therein, (b) The Colony
Economic Development Corporation to the extent of an undivided 2.8% interest therein, and (c) The
Colony Community Development Corporation to the extent of an undivided 2.8% interest therein."
5. All signatories to this First Amendment represent and warrant to the other signatories hereof
that each is duly authorized and empowered to execute this First Amendment on behalf of the applicable entity
that is a party to this First Amendment.
6. This First Amendment may be executed in any number of counterparts, each of which shall
constitute one and the same instrument, and either party hereto may execute this First Amendment by signing
any such counterparts. In addition, each and all of the parties hereto agree that facsimile signatures shall be
sufficient to validly bind and obligate the parties hereunder.
7. EXCEPT TO THE EXTENT OTHERWISE MODIFIED HEREBY (EITHER EXPRESSLY
OR BY NECESSARY IMPLICATION), ALL OF THE TERMS AND PROVISIONS OF THE CONTRACT
SHALL CONTINUE IN FULL FORCE AND EFFECT. THE CONTRACT, AS MODIFIED HEREBY
(EITHER EXPRESSLY OR BY NECESSARY IMPLICATION), CONSTITUTES THE FINAL
AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF
EXHIBIT I to 2
RESOLUTION
(First Amendment to Real Estate
Contract of Sale)
5231638
PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE
ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.
[SIGNATURE PAGE FOLLOWS]
EXHIBIT 1 to 3
RESOLUTION
(First Amendment to Real Estate
Contract of Sale)
5231638
EXECUTED effective as of September 26, 2012.
SELLER:
121 ACQUISITION COMPANY, LLC,
a TWIjted ility Qompany
By: Title:
PURCHASER:
THE COLONY LOCAL DEVELOPMENT
CORPORATION, a Texas non-profit corporation
.
By:
,..."`Joe McCourty President
i
THE COLONY ECONOMIC DEVELOPMENT
CORPORATION, a Texas non-profit corporation
BY:
Tom Tvardzik, President
THE COLONY COMMUNITY DEVELOPMENT
CORPORATION, a Texas non-profit corporation
rAl
By: J
rte- -
Te'I~o{r Lawrence, President
EXHIBIT I to 4
RESOLUTION
(First Amendment to Real Estate
Contract of Sale)
5231638
i
i
EXHIBIT A
Description of the Property
TRACT 1 PLUS TRACT 2 SAVE AND EXCEPT 82.09 ACRES
Tract 1
BEING a 377.68 acre tract of land situated in the Thomas A. West Survey, Abstract No. 1344, the
B.B.B. & C.R. Survey, Abstract No. 173, the B.B.B. & C.R. Survey, Abstract No. 174 and the
M.D.T. Hallmark Survey, Abstract No. 570, City of The Colony, Denton County, Texas, being part
of a tract of land described as Tract I as conveyed by deed to Maharishi Global Development Fund,
as recorded in Volume 4555, Page 281, Official Public Records, Denton County, Texas, being part of
a called 122.8106 acre tract of land conveyed by Correction Deeds to Crow-Billingsley UMF Plano,
Ltd., as recorded in Instrument No. 2004-44212, 2004-44213, 2004-44214 and 2004-44218, Official
Public Records, Denton County, Texas, and being a part of McKamy Road (an unrecorded right-of-
way) SAVE AND EXCEP'I' those certain tracts of land conveyed in deeds recorded in Volume 5366,
Page 977, Instrument No. 2006-49955, 2006-49957 and 2006-75193, Official Public Records,
Denton County, Texas. Said remaining 377.68 acre tract of land being more particularly described by
j metes and bounds as follows:
BEGINNING at a found TxDot brass cap in concrete for the northeast corner of said 377.68 acre
tract, being the intersection of the south right-of-way line of Sam Rayburn Tollway (State Highway
121) (a variable width R.O.W.) and the west right-of-way line of Burlington Northern Railroad (a
100 foot R.O.W, at this point);
THENCE continuing with said west right-of-way line of Burlington Northern Railroad as follows:
THENCE South 06°59'58" East, for a distance of 832.17 feet to a point for corner, being the
beginning of a tangent curve to the right having a radius of 3703.75 feet, a central angle of
13°04'33" and a long chord which bears South 00°27'42" East, 843.42 feet;
THENCE southeasterly, along said curve to the right, an arc distance of 845.26 feet to a point
for corner;
THENCE South 06°04'35 West, for a distance of 2524.64 feet to a point for corner;
EXHIBIT 1 to 5
RESOLUTION
(First Amendment to Real Estate
f Contract of Sale)
5231638
I
j
1
i
THENCE North 83°17'00" West, for a distance of 190.16 feet to a point for corner;
THENCE South 00°51'51" East, for a distance of 970.10 feet to a point for corner;
THENCE South 89°03'50" West, for a distance of 31.58 feet to a point for corner;,
THENCE South 01 ° 14'37" East, for a distance of 448.3 8 feet to a point for corner, being the
northeast corner of a tract of land conveyed by deed to Frankford Road Investors No. 1, as
recorded in Instrument No. 2006-49957, Official Public Records, Denton County, Texas;
THENCE North 87°06'22" West, leaving said west right-of-way line and following along the north
line of said Frankford Road Investors No. 1, for a distance of 1240.48 feet to a point for
corner, being in the northerly right-of-way line of Plano Parkway (a 100 foot R.O. W.), and being the
beginning of a non-tangent curve to the left having a radius of 1130.00 feet, a central angle of
103°16'58" and a long chord which bears North 38°43'34" West, 1772.16 feet;
THENCE continuing with said northerly right-of-way line of Plano Road as follows:
THENCE northwesterly, along said non-tangent curve to the left, an are distance of 2036.97
feet to a point for corner;
THENCE South 89°38'05" West, for a distance of 647.23 feet to a point for corner, being the
beginning of a non-tangent curve to the right having a radius of 950.00 feet, a central angle of
40°05'36" and a long chord which bears North 70°19'29" West, 651.29 feet;
THENCE northwesterly, along said non-tangent curve to the right, an arc distance of 664.77
feet to a point for corner, being the beginning of a reverse curve to the left having a radius of
1050.00 feet, a central angle of 40°14'10" and a long chord which bears North 70°21'30"
West, 722.31 feet;
THENCE northwesterly, along said reverse curve to the left, an are distance of 737.37 feet to
a point for corner;
THENCE South 89°31'25" West, for a distance of 623.83 feet to a point for corner, being the
beginning of a tangent curve to the right having a radius of 950.00 feet, a central angle of
52°49'04" and a long chord which bears North 64°04'03" West, 845.07 feet;
EXHIBIT 1 to 6
RESOLUTION
(First Amendment to Real Estate
Contract of Sale)
5231638
THENCE northwesterly, along said curve to the right, an are distance of 875.75 feet to a point for
corner, being the most southerly point of a corner-clip with said south right-of-way line of Sam
Rayburn Tollway (State highway 121);
THENCE North 08°46'31 " East, along said corner-clip, for a distance of 26.03 feet to a point
for corner, being in said south right-of-way line of Sam Rayburn Tollway (State Highway
121);
THENCE continuing with said south right-of-way line of Sam Rayburn Tollway (State Highway 121)
as follows:
THENCE North 60°47'38" East, for a distance of 203.71 feet to a point for corner;
THENCE North 58°IT36" East, for a distance of 252.11 feet to a point for corner;
THENCE North 55°47'40" East, for a distance of 105.11 feet to a point for corner;
THENCE North 58°1742" East, for a distance of 248.62 feet to a point for corner;
THENCE North 60°47'38" East, for a distance of 263.85 feet to a point for corner;
THENCE North 76°30'51" East, for a distance of 92.27 feet to a point for corner;
THENCE North 65°56'12" East, for a distance of 100.40 feet to a point for corner;
THENCE North 64°13'39" East, for a distance of 100.18 feet to a point for corner;
THENCE North 60°16'36" East, for a distance of 39.88 feet to a point for corner;
THENCE South 74°12'01" East, for a distance of 70.70 feet to a point for corner;
THENCE North 60°47'38" East, for a distance of 64.12 feet to a point for corner;
THENCE North 15°47'17" East, for a distance of 73.27 feet to a point for corner;
THENCE North 59°04'32" East, for a distance of 94.25 feet to a point for corner;
EXHIBIT I to 7
RESOLUTION
(First Amendment to Real Estate
Contract of Sale)
5231638
THENCE North 55°39'04" East, for a distance of 100.40 feet to a point for corner;
THENCE North 47°37'54" East, for a distance of 114.18 feet to a point for corner;
THENCE North 60°47'38" East, for a distance of 3800.00 feet to a point for corner;
THENCE North 65°20'10" East, for a distance of 189.41 feet to a point for corner;
THENCE North 61 °56'23" East, for a distance of 100.02 feet to a point for corner;
THENCE North 63°39'23" East, for a distance of 100.12 feet to a point for corner;
THENCE North 64°47'53" East, for a distance of 100.24 feet to a point for corner;
THENCE North 66°30'16" East, for a distance of 201.00 feet to a paint for corner;
THENCE North 65°56'12" East, for a distance of 100.40 feet to a point for corner;
THENCE North 66°30'16" East, for a distance of 100.50 feet to a point for corner;
THENCE North 63°05'04" East, for a distance of 100.08 feet to a point for comer;
THENCE North 64°13'39" East, for a distance of 100.18 feet to a point for corner;
THENCE North 83°05'27" East, for a distance of 69.58 feet to a point for corner;
THENCE North 60°39'18" East, for a distance of 33.81 feet to the POINT OF BEGINNING and
CONTAINING 16,451,919 square feet or 377.68 acres of land, more or less.
Tract 2
BEING a 51.11 acre tract of land situated in the R.F. Hardin Survey, Abstract No. 611 and the
B.B.B. & C.R. Survey, Abstract No. 174, City of The Colony, Denton County, Texas, and being all
of a called 27.073 acre tract of land conveyed by deed to Sealy Spring Creek Partners, L.P., as
recorded in Instrument No. 2007-83136 and all of a called 23.990 acre tract of land conveyed by
deed to Whiteford Limited Partners, as recorded in Instrument No. 2004-132215 Official Public
EXHIBIT 1 to 8
RESOLUTION
(First Amendment to Real Estate
Contract of Sale)
5231638
Records, Denton County, Texas. Said 51.11 acre tract of land being more particularly described by
metes and bounds as follows:
BEGINNING at a found TxDot brass cap in concrete for the northeast corner of said Sealy Spring
Creek Partners tract, being the intersection of the south right-of-way line of Sam Rayburn Tollway
(State Highway 121) (a variable width R.O.W.) and the west right-of-way line of West Spring Creek
Parkway (a 160 foot R.O.W.);
THENCE South 29°24'43" East, along said west right-of-way line of West Spring Creek Parkway,
for a distance of 265.52 feet to a point for corner, being the beginning of a non-tangent curve to the
right having a radius of 970.00 feet, a central angle of 29'l 3'42" and a long chord. which bears South
14°53'13" East, 489.48 feet;
THENCE southeasterly, along said west right-of-way line and said non-tangent curve to the right, an
are distance of 494.83 feet to a point for corner;
THENCE South 00°22'42" East, continuing along said west right-of-way line, for a distance of
476.17 feet to a point for corner, being the northeast corner of said Whiteford Limited Partners tract;
THENCE South 00°23'35" East, continuing along said west right-of-way line, for a distance of
864.92 feet to a point for corker, being the northeast corner of Lot 1, Block A, Kings Ridge Addition,
Phase Three, an addition to the City of Plano, as recorded in Cabinet X, Page 450, Plat Records,
Denton County, Texas;
THENCE South 89°40'20" West, leaving said west right-of=way line, and following along the south
line of said Whiteford Limited Partners tract and the north line of said Block A, Kings Ridge
Addition, Phase Three, being a common line, for a distance of 1199.93 feet to a point for corner,
being the northwest corner of Lot 23 of said Block A, Kings Ridge Addition, Phase Three, being in
the east right-of-way line of Burlington Northern Railroad (a 100 foot R. 0. W. at this point), and
being the beginning of a non-tangent curve to the left having a radius of 3487.75 feet, a central angle
of 8°31'36" and a long chord which bears North 01°45'21" West, 518.57 feet;
THENCE northwesterly, leaving said common line, and following along said east right-of-way line
of Burlington Northern Railroad and said non-tangent curve to the left, an are distance of 519.05 feet
to a point for corner;
THENCE North 06°4329" West, continuing along said east right-of=way line, for a distance of
EXHIBIT I to 9
RESOLUTION
(First Amendment to Real Estate
Contract of Sale)
5231638
345.89 feet to a point for corner, being the northwest corner of said Whiteford Limited Partners tract;
THENCE North 07°03'01" West, continuing along said east right-of-way line, for a distance of
628.03 feet to a point for confer, being in said south right-of-way line of Sam Rayburn Tollway;
THENCE North 60°45'58" East, leaving said east right-of-way line and following along said south
right-of-way line of Sam Rayburn Tollway, for a distance of 254.35 feet to a point for corner;
THENCE North 63°19'02" East, continuing along said south right-of-way line, for a distance of
585.96 feet to a point for corner;
THENCE North 60°52'09" East, continuing along said south right-of-way line, for a distance of
369.37 feet to the POINT OF BEGINNING and CONTAINING 2,226,193 square feet or 51.1.1 acres
of land, more or less.
SAVE AND EXCEPT 82.09 ACRES
Being a 82.09 acre tract of land situated in the B.B.B. & C.R.R. Survey, Abstract No. 174, and the
Thomas A. West Survey, Abstract No. 1344, Denton County, Texas, and being a portion of a tract of
land conveyed by deed to 121 Acquisition Company, LLC., as recorded in Instrument No. 2011-
114773, Deed Records, Denton County, Texas, and being more particularly described as follows:
COMMENCING at a found Txdot monument, said point being the northwest corner of said 121
Acquisition Company, LLC tract and being in the south right-of-way line of State Highway 121
(having a variable width R.O. W.);
THENCE South 83°56'15" East, leaving said south right-of-way line, a distance of 2380.35 feet to a
point for the POINT OF BEGINNING, said point being in the existing east right-of-way line of
Plano Parkway (having a 100 foot R.O.W.);
THENCE North 00°00'00" West, leaving said existing east right-of-way line, a distance of 560.75
feet to a point for corner, for the beginning of a tangent curve to the left having a radius of 78.50 feet,
a central angle of 65°00'00", and a long chord which bears North 32°30'00" West, 84.36 feet;
THENCE along said tangent curve to the left, an arc distance of 89.06 feet to a point for corner;
EXHIBIT I to 10
RESOLUTION
(First Amendment to Real Estate
Contract of Sale)
5231638
THENCE North 65°00'00" West, a distance of 259.91 feet to a point for corner, for the beginning of
a tangent curve to the right having a radius of 100.00 feet, a central angle of 35°00'00", and a long
chord which bears North 47°30'00" West, 60.14 feet;
THENCE along said tangent curve to the right, an are distance of 61.09 feet to a point for corner;
THENCE North 30°00'00" West, a distance of 390.00 feet to a point for corner;
THENCE North 60°47'3 8" East, a distance of 20.99 feet to a point for corner, for the beginning of a
tangent curve to the left having a radius of 740.00 feet, a central angle of 2°02'01 and a long chord
which bears North 59°46'37" East, 26.26 feet;
THENCE along said tangent curve to the left, an arc distance of 26.27 feet to a point for corner;
THENCE South 3 0°00'00" East, a distance of 121.86 feet to a point for corner, for the beginning of a
tangent curve to the left having a radius of 89.75 feet, a central angle of 35°00'00", and a long chord
which bears South 47°30'00" East, 53.98 feet;
THENCE along said tangent curve to the left, an arc distance of 54.83 feet to a point for corner;
THENCE South 65°00'00" East, a distance of 254.03 feet to a point for comer;
THENCE North 90°00'00" East, a distance of 25.58 feet to a point for corner;
THENCE South 63°40'44" East, a distance of 478.61 feet to a point for corner, said point being in
the face of garage;
THENCE North 90°00'00" East, along said face of garage, a distance of 113.01 feet to a point for
corner, said point being the face of building;
THENCE North 00°00'00" East, along said face of building, a distance of 398.00 feet, and
continuing a total distance of 427.50 feet to a point for corner;
THENCE North 90°00'00" East, a distance of 283.92 feet to a point for corner, for the beginning of a
tangent curve to the left having a radius of 118.50 feet, a central angle of 27°06' 17", and a long chord
which bears North 76°26'51 East, 55.54 feet;
EXHIBIT 1 to 11
RESOLUTION
(First Amendment to Real Estate
Contract of Sale)
5231638
THENCE along said tangent curve to the left, an are distance of 56.06 feet to a point for corner, for
the beginning of a reverse curve to the right having a radius of 81.50 feet, a central angle of
54°12'34", and a long chord which bears South 90°00'00" East, 74.27 feet;
THENCE along said reverse curve to the right an arc distance of 77.11 feet to a point for corner, for
the beginning of a reverse curve to the left having a radius of 118.50 feet, a central angle of
27°06'17", and a long chord which bears South 76°26'51" East, 55.54 feet;
THENCE along said reverse curve to the left an arc distance of 56.06 feet to a point for corner;
THENCE North 90°00'00" East, a distance of 224.01 feet to a point for collier, for the beginning of a
tangent curve to the left having a radius of 74.50 feet, a central angle of 60°00'00", and a long chord
which bears North 60°00'00" East, 74.50 feet;
THENCE along said tangent curve to the left, an are distance of 78.02 feet to a point for corner;
THENCE South 60°00'00" East, a distance of 66.45 feet to a point for corner;
THENCE South 22°25'10" East, a distance of 211.39 feet to a point for corner;
THENCE South 00°00'00" West, a distance of 95.61 feet to a point for corner;
THENCE North 90°00'00" East, a distance of 1499.37 feet to a point for corner;
THENCE South 45 °37'45" East, a distance of 369.46 feet to a point for corner, for the beginning of a
non-tangent curve to the left, having a radius of 840.00 feet and a central angle of 39°19'11 and a
long chord which bears South 24°42'40" West, 565.21 feet;
THENCE along said non-tangent curve to the left an are distance of 576.46 feet to apoint for° corner,
for the beginning of a reverse curve to the right having a radius of 760.00 feet, a central angle of
35°53'29", and a long chord which bears South 22°59'48" West, 468.33 feet;
THENCE along said reverse curve to the right an arc distance of 476.08 feet to a point for corner;
THENCE North 50°00'00" West, a distance of 72.29 feet to a point for corner, for the beginning of a
tangent curve to the left having a radius of 87.50 feet, a central angle of 40°00'00", and a long chord
which bears North 70°00'00" West, 59.85 feet;
EXHIBIT 1 to 12
RESOLUTION
(First Amendment to Real Estate
Contract of Sale)
5231638
i
THENCE along said tangent curve to the left, an are distance of 61.09 feet to a point for corner;
THENCE North 90°00'00" West, a distance of 441,04 feet to a point for corner, for the beginning of
a tangent curve to the left having a radius of 19.50 feet, a central angle of 90°00'00", and a long
chord which bears South 45°00'00" West, 27.58 feet;
THENCE along said tangent curve to the left, an are distance of 30.63 feet to a point for corner;
THENCE South 00°00'00" West, a distance of 41.01 feet to a point for corner, for the beginning of a
tangent curve to the right having a radius of 225.73 feet and a central angle of 30°04'42" and a long
chord which bears South 15°59'58" West, 117.14 feet;
THENCE along said tangent curve to the right an arc distance of 118.50 feet to a point for corner;
THENCE South 31'02'19" West, a distance of 21.72 feet to a point for corner, for the beginning of a
non-tangent curve to the left having aradius of 1130.00 feet and a central angle of 33°00'40", and a
long chord which bears North 73'5 1'43 " West, 642.08 feet, said point being in the existing east right-
of-way line of said Plano Parkway;
THENCE along said existing east right-of-way line, and along said non-tangent curve to the left an
are distance of 651.05 feet to a point for corner;
THENCE South 89°38'05" West, continuing along said existing east right-of-way line, a distance of
647.23 feet to a point for confer, for the beginning of a non-tangent curve to the right having a radius
of 950.00 feet and a central angle of 40°05'36" and a long chord which bears North 70°19'29" West,
651.29 feet;
THENCE continuing along said existing east right-of-way line, and along said non-tangent curve to
the right an are distance of 664.77 feet to a point for corner, for the beginning of a reverse curve to
the left having a radius of 1050.00 feet, a central angle of 10°49'02", and a long chord which bears
North 55°41'04" West, 19794 feet;
THENCE continuing along said existing east right-of-way line, and along said reverse curve to the
left, an are distance of 198.23 feet to the POINT OF BEGINNING and CONTAINING 3,575,716
square feet, 82.09 acres of land, more or less.
I,
EXHIBIT 1 to 13
RESOLD I`ION
(First Amendment to Real Estate
Contract of Sale)
5231638
I
ANNEX A
Amended and Restated
Promissory Note
Date: September 26, 2012
Borrowers: The Colony Local Development Corporation, The Colony Economic
Development Corporation and The Colony Community Development
Corporation, with all being Texas non-profit corporations
Borrowers' Mailing Address:
6800 Main Street
The Colony, Texas 75056
Lender: 121 Acquisition Company, LLC, a Texas limited liability company
Lender's Mailing, Address: 700 S. 72 Street
Omaha, NE 68114
Attention: Ryan Blumkin
Principal Amount: FIFTY MILLION TWO HUNDRED NINETY THOUSAND ONE
HUNDRED NINETY-SEVEN AND 45/100THS DOLLARS ($50,290,197.45).
Annual Interest Rate: A fluctuating rate equal to 2% per annum in excess of the Prime Lending
Rate (hereafter defined), with interest accruing on and after the Date set forth above.
Maturity Date: December 31, 2013
Prune Lending, Rate: The prime commercial rate as reported in the Wall Street Journal, and
such per annum rate (for purposes of this Note) shall change from time to time on the I" day of the month
following the date of any such change reported by the Wall Street Journal.
Annual Interest Rate on Matured, Unpaid Amounts: The maximum lawful rate which the undersigned
Borrowers may legally contract for under the laws of the State of Texas or applicable federal laws.
Place of .Pa ment: 700 S. 72 Street, Omaha, NE 68114, Attention: Ryan Blumkin, or at such other place
as Lender may hereafter designate from time to time by written notice thereof to Borrowers.
Terms of Payment (principal and interest): Subject to the balloon payments set forth below, interest only
payments are due on March 31, 2013, June 30, 2013 and September 30, 2013. In addition to the interest
only payments set forth above, one "balloon" payment of principal in the amount of $50,290,197.45
together with all accrued but unpaid interest thereon is payable in its entirety on the Maturity Date.
Security for Payment: This Note is secured by a vendor's lien reserved in that certain Correction Special
Warranty Deed (herein so called) executed by Lender to Borrowers and dated on even date herewith, that
certain Correction Deed of Trust dated on even date herewith, executed by Borrowers for the benefit of
Lender, which Correction Deed of Trust conveys to Lender the Property (as such tern is defined in the
Correction Deed of Trust) to be held in trust by Trustee (as defined in the Correction Deed of Trust) as
security for Borrowers' obligations hereunder.
ANNEX A to First Amendment
Amended and Restated
Promissory Note - Page 1
#5230148
i
Other Securi for PUment:
Borrowers promise to pay to the order of Lender the Principal Amount plus interest at the Annual
Interest Rate and/or Annual Interest Rate on Matured Unpaid Amounts (as applicable). This Note is
payable at the Place for Payment and according to the Terms of Payment. All outstanding unpaid
amounts under this Note are due and payable on or before the Maturity Date. After the Maturity Date,
Borrowers promise to pay any unpaid Principal Amount together with any accrued but unpaid interest
thereon plus interest on such aggregate unpaid amounts at the Annual Interest Rate on Matured, Unpaid
Amounts.
Notwithstanding anything to the contrary contained or implied elsewhere herein, Borrowers, at
their option, may elect to not pay the interest payment due and payable on March 31, 2013, and to satisfy
all unpaid indebtedness then owing pursuant to the Note by executing, acknowledging, and delivering to
Lender a Deed (herein so called) to the Property in form and substance reasonably acceptable to Lender
and Borrower with no exceptions to title other than those which are set forth in the Correction Special
Warranty Deed together with any additional exceptions to title as Lender may hereafter, in its sole and
absolute judgment and discretion, expressly approve in writing. Upon the delivery of the Deed to the
lender, this Promissory Note shall terminate and be of no further force or effect. The delivery of the Deed
shall not violate the terms of the Correction Deed of Trust, and Borrowers shall in no event have any
further liability under this Promissory Note or the Correction Deed of Trust after delivering the Deed to
lender as set forth in this paragraph. From time to time promptly following written request by Borrowers,
Lender agrees to execute and deliver to Borrowers and/or any applicable credit reporting agency and/or
any applicable credit rating agency written assurances in form and substance reasonably satisfactory to
Borrowers and Lender that Borrowers timely performed all obligations to Lender in a satisfactory manner
in the event that Borrowers execute, acknowledge and deliver to Lender the Deed as aforesaid.
Reference is hereby made to that certain other loan of even date herewith from Lender to
Borrowers in the original stated principal amount of $11,561,787.57 (the "Other Loan") which is secured
by a vendor's lien and deed of trust lien on approximately 79.611 acres of land adjacent to, contiguous
with, or in close proximity to the Property (the "Other ProyeriX"). Notwithstanding anything to the
contrary contained or implied elsewhere herein, in the event that the Other Borrowers elect to not pay the
interest due and payable on December 31, 2012, in connection with the Other Loan and to satisfy all
unpaid indebtedness then owing pursuant to the promissory note (the "Other Note") evidencing and
securing the Other Loan by deeding the Other Property to Lender in accordance with the terns and
provisions of the Other Note, Borrowers must also contemporaneously therewith execute, acknowledge
and deliver to Lender the Deed to the Property as aforesaid or the right and option to do so shall be
deemed to be automatically waived for all purposes hereunder.
i
Borrowers also promise to pay reasonable attorneys' fees and court and other costs if Lender
elects to engage an attorney or attorneys to collect or enforce this Note. Such expenses relating to
attorneys' fee and court and other costs (a) will bear interest from the date of advance at the Annual
Interest Rate on Matured, Unpaid Amounts, (b) shall be paid by Borrowers to Lender, together with
interest, on demand at the Place for Payment, and (c) shall become part of the debt evidenced by this Note
and will be secured by any security for payment.
i
Interest on the debt evidenced by this Note will not exceed the maximum rate or amount of
nonusurious interest that may be contracted for, taken, reserved, charged, or received under Texas law or
applicable federal law. Any interest incidentally charged in excess of the maximum amount penmitted by
law will be credited on the Principal Amount or, if the Principal Amount has been paid, refunded to
Borrowers. On any required or permitted prepayment, any excess interest will be canceled automatically
ANNEX A to First Amendment
Amended and Restated
Promissory Note - Page 2
45230148
as of the prepayment or, if the excess interest has already been paid, credited on the Principal Amount or,
if the Principal Amount has been paid, refunded to Borrowers. This provision overrides any conflicting
provisions in this Note and all other instruments concerning the debt.
Any check, draft, money order or other instrument given as payment of all or any portion of this
Note may be accepted by the Lender and handled in the customary manner, but the same shall not
constitute payment hereunder or diminish any rights of Lender, except to the extent that actual cash
proceeds of such instruments are unconditionally received by and delivered to Lender.
Borrowers shall have the right to prepay this Note in whole or in part, at any time or fi•orn time to
time. Interest shall immediately cease to accrue as of the date of the prepayment on any amount of the
principal that is so prepaid in accordance with the terms hereof. Any prepayment of the principal may, at
the sole option of Lender, be credited to the payment of the installments last accruing under the Note.
Prepayment of a part of the Note shall not affect Borrowers' obligations to continue the regular payments
stated in this Note.
Borrowers hereby agree that it will not be necessary for Lender, in order to enforce payment of
this Note, to first institute or exhaust Lender's remedies against Borrowers or any of them, or any other
party liable hereunder, or against any security for this Note including, without limitation, any security
reserved pursuant to the Correction Special Warranty Deed or granted pursuant to the terms of the
Correction Deed of Trust.
This Note, and any and all rights and powers of Lender under this Note, together with the
vendor's lien reserved pursuant to the Correction Special Warranty Deed, the lien of the Correction Deed
of Trust against the Property or any other collateral secured thereby, if any, may be transferred and
assigned by Lender to any affiliate of Lender at such time or times and upon such terms as Lender may
deem advisable at Lender's option, and the assignee shall succeed to all the rights and powers of Lender
under this Note so transferred. Any assignment by Lender to any person or entity other than an affiliate
of Lender shall require the prior written consent of Borrowers, which consent shall not be unreasonably
withheld, conditioned, or delayed.
This Note shall be governed by and construed under the laws of the State of Texas and the laws
of the United States of America. Except to the extent otherwise specifically set forth in the immediately
following sentence, each of the Borrowers is responsible for all obligations represented by this Note.
When the context requires, singular nouns and pronouns include the plural.
Notwithstanding anything to the contrary contained or implied elsewhere herein or in any other
documents evidencing or securing this Note, it is expressly agreed and understood that with respect to the
Principal Amount and any accrued but unpaid interest thereon (a) The Colony Local Development
Corporation shall only have corporate liability for an undivided 94.4% interest thereof, (b) The Colony
Economic Development Corporation shall only have corporate liability for an undivided 2.8% thereof,
and (c) The Colony Community Development Corporation shall only have corporate liability for an
undivided 2.8% interest thereof,
This Amended and Restated Promissory Note is being executed and delivered in replacement and
in lieu of, and in substitution for, that certain Promissory Note (the "Prior Incorrect Note") dated
September 26, 2012, executed by The Colony Local Development Corporation and The Colony
Community Development Corporation payable to the order of 121 Acquisition Company, LLC in the
original stated principal amount of Fifty-One Million Eighteen Thousand Three Hundred Sixty-Eight and
18/100ths Dollars ($51,018,368.18) for the purpose of correctly (a) adding The Colony Economic
ANNEX A to First Amendment
Amended and Restated
Promissory Note - Page 3
X15230148
i
Development Corporation as one of the three (3) respective Borrowers and Makers, (b) correcting the
respective proportionate liability of the three (3) respective Borrowers as set forth in the immediately
preceding paragraph, (c) correcting the legal description of the Property as set forth in the Correction
Deed of Trust, and (d) reducing the stated principal amount of the Prior Incorrect Note.
EXECUTED TO BE EFFECTIVE AS OF SEPTEMBER 26, 2012.
BORROWERS:
I
The Colony Local Development Corporation,
a Texas non-profit corporation
By:
.4oe Mccou ry, President
The Colony Economic Development Corporation,
a Texas non-profit corporation
By:
Tom Tvardzik, President
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The Colony Community Development Corporation,
a Texas non-profit corporation
B
Y:
eR&n Lawrence, President
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ANNEX A to First Amendment
Amended and Restated
Promissory Note - Page 4
#5230148
ANNEX B
CORRECTION SPECIAL WARRANTY DEED
NOTICE OF CONFIDENTIALITY RIGHTS: IF YOU ARE A NATURAL PERSON, YOU MAY
REMOVE OR STRIKE OUT ANY AND ALL OF THE FOLLOWING INFORMATION FROM
THIS INSTRUMENT BEFORE IT IS FILED FOR RECORD IN THE PUBLIC RECORDS:
SOCIAL SECURITY NUMBER OR YOUR DRIVER'S LICENSE NUMBER.
STATE OF TEXAS §
§ KNOW ALL MEN BY THESE PRESENTS:
COUNTY OF DENTON §
THAT this Correction Special Warranty Deed (With Joinder of Grantee) is being
executed, delivered and recorded in replacement and in lieu of, and in substitution for, that
certain Special Warranty Deed (the "Prior Incorrect Deed") executed the 28th day of September,
2012, but effective as of September 26, 2012, by 121 Acquisition Company, LLC to The Colony
Local Development Corporation (the "LGC") and The Colony Community Development
Corporation (the "Type B Corporation"), and recorded as Document Number 2012-112923 on
October 4, 2012 with the Clerk of Denton County, Texas, for the purpose of correcting the Prior
Incorrect Deed by (a) adding The Type A Corporation (hereinafter defined) as one of the
Grantees (hereinafter defined), (b) correcting the respective undivided interests in the Property
(hereinafter defined) conveyed to each of the three (3) respective Grantees, (c) correcting the
erroneous legal description contained in the Prior Incorrect Deed by deleting the 5.02 acre tract
of land mistakenly described as Tract 1 in Exhibit A attached to the Prior Incorrect Deed, (d)
reducing the principal balance of the erroneous $51,018,368.18 Note as incorrectly described in
the Prior Incorrect Deed, all as a result of inadvertent and mutual mistakes made in the Prior
Incorrect Deed.
WHEREAS, reference is made to that certain Development and Tax Increment Payment
Agreement effective November 15, 2011, that certain Type A Corporation Performance
Agreement effective November 15, 2011, and that certain Type B Corporation Performance
Agreement effective November 15, 2011 (collectively, the "The Colony Agreements") to which,
respectively, the LGC, The Colony Economic Development Corporation (the "Type A
Corporation"), and the Type B Corporation are parties (with the LGC, the Type A Corporation
and the Type B Corporation being sometimes collectively referred to herein as the "Grantees");
WHEREAS, the LGC, the Type A Corporation and the Type B Corporation are
collectively referred to herein as the "Grantees," and their mailing address is 6800 Main Street,
The Colony, Texas 75056;
WHEREAS, 121 Acquisition Company, LLC, a Texas limited liability company
("Grantor"), whose mailing address is 700 S. 72 Street, Omaha, NE 68114, Attention: Ryan
ANNEX B to First Amendment
Correction Special Warranty Deed - Page 1
#5232539
Blumkin, owns the approximately 433 acres described in The Colony Agreements and on
Exhibit A attached hereto (the "Aggregate Property"); and
WHEREAS, the property (including all fixtures and improvements thereon and all rights
appurtenant thereto) that is the subject of this Special Warranty Deed consists of approximately
346.70 acres out of the Aggregate Property, which 346.70 acres are described on Exhibit B
attached hereto (the "Pro e The Property is described on Exhibit B as Tract 1 plus Tract 2
SAVE AND EXCEPT 82.09 acres.
NOW THEREFORE, Grantor, subject to the reservations, exceptions and limitations
contained herein, and for and in consideration of the sum of Ten and No/100 Dollars ($10.00)
and further valuable consideration in the form of the execution and delivery by Grantees of that
certain amended and restated promissory note in the original principal amount of $50,290,197.45
(the "Note") the principal balance of which is secured by the vendor's lien herein described, and
is additionally secured by that certain deed of trust (the "Deed of Trust"), each by and between
j Grantor and Grantees and of even date herewith, the receipt and sufficiency of which
consideration are hereby acknowledged, has GRANTED, SOLD, and CONVEYED, and by
these presents does GRANT, SELL, and CONVEY (a) to the LGC an undivided 94.4% interest
in the Property, (b) to the Type A Corporation an undivided 2.8% interest in the Property, and (c)
to the Type B Corporation an undivided 2.8% interest in the Property.
Grantor reserves exclusive easements on, over, across, upon, through and under the
Property for all lawful purposes related to the construction, use, occupancy, maintenance, and
repair of the Facility, including, but not limited to, easements for: site work including, but not
limited to, grading, erosion control, wetlands mitigation, and flood plain reclamation; water
facilities; sanitary sewer facilities; gas and electric facilities; fiber optics and similar facilities;
drainage facilities, including storm water detention and retention facilities; street and roadway
facilities; structured and surface parking; areas for loading, unloading, and storage; areas for
vehicular ingress, egress, maneuvering and circulation; traffic signalization; mass transit
facilities; pedestrian oriented areas and improvements including, but not limited to, sidewalks,
walkways, parks, and trails; areas for civic and promotional events; landscaping; irrigation;
lighting; signage; and other public and franchise utilities and utility relocations for the benefit of
the approximately 82.09 acres described on Exhibit C attached hereto and incorporated herein
by reference (the "Benefitted Estate"), It is the express intent of both Grantor and Grantees that
the foregoing easements reserved by Grantor for the benefit of the Benefitted Estate shall be
perpetual and shall not be subject to the merger doctrine in the event that some or all of the
owners of the Property shall also be or become some or all of the owners of the Benefitted
Estate. Common ownership of the Property and Benefitted Estate (or any portion of either) now
or at any time in the future by any person or entity will not be deemed a merger, so as to
abrogate, vitiate, impair, waive, release, extinguish or otherwise invalidate the foregoing
easements reserved by Grantor in whole or in part. The foregoing notwithstanding, Grantees will
j take possession of the Property on September 27, 201.2, subject to the Permitted Exceptions
1 (hereinafter defined).
i
ANNEX B to First Amendment
Correction Special Warranty Deed - Page 2
#5232539
I
Grantor excepts and reserves unto itself and its successors and assigns: (i) all interest in
the water and all oil, gas and other minerals (and all executory and leasing rights relating thereto)
that are in and under the Property and that may be produced from the Property that are not
currently outstanding in other unrelated parties as of the date hereof; (ii) a reservation of the right
of ingress and egress at all times for mining, drilling, exploring, operating, and developing the
Property for oil, gas, and other minerals and for removing them from the Property and for the
storing and transportation thereof; and (iii) all right, title and interest in, to and under the
royalties and other benefits that are associated with any existing leases for oil and gas or oil, gas,
and other minerals affecting the Property that are not currently outstanding in other parties as of
the date hereof (the "Mineral Reservation"), Grantor waives the right of ingress and egress to the
surface of the Property relating to the portion of the Mineral Estate owned by Grantor solely to
the extent and for so long as the Property or applicable portion thereof is used solely for the
construction, maintenance, repair, and replacement of public improvements (including streets
and roads, water facilities, sanitary sewer facilities, drainage facilities, and franchise utilities) and
not for any private improvements. Nothing herein, however, restricts or prohibits the pooling or
unitization of the portion of the Mineral Estate owned by Grantor with land other than the
Property; or the exploration or production of the oil, gas, and other minerals by means of wells
that are drilled or mines that open on land other than the Property but enter or bottom under the
Property, provided that these operations in no manner interfere with the surface or subsurface
support of any improvements constructed or to be constructed on the Property.
Use of the Property by Grantees: (i) is subject to the performance by Grantees of the
covenants and conditions of The Colony Agreements applicable to the Property; (ii) is limited to
the purposes contemplated by The Colony Agreements including, but not limited to, construction
of the Facility and the transfer of the completed Facility to private ownership in accordance with
The Colony Agreements; (iii) is subject to all restrictions and conditions found in The Colony
Agreements that are applicable to the Property; (iv) for any storm water management purposes
including, but not limited to, storm water detention and/or retention, is limited solely to storm
water runoff resulting from development of the Aggregate Property; and (v) is otherwise subject
to all valid and enforceable restrictions, covenants, conditions, easements, and licenses that affect
or relate to the Property. The covenants, conditions, limitations, and restrictions set forth in this
paragraph are hereby declared and imposed as covenants running with the land constituting the
Property.
Grantor binds itself and its successors and assigns to warrant and forever defend, all and
singular, the above described interests in the Property being respectively conveyed to Grantees,
subject to the limitations, exceptions, reservations and other matters contained herein and the
exceptions to title set forth in Exhibit D attached hereto and fully incorporated herein by
reference for all purposes (the "Permitted Exceptions"), to Grantees and Grantees' successors and
assigns, against every person whomsoever lawfully claiming or to claim the same, or any part
thereof, when the claim is by, through or under Grantor, but not otherwise, subject to the
Permitted Exceptions.
It is expressly agreed that the vendor's lien, as well at superior title in and to the Property
and all improvements attached thereto, is hereby reserved and retained by Grantor against the
Property, until the entire unpaid principal amount of the Note and all interest thereon is paid in
ANNEX B to First Amendment
Correction Special Warranty Deed - Page 3
#5232539
full according to the face, effect and tenure thereof. The vendor's lien, together with the superior
title to said Property, is hereby retained for the benefit of Grantor and its successors or assigns.
Grantees agree that in the event of any breach, violation, or failure to comply with the
terms, conditions and restrictions hereof (including, but not limited to, the covenants, conditions,
limitations, and restrictions of The Colony Agreements as described above), in addition to other
remedies that may be available to Grantor at law or in equity, Grantor shall be entitled to
immediate injunctive relief and mandamus, to specific performance, and, to the maximum extent
permitted by law, to actual damages (but excluding special or consequential damages) and
recovery of reasonable attorneys fees. Grantees agree and stipulate that the damages that will be
suffered by Grantor as a result of any breach of the terms, conditions and restrictions hereof are
difficult to calculate at this time. Grantees further agree and stipulate that a breach of the terms,
conditions and restrictions hereof will result in immediate and irreparable harm. Accordingly,
Grantees agree and stipulate that in the event of a threatened breach of the terms, conditions and
restrictions hereof, Grantor will be entitled, as a matter of law, to have a temporary restraining
order, preliminary injunction, and a permanent injunction issued and entered immediately by any
court with jurisdiction over such claims.
GRANTEES ACKNOWLEDGE THAT the Property IS BEING SOLD "AS IS"
and "WITH ALL FAULTS" and Grantees take possession of the Property "AS IS" and
"WITH ALL FAULTS." Notwithstanding anything to the contrary contained or implied
elsewhere herein, Grantees acknowledge that except for any express warranties and
representations contained in this Special Warranty Deed or any instrument, document, or
agreement delivered on even date herewith, Grantees are not relying on any written, oral, implied
or other representations, statements, or warranties by Grantor or any agent of Grantor. Grantor
shall have no liability to Grantees, and Grantees, by acceptance of this Special Warranty Deed,
release Grantor from any liability concerning, or regarding: the nature and condition of the
Property, including, but not limited to: the suitability of the Property for any activity or use; any
improvements or substances located on the Property; or the compliance of the Property with any
laws, rules, ordinances, or regulations of any government or other body. GRANTEES
ACKNOWLEDGE THAT GRANTOR HAS MADE NO, AND EXPRESSLY DISCLAIMS
ALL, REPRESENTATIONS, WARRANTIES, COVENANTS AND AGREEMENTS,
EXPRESS OR IMPLIED OR BY OPERATION OF LAW, WITH RESPECT TO ANY
MATTER AFFECTING THE PROPERTY, INCLUDING BUT NOT LIMITED TO:
THE CONDITION, SUITABILITY, HABITABILI'T'Y, MERCHANTABILITY OR
FITNESS OF THE PROPERTY FOR PURCHASER'S PLANNED USE OF THE
PROPERTY; THE AVAILABILITY OR EXISTENCE OF ANY WATER, SEWER OR
UTILITIES (PUBLIC OR PRIVATE); OR THE EXISTENCE OF ANY HAZARDOUS
SUBSTANCE IN, ON, OR, ABOUT THE PROPERTY. GRANTEES ACKNOWLEDGE
THAT THE PROPERTY IS BEING SOLD "AS IS" AND "WITH ALL FAULTS"
UNLESS SPECIFICALLY STATED TO THE CONTRARY IN THIS SPECIAL
WARRANTY DEED. BY GRANTEES' ACCEPTANCE OF THIS SPECIAL
WARRANTY DEED, GRANTOR SHALL BE DEEMED TO BE AUTOMATICALLY
RELEASED BY GRANTEES AND THEIR RESPECTIVE SUCCESSORS AND
ASSIGNS OF AND FROM ALL LIABILITIES, OBLIGATIONS, AND CLAIMS,
KNOWN OR UNKNOWN, THAT GRANTEES MAY HAVE AGAINST GRANTOR OR
ANNEX B to First Amendment
Correction Special Warranty Deed - Page 4
#5232539
THAT MAY ARISE IN THE FUTURE BASED IN WHOLE OR IN PART UPON THE
PRESENCE OF TOXIC OR HAZARDOUS SUBSTANCES OR OTHER
ENVIRONMENTAL CONTAMINATION ON OR WITHIN THE PROPERTY. BY
GRANTEES' ACCEPTANCE OF THE SPECIAL WARRANTY DEED, GRANTEES
SHALL HAVE, AND SHALL BE DEEMED TO HAVE ASSUMED, ALL RISK AND
LIABILITY WITH RESPECT TO THE PRESENCE OF TOXIC OR HAZARDOUS
SUBSTANCES OR OTHER ENVIRONMENTAL CONTAMINATION ON OR WITHIN
THE PROPERTY (WHETHER EXISTING PRIOR TO, AT, OR SUBSEQUENT TO THE
EFFECTIVE DATE HEREOF).
EXECUTED this day of 2013, but effective as of September 26,
2012.
GRANTOR:
121 Acquisition Company, LLC,
a Texas limit l'abili company
By:
J nt
THE STATE OF (.e;tg 44 §
COUNTY OF ~
This instrument was acknowledged before me on this 1-9 day of
2013, by Jeff Lind, President of 121 Acquisitions Company, LLC, a Texas limited lial'fility
company, and acknowledged to me that he executed the same for the purposes and consideration
therein expressed on behalf of said company.
Notary Public in and for the State of Texas
L~Acw
r Era[-
/®-01-2®1
ANNEX B to First Amendment
ConTection Special Warranty Deed - Page 5
#5232539
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AGREED TO AND ACCEPTED BY:
GRANTEE:
The Colony Local Development Corporation,
a Texas non-profit corporation
BY: fir'"
Joe McCourry President
THE STATE OF TEXAS §
COUNTY OF DENTON §
4
This instrument was acknowledged before me on this g~ day of
2013, by Joe McCourry, President of The Colony Local Development Corporation, a Texas non-
profit corporation, and acknowledged to me that he/she executed the same for the purposes and
consideration therein expressed on behalf of said non-profit corporation.
Notary Public in and for the State of Texas
Lisa Cae Hendersan
R 4 S~ commission Expim,
eOF~ Io-01-2014
ANNEX B to first Amendment
Correction Special Warranty Deed - Page 6
#5232539
i
AGREED TO AND ACCEPTED BY:
The Colony Economic Development Corporation,
a Texas non-profit corporation
By: a
Tom Tvardzik, President
I
THE STATE OF TEXAS §
COUNTY OF DENTON §
This instrument was acknowledged before me on this day of~ irk ,
2013, by Tom Tvardzik, President of The Colony Economic Development Corporation, a Texas
non-profit corporation, and acknowledged to me that he/she executed the same for the purposes
and consideration therein expressed on behalf of said non-profit corporation.
Notary Public in and for the State of Texas
Lisa Cae Hen&Wn
ComMiWW pxpires
j 0-c -2016
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ANNEX B to First Amendment
Correction Special Warranty Deed - Page 7
1 #5232539
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AGREED TO AND ACCEPTED BY:
The Colony Community Development Corporation,
a Texas non-profit corporation
By:y~~
r~
awrence, President
THE STATE OF TEXAS §
COUNTY OF DENTON §
This instrument was acknowledged before me on this `day of
2013, by TeRon Lawrence, President of The Colony Community Development Corporatio , a
Texas non-profit corporation, and acknowledged to me that he/she executed the same for the
purposes and consideration therein expressed on behalf of said non-profit corporation.
Notary Public in and forte State of ~Tex
r pG~~ Lisa Cae Henderson
V
Commission Expires
10-01-2016
ANNEX B to First Amendment
Correction Special Warranty Deed - Page 8
#5231539
AFTER RECORDING RETURN TO:
Shupe Ventura Lindelow & Olson, PLLC
Attn: Misty Ventura
9406 Biscayne Blvd.
Dallas, TX 75218
Exhibits:
Exhibit A - Aggregate Property
Exhibit B - Property
Exhibit C - Benefitted Property
Exhibit D - Permitted Exceptions
ANNEX B to First Amendment
Correction Special Warranty Deed - Page 9
#5232539
Exhibit A to Special Warranty Deed
Aggregate Property (totaling 433.81 acres)
Tract 1
BEING a 5.02 acre tract of land situated in the B.B.B. & C.R. Survey, Abstract No. 173, City of
The Colony, Denton County, Texas, and being part of a tract of land described as Tract 11 as
conveyed by deed to Maharishi Global Development Fund, as recorded in Volume 4555, Page
281, Official Public Records, Denton County, Texas. Said 5.02 acre tract of land being more
particularly described by metes and bounds as follows:
BEGINNING at a found 5/8 inch iron rod with KHA cap for corner, being the intersection of the
south right-of-way line of State Highway 121 (a variable width R.O.W.) and the southwest right-
of-way line of Plano Parkway (a 100 foot R.O.W.), and being the beginning of a non-tangent
curve to the left having a radius of 1050.00 feet, a central angle of 50°34' 13" and a long chord
which bears South 64°23'31" East, 896.96 feet;
THENCE southeasterly, along said southwest right-of-way line of Plano Parkway and said non-
tangent curve to the left, an are distance of 926.75 feet to a point for corner, being in the north
line of a tract of land conveyed by deed to CB/Tittle, Ltd., as recorded in Instrument No. 99-
R0007181, Official Public Records, Denton County, Texas;
THENCE South 89°58'40" West, leaving said southwest right-of-way line and following along
said north line of CB/Tittle tract, at a distance of 1009.25 feet passing the northeast comer of a
tract of land described as Tract F3, as conveyed by deed to Castle Hills Property Company, as
recorded in Instrument No. 2006-153339, Official Public Records, Denton County, Texas, and
continuing with the north line of said Castle Hills Property Company tract, for a total distance of
1210.45 feet to a point for corner;
THENCE North 00'25'18" West, with the northernmost east line of said Castle Hills Property
Company tract, at a distance of 97.47 feet passing the northernmost comer, and continuing with
said south right-of-way line of State Highway 121, for a total distance of 226.47 feet to a point
for corner;
THENCE continuing with said south right-of-way line of State Highway 121 as follows:
North 63°32'06" East, for a distance of 130.52 feet to a point for corner;
North 60°2233" East, for a distance of 80.86 feet to a point for corner;
South 29° 13'03" East, for a distance of 50.00 feet to a point for comer;
North 60°47'38" East, for a distance of 219.64 feet to the POINT OF BEGINNING and
CONTAINING 218,740 square feet or 5.02 acres of land, more or less.
ANNEX B to First Amendment
Exhibit A to Special Warranter - Page 1
#5232539
i
Tract 2
BEING a 377.68 acre tract of land situated in the Thomas A. West Survey, Abstract No. 1344,
the B.B.B. & C.R. Survey, Abstract No. 173, the B.B.B. & C.R. Survey, Abstract No. 174 and
the M.D.T. Hallmark Survey, Abstract No. 570, City of The Colony, Denton County, Texas,
being part of a tract of land described as Tract I as conveyed by deed to Maharishi Global
Development Fund, as recorded in Volume 4555, Page 281, Official Public Records, Denton
County, Texas, being part of a called 122.8106 acre tract of land conveyed by Correction Deeds
to Crow-Billingsley UMF Plano, Ltd., as recorded in Instrument No. 2004-44212, 2004-44213,
2004-44214 and 2004-44218, Official Public Records, Denton County, Texas, and being a part
of McKamy Road (an unrecorded right-of-way) SAVE AND EXCEPT those certain tracts of
land conveyed in deeds recorded in Volume 5366, Page 977, Instrument No. 2006-49955, 2006-
49957 and 2006-75193, Official Public Records, Denton County, Texas. Said remaining 377.68
acre tract of land being more particularly described by metes and bounds as follows:
BEGINNING at a found TxDot brass cap in concrete for the northeast corner of said 377.68 acre
tract, being the intersection of the south right-of-way line of Sam Rayburn Tollway (State
Highway 121) (a variable width R.O.W.) and the west right-of-way line of Burlington Northern
Railroad (a 100 foot R. 0. W. at this point);
THENCE continuing with said west right-of-way line of Burlington Northern Railroad as
follows:
THENCE South 06°59'58" East, for a distance of 832.17 feet to a point for corner, being
the beginning of a tangent curve to the right having a radius of 3703.75 feet, a central
angle of 13°04'33" and a long chord which bears South 00°27'42" East, 843.42 feet;
i
THENCE southeasterly, along said curve to the right, an arc distance of 845.26 feet to a
point for corner;
THENCE South 06°04'35" West, for a distance of 2524.64 feet to a point for corner;
THENCE North 83°17'00" West, for a distance of 190.16 feet to a point for corner;
THENCE South 00°51'51" East, for a distance of 970.10 feet to a point for corner;
TI4ENCE South 89°03'50" West, for a distance of 31.58 feet to apoint for corner;
THENCE South 01°14'37" East, for a distance of 448.38 feet to a point for corner, being
the northeast corner of a tract of land conveyed by deed to Frankford Road Investors No.
1, as recorded in Instrument No. 2006-49957, Official Public Records, Denton County,
Texas;
ANNEX B to First Amendment
Exhibit A to Special Warranter - Page 2
#5232539
THENCE North 87°06'22" West, leaving said west right-of-way line and following along the
north line of said Frankford Road Investors No. 1, for a distance of 1240.48 feet to a point for
corner, being in the northerly right-of-way line of Plano Parkway (a 100 foot R.O.W.), and being
the beginning of a non-tangent curve to the left having a radius of 1130.00 feet, a central angle of
103°16'58" and a long chord which bears North 38°43'34" West, 1772.16 feet;
THENCE continuing with said northerly right-of-way line of Plano Road as follows:
THENCE northwesterly, along said non-tangent curve to the left, an are distance of
2036.97 feet to a point for corner;
THENCE South 89°38'05" West, for a distance of 647.23 feet to a point for corner, being
the beginning of a non-tangent curve to the right having a radius of 950.00 feet, a central
angle of 40°05'36" and a long chord which bears North 70°19'29" West, 651.29 feet;
THENCE northwesterly, along said non-tangent curve to the right, an arc distance of
664.77 feet to a point for corner, being the beginning of a reverse curve to the left having
a radius of 1050.00 feet, a central angle of 40°14'10" and a long chord which bears North
70°21'30" West, 722.31 feet;
THENCE northwesterly, along said reverse curve to the left, an are distance of 737.37
feet to a point for corner;
THENCE South 89°31'25" West, for a distance of 623.83 feet to a point for corner, being
the beginning of a tangent curve to the right having a radius of 950.00 feet, a central
angle of 52°49'04" and a long chord which bears North 64°04'03" West, 845.07 feet;
THENCE northwesterly, along said curve to the right, an arc distance of 875.75 feet to a point
for corner, being the most southerly point of a corner-clip with said south right-of-way line of
Sam Rayburn Tollway (State Highway 121);
THENCE North 08°46'31" East, along said corner-clip, for a distance of 26.03 feet to a
point for corner, being in said south right-of-way line of Sam Rayburn Tollway (State
Highway 121);
THENCE continuing with said south right-of-way line of Sam Rayburn Tollway (State
Highway 121) as follows:
THENCE North 60°47'38" East, for a distance of 203.71 feet to a point for corner;
THENCE North 58°17'36" East, for a distance of 252.11 feet to a point for corner;
THENCE North 55°47'40" East, for a distance of 105.11 feet to a point for corner;
ANNEX B to First Amendment
Exhibit A to Special Warranty Deed - Page 3
#5232539
THENCE North 58°17'42" East, for a distance of 248.62 feet to a point for corner;
THENCE North 60°47'38" East, for a distance of 263.85 feet to a point for corner;
THENCE North 76°30'51" East, for a distance of 92.27 feet to a point for corner;
THENCE North 65°56'12" East, for a distance of 100.40 feet to a point for corner;
THENCE North 64°13'39" East, for a distance of 100.18 feet to a point for corner;
THENCE North 60°16'36" East, for a distance of 39.88 feet to a point for corner;
THENCE South 74°12'01" East, for a distance of 70.70 feet to a point for coiner;
THENCE North 60°47'38" East, for a distance of 64.12 feet to a point for corner;
THENCE North 15°47'17" East, for a distance of 73.27 feet to a point for corner;
THENCE North 59°04'32" East, for a distance of 94.25 feet to a point for comer;
THENCE North 55°39'04" East, for a distance of 100.40 feet to a point for corner;
THENCE North 47°37'54" East, for a distance of 114.18 feet to a point for corner;
THENCE North 60°47'38" East, for a distance of 3800.00 feet to a point for confer;
THENCE North 65°20'10" East, for a distance of 189.41 feet to a point for conger;
THENCE North 61 °56'23" East, for a distance of 100.02 feet to a point for corner;
THENCE North 63°39'23" East, for a distance of 100.12 feet to a point for corner;
THENCE North 64°47'53" East, for a distance of 100.24 feet to a point for corner;
THENCE North 66°30'16" East, for a distance of 201.00 feet to a point for corner;
THENCE North 65°56'12" East, for a distance of 100.40 feet to a point for corner;
THENCE North 66°30'16" East, for a distance of 100.50 feet to a point for corner;
THENCE North 63°05'04" East, for a distance of 100.08 feet to a point for corner;
THENCE North 64°13'39" East, for a distance of 100.18 feet to a point for corner;
THENCE North 83°05'27" East, for a distance of 69.58 feet to a point for corner;
ANNEX B to First Amendment
Exhibit A to Special Warranty Deed - Page 4
#5232539
THENCE North 60°39'18" East, for a distance of 33.81 feet to the POINT OF
BEGINNING and CONTAINING 16,451,919 square feet or 377.68 acres of land, more
or less.
