Loading...
2012-237UCodud�gloAnllAgendualStrutcgic Servicw@012 Agandn IlemRlSeptemhcr 201215eptember 1 B- 201219� - DCTIR2 Amurillo Netional Bunk h si�mrnll2- Amd 4 Ordinuncc.duc ORDINANCE NO. 2012-237 AN ORDINANCE OF THE CITY OF DENTON, TEXAS APPROVING A FOURTH AMENDMENT TO AN ECONOMIC DEVELOPMENT PROGRAM GRANT AGREEMENT FOR THE DENTON CROSSING RETAIL DEVELOPMENT DATED SEPTEMBER 9, 2008 BETWEEN THE CITY OF DENTON AND DCTIRZ, WHICH WAS DULY ASSIGNED TO AMARILLO NATIONAL BANK; AND PROVIDING AN EFFECTIVE DATE. THE COUNCIL OF THE CITY OF DENTON, TEXAS HEREBY ORDAINS: SECTION 1. The City Manager, or his designee, is herby authorized to execute a Fourth Amendment to the Economic Development Program Grant Agreement (the "Amendment"), in substantially the form of the Amendment which is attached hereto and made a part of this Ordinance for all purposes. SECTION 2. The City Manager, or his designee, is hereby authorized to exercise the City of Denton's rights and duties as set forth in the Amendment. SECTION 3. This Ordinance shall become effective immediately upon its passage and approval. , PASSED AND APPROVED this the ATTEST: JENNIFER WALTERS, CITY SECRETARY BY: -�, APPRO D AS T LEGAL FORM: ANITA BURGESS, CITY ATTORNEY � BY: 12. THE STATE OF TEXAS} COUNTY OF DENTON} AMENDMENT TO ECONOMIC DEVELOPMENT PROGRAM GRANT AGREEMENT This Amendment to Eeonomic Development Grant Agreement ("Amendment") is made as of the �h day of ��, 2012 between the City of Denton, a Texas municipal corporation ("City") and DCTIRZ, a Texas Limited Liability Company (Assignor) and Amarillo National Bank (Assignee). WITNESSETH WHEREAS, The C ity and DCTIRZ, LLC entered into that certain Economic Development Program Grant Agreement, dated as September 9, 2008,("Agreement"), which Agreement relates to the Property legally described on Exhibit A attached hereto; and WHEREAS, DCTIRZ, LLC ("Assignor") has granted a lien on and security interest in certain of its rights, title and interest in, to and under the Agreement as the Grantee therein to Amarillo National Bank ("Assignee") as security for loan proceeds; and WHEREAS, as required by the Agreement, Amarillo National Bank provided written notice of the Assignment to the City; and WHEREAS, by virtue of the Assignment, Amarillo National Bank is entitled to receive any and all amounts payable to the Assignor, as successor to DCTIRZ, LLC under the Agreement as the "Grantee" therein; and WHEREAS, Amarillo National Bank is not responsible for the public infrastructure improvements and 350,000 of square feet of retail space as defined within the original Agreement. The City accepted all of the required infrastructure improvements from Orix Hunt Denton Venture on August 2, 2004. WHEREAS, the Assignor and City agree to do all things necessary and appropriate to carry out the terms of the Agreement and to assist each other in carrying out those terms; and WHEREAS, Assignor, Assignee and City desire to formally document the agreements outlined in the above recitals and make certain amendments under the Agreement. NOW THEREFORE, in consideration of the covenants and agreements herein contained, Assignor, Assignee and City hereby agree as follows: 1. Pro�;ram Grant. Until all amounts owing by DCTIRZ, LLC to Amarillo National Bank , have been paid in full, all Program Grant Installment Payments will be made directly to Amarillo National Bank. 2. Recitals/Defined Terms. That (a) the recitals set forth above are true and correct and are incorporated herein by this reference, and (b) that any aapitalized terms utilized in this Amendment and not herein defned shall have the meanings ascribed to such terms in the Agreement. Full Force and effect; Authoritv to Execute. Assignor and City acknowledge and agree that the Agreement, as amended hereby, is and remains in full force and effect between them. Assignor and City, respectively, further represent and warrant to each other that this Amendment has been approved by all necessary corporate or municipal authorities, as the case may be, and that the person(s) executing the agreement their behalf have full power and authority to bind them to the terms and provisions hereof. Counterparts/Recordin�. This Amendment may be executed in multiple counterpart by the parties, each of which shall be deemed an original and which, when taken together shall constitute a single instrument. This Amendment may be filed for record with the Clerk of Denton County Texas by either party hereto. {Balance of this page intentionally blank; Signature Page follows} 2 IN WITNESS WHEREOF, the,�? a,rties have executed tl�is Amendment to �conomic Development Grant Agreement effecfive as of the �_�''fhday of���, 2012. CITY: CITY OF DENTQN, TE� . By: � — GEORGE C. CAMPBEL CITY MANAGER ATTEST: . JENNIFER WALTERS, CITY SECRETARY BY. � APPROVED AS TO LEGAL FORM: ANITA BURGESS, CITY ATTORNEY r __ By: ASSIGNEE: Auiarillo National Bank, . By: . re n, Senior Vice President ASSIGNOR: DCTIRZ, LLC, A Texas'Limited Liability Company By: ,. STERQUESLL PSF SETTLEMENT, L.C. a Texas Limited Liability Company, a �Member � : Robert L. Templeton, Manager By: AHF LIQUIDATING TRUST, a Meinber : Walter O'Cheslcey, Ttvstee Acknowledgements CITY: State of Texas County of Denton This instrument was acknowledged before tne on the /r�/`1 day of ��y�� 2012 by Georae G�• C��n,o6el�, the G� /�ilL�� �✓ of the City of Denton, Texas, and attested to by f�� � fP 5, the �` �°cr� f such City, on behalf of such City. � � � ' � � �G"l�'�L1� ��,,PTP4��i� JANE E, RICHARDSON � . ,o.