Blank Warranty Deed Texas by hyw14090

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									                                LIMITED WARRANTY DEED


       BE IT KNOWN, that on the date as hereinafter set forth, before me, the undersigned
Notary Public duly commissioned and qualified, and the undersigned competent witnesses,
personally came and appeared:

         MOCKINGBIRD DEVELOPMENT, LTD., a Texas limited partnership, whose
         mailing address is P.O. Box 190746, Dallas, Texas 75219, represented herein by
         its undersigned General Partner, as to an undivided 23.262% interest;

         MOCKINGBIRD DEVELOPMENT II, LTD., a Texas limited partnership,
         whose mailing address is P.O. Box 190746, Dallas, Texas 75219, represented
         herein by its undersigned General Partner, as to an undivided 4.377% interest;

         FLLN, LTD., a Texas limited partnership, whose mailing address is P.O. Box
         190746, Dallas, Texas 75219, represented herein by its undersigned General
         Partner, as to an undivided 6.691% interest;

         FLCT, LTD., a Texas limited partnership, whose mailing address is P.O. Box
         190746, Dallas, Texas 75219, represented herein by its undersigned General
         Partner, as to an undivided 51.846% interest; and

         F and C R/E, INC., a Texas corporation, whose mailing address is P.O. Box
         190746, Dallas, Texas 75219, represented herein by its undersigned officer, as to
         an undivided 13.824% interest;

hereinafter referred to individually and collectively as the “SELLER,” who declared and said,
that for the price and consideration, and on the terms and conditions hereinafter expressed, and
does by this act, grant, bargain, sell, convey, transfer, assign, set over and deliver all of the
Seller’s right, title and interest in and to the Property (as defined below), without any warranties
whatsoever, not even as to title except as expressly set forth herein, but with full substitution and
subrogation in and to all the rights and actions of warranty which Seller has or may have against
all preceding owners and sellers, to which the Seller may be entitled unto:

         __________________________________,   whose               mailing     address     is
         _________________________________________;

hereinafter referred to as the “PURCHASER,” the following described property, situated in the
Parish of Beauregard, State of Louisiana, to-wit:

         The immovable property described on the attached Exhibit “A” attached hereto
         and made a part hereof for all purposes, together with all buildings, component
         parts, and improvements thereon (if any), and all rights of way, privileges,
         servitudes and appurtenances thereunto belonging or in any way appertaining; less
         and except the following exclusions and reservations (the “Exclusions and
         Reservations”):

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272520v2:dominbi
         (i)       any and all timber standing, lying or growing upon the above described
                   property, same being wholly owned by Margaret Development, Ltd., a
                   Texas limited partnership, and being conveyed to purchaser by separate
                   timber deed of even date herewith;

         (ii)      any and all oil, gas and other minerals attributable to the Property, which
                   minerals are hereby expressly reserved by Seller, and to the extent that any
                   oil, gas and other minerals are owned or reserved by, any party(ies) other
                   than Seller, then Seller hereby expressly excludes and reserves same;
                   AND

         (iii)     if and to the extent that there are any access road(s), or portion(s) thereof,
                   (individually and collectively, the “Access Road”) on the Property (the
                   “Servient Estate”) which are not publicly dedicated but serve(s) any other
                   property(ies), whether or not owned by Seller or its affiliates, and whether
                   or not adjacent to the Property (individually and collectively, the
                   “Dominant Estates”), then a predial servitude under, upon, over and
                   across the Servient Estate in order to provide vehicular and pedestrian
                   access, ingress, egress and regress across each such Access Road is hereby
                   reserved in favor of Seller and such other owner(s) of the Dominant
                   Estates, and their respective successors and assigns, contractors, licensees,
                   lessees, purchasers of timber or other valuable materials and other invitees
                   or licensees, and their agents, together with the right to maintain and
                   reconstruct each such Access Road.

         hereinafter referred to collectively as the “PROPERTY.”