Tract 3
BEING a 51.11 acre tract of land situated in the R.P. Hardin Survey, Abstract No. 611 and the
B.B.B. & C.R. Survey, Abstract No. 174, City of The Colony, Denton County, Texas, and being
all of a called 27.073 acre tract of land conveyed by deed to Sealy Spring Creek Partners, L.P., as
recorded in Instrument No. 2007-83136 and all of a called 23.990 acre tract of land conveyed by
deed to Whiteford Limited Partners, as recorded in Instrument No. 2004-132215 Official Public
Records, Denton County, Texas. Said 51.11 acre tract of land being more particularly described
by metes and bounds as follows:
BEGINNING at a found TxDot brass cap in concrete for the northeast corner of said Sealy
Spring Creek Partners tract, being the intersection of the south right-of-way line of Sam Rayburn
Tollway (State Highway 121) (a variable width R,O.W.) and the west right-of-way line of West
Spring Creek Parkway (a 160 foot R.O.W.);
THENCE South 29°24'43" East, along said west right-of-way line of West Spring Creek
Parkway, for a distance of 265.52 feet to a point for corner, being the beginning of a non-tangent
curve to the right having a radius of 970.00 feet, a central angle of 29°13'42" and a long chord
which bears South 14°53'13" East, 489.48 feet;
THENCE southeasterly, along said west right-of-way line and said non-tangent curve to the
right, an are distance of 494.83 feet to a point for corner;
THENCE South 00°22'42" East, continuing along said west right-of-way line, for a distance of
476.17 feet to a point for corner, being the northeast corner of said Whiteford Limited Partners
tract;
THENCE South 00123'35" East, continuing along said west right-of-way line, for a distance of
864.92 feet to a point for corner, being the northeast corner of Lot 1, Block A, Kings Ridge
Addition, Phase Three, an addition to the City of Plano, as recorded in Cabinet X, Page 450, Plat
Records, Denton County, Texas;
THENCE South 89°40'20" West, leaving said west right-of--way line, and following along the
south line of said Whiteford Limited Partners tract and the north line of said Block A, Kings
Ridge Addition, Phase Three, being a common line, for a distance of 1199.93 feet to a point for
corner, being the northwest corner of Lot 23 of said Block A, Kings Ridge Addition, Phase
Three, being in the east right-of-way line of Burlington Northern Railroad (a 100 foot K.O.W. at
this point), and being the beginning of a non-tangent curve to the left having a radius of 3487.75
feet, a central angle of 8°31'36" and a long chord which bears North 01°45'21" West, 518.57
feet;
ANNEX B to First Amendment
Exhibit A to Special Warraply Deed - Page 5
45232539
i
THENCE northwesterly, leaving said common line, and following along said east right-of-way
line of Burlington Northern Railroad and said non-tangent curve to the left, an arc distance of
519.05 feet to a point for corner;
THENCE North 06°43'29" West, continuing along said east right-of-way line, for a distance of
345.89 feet to a point for corner, being the northwest corner of said Whiteford Limited Partners
tract;
THENCE North 07°03'01" West, continuing along said east right-of-way line, for a distance of
628.03 feet to a point for corner, being in. said south right-of-way line of Sam Rayburn Tollway;
THENCE North 60°45'58" East, leaving said east right-of-way line and following along said
south right-of-way line of Sam Rayburn Tollway, for a distance of 254.35 feet to a point for
corner;
THENCE North 63°19'02" East, continuing along said south right-of-way line, for a distance of
585.96 feet to a point for comer;
THENCE North 60°52'09" East, continuing along said south right-of-way line, for a distance of
369.37 feet to the POINT OF BEGINNING and CONTAINING 2,226,193 square feet or 51,11
acres of land, more or less.
~I
i
ANNEX B to First Amendment
Exhibit A to Special Warranty Deed - Page 6
#5232539
Exhibit B to Special Warranty Deed
Description of the Property
(Tract _1 plus Tract 2 SAVE AND EXCEPT 82.09 Acres)
Tract 1
BEING a 377.68 acre tract of land situated in the Thomas A. West Survey, Abstract No. 1344,
the B.B.B. & C.R. Survey, Abstract No. 173, the B.B.B. & C.R. Survey, Abstract No. 174 and
the M.D.T, Hallmark Survey, Abstract No. 570, City of The Colony, Denton County, Texas,
being part of a tract of land described as Tract I as conveyed by deed to Maharishi Global
Development Fund, as recorded in Volume 4555, Page 281, Official Public Records, Denton
County, Texas, being part of a called 122.8106 acre tract of land conveyed by Correction Deeds
to Crow-Billingsley UMF Plano, Ltd., as recorded in Instrument No. 2004-44212, 2004-44213,
2004-44214 and 2004-44218, Official Public Records, Denton County, Texas, and being a part
of McKamy Road (an unrecorded right-of-way) SAVE AND EXCEPT those certain tracts of
land conveyed in deeds recorded in Volume 5366, Page 977, Instrument No. 2006-49955, 2006-
49957 and 2006-75193, Official Public Records, Denton County, Texas. Said remaining 377.68
acre tract of land being more particularly described by metes and bounds as follows:
BEGINNING at a found TxDot brass cap in concrete for the northeast corner of said 377.68 acre
tract, being the intersection of the south right-of-way line of Sam Rayburn Tollway (State
Highway 121) (a variable width R.O.W.) and the west right-of-way line of Burlington Northern
Railroad (a 100 foot R.O.W. at this point);
THENCE continuing with said west right-of-way line of Burlington Northern Railroad as
follows:
THENCE South 06°59'58" East, for a distance of 832.17 feet to a point for corner, being
the beginning of a tangent curve to the right having a radius of 3703.75 feet, a central
angle of 13°04'33" and a long chord which bears South 00°27'42" East, 843.42 feet;
THENCE southeasterly, along said curve to the right, an arc distance of 845.26 feet to a
point for corner;
THENCE South 06°04'35" West, for a distance of 2524.64 feet to a point for corner;
THENCE North 83°17'00" West, for a distance of 190.16 feet to a point for corner;
THENCE South 00°51'51" East, for a distance of 970.10 feet to a point for corner;
THENCE South 89°03'50" West, for a distance of 31.58 feet to a point for corner;
THENCE South 01°14'37" East, for a distance of 448.38 feet to a point for corner, being
the northeast corner of a tract of land conveyed by deed to Frankford Road Investors No.
ANNEX B to First Amendment
Exhibit B to Special Warranty Deed - Page 1
#5232539
1, as recorded in Instrument No. 2006-49957, Official Public Records, Denton County,
Texas;
THENCE North 87°06'22" West, leaving said west right-of-way line and following along the
north line of said Frankford Road Investors No. 1, for a distance of 1240.48 feet to a point for
corner, being in the northerly right-of-way line of Plano Parkway (a 100 foot R.O.W.), and being
the beginning of a non-tangent curve to the left having a radius of 1130.00 feet, a central angle of
103°16'58" and a long chord which bears North 38°43'34" West, 1772.16 feet;
THENCE continuing with said northerly right-of-way line of Plano Road as follows:
THENCE northwesterly, along said non-tangent curve to the left, an are distance of
2036.97 feet to a point for corner;
THENCE South 89°38'05" West, for a distance of 647.23 feet to a point for corner, being
the beginning of a non-tangent curve to the right having a radius of 950.00 feet, a central
angle of 40°05'36" and a long chord which bears North 70°19'29" West, 651.29 feet;
THENCE northwesterly, along said non-tangent curve to the right, an are distance of
664.77 feet to a point for corner, being the beginning of a reverse curve to the left having
a radius of 1050.00 feet, a central angle of 40°14'10" and a long chord which bears North
70°21'30" West, 722.31 feet;
THENCE northwesterly, along said reverse curve to the left, an are distance of 737.37
feet to a point for corner;
THENCE South 89°31'25" West, for a distance of 623.83 feet to a point for corner, being
the beginning of a tangent curve to the right having a radius of 950.00 feet, a central
angle of 52°49'04" and a long chord which bears North 64°04'03" West, 845.07 feet;
THENCE northwesterly, along said curve to the right, an are distance of 875.75 feet to a point
for corner, being the most southerly point of a corner-clip with said south right-of-way line of
Sam Rayburn Tollway (State Highway 121);
THENCE North 08'46'3 1 v East, along said corner-clip, for a distance of 26.03 feet to a
point for corner, being in said south right-of-way line of Sam Rayburn Tollway (State
Highway 121);
THENCE continuing with said south right-of-way line of Sam Rayburn Tollway (State Highway
121) as follows:
THENCE North 60°47'38" East, for a distance of 203.71 feet to a point for coiner;
THENCE North 58°17'36" East, for a distance of 252.11 feet to a point for corner;
ANNEX B to First Amendment
Exhibit B to Special Warranty Deed - Page 2
i #5232539
i
1
THENCE North 55°47'40" East, for a distance of 105.11 feet to a point for corner;
I THENCE North 58°17'42" East, for a distance of 248.62 feet to a point for corner;
THENCE North 60°47'38" East, for a distance of 263.85 feet to a point for corner;
THENCE North 76°30'51" East, for a distance of 92.27 feet to a point for corner;
THENCE North 65°56'12" East, for a distance of 100.40 feet to a point for corner;
THENCE North 64°13'39" East, for a distance of 100.18 feet to a point for corner;
THENCE North 60°16'36" East, for a distance of 39.88 feet to a point for comer;
THENCE South 74'12'0 1 " East, for a distance of 70.70 feet to a point for corner;
THENCE North 60°47'38" East, for a distance of 64.12 feet to a point for comer;
THENCE North 15°47'17" East, for a distance of 73.27 feet to a point for corner;
THENCE North 59°04'32" East, for a distance of 94.25 feet to a point for corner;
i
THENCE North 55°39'04" East, for a distance of 100.40 feet to a point for corner;
THENCE North 47°37'54" East, for a distance of 114.18 feet to a point for corner;
THENCE North 60°47'38" East, for a distance of 3800.00 feet to a point for corner;
THENCE North 65°20' 10" East, for a distance of 189.41 feet to a point for corner;
THENCE North 61 °56'23" East, for a distance of 100.02 feet to a point for corner;
THENCE North 63°39'23" East, for a distance of 100.12 feet to a point for corner;
i
THENCE North 64°47'53" East, for a distance of 100.24 feet to a point for corner;
THENCE North 66°30'16" East, for a distance of 201.00 feet to a point for corner;
THENCE North 65°56'12" East, for a distance of 100.40 feet to a point for corner;
THENCE North 66°30'16" East, for a distance of 100.50 feet to a point for corner;
THENCE North 63 °05'04" East, for a distance of 100.08 feet to a point for corner;
THENCE North 64°1339" East, for a distance of 100.18 feet to a point for corner;
ANNEX B to First Amendment
Exhibit B to Special Warranty Deed - Page 3
X15232539
THENCE North 83°05'27" East, for a distance of 69.58 feet to a point for corner;
THENCE North 60°39'18" East, for a distance of 33.81 feet to the POINT OF BEGINNING and
CONTAINING 16,451,919 square feet or 377.68 acres of land, more or less.
Tract 2
BEING a 51.11 acre tract of land situated in the R.P. Hardin Survey, Abstract No. 611 and the
B.B.B. & C.R. Survey, Abstract No. 174, City of The Colony, Denton County, Texas, and being
all of a called 27.073 acre tract of land conveyed by deed to Sealy Spring Creek Partners, L.P., as
recorded in Instrument No. 2007-83136 and all of a called 23990 acre tract of land conveyed by
deed to Whiteford Limited Partners, as recorded in Instrument No. 2004-132215 Official. Public
Records, Denton County, Texas. Said 51.11 acre tract of land being more particularly described
by metes and bounds as follows:
BEGINNING at a found TxDot brass cap in concrete for the northeast corner of said Sealy
Spring Creek Partners tract, being the intersection of the south right-of-way line of Sam Rayburn
Tollway (State Highway 121) (a variable width R.O.W.) and the west right-of-way line of West
Spring Creek Parkway (a 160 foot R.O. W.);
THENCE South 29°24'43" East, along said west right-of-way line of West Spring Creek
Parkway, for a distance of 265.52 feet to a point for corner, being the beginning of a non-tangent
curve to the right having a radius of 970.00 feet, a central angle of 29°13'42" and a long chord
which bears South 14°53'13" East, 489.48 feet;
THENCE southeasterly, along said west right-of-way line and said non-tangent curve to the
right, an are distance of 494.83 feet to a point for corner;
THENCE South 00°22'42" East, continuing along said west right-of-way line, for a distance of
476.17 feet to a point for corner, being the northeast corner of said Whiteford Limited Partners
tract;
THENCE South 00°23'35" East, continuing along said west right-of-way line, for a distance of
864.92 feet to a point for comer, being the northeast corner of Lot 1, Block A, Kings Ridge
Addition, Phase Three, an addition to the City of Plano, as recorded in Cabinet X, Page 450, Plat
Records, Denton County, Texas;
THENCE South 89°40'20" West, leaving said west right-of-way line, and following along the
south line of said Whiteford Limited Partners tract and the north line of said Block A, Kings
Ridge Addition, Phase Three, being a common line, for a distance of 1199.93 feet to a point for
corner, being the northwest coiner of Lot 23 of said Block A, Kings Ridge Addition, Phase
Three, being in the east right-of-way line of Burlington Northern Railroad (a 100 foot R.O.W. at
this point), and being the beginning of a non-tangent curve to the left having a radius of 3487.75
i
i
ANNEX B to Fast Amendment
Exhibit B to Special Warranty Deed - Page 4
j #5232539
j
feet, a central angle of 8°31'36" and a long chord which bears North 01'45'21" West, 518.57
feet;
THENCE northwesterly, leaving said common line, and following along said east right-of-way
line of Burlington Northern Railroad and said non-tangent curve to the left, an are distance of
519.05 feet to a point for corner;
THENCE North 06°43'29" West, continuing along said east right-of-way line, for a distance of
345.89 feet to a point for corner, being the northwest corner of said Whiteford Limited Partners
tract,
THENCE North 07°03'01" West, continuing along said east right-of-way line, for a distance of
628.03 feet to a point for corner, being in said south right-of-way line of Sam Rayburn Tollway;
THENCE North 60°4558" East, leaving said east right-of-way line and following along said
south right-of-way line of Sam Rayburn Tollway, for a distance of 254.35 feet to a point for
corner;
THENCE North 63°19'02" East, continuing along said south right-of-way line, for a distance of
585.96 feet to a point for corner;
THENCE North 60°52'09" East, continuing along said south right-of-way line, for a distance of
369,37 feet to the POINT OF BEGINNING and CONTAINING 2,226,193 square feet or 51.11
acres of land, more or less.