�.. B,, N tary Public in and for tl�e State of Texas ;• '°= Notary Public, State of Texes . = ' •�.,; My Commission Expires =:'��f..i�+:`' JU�A 27, 2U13 •�p��������� My Commission expires: �7 Q�3 Assignee: State of Texas ) County of DcrrtSii ��(!' This instrument was acknowledged before me on the � day o_ , 2012 by J. Gregg Jordan, a Senior Vice President of Amarillo National n, on b half q�s ch company. � V • o��" P�� CINDY LOU CUMMINGS N i Publ�c m� � the tate of T *�° NOTARY PUBLIC, i o��e STATE OF TEXAS Stat Commission Expires 07-05-2014 County of Potter This instrument was acknowledged before me on tl�e _day of __, 2012 by Robert L. Templeton, a Manager of Sterquell PSF Settlement, L.C., a Texas linlited liability company, a member of DCIRZ, LLC, a TeYas limited liability company, on behalf of DCTIRZ, LLC. Notary Public in and fot• the State of Texas State of Texas County of Dallas This instrument was acknowledged before me on the day of _ , 2012 by Walter O'Cl�eskey, as Trustee of the AHF Liquidating Trust, on behalf of said trust. Notary Public in and for the State of Texas 4 IN WITNESS WHEREOF, the arties have executed this Amendment to Economic Development Grant Agreement effective as of the /�%day of �, 2012. CITY: CITY OF DE ON, TE S By; ? �--� GEORG C. CAMPBELL CITY MANAGER ATTEST: JENNIFER WALTERS, CITY SECRETARY BY �' APPROVED AS TO LEGAL FORM: ANITA BURGESS, CITY ATTORNEY By: ASSIGNEE: Amarillo National Bank, : J. Gregg Jordan, Senior Vice President ASSIGNOR: DCTIRZ, LLC, A Texas Limited Liability Company By: STERQLTESLL PSF SETTLEMENT, L.C. a Texas Limited Liability Company, a Member By: � Robert . Templeton, M nager By: AHF LIQUIDATING TRUST, a Member : 3 Walter O'Cheskey, Trustee Acknowledgements CITY: State of Texas County of Denton This instrument was acknowledged before me on the j�`j day of ,, , 2012 by '2oT �� �� , the �� /,�f�2,i-i er of the City of Denton, Texas, and attested to by � � e Q/fe�,�he �' �� of su City, on behalf of such City. � ���PYPUg��� JANE E, RICHARDSON otary Public in and for the State of Texas =�a°� �'^= Notary Public, State of Texas ;�;r�rw`.; My Commission Expires ����'�Jf�{SE��� ,Iune 27, 2013 My Commission expires: � �7 �O/3 ���Il11 tll�� Assignee: State of Texas ) County of Denton This instrument was aclmowledged before me on the day of , 2012 by J. Gregg Jordan, a Seniar Vice President of Amarillo National Bank, on behalf of such cornpany. Notary Public in and for the State of Texas State of Texas County of Potter This instrument was acknowledged before me on the�day of �) , 2012 by Robert L. Templeton, a Mana er of Ster uell PSF Settlement, L.C. a Texas limited liabi� com an a member of DCIltZ g q � t3' p Y, � LLC, a Texas limited liability company, on behalf of DCTIRZ, LLC. Y� �ANC�N S. WILBUR $� * NCITARY PUBI.tC. �� 5"%�iE OF T 1 �13 � �Iy Commf�iai � State of Texas County of Dallas a �IY�,/ Notary Publ' in and for the State of Texas This instrument was acknowledged before rne on the day of , 2012 by Walter O'Cheskey, as Trustee of the AHF Liquidating Trust, on behalf of said trust. Notary Public in and for the State of Texas � IN WITNESS WHEREOF, the parties have executed this Amendment to Economic Development Grant Agreement effective as of the /Af� day ofi�. , 2012. CITY: CITY OF DEN . N, TE By, �v-� GEORGE . CAMPBELL CITY MANAGER ATTEST: JENNIFER WALTERS, CITY SECRETARY BY: --� ( - APPROVED AS TO LEGAL FORM: AIVITA BURGESS, CITY ATTORNEY By: � ASSIGNEE: Amarillo National Bank, By: J. Gregg Jordan, Senior Vice President ASSIGNOR; DCTIRZ, LLC, A Texas Limited Liability Compairy By: STERQUESLL PSF SETTLEMENT, L.C. a Texas Limited Liability Company, a Member : Robert L. Templeton, Manager By: AHF LIQUIDATING TRUST, a M�e ber ► By: Walter O'Cheskey, Tru 3 Acknowledgements CITY: State of Texas County of Denton This instrument was acknowledged before me on the %8-f� day of � f��n6er, 2012 by Geo�9� Ca C`'a.m�o6e/% the C`i /�![���2<e� of the City of Denton, Texas, and attested to by Ten.� i r la/�I�er the `�� of such City, on behalf of such City. ,��`n'r'i'o'�., JANE E� RICHARDSON i:°,�'� B`''': Notary Public, State of Texas # ° •..F My Commission Expires %�;��f��i��FFr JU116 27, 2013 Assignee: State of Texas ) County of Denton ������ Not ry Public in and for the State of Texas My Commission expires: !�� Z% 20/ This instrument was acknowledged before me on the day of , 2012 by J. Gregg Jordan, a Senior Vice President of Amarillo National Bank, on behalf of such company. Notary Public in and for the State of Texas State of Texas County of Potter This instrument was acknowledged before me on the _day of , 2012 by Robert L. Templeton, a Manager of Sterquell PSF Settlement, L.C,, a Texas limited liability company, a member of DCIRZ, LLC, a Texas limited liability company, on behalf of DCTIRZ, LLC. Notary Public in and for the State of Texas State of Texas County of��,U��G� This instrument was acknowledged before me on the ��ay of �,�, 2012 by Walter O'Cheskey, as Trustee of the AHF Liquidating Trust, on behalf of said trust. �'�� °°"�• 11NGEll1 � � � �� , ��IkN�1� 4 � No ary Pub in and for the State of Texas EXHIBIT "A" THE "PROPERTY" BEING all that certain tract or paxcel of land situated in the Mary L. Austin Survey, Abstract No. 4, the John W. Cheek Survey, Abstract No. 324, and the J.S. Taft Survey, Abstract No. 1256, of Denton County, Texas, being all of Lot 1, Block A, Lone Star Par 3 Addition, an addition to the City of Denton filed of record in Cabinet I, Slide 277, Plat Records of said County, and being all of that tract of land conveyed to Pacific Asset Management, Inc., Volume 5128, Page 538; Mark A. Kuhn ,Volume 4163, Page 680; Roy Dean & Patsy Smith, Volume 489, Page 92; D. Schiflet & W. Schweitzer, Volume 1129, Page 61; J. Hudspeth Jr. & W. Schweitzer, County Clerk's File Number 95R0080326; J. Hudspeth, Jr. & D. Shiflet Hudspeth, Volume 1708, Page 661; Shiflet Financial Corp., W. Schweitzer, J. Hudspeth, Jr., & D. Hudspeth, Voltune 1493, Page 129; The Baptist Foundation of Texas, Volume 4163, Page 674, filed for record in the Public Records of Denton County, Texas, said tract being more particularly described by metes and bounds as follows: BEGINNING at a 5/8" iron rod set in the North line of State Highway Loop 288, from which a 5/8" iron rod with an aluminum TXDoT cap bears South 65 degrees 39 minutes 28 seconds West, 21.88 feet, and from which a 1/2" iron rod found, the Southwest corner of Lone Star Par 3 Addition, according to the plat filed of record in Cabinet I, Page 277, Plat Records of Denton County, Texas, bears North 00 degrees 13 minutes 40 seconds West, a distance of 1.60 feet for the Southwest corner of this tract; THENCE North 00 degrees 13 minutes 40 seconds West, at 1.60 feet pass the said 1/2" iron rod found, the Southwest corner of said Lone Star Par 3 Addition, in all a distance of 1681.35 feet to a 1/2" iron rod found in the approximately South line of Spencer Road, for the Northeast corner of that certain tract of land conveyed to Charles E. Bailey according to the deed filed of record in Volume 4083, Page 1299, Deed Records of Denton County, Texas, and the Northwest corner of said Lone Star Par 3 Addition, for the Northwest corner of this tract; THENCE South 88 degrees 03 minutes 04 seconds East, along the approximate South line of said Road, and along the North line of said addition, a distance of 1125.52 feet to a 1/2" iron rod found at the Northwest corner of that certain tract of land described in a lease to Lone Star Gas Company according to the lease document filed of record in Volume 410, Page 455, and being the remainder of that certain tract of land conveyed to M.M. Smith according to the deed filed of record in Volume 305, Page 258, Public Records of Denton County, Texas, said iron rod also being a corner of this tract; THENCE South 02 degrees 10 minutes 48 seconds West, along the West line of said Lone Star Gas Lease tract, a distance of 144.97 feet to a 1/2" iron rod found for the Southwest corner of said tract, and being the most southerly Northwest corner of that certain tract of land conveyed to Roy Dean and Patsy Smith according to the deed filed of record in Volume 489, Page 92, Deed Records of Denton County, Texas, for a corner of this tract; THENCE South 88 degrees 02 minutes OS seconds East, along the South line of said lease tract and the most westerly North line of said Smith tract, a distance of 50.39 feet to a 1/2" iron rod found for the Southeast corner of said lease tract, and being an inside ell corner of said Roy Dean and Patsy Smith tract for an inside ell corner of this tract; THENCE North 02 degrees 02 minutes 52 seconds East, along the East line of said lease tract and the most northerly West line of said Smith tract, a distance of 145.50 feet to a 1/2" iron rod found in the approximately South line of said Road, for the Northeast corner of said lease tract and the most northerly Northwest corner of said Smith tract, for a corner of this tract; THENCE South 88 degrees 35 minutes 31 seconds East, along the approximate South line of said road and the North line of said Roy Dean & Patsy Smith tract, a distance of 259.72 feet to a 1/2" iron rod found for the Northeast corner of said tract and being in the West line of said D. Schiflet & W. Schweitzer tract, for a corner of this tract; THENCE North 00 degrees 26 minutes 30 seconds West, crossing said road, a distance of 51.63 feet. to a 1/2" iron rod found in the approximate North line of said road for the Northwest comer of that certain tract of land conveyed to D. Schiflet & W. Schweitzer according to the deed filed of record in Volume 1129, Page 61, Deed Records of Denton County, Texas, for a corner of this tract; THENCE along the approximate North line of Spencer Road the following courses and distances; South 88 degrees 33 minutes 38 seconds East, along the North line of said Schiflet & Schweitzer tract, a distance of 139.74 feet to a 3/8" iron rod found at the Northeast corner thereof; South 88 degrees Ol minutes 39 seconds East, along the North line of that certain tract of land conveyed to J. Hudspeth, Jr. & Schweitzer according to the deed filed of record under County Clerk's File Number 95R0080326, Public Records of Denton County, Texas, a distance of 104.69 feet to a 5/8" iron rod set at the Northwest corner of that certain tract of land conveyed to J. Hudspeth, Jr. and D. Shiflet-Hudspeth according to the deed filed of record in Volume 1708, Page 661, Deed Records of Denton County, Texas; South 88 degrees 11 minutes 27 seconds East, along the North line of said tract, a distance of 129.05 feet to a 3/4" iron rod found at the Northeast corner thereof; South 86 degrees 53 minutes 08 seconds East, along the North line of that certain 2.5 acre tract of land conveyed to Shiflet Financial Corporation, W. Schweitzer, J. Hudspeth, Jr. & D. Hudspeth, according to the deed filed of record in Volume 1492, Page 129, Deed Records of Denton County, Texas, a distance of 240.21 feet to a 3/4" iron rod found, an angle point in the North line thereof; South 74 degrees 36 minutes 30 seconds East, along said North line, a distance of 245.25 feet to a 5/8" iron rod set in the West line of State Highway Loop 288, from which a 1/2" iron rod bears South 74 degrees 36 minutes 30 seconds East, a distance of 1.94 feet for the Northeast corner of said 2.5 acre tract and the Northeast corner of this tract; THENCE South 26 degrees 15 minutes 21 seconds West, crossing said Spencer Road and along 0 the West line of said Highway, and along the East line of said Shiflet Financial Corporation, Schweitzer, Hudspeth & Hudspeth tract, a distance of 61.34 feet to a 5/S" iron rod set being an angle point in the West line of said Highway and said East line, for a corner of this tract; THENCE South 19 degrees 12 minutes 47 seconds East, along the West line of said Highway and the East line of said tract, a distance of 53.48 feet to a 5/8" iron rod set for a corner of this tract, said point being the beginning of a non-tangent curve to the right; THENCE along said Highway and the South line of said Shiflet Financial Corporation, Schweitzer, Hudspeth & Hudspeth tract and along the Southeast line of that certain tract of land, a 3/4% interest which was conveyed to The Baptist Foundation of Texas according to the deed filed of record in Volume 4163, Pages 674,677, Deed Records of Denton County, Texas, and of which the rernaining 1/4% interest was conveyed to Mark Kuhn according to the deed filed of record in Volume 4163, Page 660, Deed Records of Denton County, Texas, and along said curve to the right, having a radius of 2804.79 feet, and a central angle of 15 degrees 48 minutes 46 seconds, a chord bearing and distance of South 44 degrees 07 minutes 45 seconds West, 771.62 feet, an arc length of 774.08 feet to a 5/8" iron rod set for a corner of this tract at an angle point in the Northwest line of said Highway; � THENCE South 58 degrees 25 minutes 34 seconds West, along said Highway and the South line of said Baptist Foundation Tract, a distance of 195.82 feet to a 5/8" iron rod set for the beginning of a curve to the right and for a corner of this tract; THENCE along said curve to the right and said Highway line, same