         Notwithstanding anything seemingly to the contrary contained herein, the
         conveyance of the Property effectuated hereby is, in addition to the Exclusions
         and Reservations, subject to any and all existing easements, reservations and other
         matters of record affecting the Property, tenant’s rights, if any, therein, any
         matters that might be revealed by a physical inspection or on-the-ground survey
         of the Property, whether or not the Property has been surveyed (collectively, the
         Permitted Exceptions”).

       The parties further agree that Purchaser, for itself and its successors and assigns, hereby
waives any and all rights it and they now or may have to explore for, mine, excavate, develop,
remove, store, transport, process, handle or otherwise deal with any sand, gravel or other
minerals on or near the surface of the Property, and this covenant shall run with the land and be
binding upon Purchaser and its successors and assigns and shall be enforceable by Seller and its
successors and assigns with respect to any adjacent or nearby property.




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DISCLAIMERS, WAIVERS AND RELEASES: BY PURCHASER’S ACCEPTANCE OF
THIS DEED, AS EVIDENCED BY ITS EXECUTION HEREOF, PURCHASER
ACKNOWLEDGES AND AGREES AS FOLLOWS:

     (A)  IT IS EXPERIENCED IN ACQUIRING, OWNING, DEVELOPING,
MARKETING, LEASING, OPERATING, MANAGING AND SELLING OF
PROPERTIES SIMILAR TO THE PROPERTY, AND THAT PURCHASER HAS HAD
THE OPPORTUNITY TO THOROUGHLY INSPECT, TEST, STUDY, REVIEW AND
INVESTIGATE ALL ASPECTS OF THE PROPERTY TO ITS FULL SATISFACTION,
AND THAT EXCEPT FOR THE WARRANTIES, REPRESENTATIONS AND
COVENANTS OF SELLER MADE IN THAT CERTAIN CONTRACT FOR SALE OF
REAL ESTATE DATED ________________, 2010 (THE “CONTRACT”), PURCHASER
IS RELYING SOLELY THEREON IN MAKING ITS DECISION TO ACQUIRE THE
PROPERTY. PURCHASER FURTHER ACKNOWLEDGES AND AGREES THAT
EXCEPT AS OTHERWISE SPECIFICALLY STATED IN THIS DEED OR IN ANY OF
THE CLOSING DOCUMENTS EXECUTED IN CONNECTION HEREWITH,
NEITHER SELLER NOR ANY OF THE SELLER, ITS PARTNERS AND THEIR
RESPECTIVE OFFICERS, DIRECTORS, MANAGERS, PARTNERS, EMPLOYEES,
AGENTS, REPRESENTATIVES, CONTRACTORS, ATTORNEYS, BROKERS AND
EACH OF THEIR AFFILIATES (COLLECTIVELY, THE “SELLER PARTIES”) ARE
MAKING, AND EACH HAS SPECIFICALLY DISCLAIMED MAKING, ANY
WARRANTY, GUARANTY OR REPRESENTATION, OF ANY KIND OR
CHARACTER, WHETHER EXPRESS, IMPLIED, STATUTORY OR ARISING BY
OPERATION OF LAW, ORAL OR WRITTEN, PAST, PRESENT OR FUTURE, OF, AS
TO, OR CONCERNING THE PROPERTY, INCLUDING, WITHOUT LIMITATION, (I)
THE PHYSICAL AND ENVIRONMENTAL NATURE AND CONDITION OF THE
PROPERTY, INCLUDING, WITHOUT LIMITATION, THE WATER, SOIL AND
GEOLOGY, AND THE SUITABILITY THEREOF AND OF THE PROPERTY FOR
ANY AND ALL ACTIVITIES AND USES WHICH PURCHASER MAY ELECT TO
CONDUCT THEREON; AND THE EXISTENCE OF ANY ENVIRONMENTAL
HAZARDS, CONDITIONS OR FILL MATERIALS THEREON (INCLUDING THE
PRESENCE OF ASBESTOS OR OTHER HAZARDOUS SUBSTANCES) OR THE
COMPLIANCE OF THE PROPERTY WITH ANY AND ALL APPLICABLE
ENVIRONMENTAL LAWS, RULES OR REGULATIONS; (II) EXCEPT FOR ANY
WARRANTIES CONTAINED IN THIS DEED, THE NATURE AND EXTENT OF ANY
RIGHT-OF-WAY, LEASE, POSSESSION, LIEN, ENCUMBRANCE, LICENSE,
RESERVATION, CONDITION OR OTHER MATTER AFFECTING TITLE; (III) THE
COMPLIANCE OF THE PROPERTY OR ITS OPERATION WITH ANY LAWS,
STATUTES, ORDINANCES, RULES, REQUIREMENTS OR REGULATIONS OF ANY
GOVERNMENT OR OTHER BODY; (IV) THE ECONOMIC VIABILITY OR
MARKETABILITY OF THE PROPERTY; (V) TAX MATTERS PERTAINING TO THE
TRANSACTION CONTEMPLATED HEREBY; (VI) THE ACCURACY OR
COMPLETENESS OF ANY REPORTS OR OTHER INFORMATION FURNISHED BY
SELLER OR ANY OF THE SELLER PARTIES TO PURCHASER WITH RESPECT TO
THE PROPERTY, INCLUDING, WITHOUT LIMITATION, ENGINEERING,

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FINANCIAL, ENVIRONMENTAL OR OTHER REPORTS, STUDIES OR
INVESTIGATIONS, IF ANY; (VII) ZONING; (VIII) VALUATION; (IX)
HABITABILITY; (X) MERCHANTABILITY; OR (XI) TOPOGRAPHY, FLOOD PLAIN
OR FLOOD PRONE AREAS OR SIMILAR ISSUES; OR (XII) SUITABILITY OR
FITNESS   FOR   A     PARTICULAR   PURPOSE.   FURTHER,   PURCHASER
ACKNOWLEDGES THAT ANY PERSONAL PROPERTY IS IN A USED CONDITION,
AND NEITHER SELLER NOR ANY OF THE OTHER SELLER PARTIES IS A
MANUFACTURER NOR DISTRIBUTOR, NOR DEALER OR MERCHANT IN, THE
PERSONAL PROPERTY. EXCEPT FOR THE REPRESENTATIONS, WARRANTIES
AND COVENANTS OF SELLER SET FORTH HEREIN AND SELLER'S
WARRANTIES SET FORTH IN THIS DEED OR IN ANY CLOSING DOCUMENTS,
PURCHASER HEREBY EXPRESSLY ACKNOWLEDGES AND AGREES THAT THE
PURCHASE OF THE PROPERTY, AS PROVIDED FOR HEREIN, IS BEING MADE
ON AN “AS IS” BASIS, “WITH ALL FAULTS,” AND UPON EXECUTION HEREOF,
PURCHASER SHALL ASSUME THE RISK THAT ADVERSE MATTERS,
INCLUDING,    WITHOUT      LIMITATION,   ADVERSE    PHYSICAL   AND
ENVIRONMENTAL CONDITIONS, MAY EXIST WITH RESPECT TO THE
PROPERTY AND WITH FULL KNOWLEDGE AND ACCEPTANCE BY PURCHASER
OF ALL INFORMATION AND MATTERS DISCLOSED IN ANY AND ALL REPORTS,
STUDIES, ASSESSMENTS, INVESTIGATIONS, PROPOSALS AND DOCUMENTS
FURNISHED TO, OR OBTAINED BY, PURCHASER WITH RESPECT TO THE
PROPERTY. FURTHER, PURCHASER HEREBY WAIVES ANY REDHIBITION
CLAIM PERTAINING TO THE PROPERTY.          IN ADDITION, PURCHASER
ACKNOWLEDGES AND AGREES THAT THERE ARE NO ORAL AGREEMENTS,
WARRANTIES OR REPRESENTATIONS, COLLATERAL TO OR AFFECTING THE
TRANSACTION CONTEMPLATED HEREBY WHICH HAVE BEEN MADE BY
SELLER OR ANY THIRD PARTY.