SAVE AND EXCEPT 82.09 ACRES
Being a 82.09 acre tract of land situated in the B.B.B. & C.R.R. Survey, Abstract No. 174, and the
Thomas A. West Survey, Abstract No. 1344, Denton County, Texas, and being a portion of a tract of land
conveyed by deed to 121 Acquisition Company, LLC., as recorded in Instrument No. 2011-114773, Deed
Records, Denton County, Texas, and being more particularly described as follows:
COMMENCING at a found Txdot monument, said point being the northwest corner of said 121
Acquisition Company, LLC tract and being in the south right-of-way line of State Highway 121 (having a
variable width R.O.W.);
THENCE South 83°56'15" East, leaving said south right-of-way line, a distance of 2380.35 feet to a point
for the POINT OF BEGINNING, said point being in the existing east right-of-way line of Plano Parkway
(having a 100 foot R,O.W.);
THENCE North 00000100" West, leaving said existing east right-of-way line, a distance of 560.75 feet to
a point for corner, for the beginning of a tangent curve to the left having a radius of 78.50 feet, a central
angle of 65°00'00", and a long chord which bears North 32°30'00" West, 84.36 feet;
THENCE along said tangent curve to the left, an are distance of 89.06 feet to a point for corner;
ANNEX B to First Amendment
Exhibit B to Special Warranty Deed - Page 5
#5232539
THENCE North 65°00'00" West, a distance of 259.91 feet to a point for corner, for the beginning of a
tangent curve to the right having a radius of 100.00 feet, a central angle of 35°00'00", and a long chord
which bears North 47°30'00" West, 60.14 feet;
THENCE along said tangent curve to the right, an are distance of 61.09 feet to a point for corner;
THENCE North 30°00'00" West, a distance of 390.00 feet to a point for corner;
THENCE North 60°47'38" East, a distance of 20.99 feet to a point for corner, for the beginning of a
tangent curve to the left having a radius of 740.00 feet, a central angle of 2°02'01 and a long chord
which bears North 59°46'37" East, 26.26 feet;
THENCE along said tangent curve to the left, an arc distance of 26.27 feet to a point for corner;
THENCE South 30°00'00" East, a distance of 121.86 feet to a point for corner, for the beginning of a
tangent curve to the left having a radius of 89.75 feet, a central angle of 35°00'00", and a long chord
which bears South 47°30'00" East, 53.98 feet;
THENCE along said tangent curve to the left, an arc distance of 54.83 feet to a point for corner;
THENCE South 65°00'00" East, a distance of 254.03 feet to a point for corner;
THENCE North 90°00'00" East, a distance of 25.58 feet to a point for corner;
i
THENCE South 63140'44" East, a distance of 478.61 feet to a point for comer, said point being in the
face of garage;
THENCE North 90°00'00" East, along said face of garage, a distance of 113.01 feet to a point for corner,
said point being the face of building;
THENCE North 00°00'00" East, along said face of building, a distance of 398.00 feet, and continuing a
total distance of 427.50 feet to a point for comer;
THENCE North 90°00'00" East, a distance of 283.92 feet to a point for corner, for the beginning of a
tangent curve to the left having a radius of 118.50 feet, a central angle of 27°06'17", and a long chord
which bears North 76°26'51" East, 55.54 feet;
i THENCE along said tangent curve to the left, an are distance of 56.06 feet to a point for corner, for the
beginning of a reverse curve to the right having a radius of 81.50 feet, a central angle of 54°12'34", and a
long chord which bears South 90°00'00" East, 74.27 feet;
THENCE along said reverse curve to the right an arc distance of 77.11 feet to a point for corner, for the
beginning of a reverse curve to the left having a radius of 118.50 feet, a central angle of 27°06'17", and a
long chord which bears South 76°26'51" East, 55.54 feet;
THENCE along said reverse curve to the left an arc distance of 56.06 feet to a point for corner;
j THENCE North 90°00'00" East, a distance of 224.01 feet to a point for corner, for the beginning of a
tangent curve to the left having a radius of 74.50 feet, a central angle of 60°00'00", and a long chord
which bears North 60°00'00" East, 74.50 feet;
ANNEX B to First Amendment
Exhibit B to Special Warranty Deed - Page 6
#5232539
I
,I
THENCE along said tangent curve to the left, an are distance of 78,02 feet to a point for corner;
THENCE South 60°00'00° East, a distance of 66.45 feet to a point for corner;
THENCE South 22°25'10" East, a distance of 211.39 feet to a point for corner;
THENCE South 00°00'00" West, a distance of 95.61 feet to a point for corner;
THENCE North 90°00'00" East, a distance of 1499.37 feet to a point for corner;
THENCE South 45°37`45" East, a distance of 369.46 feet to a point for corner, for the beginning of a non
tangent curve to the left, having a radius of 840.00 feet and a central angle of 39119'11 and a long chord
which bears South 24°42'40" West, 565.21 feet;
THENCE along said non-tangent curve to the left an arc distance of 576.46 feet to a point for corner, for
the beginning of a reverse curve to the right having a radius of 760.00 feet, a central angle of 35°53'29",
and a long chord which bears South 22°59'48" West, 468.33 feet;
THENCE along said reverse curve to the right an arc distance of 476,08 feet to a point for corner;
THENCE North 50°00'00" West, a distance of 72.29 feet to a point for corner, for the beginning of a
tangent curve to the left having a radius of 87.50 feet, a central angle of 40°00'00", and a long chord
which bears North 70°00'00" West, 59.85 feet;
i THENCE along said tangent curve to the left, an arc distance of 61.09 feet to a point for corner;
THENCE North 90°00'00" West, a distance of 441.04 feet to a point for corner, for the beginning of a
tangent curve to the left having a radius of 19.50 feet, a central angle of 90°00'00", and along chord
which bears South 45°00'00" West, 27.58 feet;
THENCE along said tangent curve to the left, an are distance of 30.63 feet to a point for corner,.
T14ENCE South 00100'00" West, a distance of 41.01 feet to a point for corner, for the beginning of a
tangent curve to the right having a radius of 225.73 feet and a central angle of 30°04'42" and a long chord
which bears South 15°59'58" West, 117.14 feet;
THENCE along said tangent curve to the right an arc distance of 118.50 feet to a point for corner;
THENCE South 31'02'19" West, a distance of 21.72 feet to a point for corner, for the beginning of a non-
tangent curve to the left having a radius of 1130.00 feet and a central angle of 33°00'40", and a long chord
which bears North 73°51'43" West, 642.08 feet, said point being in the existing east right-of-way line of
said Plano Parkway;
THENCE along said existing east right-of-way line, and along said non-tangent curve to the left an arc
distance of 651.05 feet to a point for corner;
THENCE South 89°38'05" West, continuing along said existing east right-of-way line, a distance of
647.23 feet to a point for corner, for the beginning of a non-tangent curve to the right having a radius of
i ANNEX B to First Amendment
Exhibit B to Special Warranty Deed - Page 7
#5232539
950.00 feet and a central angle of 40°05'36" and a long chord which bears North 70°19'29" West, 651.29
feet;
THENCE continuing along said existing east right-of-way line, and along said non-tangent curve to the
right an are distance of 664.77 feet to a point for corner, for the beginning of a reverse curve to the left
having a radius of 1050.00 feet, a central angle of 10°49'02", and a long chord which bears North
55°41'04" West, 197.94 feet;
THENCE continuing along said existing east right-of-way line, and along said reverse curve to the left, an
are distance of 198.23 feet to the POINT OF BEGINNING and CONTAINING 3,575,716 square feet,
82.09 acres of land, more or less.
ANNEX B to Fast Amendment
Exhibit B to Special Warranty Deed - Page 8
#5232539
i
Exhibit C to Special Warranty Deed
Benefitted Property (82.09 acres)
Being a 82.09 acre tract of land situated in the B.B.B. & C.RR. Survey, Abstract No. 174, and the
Thomas A. West Survey, Abstract No. 1344, Denton County, Texas, and being a portion of a tract of land
conveyed by deed to 121 Acquisition Company, LLC., as recorded in Instrument No. 2011-114773, Deed
Records, Denton County, Texas, and being more particularly described as follows:
COMMENCING at a found Txdot monument, said point being the northwest corner of said 121
Acquisition Company, LLC tract and being in the south right-of-way line of State Highway 121 (having a
variable width R.O.W.);
THENCE South 83°56'15" East, leaving said south right-of-way lure, a distance of 2380.35 feet to a point
for the POINT OF BEGINNING, said point being in the existing east right-of-way line of Plano Parkway
(having a 100 foot R.O.W.);
THENCE North 00°00'00" West, leaving said existing east right-of-way line, a distance of 560.75 feet to
a point for corner, for the beginning of a tangent curve to the left having a radius of 78.50 feet, a central
angle of 65°00'00", and a long chord which bears North 32°30'00" West, 84.36 feet;
THENCE along said tangent curve to the left, an are distance of 89.06 feet to a point for corner;
THENCE North 65°00'00" West, a distance of 259.91 feet to a point for corner, for the beginning of a
tangent curve to the right having a radius of 100.00 feet, a central angle of 35°00'00", and a long chord
I which bears North 47°30'00" West, 60.14 feet;
I THENCE along said tangent curve to the right, an are distance of 61.09 feet to a point for corner;
THENCE North 30°00'00" West, a distance of 390.00 feet to a point for corner;
THENCE North 60°47'38" East, a distance of 20.99 feet to a point for corner, for the beginning of a
tangent curve to the left having a radius of 740.00 feet, a central angle of 2°02'01", and a long chord
which bears North 59°46'37" East, 26.26 feet;
THENCE along said tangent curve to the left, an are distance of 26.27 feet to a point for corner;
THENCE South 30°00'00" East, a distance of 121.86 feet to a point for confer, for the beginning of a
tangent curve to the left having a radius of 89,75 feet, a central angle of 35°00'00", and a long chord
i which bears South 47°30'00" East, 53.98 feet;
l "THENCE along said tangent curve to the left, an are distance of 54.83 feet to a point for corner;
i
THENCE South 65°00'00" East, a distance of 254.03 feet to a point for corner;
THENCE North 90°00'00" East, a distance of 25.58 feet to a point for corner;
THENCE South 63°40'44" East, a distance of 478.61 feet to a point for corner, said point being in the
face of garage;
f ANNEX B to First Amendment
Exhibit C to Special Warranty Deed Page 1
#5232539
THENCE North 90100'00" East, along said face of garage, a distance of 113.01 feet to a point for corner,
i said point being the face of building;,
i
THENCE North 00°00'00" East, along said face of building, a distance of 398.00 feet, and continuing a
total distance of 427.50 feet to a point for corner;
THENCE North 90°00'00" East, a distance of 28392 feet to a point for corner, for the beginning of a
tangent curve to the left having a radius of 118.50 feet, a central angle of 27°06'17", and a long chord
which bears North 76°26'51" East, 55.54 feet;
THENCE along said tangent curve to the left, an are distance of 56.06 feet to a point for corner, for the
beginning of a reverse curve to the right having a radius of 81.50 feet, a central angle of 54°12'34", and a
long chord which bears South 90°00'00" East, 74.27 feet;
THENCE along said reverse curve to the right an arc distance of 77.11 feet to a point for corner, for the
beginning of a reverse curve to the left having a radius of 118.50 feet, a central angle of 27°06'17", and a
long chord which bears South 76°26'51" East, 55.54 feet;
THENCE along said reverse curve to the left an arc distance of 56.06 feet to a point for corner;
THENCE North 90°00'00" East, a distance of 224.01 feet to a point for corner, for the beginning of a
tangent curve to the left having a radius of 74.50 feet, a central angle of 60°00'00", and a long chord
which bears North 60°00'00" East, 74.50 feet;
THENCE along said tangent curve to the left, an are distance of 78.02 feet to a point for confer;
THENCE South 60°00'00" East, a distance of 66.45 feet to a point for corner;
THENCE South 22°25'10" East, a distance of 211.39 feet to a point for corner;
THENCE South 00°00'00" West, a distance of 95.61 feet to a point for corner;
THENCE North 90°00'00" East, a distance of 1499.37 feet to a point for corner;
THENCE South 45°37'45" East, a distance of 369.46 feet to a point for corner, for the beginning of a non-
tangent curve to the left, having a radius of 840.00 feet and a central angle of 39°19'11 and a long chord
which bears South 24°42'40" West, 565.21 feet;
THENCE along said non-tangent curve to the left an are distance of 576.46 feet to a point for corner, for
the beginning of a reverse curve to the right having a radius of 760.00 feet, a central angle of 35°53'29",
and a long chord which bears South 22159'48" West, 468.33 feet;
THENCE along said reverse curve to the right an arc distance of 476.08 feet to a point for corner;
I
THENCE North 50°00'00" West, a distance of 72.29 feet to a point for corner, for the beginning of a
tangent curve to the left having a radius of 87.50 feet, a central angle of 40°00'00", and a long chord
which bears North 70°00'00" West, 59.85 feet;
i
I
i
ANNEX B to First Amendment
Exhibit C to Special Warranty Deed - Page 2
#5232539
I
I
THENCE along said tangent curve to the left, an are distance of 61.09 feet to a point for corner;
THENCE North 90°00'00" West, a distance of 441.04 feet to a point for corner, for the beginning of a
tangent curve to the left having a radius of 19.50 feet, a central angle of 90°00'00", and a long chord
which bears South 45°00'00" West, 27.58 feet;
THENCE along said tangent curve to the left, an are distance of 30.63 feet to a point for corner;
THENCE South 00°00'00" West, a distance of 41.01 feet to a point for corner, for the beginning of a
tangent curve to the right having a radius of 225.73 feet and a central angle of 30°04'42" and a long chord
which bears South 15°59'58" West, 117.14 feet;
THENCE along said tangent curve to the right an are distance of 118.50 feet to a point for corner;
THENCE South 31'02'19" West, a distance of 21.72 feet to a point for corner, for the beginning of a non-
tangent curve to the left having a radius of 1130.00 feet and a central angle of 33°00'40", and a long chord
which bears North 73°51'43" West, 642.08 feet, said point being in the existing east right-of-way line of
said Plano Parkway;
THENCE along said existing east right-of-way line, and along said non-tangent curve to the left an are
distance of 651.05 feet to a point for corner;
TIIENCE South 89°38'05" West, continuing along said existing east right-of-way line, a distance of
647.23 feet to a point for corner, for the beginning of a non-tangent curve to the right having a radius of
950.00 feet and a central angle of 40°05'36" and a long chord which bears North 70°19'29" West, 651.29
feet;
THENCE continuing along said existing east right-of-way line, and along said non-tangent curve to the
right an arc distance of 664.77 feet to a point for corner, for the beginning of a reverse curve to the left
having a radius of 1050.00 feet, a central angle of 10°49'02", and a long chord which bears North
55°41'04" West, 197.94 feet;
THENCE continuing along said existing east right-of-way line, and along said reverse curve to the left, an
arc distance of 198.23 feet to the POINT OF BEGINNING and CONTAINING 3,575,716 square feet,
82.09 acres of land, rnore or less.
ANNEX B to First Amendment
Exhibit C to Special Warranty Deed - Page 3
#5232539
Exhibit D to Special Warranty Deed
Permitted Exceptions
1. The following restrictive covenants of record itemized below:
under Clerks File No. 2011-114788, 2011-114786, 2011-144787, 2011-114785, Deed
Records, Denton County, Texas (Tract 2) , but omitting any covenant or restriction based
on race, color, religion, sex, handicap, familial status or national origin unless and only to
the extent that said covenant (a) is exempt under Chapter 42, Section 3607 of the United
States Code or (b) relates to handicap but does not discriminate against handicapped
persons.
2. Standby fees, taxes and assessments by any taxing authority for the year 2012, and
subsequent years; and subsequent taxes and assessments by any taxing authority for prior
years due to change in land usage or ownership.
3. Any encroachment, encumbrance, violation, variation, or adverse circumstance affecting
the title that would be disclosed by an accurate and complete land survey of the Land.
4. Terms, conditions and stipulations of Reciprocal Access Easement Agreement dated
11/30/2011, filed 12/01/2011, 2011-114776, Real Property Records of Denton County,
Texas. (Affects Tract 1).
5. Matters contained in that certain document
Entitled: License Agreement
Dated: September 5, 2012
Executed by: 121 Acquisition Company and Mario Sinacola & Sons Excavating, Inc.
Which provides for, among other things: constructing, installing, completing, inspecting,
operation, maintaining, using repairing, modifying, reconfiguring and removing a
temporary batch plant
Reference is hereby made to said document for Rill particulars.
Affects: Tract 1 Parcel A
6. Building setback lines, easements and other matters, as shown or provided for on plat
reciorded in Cabinet V, Slide 187, Plat Records, Denton County, Texas.
40' drainage easements;
30' drainage easement;
Variable width inutual access easement;
10' water easement;
ANNEX B to Fh-st Amendment
Exhibit D to Special Warranty Deed - Page 1
5232539
20 existing water easement;
Variable width existing utility easement;
5' private water easement;
Variable width sanitary sewer easement and
25' building line.
(Affects Tract 1 Parcel B)
7. Easement granted by M.E. Tittle and wife, Dixie C. Tittle to Denton County Electric
Cooperative, Inc., dated 05/09/1950, filed 5/07/1954, recorded in Volume 404, Page 192,
Real Property Records of Denton County, Texas. (Affects Tract I Parcel B).
8. Easement granted by Lee McKamy and Mrs. Hattie McKamy to Denton County Electric
Cooperative, Inc., dated 03/03/1938, filed 02/05/1954, recorded in Volume 403, Page
373, Real Property Records of Denton County, Texas. (Affects Tract 1 Parcel B).
9. Easement granted by M.E. Tittle to Lebanon Water Supply Corporation, dated
06/18/1957, as attached to and affected by Assignment of Easements executed by
Lebanon Water Supply Corporation to the City of The Colony, filed 10/29/1992,
recorded in Volume 3361, Page 358, Real Property Records of Denton County,
Texas,(Affects Tract 1 Parcel B).
10. Easement granted by CB/Tittle, Ltd., to the City of Lewisville, dated 05/20/2003, filed
07/21/2003, recorded in Volume 5378, Page 2571, Real Property Records of Denton
County, Texas. (Affects Tract 1 Parcel B).
11. Easement granted by CB/Tittle, Ltd., to the City of Lewisville, dated 05/21/2009, filed
05/29/2009, 2009-64316, Real Property Records of Denton County, Texas.(Affects Tract
1 Parcel B).
The Following Affect Tract 2
12. Easement granted by Daisy McDaniel to Denton County Electric Cooperative, Inc., dated
03/03/1938, filed 02/04/1954, recorded in Volume 403, Page 370, Real Property Records
of Denton County, Texas.
13. Easement granted by M.P. Tittle to Denton County Electric Cooperative, Inc., dated
05/09/1950, filed 05/07/1954, recorded in Volume 404, Page 192, Real Property Records
of Denton County, Texas.
ANNEX 13 to First Amendment
Exhibit D to Special Warran Deed - Page 2
5232539
I
14, Ten foot (10') wide easement to construct, reconstruct and maintain utility lines granted
by Crow-Billingsley Manderian, Ltd., et al, to the City of The Colony, dated 03/15/1989,
filed 03/17/1989, recorded in Volume 2546, Page 818, Real Property Records of Denton
County, Texas.
15. Ten foot (10) wide easement for underground electric supply lines granted by University
Business Park Phase 11 Limited, et al, to Texas Power & Light Company, dated
05/16/1989, filed 05/18/1989, recorded in Volume 2580, Page 486, Real Property
Records of Denton County, Texas.
i
16. Twenty five foot (25') wide easement for construction, reconstruction, maintenance,
repairs and replacement of water and wastewater utilities granted by Crow-Billingsley
Manderian, Ltd., et al, to the City of The Colony, dated 08/06/2004, filed 08/19/2004,
under Clerk's File No. 2004-1 1 0477, Real Property Records of Denton County, Texas.