being the South line of said Baptist Foundation tract and said Mark A, Kuhn tract, said curve having a radius of 2789.79 feet, and a central angle of 04 degrees 23 minutes OS seconds, a chord bearing and distance of South 58 degrees 13 minutes 41 seconds West, 213.45 feet, an arc length of 213.50 feet to a 5/8" iron rod with TXDoT aluminum cap found for a corner of this tract at an angle point in the Northwest line of said Highway; " THENCE South 60 degrees 25 minutes 13 seconds West, along said Highway and the South line of said Baptist Foundation and Kuhn tract, and along that certain tract of land conveyed to Pacific Asset Management, Inc. according to the deed filed of record in Volume 5128, Page 538, Deed Records of Denton County, Texas, and along the South line of said Lone Star Par 3 Addition, a distance of 980.80 feet to an aluminum TXDoT cap found in concrete for an angle point in the Northwest line of said Highway for a corner of this tract; THENCE South 65 degrees 39 minutes 28 seconds West, along said Highway and the South line of said Addition, a distance of 580.63 feet to the Place of Beginning, and containing 54.16 acres of land. 7 SECURITY AGREEMENT AND ASSIGNMENT OF AGREEMENT This Security Agreement and Assignment of Agreement (the "Assignment") is entered and effective as of August , 2012, by and between DCTIRZ, LLC, a Texas limited liability company ("Borrower"), and Amarillo National Bank ("Ban7�'). Recitals A. On or about November 27, 2001, The City of Denton, Texas and Denton Crossing Partners, Ltd. entered into that certain Economic Development Program Grant Agreement With Denton Crossing Partners, Ltd. (the "Original 380 Agreement"), which was subsequently recorded in Volume 4989, at page 00274, Official Public Records of Denton County, Texas. B. The Original 380 Agreement was subsequently assigned by DCP to ORIX Hunt Denton Venture, an Illinois general partnership ("OHDV"), by Assignment of Economic Development Grant Agreement, dated September 11, 2002, and recorded in Volume 5170, at page 84, Official Public Records of Denton County, Texas (the "DCP Assignment"). C. On or about January 21, 2003, the Origina1380 Agreement was amended by that certain Amendment to Economic Development Program Grant Agreement, between the City of Denton and OHDV (the "First Amendment"). D. On or about September 26, 2006, the Original 380 Agreement was further amended by that certain Second Amendment to Economic Development Program Grant Agreement, between the City of Denton and OHDV (the "Second Amendment"). E. On or about August 22, 2008, the Original 380 Agreement was assigned by OHDV to Borrower by that certain Assignment and Assumption of 380 Agreement between OHDV and Borrower (the "OHDVAssignment") (the Origina1380 Agreement, the DCP Assignment, the First Amendment, the Second Amendment, and the OHDV Assignment are collectively referred to in this Assignment as the "380 AgreemenP'). F. Bank has extended (or will extend) a loan in the principal amount of $ to Borrower (the "Loan"). G. The Loan is governed by an Amended and Restated Credit Agreement entered of even date herewith between Borrower and Bank (including any and all amendments, modifications, replacements and/or restatements thereof, the "Credit Agreement"). H. As a condition to extending credit to Borrower under the Credit Agreement, Bank has required, among other things, that Borrower assign to Bank all of Borrower's right, title and interest, now or hereafter created, in, under, and to the 380 Agreement. Agreement In consideration of the above recitals, and the mutual promises contained herein, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows: 1. Borrower pledges, assigns, transfers, and grants to Bank a lien on and continuing security interest in all of Borrower's right, title, and interest, whether now owned or held ar hereafter acquired, in, to, Security Agreement and Assignment of Agreement Page 1 OD1BBGv2 and under the 380 Agreement, a true, con•ect and complete copy of which is attached hereto as Exhibit "A", and any amendment, modification, restatement, or supplement executed in connection with the 380 Agreement, including, without limitation: (i) all rights of Borrower to receive money due and to become due under or pursuant to the 380 Agreement; (ii) all rights of Borrower to receive proceeds of any insurance, indemnity, warranty, or guaranty with respect to the 380 Agreement; (iii) all claims of Borrower for damages arising out of or for breach of or default under the 380 Agreement; (iv) all rights of Borrower to compel performance and otherwise exercise all remedies under the 380 Ageement; and (vi) to the extent not included in the foregoing, all proceeds, products, accessions, revenues, incomes, royalties, benefits, additions, substitutions, replacements of and to any and all of the foregoing (collectively referred to in this Assignment as the "Collateral"). 2. This Assignment is given to secure the Obligations (as used in this Assignment, the term "Obligations" will have the meaning assigned to such term in the Credit Agreement). On payment in full of the Obligations, this Assignment shall become void without further action of Bank or Borrower, and all rights, interests and remedies granted or afforded Bank under this Assignment shall revert and belong to Borrower. ' 3. Neither this Assignment nor any action by Bank will constitute an assumption by Bank of any obligations under the 380 Agreement and Borrower will continue to be liable for all obligations of Borrower under the 380 Agreement. Bank will not be obligated to perform or discharge any obligation or duty to be performed or discharged by Borrower arising out of or in connection with the 380 Agreement. Bank does not assume any of Borrower's liabilities, duties, or obligations under the 380 Agreement. 