     (B)  ANY FACTUAL INFORMATION SUCH AS PROPERTY TAXES,
UTILITY INFORMATION, FINANCIAL PROJECTIONS, PROPERTY DIMENSIONS,
SQUARE FOOTAGE, OR SKETCHES DELIVERED OR SHOWN BY SELLER OR
ANY OF THE SELLER PARTIES TO PURCHASER OR SET FORTH HEREIN ARE
OR MAY BE APPROXIMATE. PURCHASER REPRESENTS TO SELLER THAT,
EXCEPT AS EXPRESSLY SET FORTH IN THIS DEED, PURCHASER HAS
INSPECTED AND VERIFIED SUCH FACTS AND INFORMATION, OR HAS HAD
THE OPPORTUNITY TO BUT DECLINED TO DO SO, TO PURCHASER’S
SATISFACTION, AND THAT NO LIABILITY FOR ANY INACCURACIES, ERRORS
OR OMISSIONS WITH RESPECT THERETO IS ASSUMED BY SELLER OR ANY OF
THE SELLER PARTIES. PURCHASER UNDERSTANDS AND ACKNOWLEDGES
THAT WEBSITES, SALES BROCHURES AND OTHER DOCUMENTS AND
MATERIALS, IF ANY, AVAILABLE OR DELIVERED TO PURCHASER BOTH
PRIOR TO, AND FOLLOWING EXECUTION OF, THIS DEED (COLLECTIVELY,
THE “PROPERTY MATERIALS”), MAY HAVE BEEN PREPARED BY PARTIES
OTHER THAN SELLER OR ANY OF THE SELLER PARTIES AND, REGARDLESS,
SELLER MAKES NO REPRESENTATION OR WARRANTY WHATSOEVER,
EXPRESS OR IMPLIED, AS TO THE COMPLETENESS, CONTENT OR ACCURACY

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OF THE PROPERTY DOCUMENTS. PURCHASER HEREBY UNCONDITIONALLY,
IRREVOCABLY AND FOREVER SPECIFICALLY RELEASES SELLER AND THE
SELLER PARTIES FROM ANY AND ALL CLAIMS, DEMANDS, CAUSES OF
ACTION, JUDGMENTS, LOSSES, DAMAGES, LIABILITIES, COSTS AND EXPENSES
(INCLUDING, WITHOUT LIMITATION, ATTORNEYS’ FEES, WHETHER SUIT IS
INSTITUTED OR NOT, AND ENVIRONMENTAL CONSULTANTS’ FEES),
WHETHER KNOWN OR UNKNOWN, LIQUIDATED OR CONTINGENT
(COLLECTIVELY “CLAIMS”) ASSERTED AGAINST OR INCURRED BY
PURCHASER BY REASON OF THE INFORMATION CONTAINED IN, OR THAT
SHOULD HAVE BEEN CONTAINED IN, THE PROPERTY MATERIALS.

      (C)  IN THE EVENT THAT FROM AND AFTER THE DATE HEREOF ANY
INVESTIGATION, REMOVAL, ABATEMENT, REMEDIATION, OR OTHER
CORRECTIVE ACTION IS AT ANY TIME REQUIRED IN CONNECTION WITH THE
PROPERTY AS A RESULT OF THE PRESENCE OF ANY ENVIRONMENTAL
PROBLEMS, HAZARDOUS SUBSTANCES, HAZARDOUS MATERIALS, OR
ENVIRONMENTAL CONTAMINATION (AS EACH SUCH TERM IS DEFINED IN
ANY AND ALL APPLICABLE ENVIRONMENTAL LAWS DEFINED BELOW), OR
ANY OTHER MATTER AT OR ON THE PROPERTY, INCLUDING, WITHOUT
LIMITATION, ASBESTOS AND PETROLEUM PRODUCTS AND BYPRODUCTS AND
ANY CONSTITUENTS THEREOF, REGARDLESS OF WHEN SAME OCCURRED,
PURCHASER ACKNOWLEDGES AND AGREES THAT:              (I) ANY SUCH
INVESTIGATION, REMOVAL, REMEDIATION, OR CORRECTIVE ACTION SHALL
BE PERFORMED BY PURCHASER AND AT PURCHASER’S SOLE COST AND
EXPENSE; AND (II) NEITHER SELLER NOR ANY OF THE OTHER SELLER
PARTIES SHALL HAVE ANY DUTY OR OBLIGATION TO PERFORM OR CAUSE
TO BE PERFORMED ANY SUCH INVESTIGATION, REMOVAL, REMEDIATION,
OR CORRECTIVE ACTION. THE PURCHASER FURTHER ACKNOWLEDGES AND
AGREES THAT, EFFECTIVE AS OF THE DATE HEREOF, THE PURCHASER, FOR
ITSELF, AND ITS SUCCESSORS AND ASSIGNS, HEREBY FULLY, IRREVOCABLY,
UNCONDITIONALLY FOREVER RELEASES, AND DISCHARGES SELLER AND
THE SELLER PARTIES FROM ANY AND ALL CLAIMS ARISING FROM OR
RELATED TO THE PHYSICAL OR ENVIRONMENTAL CONDITION OF THE
PROPERTY, INCLUDING, WITHOUT LIMITATION, CLAIMS OR RIGHTS OF
CONTRIBUTION (INCLUDING ANY RIGHT TO CONTRIBUTION UNDER 42 U.S.C.
§9613(F)) WHICH THE PURCHASER OR ITS SUCCESSORS, LEGAL
REPRESENTATIVES OR ASSIGNS NOW HAS OR MAY HAVE AGAINST THE
SELLER OR ANY OF THE SELLER PARTIES BY REASON OF THE PRESENCE OF
ANY HAZARDOUS SUBSTANCE (INCLUDING, BUT NOT LIMITED TO, ASBESTOS
AND PETROLEUM PRODUCTS AND BYPRODUCTS AND THE CONSTITUENTS
THEREOF) OR ANY OTHER ADVERSE ENVIRONMENTAL OR PHYSICAL
CONDITION, DEFECT, OR PROBLEM WITH RESPECT TO THE PROPERTY
(WHETHER SUCH CONDITION, DEFECT, OR CONDITION BE KNOWN OR
UNKNOWN, LATENT OR PATENT, OR WHETHER OR NOT ANY INVESTIGATION,
REMEDIATION, OR CORRECTIVE ACTION MAY BE REQUIRED OR DESIRABLE
WITH RESPECT TO THE PROPERTY). THE RELEASE SET FORTH IN THIS

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SECTION  SPECIFICALLY                             INCLUDES             ANY   CLAIMS   UNDER   ANY
ENVIRONMENTAL LAWS.

       (D)    AS USED HEREIN, THE TERM “ENVIRONMENTAL LAWS”
INCLUDES, BUT IS NOT LIMITED TO, THE RESOURCE CONSERVATION AND
RECOVERY ACT (42 U.S.C. 6901, ET SEQ.), THE COMPREHENSIVE
ENVIRONMENTAL RESPONSE, COMPENSATION AND LIABILITY ACT OF 1980,
AS AMENDED BY THE SUPERFUND AMENDMENTS AND REAUTHORIZATION
ACT (42 U.S.C. 9601, ET SEQ.); THE CLEAN AIR ACT (42 U.S.C. 4701, ET SEQ.); THE
EMERGENCY PLANNING AND COMMUNITY RIGHT-TO-KNOW ACT (42 U.S.C.
§1101, ET SEQ.); THE HAZARDOUS MATERIALS TRANSPORTATION ACT OF 1974
(49 U.S.C. §1801, ET SEQ.); THE FEDERAL WATER POLLUTION CONTROL ACT
(33 U.S.C. §1251, ET SEQ.); THE FEDERAL INSECTICIDE, FUNGICIDE AND
RODENTICIDE ACT (7 U.S.C. §137, ET SEQ.); THE SAFE DRINKING WATER ACT
(42 U.S.C. §3001, ET SEQ.); AND THE TOXIC SUBSTANCE CONTROL ACT (15 U.S.C.
§2601, ET SEQ.), AS ANY OF THE SAME MAY BE AMENDED FROM TIME TO
TIME, AND ANY COMPARABLE OR SUCCESSOR PROVISIONS OF FEDERAL,
STATE OR LOCAL LAW, AND ANY REGULATIONS, ORDERS, RULES,
PROCEDURES, GUIDELINES AND THE LIKE PROMULGATED IN CONNECTION
THEREWITH.