17. Twenty-five foot (25') wide easement for construction, reconstruction, maintenance,
repairs and replacement of utilities granted by Crow-Billingsley UMF Piano, Ltd., to the
City of The Colony, dated 02/26/2008, filed 05/14/2008, under Clerk's File No. 2008-
52212, Real Property Records of Denton County, Texas.
18. Matters contained in that certain document
Entitled: Special Warranty Deed
Dated: November 30, 2011
Executed by: and between Laurel Real Estate Holdings I, Inc., and 121 Acquisition
Company, LLC
Recording Date: December 1, 2011
Recording No: under Clerk's File No. 2011-114788, Deed Records, Denton County,
Texas.
Which provides for, among other things: Restrictions
Reference is hereby made to said document for full particulars.
1 19. Matters contained in that certain document
Entitled: Special Warranty Deed
Dated: November 30, 2011
Executed by: and between Crow-Billingsley UMF Plano, Ltd. and 121 Acquisition
Company, LLC
Recording Date: December 1, 2011
E Recording No: under Clerk's File No. 2011-114786, Deed Records, Denton County,
Texas.
Which provides for, among other things: Restrictions
I
Reference is hereby made to said document for full particulars.
I
ANNEX B to First Amendment
Exhibit D to Special Warrant Deed - Page 3
5232539
20. Matters contained in that certain document
Entitled: Special Warranty Deed
Dated: November 30, 2011
Executed by: and between PBC 14 AR Land, Ltd., and 121 Acquisition Compasny, LLC
Recording Date: December 1, 2011
Recording No: under Clerk's File No. 2011-114787, Deed Records, Denton County,
Texas.
Which provides for, among other things: Restrictions
Reference is hereby made to said document for full particulars.
21. Matters contained in that certain document
Entitled: Special Warranty Deed
Dated: November 30, 2011
Executed by: and between Laurel Real Estate Holdings IT, Inc., and 121 Acquisition
Compasny, LLC
Recording Date: December 1, 2011
Recording No: under Clerk's File No. 2011-114785, Deed Records, Denton County,
Texas.
Which provides for, among other things: Restrictions
Reference is hereby made to said document for full particulars.
22. Easement to Lebanon Water Supply Corporation, filed 05/02/1966, recorded in Volume
537, Page 392, Real Property Records of Denton County, Texas.
23. Forty foot (40') wide ingress and egress easement granted in Ingress and Egress Easement
filed 10/26/1967, recorded in Volume 558, Page 173, Real Property Records of Denton.
County, Texas.
24. Twenty-five foot (25') wide easement for utility lines along the southern boundary of the
subject property abutting Plano Parkway granted in Easement granted by Maharishi
Global Development Fund to the City of The Colony, dated 10/18/2000, filed
10/25/2000, recorded in Volume 4703, Page 1038, Real Property Records of Denton
County, Texas.
25. Limited; or lack of access to road or highway abutting subject property as set forth in
instrument filed 12/30/2002, recorded in Volume 5241, Page 5213, Real Property
Records of Denton County, Texas.
26. Mineral estate and interest, and all rights incident thereto, described in instrument
recorded in Volume 570, Page 299, Real Property Records of Denton County, Texas.,
Title to said interest not checked subsequent to the date thereof.
ANNEX B to First Amendment
Exhibit D to Special Warranty Deed - Page 4
5232539
The Following Affect Tract 3
27. Easement to construct, reconstruct and maintain drainage facilities created in Drainage
Easement to City of Plano, dated November 2,1999, filed November 4, 1999, executed by
Thompson/MeSpedden Family Partners, Ltd., a Texas limited partnership and Whiteford
Limited Partnership, a Texas limited partnership, recorded in Volume 4461, Page 1405,
Real Property Records, Denton County, Texas..
28. Twenty foot (20') wide easement for sanitary sewer pipeline along northern boundary of
land created in Easement for Right of Way to North Texas Municipal Water District,
dated November 24, 2003, filed December 18, 2003, executed by Whiteford Limited
Partnership & Thompson/MeSpedden Family Partners, Ltd., recorded under Clerk's File
No. 2003-203939, Real Property Records, Denton County, Texas.
29. Ten (10') wide easement for electric and communications facilities along northern and
eastern boundaries of land created in Easement and Right of Way to Oncor Electric
Delivery Company LLC, a Delaware limited liability company, dated March 11, 2009,
filed March 27, 2009, executed by Spring Creek Partners L.P., a Georgia limited
partnership, recorded under Clerk's File No. 2009-36324, Official Public Records,
Denton County, Texas.
30. Twenty (20') foot wide easement and right of way, together with appurtenances, for
sanitary sewer pipeline executed by Whiteford Limited Partnership and
Thompson/McSpedden Family Partners, Ltd. to North Texas Municipal Water District,
dated November 24, 2003, filed December 18, 2003, recorded under Document No.
2003-203939, Official Public Records, Denton County, Texas.
31. Rights of Nicky James, as Tenant, under unrecorded written Farming and Grazing Lease
dated January 1, 2012 by and between 121 Acquisition Company, LLC ("Landlord"), and
Nicky James ("Tenant").
Affects: All tracts
ANNEX B to First Amendment
Exhibit D to Special Warranty Deed - Page 5
5232539
ANNEX C
CORRECTION DEED OF TRUST
f
NOTICE OF CONFIDENTIALITY RIGHTS: IF YOU ARE A NATURAL PERSON, YOU MAY
REMOVE OR STRIKE OUT ANY AND ALL OF THE FOLLOWING INFORMATION FROM
THIS INSTRUMENT BEFORE IT IS FILED FOR RECORD IN THE PUBLIC RECORDS:
SOCIAL SECURITY NUMBER OR YOUR DRIVER'S LICENSE NUMBER.
STATE OF TEXAS §
§ KNOW ALL MEN BY THESE PRESENTS:
COUNTY OF DENTON §
This Correction Deed of Trust is being executed, delivered and recorded in replacement
and in lieu of, and in substitution for, that certain Deed of Trust (the "Prior Incorrect Deed of
Trust") dated September 26, 2012 by The Colony Local Development Corporation and The
Colony Economic Development Corporation, and recorded as Document No. 2012-112924 on
October 4, 2012 with the Clerk of Denton County, Texas, for the purpose of correcting the Prior
Incorrect Deed of Trust by (a) correctly adding The Colony Economic Development Corporation
as one of the three (3) Grantors and Borrowers, (b) correcting the respective proportionate
liability of the three (3) respective Grantors/Borrowers as set forth in the last paragraph of the
Prior Incorrect Deed of Trust, (c) correcting the legal description of the Property erroneously
described in the Prior Incorrect Deed of Trust to delete the approximate 5.02 acre tract of land
mistakenly described as Tract I in Exhibit A attached to the Prior Incorrect Deed of Trust, and
(d) reducing the original principal balance of the Note from $51,018,368.18 to $50,290,197.45 as
a result of the approximate 5.02 acre reduction in the size of the Property as a result of
inadvertent and mutual mistakes made in the Prior Incorrect Deed of Trust.
Terms:
I Date of Correction Deed of Trust: September 26, 2012
Grantors: The Colony Local Development Corporation, The Colony Economic
Development Corporation, and The Colony Community Development
Corporation
Grantors' Mailing Address: 6800 Main Street
The Colony, Texas, 75056
1 Trustee: Tom Rosen
Trustee's Mailing Address: Glast, Phillips & Murray
A Professional Corporation
14801 Quorum Drive, Suite 500
Dallas, TX 75254
Attn: Thomas Rosen
ANNEX C to First Amendment
I
Correction Deed of Trust - Page 1
j #5231505
G
f
With a copy to:
Brown and Hofineister, LLP
740 East Campbell Road, Suite 800
Richardson, TX 75081
Lender: 121 Acquisition Company, LLC, a Texas limited liability company
Lender's Mailing Address: 700 S. 72 Street
Omaha, NE 68114
Attention: Ryan Blumkin
With a copy to:
Shupe Ventura Lindelow & Olson, PLLC
Attention: Misty Ventura
9406 Biscayne Blvd.
Dallas, Texas 75218
Obligation:
Promissory Note:
Date: September 26, 2012
Original principal amount: FIFTY MILLION TWO HUNDRED NINETY
THOUSAND ONE HUNDRED NINETY-SEVEN AND 45/100THS
DOLLARS ($50,290,197.45) (the "Obligation")
Borrowers: The Colony Local Development Corporation, The Colony
Economic Development Corporation, and The Colony Community
Development Corporation
Lender: 121 Acquisition Company, LLC
Maturity Date: December 31, 2013
Property (including any improvements): The real property described on Exhibit A attached
hereto and incorporated herein by this reference.
Other Exceptions to Conveyance and Warranty: Those set forth on Exhibit B attached
hereto and incorporated herein by reference.
For value received and to secure payment of the Obligation, Grantors convey the Property to
Trustee in trust. Grantors warrant and agree to defend the title to the Property, subject to the
Other Exceptions to Conveyance and Warranty. On payment in full of the Obligation and all
other amounts secured by this Correction Deed of Trust, this Correction Deed of Trust will have
no further effect, and Lender shall promptly release this Correction Deed of Trust upon written
request by Grantors and at Grantors' sole cost and expense.
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Correction Deed of Trust - Page 2
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Clauses and Covenants
A. Grantorsi Obligations
Grantors agree to defend title to the Property subject only to the Other Exceptions to
Conveyance and Warranty, to preserve the lien's priority as it is established in this Correction
Deed of Trust, and to notify Lender of any material change in circumstances affecting the
Property.
B. Lender's Rights
1. Lender, Lender's mortgage servicer or designee may each appoint in writing a
substitute trustee, succeeding to all rights, authority and responsibilities of Trustee and, upon
such appointment, the term "Trustee" as used herein shall be deemed to refer to the original
Trustee and any substitute trustee or successor thereto.
2. Lender may apply any proceeds received under the property insurance policies
covering the Property either to (a) reduce the Obligation, or (b) to repair or replace damaged or
destroyed improvements covered by such insurance policies.
3. Notwithstanding anything in the terms of the Note to the contrary, and unless
applicable law prohibits, all payments received by Lender from Grantors with respect to the
Obligation or this Correction Deed of Trust may, at Lender's option, be applied first to amounts
payable under this Correction Deed of Trust and then to amounts due and payable to Lender with
respect to the Obligation, to be applied to late charges, principal, or interest in the order
determined by Lender at its option.
4. If Grantors fail to perform any of Grantors' obligations under this Correction
Deed of Trust, Lender may, but shall not be obligated to, perform those obligations and shall be
reimbursed by Grantors on demand for any amounts so paid, including reasonable attorneys'
fees, plus interest on those amounts from the dates of payment at the rate stated in the Note for
matured, unpaid amounts. Any such amounts to be reimbursed by Grantors will be secured by
this Correction Deed of Trust and shall be deemed a portion of the Obligation.
5. If there is a default on the Obligation or if Grantors fail to perform any of
Grantors' obligations and the default continues after any required notice of the default and the
time allowed to cure under the Obligation, if any, Lender may:
a. direct Trustee to foreclose the lien secured by this Correction Deed of
Trust, in which case Lender, Lender's agent or designee will cause notice
of the foreclosure sale to be given as provided by the Texas Property Code
as then in effect; and
b. purchase the Property at any foreclosure sale in the name of Lender or an
affiliate of Lender by offering the highest bid at any such foreclosure sale,
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it
and the amount of such bid shall be credited against the Obligation and
any other amounts owing hereunder or under the Obligation.
6. Lender may remedy any default without waiving any claims therefor and,
additionally, may waive any default without waiving any prior or subsequent default.
C. Trustee's Rights and Duties
If directed by Lender to foreclose this lien, Trustee will:
1. either personally or by agent gives notice of the foreclosure sale as required by the
Texas Property Code as then in effect;
2. sell and convey all or part of the Property "AS IS" and "WITH ALL FAULTS" to
the highest bidder for cash with a special warranty binding Grantors, subject to the Other
Exceptions to Conveyance and Warranty and without representation or warranty, express or
implied, by Trustee; and
3. from the proceeds of the sale, pay, in this order:
a. expenses of foreclosure, including a reasonable commission to Trustee and
any reasonable attorneys' fees in connection therewith;
b. to Lender, the full amount of principal, interest, reasonable attorneys' fees,
real property taxes, insurance and other charges due and unpaid including,
without limitation, the amount of the Obligation;
C. any amounts required by law to be paid before payment to Grantors; and
d. to Grantors, any amount remaining after payment in full of the foregoing
amounts and the Obligation.
D. General Provisions
1. If any portion of the Property is sold under this Correction Deed of Trust,
Grantors must immediately surrender possession to the purchaser. Subject to any specific
express written "hold over" or "lease back" agreement executed between Grantors and such
purchaser, if Grantors fail to immediately surrender possession to such purchaser, Grantors will
become tenants at sufferance of the purchaser, subject to an action for forcible detainer.
ANNEX C to First Amendment
Correction Deed of Trust - Page 4
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2. Grantors must obtain the prior written consent of Lender in connection with any
sale by Grantors of the Property or any portion thereof and any sale purportedly consummated
without so obtaining Lender's prior written consent will be deemed void ab initio.
3. Recitals in any trustee's deed conveying the Property will be presumed to be true.
4. Proceeding under this Correction Deed of Trust, filing suit for foreclosure, or
pursuing any other remedy will not constitute an election of remedies and shall not limit Lender's
remedies hereunder, at law or in equity.
5. The lien created by this Correction Deed of Trust shall remain superior to liens
later created, even if the time of payment of all or part of the Obligation is extended or any
portion of the Property is released.
6. If any portion of the Obligation cannot be lawfully secured by this Correction
Deed of Trust, any payments will be applied first to discharge that portion of the Obligation that
cannot be lawfully secured.
7. Grantors assign to Lender all amounts payable to or received by Grantors from
condemnation of all or any portion of the Property, from private sale in lieu of condemnation,
and from damages caused by public works or construction on or near the Property. After
deducting any expenses incurred by Lender, including reasonable attorneys' fees and court and
other costs, Lender at Lender's option will either (a) release any remaining amounts to Grantors,
or (b) apply such amounts to reduce the Obligation. Lender shall not be liable for the failure to
collect or to exercise diligence in collecting any such amounts. Grantors shall immediately
deliver written notice to Lender of any actual or threatened proceedings for condemnation of all
or a portion of the Property.
8. Grantors hereby assign to Lender not only as collateral, all present and future rent
and other income and receipts from the Property. Grantors hereby warrant the validity and
enforceability of the foregoing assignment. Grantors may collect rent and other income and
receipts so long as Grantors have not committed a default with respect to the Obligation, the
Note or this Correction Deed of Trust. Grantors shall apply all rent and other income and receipts
to payment of the Obligation and performance of this Correction Deed of Trust, but if the rent
and other income and receipts exceed the amount due with respect to the Obligation and the
Correction Deed of Trust, Grantors may retain the excess. If Grantors default in payment of the
Obligation or performance of this Correction Deed of Trust, Lender may terminate Grantors'
rights to collect rent and other income and then as Grantors' agent may rent the Property and
collect all rent and other income and receipts. Lender neither has nor assumes any obligations as
lessor or landlord with respect to any occupant of the Property. Lender may exercise Lender's
ANNEX C to First Amendment
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rights and remedies under this paragraph without taking possession of the Property. Lender will
apply all rent and other income and receipts collected under this paragraph first to expenses
incurred in exercising Lender's rights and remedies and then to Grantors' obligations with respect
to the Obligation and this Correction Deed of Trust in the order determined by Lender at its
option. Lender is not required to act under this paragraph, and acting under this paragraph shall
not waive any of Lender's other rights or remedies. If Grantors (or any of them) become a
voluntary or involuntary debtor in bankruptcy, Lender's filing a proof of claim in bankruptcy will
be deemed equivalent to the appointment of a receiver under Texas law.
j 9. Interest on the debt secured by this Correction Deed of Trust will not exceed the
maximum amount of nonusurious interest that may be contracted for, charged, or received under
applicable law. Any interest in excess of that maximum amount will be credited on the principal
of the debt or, if that has been paid, refunded. On any required or permitted prepayment, any
such excess will be canceled automatically as of the prepayment or, if already paid, credited on
the principal of the debt or, if the principal of the debt has been paid, refunded to Grantors. This
provision overrides any conflicting provisions in this and all other instruments concerning the
debt.
10. If Grantors transfer any portion of the Property without Lender's prior written
consent, Lender may invoke any remedies provided in this Correction Deed of Trust for default.
Grantors may not sell, transfer, or otherwise dispose of or encumber the Property or any
portion thereof, whether voluntarily or by operation of law, without the prior written consent of
Lender, which consent may be withheld at Lender's option.
Grantors may not cause or permit the Property or any portion thereof to be encumbered
by any valid liens, security interests, or encumbrances other than the liens securing the
Obligation and the liens securing ad valorem taxes not yet due and payable, without the prior
written consent of Lender, which consent may be withheld at Lender's sole option and discretion.
If granted, consent may be conditioned upon Grantors' executing, before granting such lien, a
written modification agreement containing any terms Lender may require, such as a principal pay
down on the Obligation, an increase in the rate of interest payable with respect to the Obligation,
an approval fee, or any other modification of the Note, this Correction Deed of Trust, or any
other instruments evidencing or securing the Obligation.
Grantors may not grant any lien, security interest, or other encumbrance (a "Subordinate
Instrument") covering the Property that is subordinate to the liens created by this Correction
Deed of Trust without the prior written consent of Lender, which consent may be withheld at
ANNEX C to First Amendment
Correction Deed of Trust - Page 6
115231505
Lender's sole option and discretion. If granted, consent may be conditioned upon the
Subordinate Instrument's containing express covenants to the effect that:
(a) the Subordinate Instrument is unconditionally subordinate to this Correction Deed
of Trust;
(b) if any action is instituted to foreclose or otherwise enforce the Subordinate
Instrument, no action may be taken that would terminate any occupancy or
tenancy without the prior written consent of Lender, and that consent, if granted,
may be conditioned in any manner Lender determines;
(c) rents or other proceeds relating to the Property, if collected by or for the holder of
the Subordinate Instrument, will be applied first to the payment of the Obligation
then due and to expenses incurred in the ownership, operation, and maintenance
of the Property in any order Lender may determine, before being applied to any
indebtedness secured by the Subordinate Instrument;
(d) written notice of default under the Subordinate Instrument and written notice of
the commencement of any action to foreclose or otherwise enforce the
Subordinate Instrument must be given to Lender concurrently with or
immediately after the occurrence of any such default or commencement; and
(e) in the event of the bankruptcy of Grantors (or any of them), all amounts due on or
with respect to the Obligation and this Correction Deed of Trust will be payable in
full before any payments on the indebtedness secured by the Subordinate
Instrument.