4. Bank may, but will not be required to, perform or cause performance of any provision of this Assignment or the 380 Agreement, and the expenses of Bank incurred in connection therewith will be payable by Borrower upon demand of Bank. If any default by Borrower under the 380 Agreement occurs and Borrower fails to cure the default within ten business days, Bank will, at its option, be permitted (but will not be obligated) to remedy any such default by giving written notice of its intent to Borrower and to the other parties to the 380 Agreement. Bank will have a reasonable opportunity to cure the default. Any cure by Bank of Borrower's default under the 380 Agreement will not be construed as an assumption by Bank of any obligations, covenants, or agreements of Borrower under the 380 Agreement, and Bank will not incur any liability to Borrower to any other person as a result of any actions undertaken by Bank in curing or attempting to cure any default. This Assignment will not be deemed to release or to affect in any way the obligations of Borrower under the 380 Agreement. 5. Borrower hereby irrevocably appoints Bank as Borrower's attorney-in-fact (which appointment as attorney-in-fact is coupled with an interest), with full authority in the place and stead of Borrower and in the name of Borrower, effective from time to time in Bank's discretion to take any action and to execute any instrument that Bank may reasonably deem necessary or advisable to accomplish the purposes of this Assignment, including to ask, demand, collect, sue for, recover, and receive money due and to become due under or in connection with the Collateral, to receive, endorse, and collect any drafts or other instruments, documents, and chattel paper in connection therewith, and to file any claims or take any action or institute any proceeding that Bank may reasonably deem necessary to desirable for the collection thereof or to enforce compliance with the terms and conditions of any or all of the 380 Agreement or this Assignment. Notwithstanding the foregoing, Bank will not be obligated to exercise any right or duty as attorney-in-fact and will not have any duty to Borrower in connection therewith. 6. Borrower may not amend or modify any material term of any of the 3 80 Agreement, or do or suffer to be done any act that would impair the security interest ganted in this Assignment without the prior written consent of Bank, which consent will not be unreasonably withheld. Security Agreement and Assignment of Agreement Page 2 aD1BBGv2 7. All payments made under or in connection with the 380 Agreement will be delivered directly to Bank for deposit in the Lock Box Account (as used in this Assignment, the term "Lock Box Account" will have the meaning assigned to such term in the Credit Agreement). Any and all amounts held or received by Borrower in violation of this provision, will be held in trust by Borrower, delivered to Bank as soon as practicable and in the form received, and will constitute part of the Collateral. Borrower hereby represents, warrants, and agrees that: (a) Borrower has the right, power, and capacity to make this Assignment and that no person, partnership, corporation, or other entity other than Borrower and Bank has or will have any right or interest in or to Borrower's rights under the 380 Ageement. (b) Borrower will, at Borrower's sole cost and expense, perform and discharge all of Borrower's obligations and undertakings under the 380 Agreement. Borrower will use all reasonable efforts to enforce ar secure the perfortnance of each and every obligation and undertaking of each party to the 380 Agreement and will appear in and prosecute or defend any action or proceeding arising under, or in any manner connected with, the 3 80 Agreement or the obligations and undertakings of each other party thereto. (c) Borrower will not, without the prior written consent of Bank, (i) pledge, transfer, mortgage, or otherwise encumber or assign any portion of the 380 Agreement or any of Borrower's rights under the 380 Agreement; (ii) waive or in any manner release any of Borrower's rights under the 380 Agreement; (iii) disaffirm, cancel, terminate, or consent to any surrender the 380 Agreement; or (iv) modify or alter any material terms of the 380 Agreement. ' . (d) Any default by Borrower in the performance of any obligation or undertaking hereunder will constitute and be deemed to be an Event of Default under the Credit Agreement, so as to entitle Bank to exercise any and all of the rights and remedies under the Credit Agreement and the other Loan Documents (as used in this Assignment, the terms "Loan Documents" or "Loan DocumenP' will have the meanings assigned to such terms in the Credit Agreement), including the right to declare the Loan immediately due and payable without notice or demand. (e) There are no existing defaults under the 380 Agreement. (� The copies attached to this Assignment as E�►ibit "A" are true, correct, and complete copies of the 3 80 Agreement. (g) Borrower's interest in the 380 Agreement is not subject to any claim, setoff, or encumbrance. 9. The occurrence of a default or event of default under the 380 Agreement, or the occurrence of a default or event of default under the Credit Ageement, will constitute an event of default under this Assignment (each an "Event of Default"). 10. Upon the occurrence of an Event of Default, Bank may exercise any and all remedies available to it under the Credit Agreement, at law ar in equity, including, without limitation, the rights and remedies ganted to a secured party under the UCC. 11. Anything contained herein to the contrary notwithstanding, Borrower hereby assigns to Bank any award made hereafter to Borrower in any bankruptcy, insolvency, reorganization, or other court proceeding in any state or federal court involving the 380 Agreement. 3ecurity Ageement and Assignment of Agreement Page 3 OD1BBGv2 12. The failure of Bank to enforce any of the terms, covenants, or conditions hereof will not be construed or deemed to be a waiver of any rights or remedies hereunder. Bank will have the full right, power, and authority to enforce this Assignment, or any of the terms, covenants, or conditions hereof, at any tirne or times that Bank will deem appropriate. 13. This Assignment will bind the parties hereto and their respective successors and assigns. 14. This Assignment will be governed by and construed in accordance with the laws of the State of Texas (without giving effect to the principles thereof relating to conflicts of law). 15. For the purposes of this Assignment, venue for any suit or cause of action as between the parties will lie in Potter County, Texas, unless and except a suit is brought in Federal District Court, in which case, venue will lie in the United States District Court for the Northern District of Texas, Amarillo Division. 16. This Assignment may be executed in any number of counterparts and by the different parties hereto on separate counterparts, each of which when so executed and delivered shall be an original, but all of which shall together constitute one and the same instrument. 17. In case any provision in or obligation under this Agreement shall be invalid, illegal or unenforceable in any jurisdiction, the validity, legality and enforceability of the remaining provisions or obligations, or of such provision or obligation in any other jurisdiction, shall not in any way be affected ar impaired thereby. 18. Neither this Agreement nor any of the terms hereof may be ternunated, amended, supplemented, waived or modified except by an instritment in writing signed by Borrower and Bank. 19. THIS WRITTEN AGREEMENT REPRESENTS THE FINAL AGREEMENT BETWEEN THE PARTIES CONCERNING THE SUBJECT MATTER HEREOF AND MAY NOT BE CONTRAI)ICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO LINWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES. (remainder of page intentionally left blank) Security Agreement and Assignment of Agreement Page 4 OD1BBGv2 IN WITNESS WHEREOF, the parties have executed this Assignment as of the date set forth in the opening paragi•aph hereo.f. BORROVJER: DCTiRZ, LLC, a Texas limited liabilily company By: STERQUELL PSF SETTLEMEN'C; L.C., a'Pexas limited liability cpmpany, a Member � � � Y� Robert . Templeton, Manager By: AHF LIQUIDACING TRUST, a Member / �+ : ! /��/ ��r� �- � � ' -� BANK: A.NtARILLO NATIONAL $ANK By: Security Agreement and Assignment of Agreement OD I BBGv2 J. Gregg Jordan, Senior Vice President r�x� s I�N '��I"C`I�?�1;5� V�rT-i�L.�COT`, t.11e p�r[ie:s havc c�i�ui��d tl�is rl�sigiuner�t as a1'tl�e dale se[ forCh in ti�e openiz�g paraga�a�l7 h�r�.YWf. 130�RT:O%��Cft: DCTT�RI. C.LC. � �ex�is [ir7�it�:d fia[�ilit}r company }3y: S°I"CR�CJI;[.I, I�SI= SI:T"I'I�k:1vlEN'I; I�.C., �i "Cez�ts li���it�d [iat�ilit)� cornpan}�, F� [vlember 13v; IZobe�•t C . `E"empletc�n, il�fana�er By; �1-Ii= L1Ql.libr�["1N�; "IR�.JS�I', � Mcarrber 13v: 1�Valtc'r C�' Cheslcey, "1°rusl'ee 13ANT<: AViA1tILl�O NA�IOi�l:�L 13A1�l� i�y: �ct�nt Scci�rity Aerecmcnl a��d AssiE,u�ne�i[ c�f A; reemenl Pnge a 0[:)i I3I3t.iv? � 1�� tr3�cl�rsi�;i7�c�, City c�i I��nt�>n, "I'�x�s, ac1��a�vJc�ci��s �•�t;ei}�t af, co�is���ts lo tJ�.� �bave .�sai�;�tu�l, �r�cl, ttni�ss c�t���;a�wi�c ir�strt�ctecl i�� c�ttiti���� by �t���rillo Nsitioi�al �13ar�lc (1h�. "�3ai�l."),. a�;c�cs tG c�e�ive.t• �zny �mr1 afl �ay�r�cnts cl��t, �c� I3cx��•owei• u��t1��• t:f�e 3�� /t�;�•Ge�r�e.nt dire�:tly in i17� 1:3a��lc l�y zvir� tra�tsi'ei• iri �cec��•ci�»ie wi�th .i�astructic�r�s ���°c��vit�l�d I�y tb�. I3aulc. C:i"["Y C)I� 1�1::I�f'[`C3N, `I'1�,�/1�i ,� 13y: � �t� _ N���,�:: ���� �E C• ���MP'(��.j��.. °r�,t��.:��:� ,.�,��I � ��r�� Scc+irity Avrzem�itt �tn[9 Assikniu�nt t7i"A�;rc�t3ieiu 1'ti�e Ci (lU I Iit3Cit'2 "The �in�i��:5i����d, C��pital Ui7e, �T�l,n.., a i��tia���al l��nlzi�t� t�ssociaiioi�, I�ereby a�lcnc��vled�es th�t.t i# �tas �ssi�;r��eci it4 ii�t�rc�t� ii7 tlic �'i�u�rtiti7�� CY�•�j��t i��stal���tGnl ��ryme;���t��;, �,� d�li���c� iir #-l�� :i�Q A����cmcn�, i.t� �Li��a�•illa €�Ttiii�r��l Z��tnk. 4��1 irl �1.� �1`�!"iy IY.�.� a nnii��7�1 L�anl<ii7� ntisociaiic�tt I:3y; e - NEi��je: .. 9.. l rt c;: .. _... _..�...__ � Scci��-ity Agra�^�ncr�[ antl �1ssi�;r�men# Uf �gn:c�ns:ui Pa�i 7 {ll) ll.'F3(iv2 EXHIBIT A Security Agreement and Assignment of Agreement Page 8 OD 1BBGv2 S:10ur pocumentsl0rdinances1081Dentan Crossing 380 3rd Amendment.doc ORDINANCE NO. �4f����D I AN ORDINANCE OF THE CITY OF DENTON, TEXAS, APPROVING A THIRD AMENDMENT TO AN ECONOMIC DEVELOPMENT PROGR.AM GRANT AGREEMENT DATED NOVEMBER 27, 2001 BETWEEN THE CITY OF DENTON AND DENTON CROSSING PARTNERS LTD. WHICH WAS DULY ASSIGNED TO DCTIRZ, L.L.C.; AND PROVIDING AN EFFECTNE DATE. THE COUNCIL OF THE CITY OF DENTON HERBY ORDAINS: SECTION 1. The City Manager, or his designee, is hereby authorized to execute a Third Amendment to the Economic Development Program Grant Ageement (the "Amendment"), in substantially the form of the Amendment which is attached hereto and made a part of this Ordinance for all purposes. SECTION 2. The City Manager, or his designee, is authorized to exercise the City of Denton's rights and duties as set forth in the Amendment. SECTION 3. This Ordinance shal) become effective immediately upon its passage and approvaL �}�� PASSED AND APPROVED this the "/ —� day of � , 2008. M A. HS MAYOR ATTEST: JENNIFER WALTERS, CITY SECRETARY � : LEGAL FORM: JOHN IVI. KMGHT, INTERIM CITY ATTORNEY BY: TI� STATE OF TEXAS § § COUNTY �F DENTON § AMENDMENT TO ECONOMIC DEVELOPMENT PROGRAM GRANT AGREEMENT This Amendment to Economic Development Gran# Agreement ("Amendment"} is made as of the 9th day of September, 2008 between the City of Denton, a Texas mwucipal corporarion ("City") and DCTIRZ, LLC ("DCTIRZ"), a Texas Li.mited Liability Company. WITNESSETH '�HEREAS, the City and Grantee's predecessor, Denton Crossing Partaers Ltd., a Texas limited partnership ("DCP") entered into a certain Economic Develogment Program Agreemen�t dated as of November 27, 2001 and filed of record with County Clerk of Denton, Texas on December 21, 2001 at Volume 4989, Page 00274 (the "Agreement"), which Agreement relates to the Property legally described on Exhibit A attached hereto, and WHEREAS, DCP assigned all of its right, ritle and interest in, to and under the Agreement as the "Grantee" th�rein to ORIX/Hunt Denton Venture (OHDV) by that certain Assignment of Economic Development Grrant Agreement dated as of September 11, 2042 and filed of record on September 13, 2002 at Volume 5170, Page 84 (the "Assignment"); � 'W�IEREAS, The City and OHDV� axnended the Economic Development Grant Agreement, clarifying the rights of OHI3V under the Agreement on September 26, 2006; WHEREAS, as required by the Agreement, OHDV provided written notice of the Assignment to the City; and WHEREAS, by virtue of the Assignment, DCTIRZ has succeeded to all of the rights of OHDV under the Agreement as the "Grantee" •th�rein (DCTIRZ hereinafter accorcfingly referred to as the "Grantee"); and WHEREAS, Grantee and City desire to formally document the agreements outlined in the above recitals. , NOW, THEREFORE, in consideration of the covenants and agreements herein conta.ined., Grantee and City hereby agree as follaws: . The following definitions are added to section (b)(iu) o�the Second Amendment: (a) "interest" means interest on any unpaid ba]ance of the Program Grant which sha11 accrue at the rate equal to the three month LTBOR rate as identified by British Banker's Assaciation, and shall be calculated and compounded monthiy, • Recitals/Defined Terms. That (a) the recitals set forth above are true and correct and are incarporated herein by this reference, and {b) that any capitalized temis utilized in this Amendment and not herein defined shall have the meanings ascribed to such terms in the Agreement. 