     (E)  THE FOREGOING DISCLAIMERS, WAIVERS AND RELEASES
HAVE BEEN BROUGHT TO THE ATTENTION OF PURCHASER, AND HAVE
BEEN READ AND ARE UNDERSTOOD BY PURCHASER.             THE
AGREEMENT OF PURCHASER WITH AND TO ALL OF THE TERMS AND
CONDITIONS OF THESE DISCLAIMERS, WIAVERS AND RELEASES IS AN
INTEGRAL PART OF THIS SALE BETWEEN SELLER AND PURCHASER
WITHOUT WHICH THIS SALE WOULD NOT HAVE BEEN ENTERED INTO
BY SELLER, AND THE PURCHASE PRICE REFLECTS, AND TAKES INTO
CONSIDERATION, THE FOREGOING DISCLAIMERS, WAIVERS AND
RELEASES.

       TO HAVE AND TO HOLD said described Property unto the Purchaser, its heirs,
successors, and assigns forever.

        Warranty. The Seller hereby agrees to warrant and defend all and singular the Property
unto the Purchaser and Purchaser’s successors and assigns, against every person whomsoever
lawfully claiming or to claim the same or any part thereof by, through or under Seller, but not
otherwise. The foregoing is intended as and accepted by Purchaser as an express limitation on
the warranty of title to the Property by Seller. In addition, the Seller does hereby moreover
transfer unto the Purchaser all and singular the rights and actions of warranty to which the said
Seller is or may be entitled, against any and all former owners and proprietors of the Property
herein conveyed, hereby subrogating the Purchaser to all the rights and actions, to be enjoyed
and exercised in the same manner as they might have been by the Seller, together with all and
singular the rights and appurtenances thereto in anywise belonging unto the Purchaser. The
conveyance of the Property by the Seller to the Purchaser is expressly made subject to all

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restrictions, servitudes, easements, and rights of way of record, including but not limited to,
restrictions and/or servitudes granted by any Seller.

       Purchase Price. This sale is made and accepted for and in consideration of the price and
sum of $_________________. Seller hereby acknowledges the full payment of the purchase
price by the Purchaser, and the Seller’s receipt and adequacy of the purchase price.

       Waiver of Certificates. The parties hereto waive the attachment of mortgage,
conveyance, and tax certificates and relieve and release the undersigned Notary Public from all
responsibility in connection therewith.

       Proration of Taxes. All ad valorem taxes bearing against the Property have been paid
up to and including those due for the year 2009. Purchaser shall be responsible for all ad
valorem taxes bearing against the Property after and including those for the year 2010, and
notices of subsequent taxes shall be sent to Purchaser at the address set forth in Purchaser's
appearance clause above.


                     REMAINDER OF PAGE IS INTENTIONALLY LEFT BLANK.
                         SIGNATURE PAGES AND EXHIBITS FOLLOW.




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         THIS DONE AND PASSED at my office in                                     ,
                                                           , in the presence of the undersigned
 competent witnesses, and me said Notary, on this the _______ day of _______________, 2010.

Witnesses:                                                 MOCKINGBIRD DEVELOPMENT, LTD.,
                                                           a Texas limited partnership

                                                           By:    Beverly Development Corp.,
Print Name:                                                       a Texas corporation, its General Partner


                                                                  By: _________________________________
Print Name:                                                                Stephen Williamson, President




                                                       Notary Public
                             Print Name:
                             Bar or Notary No.:



         THIS DONE AND PASSED at my office in                                 ,
                                                    , in the presence of the undersigned
competent witnesses, and me said Notary, on this the _______ day of _____________, 2010.

Witnesses:                                                 MOCKINGBIRD DEVELOPMENT II, LTD.,
                                                           a Texas limited partnership

                                                           By:    Beverly Development Corp.,
Print Name:                                                       a Texas corporation, its General Partner


                                                                  By: _________________________________
Print Name:                                                                Stephen Williamson, President



                                                       Notary Public
                             Print Name:
                             Bar or Notary No.:




                                                        Page 8 of 14

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         THIS DONE AND PASSED at my office in                                 ,
                                                    , in the presence of the undersigned
competent witnesses, and me said Notary, on this the _______ day of ________________, 2010.

Witnesses:                                                 FLLN, LTD.
                                                           a Texas limited partnership

                                                           By:    Beverly Development Corp.,
Print Name:                                                       a Texas corporation, its General Partner


                                                                  By: _________________________________
Print Name:                                                                Stephen Williamson, President




                                                       Notary Public
                             Print Name:
                             Bar or Notary No.:



         THIS DONE AND PASSED at my office in                                 ,
                                                    , in the presence of the undersigned
competent witnesses, and me said Notary, on this the _______ day of ________________, 2010.

Witnesses:                                                 FLCT, LTD.,
                                                           a Texas limited partnership

                                                           By:    Beverly Development Corp.,
Print Name:                                                       a Texas corporation, its General Partner


                                                                  By: _________________________________
Print Name:                                                                Stephen Williamson, President




                                                       Notary Public
                             Print Name:
                             Bar or Notary No.:




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         THIS DONE AND PASSED at my office in                                 ,
                                                    , in the presence of the undersigned
competent witnesses, and me said Notary, on this the _______ day of ___________, 2010.

Witnesses:                                                 F and C R/E, INC.,
                                                           a Texas corporation


Print Name:                                                By:
                                                                  Stephen Williamson, President


Print Name:




                                                       Notary Public
                             Print Name:
                             Bar or Notary No.:




                                                       Page 10 of 14

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         THIS DONE AND PASSED at my office in                                 ,
                                                    , in the presence of the undersigned
competent witnesses, and me said Notary, on this the _______ day of ___________, 2010.

Witnesses:


Print Name:



Print Name:




                                                       Notary Public
                             Print Name:
                             Bar or Notary No.:




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                                                        EXHIBIT A




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                                                     CERTIFICATE

        The undersigned, being Mockingbird Development, Ltd. (“MDL”), Mockingbird
Development II, Ltd. (“MDII”), FLLN, Ltd. (“FLLN”) and FLCT, Ltd. (“FLCT”), each a Texas
limited partnership, and (ii) F and C R/E, Inc., a Texas corporation (“FCRE”), do hereby certify
the following:

    1. Beverly Development Corp., a Texas corporation, is the sole general partner of MDL,
       MDII, FLLN and FLCT.

    2. Stephen Williamson, as President of (i) Beverly and (ii) FCRE, has the sole authority to
       execute and deliver in the name of MDL, MDII, FLLN, FLCT and FCRE the following
       documents:

                   (a) Deed whereby MDL, MDII, FLLN, FLCT and FCRE transfer
                   to _________________________________ certain immovable
                   property located in Beauregard Parish, Louisiana, under such terms
                   and conditions as said authorized representative deems
                   appropriate; and

                   (b)    Any and all settlement statements, reverse exchange
                   documents, and/or related documents that are necessary or
                   desirable to accomplish the foregoing.

        FURTHER RESOLVED, that Stephen Williamson, as President be and is hereby
authorized, empowered and directed to take such additional actions, execute and deliver such
additional instruments and make such further determinations as may be necessary or advisable,
in his/her sole and absolute discretion, to carry into effect the foregoing resolutions and/or
consummate the contemplated transaction.



                        (The remainder of this page is intentionally left blank.)




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                      Executed as of this ____ day of ____________________, 2010.

                                                           MOCKINGBIRD DEVELOPMENT, LTD.,
                                                           MOCKINGBIRD DEVELOPMENT II, LTD.,
                                                           FLCT, LTD., FLLN, LTD.,
                                                           each a Texas limited partnership

                                                           By: Beverly Development Corp.,
                                                               a Texas corporation,
                                                               the General Partner of each



                                                                  By: _________________________________
                                                                          Stephen Williamson, President

                                                           F AND C R/E,
                                                           a Texas corporation



                                                           By: ______________________________________
                                                                  Stephen Williamson, President




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