Grantors may not cause or permit any of the following events to occur without the prior
written consent of Lender (which consent may be withheld at Lender's sole option and
discretion): if Grantors (or any of them) is/are (a) a corporation, the sale, pledge, encumbrance,
or assignment of any shares of its stock; (b) a limited liability company, the sale, pledge,
encumbrance, or assignment of any of its membership interests; (c) a general partnership or joint
venture, the sale, pledge, encumbrance, or assignment of any of its partnership or joint venture
interests, or the withdrawal from or admission into it of any general partner or joint venturer; or
(d) a limited partnership, (1) the sale, pledge, encumbrance, or assignment of any of its general
partnership interests, or the withdrawal from or admission into it of any general partner, (2) the
sale, pledge, encumbrance, or assignment of a controlling portion of its limited partnership
interests, or (3) the withdrawal from or admission into it of any controlling limited partner or
partners. If granted, consent may be conditioned upon (a) the integrity, reputation, character,
creditworthiness, and management ability of the person succeeding to the ownership interest in
Grantors (or security interest in such ownership) being satisfactory to Lender; and (b) the
i
ANNEX C to First Amendment
Connection Deed of Trust - Page 7
! #5231505
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execution, before such event, by the person succeeding to the interest of Grantors in the Property
or ownership interest in Grantors (or security interest in such ownership) of a written
modification or assumption agreement containing such terms as Lender may require, such as a
principal pay down on the Obligation, an increase in the rate of interest payable with respect to
the Obligation, a transfer fee, or any other modification of the Note, this Correction Deed of
Trust, or any other instruments evidencing or securing the Obligation.
11. When the context requires, singular nouns and pronouns include the plural.
12. The term Note includes all extensions, modifications, and renewals of the Note
and all amounts secured by this Correction Deed of Trust.
13. This Correction Deed of Trust binds, benefits, and may be enforced by the
successors in interest of all parties.
14. Grantors will furnish to Lender or other holder of the Note annually upon written
request, before taxes become delinquent, copies of tax receipts or tax certificates demonstrating
that all taxes relating to the Property have been paid in full.
15. To the extent allowed by law, Grantors shall indemnify, defend and hold Lender
harmless from any action, proceeding or claim affecting the Property, this Correction Deed of
Trust, or the lien or security interest created hereby. Grantors shall notify Lender in writing
promptly of the commencement of any legal proceeding affecting the Property,
16. Grantors agree to allow Lender or Lender's agents to enter the Property at
reasonable times and inspect it.
17. If Grantors and Borrowers are not the same persons, the term Grantors includes
Borrowers.
18, Grantors hereby waive all demand for payment, presentation for payment, protest,
and notice of protest, to the maximum extent permitted by applicable law,
19. Except as otherwise provided herein, any notice or communication required or
permitted hereunder shall be given in writing in order to be effective and shall be deemed given
and received upon deposit of same in the United States mail if sent by certified mail return
receipt requested, postage prepaid, addressed to the applicable party at its Mailing Address set
forth above as some may be changed from time to time as provided below, Any notice or
communication made or effected in any other manner shall be deemed given upon actual receipt
thereof. Anything contained herein to the contrary notwithstanding, service of any notice of
foreclosure sale of real property (and any personal property sold at the same proceeding) shall be
deemed completed as provided by the Texas Property Code. Lender, Trustee and Grantors each
ANNEX C to First Amendment
Correction Deed of Trust - Page 8
#5231505
shall have the right to designate from time to time another Mailing Address for itself by written
notice to the other parties.
20. Grantors agree to execute, acknowledge, and deliver to Lender any document
requested, by Lender, at Lender's request from time to time, to (1) correct any defect, error,
omission, or ambiguity in this Correction Deed of Trust or in any other document executed in
connection with the Note or this Correction Deed of Trust; (2) comply with Grantors' obligations
under this Correction Deed of Trust and other documents; (3) subject to and perfect the liens and
security interests of this Correction Deed of Trust and other documents any property intended to
be covered thereby; and (4) protect, perfect, or preserve the liens and the security interests of this
Correction Deed of Trust and other documents against third persons or make any recordings, file
any notices, or obtain any consents requested by Lender in connection therewith. Grantors agree
to pay all costs of the foregoing.
21. Grantors agree to pay reasonable attorneys' fees, trustee's fees, and court and other
costs of enforcing Lender's rights under this Correction Deed of Trust if this Correction Deed of
Trust is placed in the hands of an attorney for enforcement.
22. If any provision of this Correction Deed of Trust is determined to be invalid or
unenforceable, the validity or enforceability of any other provision will not be affected.
23. Grantors represent that this Correction Deed of Trust and the Note are given for
the following purposes:
The indebtedness secured by this Correction Deed of Trust is in payment of the purchase
price of the Property, and is also secured by a vendor's lien retained in a deed of even date
herewith conveying the Property to Grantors, and this Correction Deed of Trust is given as
additional security for the payment of said indebtedness.
Notwithstanding anything to the contrary contained or implied elsewhere herein or in the
Note or any other documents evidencing or securing the Note, with respect to the Obligation and
other obligations of Grantors hereunder and thereunder, it is expressly agreed and understood
that (a) The Colony Local Development Corporation shall only have full corporate liability for
an undivided 94.4% interest thereof, (b) The Colony Economic Development Corporation shall
only have full corporate liability for an undivided 2.8% interest thereof, and (c) The Colony
Community Development Corporation shall only have full corporate liability for an undivided
2.8% interest thereof,
[SIGNATURE PAGES TO FOLLOW]
ANNEX C to First Amendment
Correction Deed of Trust - Page 9
#5231505
GRANTORS:
EXECUTED TO BE EFFECTIVE SEPTEMBER 26, 2012.
The Colony Local Development Corporation,
a Texas non-profit corporation
By: 1z,'_25_ J e McCourr , President
THE STATE OF TEXAS S
COUNTY OF DENTON
This instrument was acknowledged before me on this 1 day of ` ";;rte , 2013,
by Joe McCour y, President of The Colony Local Development Corporation, a Texas ndn-profit
corporation, and acknowledged to me that he/she executed the same for the purposes and
consideration therein expressed on behalf of said non-profit corporation.
Notary Public in and for ate of Texas
visa Hen&gw
Commission Expires
i 10-01-2016
ANNEX C to First Amendment
Correction Deed of Trust - Page 10
#5231505
GRANTORS:
EXECUTED TO BE EFFECTIVE SEPTEMBER 26, 2012.
The Colony Economic Development Corporation,
a Texas non-profit corporation
By: ~i 00
Tom Tvardzik, President
THE STATE OF TEXAS 1
COUNTY OF DENTON
This instrument was acknowledged before me on this 9 day of z 013,
by Tom Tvardzik, President of The Colony Economic Development Corporation, a Ted non-
profit corporation, and acknowledged to me that he/she executed the same for the purposes and
consideration therein expressed on behalf of said non-profit corporation.
Notary Public in and for th tate of Texas
C ae
CmM
€a l
t0-0E Es
"
ANNEX C.to First Amendment
Correction Deed of Trust - Page 11
#5231505
GRANTORS:
EXECUTED TO BE EFFECTIVE SEPTEMBER 26, 2012.
The Colony Community Development Corporation,
a Texas non-:Profit corporation
.F
By: i
T it awrence, President
THE STATE OF TEXAS §
COUNTY OF DENTON §
This instrument was acknowledged before me on this day of L L
2013, by TeRon Lawrence, President of The Colony Community Development Corporatio a
Texas non-profit corporation, and acknowledged to me that he/she executed the same for the
purposes and consideration therein expressed on behalf of said non-profit corporation.
Notary Public in and for the State of Texas
Lisa Cae Henderson
NeEny~
f commission Expires
10-01-2016
ANNEX C to First Amendment
Correction Deed of Trust - Page 12
45231505
BENEFICIARY:
EXECUTED TO BE EFFECTIVE SEPTEMBER. 26, 2012.
121 Acquisition Company, LLC,
a Texas limited liability pany
By:
Name: z~~✓_
Title: peg:~S I
THE STATE OF TEXAS §
COUNTY OF Oe, Ld,V-, §
This instrument was acknowledged before me on this J- day of 2013,
by J, ft I-C tut_, JJ 1L :e g d K of 121 Acquisitions Company, LLC, -
as Texas limited
liability company, and acknowledged to me that he executed the same for the purposes and
consideration therein expressed on behalf of said company.
Notary Public in and for the State of Texas
I
Correction Deed of Trust - Page 13
#5231013
Exhibit A
Description of the Property
(Tract 1 plus Tract 2 SAVE AND EXCEPT 82.09 Acres)
Tract I
BEING a 377.68 acre tract of land situated in the Thomas A. West Survey, Abstract No. 1344,
the B.B.B. & C.R. Survey, Abstract No. 173, the B.B.B. & C.R. Survey, Abstract No. 174 and
the M.D.T. Hallmark Survey, Abstract No. 570, City of The Colony, Denton County, Texas,
being part of a tract of land described as Tract I as conveyed by deed to Maharishi Global
Development Fund, as recorded in Volume 4555, Page 281, Official Public Records, Denton
County, Texas, being part of a called 122.8106 acre tract of land conveyed by Correction Deeds
to Crow-Billingsley UMF Plano, Ltd., as recorded in Instrument No. 2004-44212, 2004-44213,
2004-44214 and 2004-44218, Official Public Records, Denton County, Texas, and being a part
of McKamy Road (an unrecorded right-of-way) SAVE AND EXCEPT those certain tracts of
land conveyed in deeds recorded in Volume 5366, Page 977, Instrument No. 2006-49955, 2006-
49957 and 2006-75193, Official Public Records, Denton County, Texas. Said remaining 377.68
acre tract of land being more particularly described by metes and bounds as follows:
BEGINNING at a found TxDot brass cap in concrete for the northeast corner of said 377.68 acre
tract, being the intersection of the south right-of-way line of Sam Rayburn Tollway (State
Highway 121) (a variable width R.O.W.) and the west right-of-way line of Burlington Northern
Railroad (a 100 foot R.O.W. at this point);
THENCE continuing with said west right-of-way line of Burlington Northern Railroad as
follows:
THENCE South 06°59'58" East, for a distance of 832.17 feet to a point for corner, being
the beginning of a tangent curve to the right having a radius of 3703.75 feet, a central
angle of 13°04'33" and a long chord which bears South 00°27'42" East, 843.42 feet;
THENCE southeasterly, along said curve to the right, an are distance of 845.26 feet to a
point for corner;
THENCE South 06°04"35" West, for a distance of 2524.64 feet to a point for corner;
THENCE North 8YlT00" West, for a distance of 190.16 feet to a point for corner;
THENCE South 00°5 P51 " East, for a distance of 970.10 feet to a point for corner;
THENCE South 89°03'50" West, for a distance of 31.58 feet to a point for corner;
THENCE South 01°14'37" East, for a distance of 448.38 feet to a point for corner, being
the northeast corner of a tract of land conveyed by deed to Frankford Road Investors No.
ANNEX C to First Amendment
Exhibit A to Correction Deed of Trust - Page 1
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1, as recorded in Instrument No. 2006-49957, Official Public Records, Denton County,
Texas;
THENCE North 87°06'22" West, leaving said west right-of-way line and following along the
north line of said Frankford Road Investors No. 1, for a distance of 1240.48 feet to a point for
corner, being in the northerly right-of-way line of Plano Parkway (a 100 foot R.O.W.), and being
the beginning of a non-tangent curve to the left having a radius of 1130.00 feet, a central angle of
103°16'58" and a long chord which bears North 38°43'34" West, 1772.16 feet;
THENCE continuing with said northerly right-of-way line of Plano Road as follows;
THENCE northwesterly, along said non-tangent curve to the left, an are distance of
2036.97 feet to a point for corner;
THENCE South 89°38'05" West, for a distance of 647.23 feet to a point for corner, being
the beginning of a non-tangent curve to the right having a radius of 950.00 feet, a central
angle of 40°05'36" and a long chord which bears North 70°19'29" West, 651.29 feet;
THENCE northwesterly, along said non-tangent curve to the right, an are distance of
664.77 feet to a point for corner, being the beginning of a reverse curve to the left having
a radius of 1050.00 feet, a central angle of 40°14'10" and a long chord which bears North
70°21'30" West, 722.31 feet;
THENCE northwesterly, along said reverse curve to the left, an are distance of 737.37
j feet to a point for corner;
THENCE South 89°31'25" West, for a distance of 623.83 feet to a point for corner, being
the beginning of a tangent curve to the right having a radius of 950.00 feet, a central
angle of 52°49'04" and a long chord which bears North 64°04'03" West, 845.07 feet;
THENCE northwesterly, along said curve to the right, an are distance of 875.75 feet to a point
for corner, being the most southerly point of a corner-clip with said south right-of-way line of
Sam Rayburn Tollway (State Highway 121);
THENCE North 08°46'31" East, along said corner-clip, for a distance of 26.03 feet to a
point for corner, being in said south right-of-way line of Sam Rayburn Tollway (State
Highway 121);
THENCE continuing with said south right-of-way line of Sam Rayburn Tollway (State Highway
121) as follows;
THENCE North 60°47'38" East, for a distance of 203.71 feet to a point for corner;
1
THENCE North 58°1736" East, for a distance of 252.11 feet to a point for comer;
ANNEX C to First Amendment
Exhibit A to Correction Deed of Trust - Page 2
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THENCE North 55°47'40" East, for a distance of 105.11 feet to a point for corner;
THENCE North 58'1 T42" East, for a distance of 248.62 feet to a point for corner;
THENCE North 60°47'38" East, for a distance of 263.85 feet to a point for corner;
THENCE North 76°30'51 " East, for a distance of 92.27 feet to a point for corner;
THENCE North 65°56'12" East, for a distance of 100.40 feet to a point for corner;
THENCE North 64°13'39" East, for a distance of 100.18 feet to a point for corner;
THENCE North 60°16'36" East, for a distance of 39.88 feet to a point for corner;
THENCE South 74°12'01" East, for a distance of 70.70 feet to a point for corner;
THENCE North 60°47'38" East, for a distance of 64.12 feet to a point for corner;
THENCE North 15°47'17" East, for a distance of 73.27 feet to a point for corner;
THENCE North 59004'32" East, for a distance of 94.25 feet to a point for corner;
THENCE North 55°39'04" East, for a distance of 100.40 feet to a point for corner;
THENCE North 47°37'54" East, for a distance of 114.18 feet to a point for corner;
THENCE North 60°47'38" East, for a distance of 3800.00 feet to a point for corner;
THENCE North 65°20'10" East, for a distance of 189.41 feet to a point for corner;
THENCE North 61 °56'23" East, for a distance of 100.02 feet to a point for corner;
THENCE North 63°39'23" East, for a distance of 100.12 feet to a point for corner;
THENCE North 64°47'53" East, for a distance of 100.24 feet to a point for corner;
THENCE North 66°30'16" East, for a distance of 201.00 feet to a point for corner;
THENCE North 65°56'12" East, for a distance of 100.40 feet to a point for corner;
THENCE North 66°30'16" East, for a distance of 100.50 feet to a point for corner;
THENCE North 63°05'04" East, for a distance of 100.08 feet to a point for corner;
THENCE North 64°13'39" East, for a distance of 100.18 feet to a point for corner;
ANNEX C to First Amendment
Exhibit A to Correction Deed of Trust - Page 3
45231505
THENCE North 83°05'27" East, for a distance of 69.58 feet to a point for corner;
THENCE North 60°39'18" East, for a distance of 33.81 feet to the POINT OF BEGINNING and
CONTAINING 16,451,919 square feet or 377.68 acres of land, more or less.
Tract 2
BEING a 51.11 acre tract of land situated in the R.P. Hardin Survey, Abstract No. 611 and the
B.B.S. & C.R. Survey, Abstract No. 174, City of The Colony, Denton County, Texas, and being
all of a called 27.073 acre tract of land conveyed by deed to Sealy Spring Creek Partners, L.P., as
recorded in Instrument No. 2007-83136 and all of a called 23.990 acre tract of land conveyed by
deed to Whiteford Limited Partners, as recorded in Instrument No. 2004-132215 Official Public
Records, Denton County, Texas. Said 51.11 acre tract of land being more particularly described
by metes and bounds as follows:
BEGINNING at a found TxDot brass cap in concrete for the northeast corner of said Sealy
Spring Creek Partners tract, being the intersection of the south right-of-way line of Sam Rayburn
Tollway (State Highway 121) (a variable width R.O,W.) and the west right-of-way line of West
Spring Creek Parkway (a 160 foot R.O. W.);
THENCE South 29°24'43" East, along said west right-of-way line of West Spring Creek
Parkway, for a distance of 265.52 feet to a point for corner, being the beginning of a non-tangent
curve to the right having a radius of 970.00 feet, a central angle of 29°13'42" and a long chord
which bears South 14°53'13" East, 489.48 feet;
THENCE southeasterly, along said west right-of-way line and said non-tangent curve to the
right, an are distance of 494.83 feet to a point for corner;
THENCE South 00°22'42" East, continuing along said west right-of-way line, for a distance of
476.17 feet to a point for corner, being the northeast corner of said Whiteford Limited Partners
tract;
THENCE South 00°23'35" East, continuing along said west right-of-way line, for a distance of
864.92 feet to a point for corner, being the northeast comer of Lot 1, Block A, Kings Ridge
Addition, Phase Three, an addition to the City of Plano, as recorded in Cabinet X, Page 450, Plat
Records, Denton County, Texas;
THENCE South 89°40'20" West, leaving said west right-of-way line, and following along the
south line of said Whiteford Limited Partners tract and the north line of said Block A, Kings
Ridge Addition, Phase Three, being a common line, for a distance of 1199.93 feet to a point for
corner, being the northwest corner of Lot 23 of said Block A, Kings Ridge Addition, Phase
Three, being in the east right-of-way line of Burlington Northern Railroad (a 100 foot R.O.W. at
this point), and being the beginning of a non-tangent curve to the left having a radius of 3487.75
feet, a central angle of 8°31'36" and a long chord which bears North 01°45'21" West, 518.57
ANNEX C to First Amendment
Exhibit A to Correction Deed of Trust - Page 4
45231505
feet;
THENCE northwesterly, leaving said common line, and following along said east right-of-way
line of Burlington Northern Railroad and said non-tangent curve to the left, an are distance of
519.05 feet to a point for corner;
THENCE North 06°43'29" West, continuing along said east right-of--way line, for a distance of
345.89 feet to a point for corner, being the northwest corner of said Whiteford Limited Partners
tract;
THENCE North 07°03'01" West, continuing along said east right-of-way line, for a distance of
628.03 feet to a point for corner, being in said south right-of-way line of Sam Rayburn Tollway;
THENCE North 60°45'58" East, leaving said east right-of-way line and following along said
south right-of-way line of Sam Rayburn Tollway, for a distance of 254.35 feet to a point for
corner;
THENCE North 63°19'02" East, continuing along said south right-of-way line, for a distance of
j 585.96 feet to a point for corner;
THENCE North 60°52'09" East, continuing along said south right-of-way line, for a distance of
369.37 feet to the POINT OF BEGINNING and CONTAINING 2,226,193 square feet or 51.11
acres of land, more or less.
SAVE AND EXCEPT 82.09 ACRES
Being a 82.09 acre tract of land situated in the B.B.B. & C.R.R. Survey, Abstract No. 174, and the
Thomas A. West Survey, Abstract No. 1344, Denton County, Texas, and being a portion of a tract of land
conveyed by deed to 121 Acquisition Company, LLC., as recorded in Instrument No. 2011-114773, Deed
Records, Denton County, Texas, and being more particularly described as follows:
COMMENCING at a found Txdot monument, said point being the northwest corner of said 121
Acquisition Company, LLC tract and being in the south right-of-way line of State Highway 121 (having a
variable width R.O.W.);
i
THENCE South 83°56'15" East, leaving said south right-of-way line,'a distance of 2380.35 feet to a point
for the POINT OF BEGINNING, said point being in the existing east right-of=way line of Plano Parkway
(having a 100 foot R.O.W.);
1
THENCE North 00°00'00" West, leaving said existing east right-of-way line, a distance of 560,75 feet to
a point for corner, for the beginning of a tangent curve to the left having a radius of 78.50 feet, a central
angle of 65°00'00", and a long chord which bears North 32°30'00" West, 84.36 feet;
I THENCE along said tangent curve to the left, an are distance of 89.06 feet to a point for corner;
I
THENCE North 65°00'00" West, a distance of 259.91 feet to a point for corner, for the beginning of a
tangent curve to the right having a radius of 100.00 feet, a central angle of 35°00'00", and a long chord
ANNEX C to First Amendment
Exhibit A to Correction Deed of Trust Page 5
X5231505
i
i
which bears North 47°30'00" West, 60.14 feet;
THENCE along said tangent curve to the right, an are distance of 61.09 feet to a point for comer;
THENCE North 30°00'00" West, a distance of 390.00 feet to a point for corner;
THENCE North 60°47'38" East, a distance of 20.99 feet to a point for corner, for the beginning of a
tangent curve to the left having a radius of 740.00 feet, a central angle of 2°02'01 and a long chord
which bears North 59°46'37" East, 26.26 feet;
THENCE along said tangent curve to the left, an are distance of 26.27 feet to a point for corner;
THENCE South 30°00'00" East, a distance of 121.86 feet to a point for corner, for the beginning of a
tangent curve to the left having a radius of 89.75 feet, a central angle of 35°00'00", and a long chord
which bears South 47°30'00" East, 53.98 feet;
THENCE along said tangent curve to the left, an arc distance of 54.83 feet to a point for corner;
THENCE South 65°00'00" East, a distance of 254.03 feet to a point for corner;
THENCE North 90°00'00" East, a distance of 25.58 feet to a point for corner;
THENCE South 63°40'44" East, a distance of 478.61 feet to a point for corner, said point being in the
face of garage;
THENCE North 90°00'00" East, along said face of garage, a distance of l 13.01 feet to a point for corner,
said point being the face of building;
THENCE North 00°00'00" East, along said face of building, a distance of 398.00 feet, and continuing a
total distance of 427.50 feet to a point for corner;
THENCE North 90°00'00" East, a distance of 283.92 feet to a point for corner, for the beginning of a
tangent curve to the left having a radius of 118.50 feet, a central angle of 27°06'17", and a long chord
which bears North 76°26'51" East, 55.54 feet;
THENCE along said tangent curve to the left, an are distance of 56.06 feet to a point for corner, for the
beginning of a reverse curve to the right having a radius of 81.50 feet, a central angle of 54°12'34", and a
long chord which bears South 90°00'00" East, 74.27 feet;
THENCE along said reverse curve to the right an are distance of 77.11 feet to a point for corner, for the
beginning of a reverse curve to the left having a radius of 118.50 feet, a central angle of 27°06'17", and a
long chord which bears South 76°26'51" East, 55.54 feet;
THENCE along said reverse curve to the left an arc distance of 56.06 feet to a point for corner;
THENCE North 90°00'00" East, a distance of 224.01 feet to a point for corner, for the beginning of a
tangent curve to the left having a radius of 74.50 feet, a central angle of 60°00'00", and a long chord
which bears North 60°00'00" East, 74.50 feet;
THENCE along said tangent curve to the left, an are distance of 78.02 feet to a point for corner;
ANNEX C to First Amendment
Exhibit A to Correction Deed of Trust Page 6
515231505
THENCE South 60°00'00" East, a distance of 66.45 feet to a point for corner;
THENCE South 22°25'10" East, a distance of 211.39 feet to a point for corner;
THENCE South 00°00'00" West, a distance of 95.61 feet to a point for corner;
THENCE North 90°00'00" East, a distance of 1499.37 feet to a point for corner;
THENCE South 45°37'45" East, a distance of 369.46 feet to a point for comer, for the beginning of a non-
tangent curve to the left, having a radius of 840.00 feet and a central angle of 39°19'11 and a long chord
which bears South 24°42'40" West, 565.21 feet;
THENCE along said non-tangent curve to the left an arc distance of 576.46 feet to a point for corner, for
the beginning of a reverse curve to the right having a radius of 760.00 feet, a central angle of 35°53'29",
and a long chord which bears South 22°59'48" West, 468.33 feet;
"THENCE along said reverse curve to the right an are distance of 476.08 feet to a point for corner;
"THENCE North 50°00'00" West, a distance of 72.29 feet to a point for comer, for the beginning of a
tangent curve to the left having a radius of 87.50 feet, a central angle of 40°00'00", and a long chord
which bears North 70°00'00" West, 59.85 feet;
THENCE along said tangent curve to the left, an arc distance of 61.09 feet to a point for corner;
THENCE North 90°00'00" West, a distance of 441.04 feet to a point for corner, for the beginning of a
tangent curve to the left having a radius of 19.50 feet, a central angle of 90°00'00", and a long chord
which bears South 45°00'00" West, 27.58 feet;
THENCE along said tangent curve to the left, an arc distance of 30.63 feet to a point for comer;
THENCE South 00°00'00" West, a distance of 41.01 feet to a point for corner, for the beginning of a
tangent curve to the right having a radius of 225.73 fleet and a central angle of 30°04'42" and a long chord
which bears South 15°59'58" West, 117.14 feet;
THENCE along said tangent curve to the right an arc distance of 118.50 feet to a point for corner;
THENCE South 31 °02'19" West, a distance of 21.72 feet to a point for comer, for the beginning of a non-
tangent curve to the left having a radius of 1130.00 feet and a central angle of 33°00'40", and a long chord
which bears North 73°51'43" West, 642.08 feet, said point being in the existing east right-of-way line of
said Plano Parkway;
THENCE along said existing east right-of-way line, and along said non-tangent curve to the left an arc
distance of 651.05 feet to a point for corner;
THENCE South 89°38'05" West, continuing along said existing east right-of=way line, a distance of
647.23 feet to a point for corner, for the beginning of a non-tangent curve to the right having a radius of
950.00 feet and a central angle of 40°05'36" and a long chord which bears North 70°19'29" West, 651.29
feet;
ANNEX C to First Amendment
Exhibit A to Correction Deed of Trust - Page 7
#5231505
THENCE continuing along said existing east right-of-way line, and along said non-tangent curve to the
right an are distance of 664.77 feet to a point for corner, for the beginning of a reverse curve to the left
having a radius of 1050.00 feet, a central angle of 10°49'02", and a long chord which bears North
55°41'04" West, 197.94 feet;
THENCE continuing along said existing east right-of-way line, and along said reverse curve to the left, an
are distance of 198.23 feet to the POINT OF BEGINNING and CONTAINING 3,575,716 square feet,
82.09 acres of land, more or less.
I
ANNEX C to First Amendment
Exhibit A to Correction Deed of Trust - Page 8
95231505
Exhibit B
Other Exceptions to Conveyance and Warranty
] . The following restrictive covenants of record itemized below:
under Clerk's File No. 2011-114788, 2011-114786, 2011-144787, 2011-114785, Deed
Records, Denton County, Texas (Tract 2) , but omitting any covenant or restriction based
on race, color, religion, sex, handicap, familial status or national origin unless and only to
the extent that said covenant (a) is exempt under Chapter 42, Section 3607 of the United
States Code or (b) relates to handicap but does not discriminate against handicapped
persons.
2. Standby fees, taxes and assessments by any taxing authority for the year 2012, and
subsequent years; and subsequent taxes and assessments by any taxing authority for prior
years due to change in land usage or ownership.
3. Any encroachment, encumbrance, violation, variation, or adverse circumstance affecting
the title that would be disclosed by an accurate and complete land survey of the Land.
4. Terms, conditions and stipulations of Reciprocal Access Easement Agreement dated
11/30/2011, filed 12/01/2011, 2011-114776, Real Property Records of Denton County,
Texas. (Affects Tract 1).
5. Matters contained in that certain document
Entitled: License Agreement
Dated: September 5, 2012
Executed by: 121 Acquisition Company and Mario Sinacola & Sons Excavating, Inc.
Which provides for, among other things: constructing, installing, completing, inspecting,
operation, maintaining, using repairing, modifying, reconfiguring and removing a
temporary batch plant
Reference is hereby made to said document for full particulars.
Affects: Tract 1 Parcel A
6. Building setback lines, easements and other matters, as shown or provided for on plat
reciorded in Cabinet V, Slide 187, Plat Records, Denton County, Texas.
40' drainage easements;
30' drainage easement;
ANNEX C to First Amendment
Exhibit B to Correction Deed of Trust Page 1
45231505
Variable width mutual access easement;
10' water easement;
20' existing water easement;
Variable width existing utility easement;
5' private water easement;
Variable width sanitary sewer easement and
25' building line.
(Affects Tract 1 Parcel B)
7. Easement granted by M.E. Tittle and wife, Dixie C. Tittle to Denton County Electric
Cooperative, Inc., dated 05/09/1950, filed 5/07/1954, recorded in Volume 404, Page 192,
Real Property Records of Denton County, Texas. (Affects Tract 1 Parcel B).
8. Easement granted by Lee McKamy and Mrs. Hattie McKamy to Denton County Electric
Cooperative, Inc., dated 03/03/1938, filed 02/05/1954, recorded in Volume 403, Page
373, Real Property Records of Denton County, Texas. (Affects Tract 1 Parcel B).
9. Easement granted by M.E. Tittle to Lebanon Water Supply Corporation, dated
06/18/1957, as attached to and affected by Assignment of Easements executed by
Lebanon Water Supply Corporation to the City of The Colony, filed 10/29/1992,
recorded in Volume 3361, Page 358, Real Property Records of Denton County,
Texas,(Affects Tract 1 Parcel B).
10. Easement granted by CB/Tittle, Ltd., to the City of Lewisville, dated 05/20/2003, filed
07/21/2003, recorded in Volume 5378, Page 2571, Real Property Records of Denton
County, Texas. (Affects Tract 1 Parcel B).
11. Easement granted by CB/Tittle, Ltd., to the City of Lewisville, dated 05/21/2009, filed
05/29/2009, 2009-64316, Real Property Records of Denton County, Texas.(Affects Tract
1 Parcel B).
The Following Affect Tract. 2
12. Easement granted by Daisy McDaniel to Denton County Electric Cooperative, Inc., dated
03/03/1938, filed 02/04/1954, recorded in Volume 403, Page 370, Real Property Records
of Denton County, Texas.
ANNEX C to First Amendment
Exhibit B to Correction Deed of Trust - Page 2
#5231505
13. Easement granted by M.P. Tittle to Denton County Electric Cooperative, Inc., dated
05/09/1950, filed 05/07/1954, recorded in Volume 404, Page 192, Real Property Records
of Denton County, Texas.
14. Ten foot (10') wide easement to construct, reconstruct and maintain utility lines granted
by Crow-Billingsley Manderian, Ltd., et al, to the City of The Colony, dated 03/15/1989,
filed 03/17/1989, recorded in Volume 2546, Page 818, Real Property Records of Denton
County, Texas.
15. Ten foot (10') wide easement for underground electric supply lines granted by University
Business Park Phase II Limited, et al, to Texas Power & Light Company, dated
05/16/1989, filed 05/18/1989, recorded in Volume 2580, Page 486, Real Property
Records of Denton County, Texas.
16. Twenty five foot (25) wide easement for construction, reconstruction, maintenance,
repairs and replacement of water and wastewater utilities granted by Crow-Billingsley
Manderian, Ltd., et al, to the City of The Colony, dated 08/06/2004, filed 08/19/2004,
under Clerk's File No. 2004-110477, Real Property Records of Denton County, Texas.
17. Twenty-five foot (25') wide easement for construction, reconstruction, maintenance,
repairs and replacement of utilities granted by Crow-Billingsley UMF Piano, Ltd., to the
City of The Colony, dated 02/26/2008, filed 05/14/2008, under Clerk's File No. 2008-
52212, Real Property Records of Denton County, Texas.
18. Matters contained in that certain document
Entitled: Special Warranty Deed
Dated: November 30, 2011
Executed by: and between Laurel Real Estate Holdings I, Inc., and 121 Acquisition
Company, LLC
Recording Date: December 1, 2011
Recording No: under Clerk's File No. 2011-114788, Deed Records, Denton County,
Texas.
Which provides for, among other things: Restrictions
Reference is hereby made to said document for full particulars.
19. Matters contained in that certain document
Entitled: Special Warranty Deed
Dated: November 30, 2011
Executed by. and between Crow-Billingsley UMF Plano, Ltd, and 121 Acquisition
Company, LLC
Recording Date: December 1, 2011
ANNEX C to First Amendment
Exhibit B to Correction Deed of Trust - Page 3
#5231505
Recording No: under Clerk's File No. 2011-114786, Deed Records, Denton County,
Texas.
Which provides for, among other things: Restrictions
Reference is hereby made to said document for full particulars.
20. Matters contained in that certain document
Entitled: Special Warranty Deed
Dated: November 30, 2011
Executed by: and between PBC 14 AR Land, Ltd., and 121 Acquisition Compasny, LLC
Recording Date: December 1, 2011
Recording No: under Clerk's File No. 2011-114787, Deed Records, Denton County,
Texas,
Which provides for, among other things: Restrictions
Reference is hereby made to said document for full particulars.
21. Matters contained in that certain document
Entitled: Special Warranty Deed
Dated: November 30, 2011
Executed by: and between Laurel Real Estate Holdings 11, Inc., and 121 Acquisition
Compasny, LLC
Recording Date: December 1, 2011
Recording No: under Clerk's File No. 2011-114785, Deed Records, Denton County,
Texas.
Which provides for, among other things: Restrictions
Reference is hereby made to said document for full particulars.
22. Easement to Lebanon Water Supply Corporation, filed 05/02/1966, recorded in Volume
537, Page 392, Real Property Records of Denton County, Texas.
23. Forty foot (40') wide ingress and egress easement granted in Ingress and Egress Easement
filed 10/26/1967, recorded in Volume 558, Page 173, Real Property Records of Denton
County, Texas.
24. Twenty-five foot (25') wide easement for utility lines along the southern boundary of the
subject property abutting Plano Parkway granted in Easement granted by Maharishi
Global Development Fund to the City of The Colony, dated 10/18/2000, filed
10/25/2000, recorded in Volume 4703, Page 1038, Real Property Records of Denton
County, Texas.
ANNEX C to First Amendment
Exhibit B to Correction Deed of Trust - Page 4
#5231505
25. Limited; or lack of access to road or highway abutting subject property as set forth in
instrument filed 12/30/2002, recorded in Volume 5241, Page 5213, Real Property
Records of Denton County, Texas.
26. Mineral estate and interest, and all rights incident thereto, described in instrument
recorded in Volume 570, Page 299, Real Property Records of Denton County, Texas.,
Title to said interest not checked subsequent to the date thereof.
The Following Affect Tract 3
27. Easement to construct, reconstruct and maintain drainage facilities created in Drainage
Easement to City of Plano, dated November 2,1999, filed November 4, 1999, executed by
Thompson/McSpedden Family Partners, Ltd., a Texas limited partnership and Whiteford
Limited Partnership, a Texas limited partnership, recorded in Volume 4461, Page 1405,
Real Property Records, Denton County, Texas.
28. Twenty foot (20') wide easement for sanitary sewer pipeline along northern boundary of
land created in Easement for Right of Way to North Texas Municipal Water District,
dated November 24, 2003, filed December 18, 2003, executed by Whiteford Limited
Partnership & Thompson/MeSpedden Family Partners, Ltd., recorded under Clerk's File
No. 2003-203939, Real Property Records, Denton County, Texas.
29. Ten (10') wide easement for electric and communications facilities along northern and
eastern boundaries of land created in Easement and Right of Way to Oncor Electric
Delivery Company LLC, a Delaware limited liability company, dated March 11, 2009,
filed March 27, 2009, executed by Spring Creek Partners L.P., a Georgia limited
partnership, recorded under Clerk's File No, 2009-36324, Official Public Records,
Denton County, Texas.
30. Twenty (20') foot wide easement and right of way, together with appurtenances, for
sanitary sewer pipeline executed by Whiteford Limited Partnership and
Thompson/McSpedden Family Partners, Ltd. to North Texas Municipal Water District,
dated November 24, 2003, filed December 18, 2003, recorded under Document No.
2003-203939, Official Public Records, Denton County, Texas.
31. Rights of Nicky James, as Tenant, under unrecorded written Farming and Grazing Lease
dated January 1, 2012 by and between 121 Acquisition Company, LLC ("Landlord"), and
Nicky James ("Tenant").
Affects: All tracts
ANNEX C to First Amendment
Exhibit B to Correction Deed of Trust - Page 5
#5231505