2. Full Force and effect; Authori.tv #o Execute. Crrantee and City acknowledge and agree that the Agreement, as amended hereby, is and remains in full force and effect between them. Grantee and City, respectively, further represent and warrant to each other that khis Amendment has been approved by alI necessary corporate or municipal authorities, as tlie case may be, and that the person(s) executing the agreement theix behalf ha�e futl power and authority to hind tb.em to the terms and provisions hereof. 3. Counte artsll�ecordin . This Amendment may be executed in multiple counterpart by. the parties, each of which shall be deemed an original and which, when taken together shall constitute a single instrument. This Amendment may be filed for record with the Clerk of Denton County Texas by either party hereto. IN WITNESS WHEREO�', the parties hereto have executed and delivered this Amendment as of ihe day and year first above written. • CITY �F DENTON �� GEORGE C. CAMPBELL, CITY MANAGER ATTEST: JENNIFER WALTERS, CTTY SECRETARY � APP�bVED A� TO LEGAL FORM: JOHN M. KI��IGHT, INTBRIM CITY ATTORNEY ' ,� �i���iy. � � � / / .. DCTIltZ, LLC, a Texas Limited Liability Company `� �.(r B teve W. Ster , ident ,� By: ORI��i[Ti�TT DENTON VENTURE, an Illinois general partnership, a general parfner By: OR1X Denton Limited Partnership, an Illinois limi.ted partnership, its general parhner By: ORIX Rea1 Estate Equities, Inc., a Delaware corporation, its soie member Michael J.1V�oran Title CITY: STATE OF TEXAS COUI�TY OF DENTQN § This instrument was acknowledged befoze me on the ��day of 4�����008 by George C. Campbell, City Manager of the City of Denton, Texas, on behalf of such City. �``�*►� �� JANE E. RICHARDSON =�_°�� ��"'s Notary Publfc, State oi Texas ;�,��;�� My Commission Expires •.,'��e��►� JL�6 27, 2009 �„�� �,.. GRANTEE: �f ' . otary Public in and for the State of Texas My Commission expires: D �'!� STATE OF § . COiJ1�rI'Y OF § Thi.s instrunnent was aclrnowledged before me on the ��ay of�� , 2008, by CTIItZ .a Texas limited liabili com an o� behalf of such Steve W. Sterquell as President of D , ty p y, company. .P l�4NA J. DEMPSEY NOTAFlY PUBLtC' y� ` sTa'�� 0'�22-2009 1 C�� •� lN����M"'�" Y QJ�2.rC- Notary Public in for the S te o�exas My comnaission expires: '?t - �Z - Z009 / EXHIBIT A Property Description BEING all that certain tract or parcel of land situated in the Mary L. Austin Survey, Abstract No. 4, the John W. Cheek Survey, Abstract No. 324, and the J.S. Taft Suzvey, Abstract No. 1256, of Denton County, Texas, being a11 of Lot 1, Block A, Lone Star Par 3 Addition, an addition to the City of Denton filed of record in Cabinet I, Slide 277, Plat Records of said County, and being all of that tract of land conveyed to Pacific Asset Management, Inc., Volume 5128, Page 538; Mark A. Kuhn ,Volume 4153, Page b80; Roy Dean & Patsy Smith, Volume 489, Page 92; D. Schiflet & W. Schweitzer, Volwne 1129, Page 61; 7. Hudspeth 7r. & W. Schweitzer, County Clerk's File Number 95RQ080326; J. Hudspeth, Jr. & D. Shiflet Hudspeth, Volume 1708, Page 661; Shiflet Financial Corp., W. Schweitzer, J. Hudspeth, Jr., & D. Hudspeth, Volwne 1493, Page 129; The Baptist �'oundation of Texas, Volume 41b3, Page 674, filed for record in the Public Records of Denton County, Texas, said tract being more particularly described by metes and baunds as follows: BEGINNING at a 518" iron rod set in the North line of State Highway L,aop 28$, from which a S/8" iron rod with an aluminum TXDoT cap beazs South 65 degrees 39 minutes 28 seconds West, 21.88 feet, and from which a 1/2" uon rod found, the Southwest comer of Lone Star Paz 3 Addition, according to the plat filed of record in Cabinet I, Page 277, Plat Records of Denton County, Texas, bears North 00 de�ees 13 minutes 40 seconds West, a distance of 1.60 feet for the Southwest corner of this tract; • TI�NCE North 00 degrees 13 minutes 40 seconds West, at 1.60 feet pass the said 1/2" iron rod found, the Southwest corner of said Lone Star Paz 3 Add.ition, in all a distance of 1681.35 feet to a 112" iron rod found in the approximately South line of Spencer Road, for the Northeast corner of that certain tract of land conveyed to Charles E. Bailey according to the deed filed of record in Volume 4083, Page 1299, Deed Records of Denton County, Texas, and the Northwest corner of said I,one Star Par 3 Addition, foz the Northwest corner of this tract; THENCE South 88 degrees 03 minutes 04 seconds East, along the approxinuate South line of said Road, and along the North line of said addition, a distance of 1125.52 feet to a 1/2" iron rod found at the Northwest comer of that certain tract of land described in a lease to Lone Star Gas Company according to the lease doctunent filed of record in Volume 410, Page 455, and being the remainder of ihat certain tract of land conveyed to M.M. Smith according to the deed filed of record in Volume 305, Page 258, Public Records of Denton County, Texas, said iron rod also �being a corner of this tract; ; THENCE South 02 degrees 10 minutes 48 seconds West, along the West line of said Lone Star Gas Lease tract, a distance of 144.97 feet to a 1/2" uon rad found for fhe Southwest corner�of said tract, and being the most southerly Northwest comer of that certain tract of land conveyed to Roy Dean and Patsy Smith according to the deed filed of record in Volume 489, Page 92, Deed Records of Denton County, Texas, for a corner of this tract; THENCE South 88 degrees 02 minutes OS seconds East, along the South line of said lease iract and the most westerly North line of said Smith tract, a distance of 54.39 feet to a 1/2" iron rod found for the Southeast corner of said lease tract, and being an inside ell comer of said Roy Dean and Patsy Smith tract for an inside ell comer of this iract; THENCE North 02 degrees 02 minutes 52 seconds East, along the East line of said lease tract and the most noriherly West line of said Smith tract, a distance of 145.50 feet to a 1/2" iron rod found in the approximately South line of said Road, for the Nartheast comer of said lease tract and the most northerly Northwest comer of said Smith i�act, for a comer of ttus tract; THENCE South 88 degrees 35 minutes 31 seconds East, along the approximate South line of said road and the North line of said Roy Dean & Patsy Smith tract, a distance of 259.72 feet to a� 1/2" iron rod found for the Northeast corner of said tract and being in the West'line of said D. Schiflet & W. Schweitzer txact, for a corner of this iract; , � � THEl\TCE North 00 degrees 26 mi.nutes 30 seconds West, crQSSing said road, a distance of 51.63 feet to a 1/2" iron rod found in the approximate North line of said road for the Northwest corner of that certain tract of land conveyed to D. Schiflet & W. Schweitzer according to the deed filed of record in Volume 1129, Page 61, Deed Recqrds of Denton County, Texas, for a corner of this tract; THENCE along the approximate North line of Spencer Road� #he following courses and � distances; South 88 degrees 33 minutes 38 seconds East, along the North line of said Schiflet & Schweitzer �act, a distance of 139.74 feet to a 3/8" iron rod found at the Northeast corner�thereof; South 88 degrees O1 minutes 39 seconds East,� along the North Iine of that certain tract of land conveyed to J. Hudspeth, Jr. & Schweitzer according to the deed filed of record under County Clerk's File 1�TUmber 95R0080326, Public Records of Denton County, Texas, a distance of 104.69 feet to a 5/8" iran rod set at the Northwest corner of that certain tract of land conveyed to J. Hudspeth, Jr. and D. Shiflet-Hudspeth according to the deed filed of record in Volume 1708, Page 661, Deed Records of Denton County, Texas; South 88 degrees 11 minutes 27 seconds East, along the North line of s�id tract, a distaace of 129.05 feet to a 314" iron rod found at the Northeast cozt�er�thereof; ' South 86 degrees 53 minntes 08 seconds East, along the Nortii line, of that certain 2.5 acre tract of land conveyed to Shiflet Financial Corporation, W. Schweitzer, J. Hudspeth, Jr. & D: Hudspeth, according to the deed filed of recorcl in Volwne 1492, Page 129, Deed Records of Denton County, Texas, a distance of 240.2I feet to a 3/4" iron rod found, an angle point in the North line thereof; Sauth 74 degrees 36 mi.nutes 34 seconds East, along said North line, a distance of 245.25� feet to a 5/8" iron rod set in the West li.ne of State Highway Loop 288, from which a 1/2" iron rod bears South 74 degrees 36 minutes 30 seconds East,. a distance of 1.44 feet for the Northeast corner of said 2.5 acre tract and the Northeast comer of this tract; THENCE South 26 degrees 15 minutes 21 seconds West, crossing said Spencer Road and along the West line of said Highway, and along the East line of said Shiflet Financial Corpvration, Schweitzer, Hudspeth & Hudspeth �act, a distance of 6I,34 feet to a 5!8" iron rod set beiztg an angle point ir► the VVest line of said Highway and said East line, for a corner of this tract; � THENCE South 19 degrees 12 minutes 47 seconds East, along the West line of said Highway and the East line of said tract, a distance of 53.48 feet to a 5/8" iron rod set for a corner of this tract, said point being the beginning of a non-tangent curve to the right; THEI�TCE along said Highway and the South line of said 5hiflet Financial Corporation, Schweitzer, Hudspeth & Hudspeth tract and along the Southeast line of that certai.n tract of land, a 3/4% interest which was conveyed to The Baptist Foundation of Texas according to the de.ed filed of record in Volume 4163, Pages 674,677, Deed Records of Denton Caunty, Texas, and af which the remaining 1/4% interest was conveyed to Mark Kuhn according to the deed filed of record in Volume 4163, Page 664, Deed Records of Denton County, Texas, and along said curve to the right, having a radius of 2804.79 feet, and a central angle of 15 degrees 48 minutes 46 seconds, a chord bearing and distance of South 44 degrees 07 minutes 45 seconds West, 771.62 feet, an arc length of 774.08 feet to a 5/8" iron rod set for a corner of this tract at an angle point in the Northwest line of said Highway; THENCE Sauth 58 degrees 25 minutes 34 seconds West, along said Highway and the South line of said Baptist Foundaiion Tract, a distar�ce of•195.82 feet to a 5/8" iron rod set for the beginning of a curve to the right and for a comer of this tract; THENCE along said curve to the right and said Highway line, same being the South line of said Baptist Foundation tract and said Mark A. Kut�sn tract, said curve having a radius of 2789.79 feet, and a central angle of 04 degrees 23 minuies OS seconds, a chord bearing and distance of South 58 degrees 13 minutes 41 seconds West, 213.45 fee#, an arc length of 213.50 feet to a 5/8" iron rod with TXDoT aluminum cap found for a corner of this tract at an angle point in the Northwest line of said F�ighway; ' THENCE South 60 degrees 25 minutes 13 seconds West, along said Higt�way and the South line of said Baptist Foundation and Kuhn tract, and along that certain tract of land conveyed to Pacific Asset Management, Inc. according to the deed filed of record in Volume 5128, Page 538, Aeed Records of Denton County, Texas, aud along the South line of said Lone Star Paz 3 Additioa, a distance of 980.80 feet to an aluminum TXDoT cap found in concrete for an angle point in the I�Iorthwest line of said Highway for a comer of this tract; THENCE South b5 degrees 39 mi.nutes 28 seconds West, along said Highway and the South line of said Addirion, a distance of 580.63 feet to the Place of Beginning, and containing 54.16 acres of land. .