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ST9502-CS 95111511/15/1995 16:17 FROM Jackson ~ Walker TO 9 50455?0 P.02 JACKSON & WALKER, L.L.R ATTG;RNFY,,S AND WOI MAIN 5TI::I'rF, T SUITE DALLAS. TEXAS 75ZOZ-379'/ li~i4~ 953-6000 HOUSTON FOIST WOI~TH ~AN ANTONIO Richard H. Dool¢y (214) VIA HAND DELIVERY November 15, 1995 Jay S. Turner, Esq. Chicago Title Insurance Company 598 Denton Tap Road, Suite 106 Coppell, Texas 75019 Contract of Sale (the "Contract") by and between The Parks of Coppell Trust (the "Trust"), as Seller, and Comerica Bank-Texas ("Comerica"), as Purchaser, with respect to property located in Coppe!l, Texas (the "Property") Dear Jay: Pursuant to our prior discussions, enclosed are the following: (i) three duplicate originals of Trust Agreement creating The A P of C IV Exchange Trust (the "APC IV Exchange Trust"); (ii) three duplicate originals of Assignment from the Trust to the APC IV Exchange Trust assigning an undivided 31.0345% interest in the Contract to the APC IV Exchange Trust; (iii) three duplicate originals of a letter agreement among the Trust, The Parks of Coppetl Joint Venture (the "PC Venture") and Allen Equities, Inc.; (iv) three duplicate originals of Trust Agreement creating The H P of C IV Exchange Trust (the "HPC IV Exchange Trust"); (v) three duplicate originals of Assignment from the Trust to the HPC IV Exchange Trust assigning an undivided 33-1/3% interest in the Contract to the HPC IV Exchange Trust; (vi) three duplicate originals of letter agreement among the Trust, the PC Venture and Univest Properties, Inc.; (vii) three duplicate originals of Special Warranty Deed from the Trust to the APC IV Exchange Trust and the HPC IV Exchange Trust conveying undivided interests in the Property; (viii) three duplicate originals of Special Warranty Deed from the Trust, the APC IV Exchange Trust and the HPC IV Exchange Trust conveying all undivided interests in the Property to Comerica; (ix) three duplicate originals of Mutual Access Easement Agreement; (x) three duplicate originals of Driveway Improvements Escrow Agreement: (xi) three duplicate originals of Right-of-Way Dedication; (xii) three duplicate originals of Property Tax Escrow Agreement; (xiii)three duplicate originals of Certification of Non-Foreign Status of Trusts; and (xiv) three duplicate originals of Affidavit. 11/15/1995 16:17 FROM Jackson & Walker TO 9 ~041570 P.03 Jay S. Turner, Esq. Novcmber 15, 1995 Page 2 Under separate cover, Daniel G. Carducci, Esq. of Wendy's Intentional, Inc. should be couriering to you today for receipt tomorrow, duplicate originals of: (i) East-West Public Road Construction Agreement; (ii) East-West Public Road Escrow Agreement', and (iii) Clarification Agreement. It is my understanding that you are preparing settlement statements which will be telecopied to Mr. Harry M. Hatgrave, myself, Mr. Harold H. Ginsberg and Donald H. Snell. Please note that, in addition to collecting escrow funds from the Trust and Comerica, you need to collect $74,522.80 in escrow money from the City of Coppe!!. Further, please note that Mr. lim Witt, City Manager of the City of Coppell, needs to execute the East-West Public Road Construction Supervision Agreement and the East-West Public Road Escrow Agreement. Also please note that Mr. Mike Shipman of Ovenon Bank and Trust needs to execute the Clarification Agreement. You will be authorized to deliver and record the documents enclosed or referred to herein when: (i) all of such documems have been executed (and acknowledged where required) by all parties; (ii) you have collected all required escrow funds; and (iii) you have in your possession funds to disburse in accordance with the settlement statements referred to above (after the same have been approved and executed by the Trust and Comerlea). Execution of the Clarification Agreement is not a condition to the closing, but I would prefer that it be completed and recorded tomorrow if possible. The two Special Warranty Deeds, the Mutual Access Agreement, the Right-of-Way Dedication and the Clarification Agreement should be recorded. None of the other documents enclosed or referred to herein are to be recorded. By copy of this letter, I am hand-delivering a set of the enclosed documents to Mr. Snell. By copy of this letter, I am informing Messrs. Beaird, Carducci, Ginsberg, Griffin, Hatgrave, Smith, Snell, West and Witt of the closing. Very truly yours, Richard M. Dooley KMD/am Enclosures 11/15/1995 16:18 FROM Jackson $ Walker TO 9 3043570 P.04 lay S. Turner, Esq. November 15, 1995 Page 3 CC: Mr. Dan L. Beaird - VIA TELECOPY 522-2682 Daniel G. Carducci, Esq. - VIA TELECOPY 614/764-3243 Mr. Harold H. Ginsburg - VIA TELECOPY 871-2023 Mr. Ken Griffin - VIA TELECOPY Mr. Harry M. Hargrave - VIA TELECOPY 233-5881 Peter G. Smith, Esq. - VIA TELECOPY 965-0010 Donald H. Snell, Esq. (w/enc.) - VIA HAND DELIVERY Mr. Tim West - VIA TELECOPY 541-0179 Mr. Jim Wilt - VIA TELECOPY 304-3673 RMD/443646/D 100081.10 TOTAL P,04 T 11/15/1995 16z16 214 9535781 ~'lM Jackson & Walker TO "' JACKSON & WALKER, L.L.P. 901 Main Street Stti~ 600O Dally, Texas 75202 (214) 953-6000 9 3843578 P.81 ST FACSIMILE C214)9~3-S822. (214)953-5823 (214)9~3-S7oI, (214)9~3-570d~ FACSIMILE - DISTRIBUTION I ,IST OTHER LOCATIONS Fort Worth. Houston, Stu Antomo NAME ! '! ! COMPANY NAlViE FACSIM~F- NUMBER I This facsimile is in~d~i only for the use of t~ addrmsm. If ~e ~ of ~ ~s~e ~ i cB~t or ~ent for o~ of ~ climU, you ~ ~ ~ ~ ~ f~ls ~n~ leg~y ~vileg~ md ~f~on w~ch we ~d~ to ~d ~ ~e ~ ~Y- ~ my ev~t, if you ~ ~t ~s ~ ~ipi~t of ~e ~, you ~ ~by ~ ~ you ~iv~ ~s f~o ~v~y ~ ~ ~r. ~y mvi~, ~~ou, ~s~ or c~ymg of ~s is sinefly p~bi~. ff you ~vc ~iv~ ~ f~e in e~r, pl~ ~m~ly nofi~ ~ by ml~ ud - .......... Please call (214} 953-~[a~ if you do not receive an pages. FACSIMH_.E - INTEROFFICE USE Client/Matter No.: IOC)~)~{./{> No. of Pages: Timekeeper ID: Date: