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HomeMy WebLinkAboutNCG020259_Name-Owner Change Supporting Info_1/31/2020FILED ANSON COUNTY, NC GREG L. EUDY FILED Dec 20, 2019 AT 02:43 pm BOOK 01227 START PAGE 0271 END PAGE 0274 INSTRUMENT # 02614 RECORDING $26.00 EXCISE TAX (None) Corporation Name Change Return to: Lindsay P. Thompson, Esq. Van Winkle, Buck, Wall, Starnes & Davis, P.A. Post Office Box 7376 Asheville, NC 28802-7376 Grantor: Oldcastle Retail, Inc. Grantee: Bonsal American, Inc. °KM TQ NORTH CAROLINA m� ,Q`nA Department of the Secretary of State To all whom these presents shall come, Greetings: I, Elaine F. Marshall, Secretary of State of the State of North Carolina, do hereby certify the following and hereto attached to be a true copy of CORPORATION NAME CHANGE (FOREIGN) El BONSAL AMERICAN, INC. the original of which was filed in this office on the 8th day of May, 2006. IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal at the City of Raleigh, this 12th day of December, 2019. L] M.Q,can to verify online. Certification# 105930615-1 Reference# 15713738-ACH Page: 1 of 3 Secretary of State Verify this certificate online at http://www_sosne.gov/verificatioii C200612800618 State of North Carolina Department of the Secretary of State SOSID: 0607454 Date Filed: 5/8/2006 3:03:00 PM Elaine F. Marshall North Carolina Secretary of State C200612800618 APPLICATION FOR AMENDED CERTIFICATE OF AUTHORITY Pursuant to §55-15-04 of the General Statutes of North Carolina, the undersigned corporation hereby applies for an Amended Certificate of Authority to transact business in the State of North Carolina and for that purpose submits the following statement. 1. The name of the corporation is: Oldcastle Retail, Inc. 2. The name the corporation is currently using in the State of North Carolina is: Oldcastle Retail, Inc. 3. The state or country of incorporation is: Delaware 4. The date the corporation was authorized to transact business in the State of North Carolina is: 10/17/2001 5. This application is filed for the following reason (complete all applicable items): a. The corporation has changed its corporate name to:* Bonsai American, Inc. b. The name the corporation will hereafter use in the State of North Carolina is changed to: c. The corporation has changed its period of duration to: No Change d. The corporation has changed the state or country of its incorporation to: No Change Attached is a certificate attesting to the change, duly authenticated by the secretary of state or other official having custody of corporate records in the state of country of incorporation. If the corporation is required to use a fictitious name in order to transact business in this State, a copy of the resolution of its board of directors, certified by its secretary, adopting the fictitious name is attached. 8. This application will be effective upon filing, unless a date and/or time is specified: This the 26th day of April 20 06 Oldcastle Retail, Inc. Name of Corporation Signature Gary P. Hickman, Assistant Secretary Type or Print Name and Title NOTES: 1. Filing fee is $75. One executed original and one exact or conformed copy of this application must be filed with the Secretary of State. 2. • If the name of the corporation as changed is unavailable for use in North Carolina, indicate this fact and state the name the corporation wishes to use in North Carolina on 5b. (See NCGS §55-15-06) (Revised January2000) NCO23-12l13/(i2 C T Filing Manager Online (Form B-10) CORPORATIONS DIVISION P. O. BOX 29622 RALEIGH, NC 27626-0622 C200612800618 D&"ffe PAGE 1 The First ,Mate I, HARRIET SMITH WINDSOR, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO .HEREBY CERTIFY THAT THE SAID "OLDCASTLE RETAIL, INC. ", FILED A CERTIFICATE OF AMENDMENT, CHANGING ITS NAME TO "BONSAL AMERICAN, INC. ", THE TWENTIETH DAY OF APRIL, A.D. 2006, AT 9 :18 O ' CLOCK P.M. 3443601 8320 Harriet Smith Windsor, Secretary of State AUTHENTI CAT ION : 4710926 DATE: 05-02-06 Certification# 105930615-1 Reference# 15713738-ACH Page: 3 of 3 ry FILED ANSON COUNTY, NC GREG L. EUDY FILED Dec 20, 2019 AT 02:47 pm BOOK 01227 START PAGE 0275 END PAGE 0278 INSTRUMENT # 02615 RECORDING $26.00 EXCISE TAX (None) Prepared by: CRH Americas Law Group Attn: David O. Kern 900 Ashwood Pkwy Suite 800 Atlanta, GA 30338 Return To: Van Winkle Law Firm (LPT), PO Box 7376, Asheville, NC Excise Tax: $0.00 This conveyance is for business convenience only and is without consideration. Therefore, no revenue or excise tax stamps are required for recording this deed pursuant to N.C. General Statutes, Section 105-228.29. This instrument prepared by Lindsay Thompson, a North Carolina licensed attorney. Delinquent taxes, if any, to be paid by the closing attorney to the county tax collector upon disbursement of closing proceeds. Tax ID No: 7413-00-53-9713 STATE OF NORTH CAROLINA COUNTY OF ANSON NORTH CAROLINA SPECIAL (LIMITED) WARRANTY DEED THIS DEED is made effective as of the / R day of December, 2019, between W.R. Bonsal Company, a North Carolina corporation (hereinafter called "Grantor"), having an address of 8201 Arrowbridge Boulevard, Charlotte, North Carolina 28273, and Bonsal American, Inc., a Delaware corporation, f/k/a Oldcastle Retail, Inc., f/k/a Bonsal American, Inc. (hereinafter called "Grantee"), whose permanent mailing address is 8201 Arrowbridge Boulevard, Charlotte, North Carolina 28273. The designation Grantor and Grantee as used herein shall include said parties, their heirs, successors, and assigns, and shall include singular, plural, masculine, feminine or neuter as required by context. WIT` NESSE TH, that said Grantor, for a valuable consideration paid by the Grantee, the receipt of which is hereby acknowledged, has and by these presents does grant, bargain, sell and convey unto the Grantee, in fee simple, all those certain tracts or parcels of land lying and being in Lilesville Township, Anson County, North Carolina, and more particularly described as follows: See Exhibit "A" attached hereto and incorporated herein by reference. THIS PROPERTY DOES NOT INCLUDE GRANTOR'S PRINCIPAL RESIDENCE. Grantor was dissolved in 2001 and it was not discovered until recently that the Property described on Exhibit A was inadvertently omitted from Deed Book 574, Page 1 of the Anson County Registry. This deed is given for the purpose of winding up the affairs of Grantor pursuant to the applicable NC General Statutes. Grantee is now the sole shareholder of Grantor pursuant to a stock sale agreement. TO HAVE AND TO HOLD the aforesaid tracts or parcels of land and all privileges and appurtenances thereto belonging to the Grantee in fee simple. And the Grantor covenants with the Grantee, that Grantor has done nothing to impair such title as Grantor received, and Grantor will warrant and defend the title against the lawful claims of all persons claiming by, under or through Grantor, subject to the following exceptions: All conditions, covenants, easements, restrictions and rights -of -way indicated by instruments, including plats, of record and taxes for the current year. IN WITNESS WHEREOF, the Grantor has caused this instrument to be signed in its corporate name by its duly authorized officers by authority of its Board of Directors, the day and year first above written. GRANTOR: W.R. Bonsal Company a North Carolina corporation By: (Seal) vid Maske, Vice President STATE OF '-- i COUNTY OF -?7 - -)b I N S I, /VAS4)-U— , a Notary Public of the aforesaid County and State, do hereby certify that David Maske personally appeared before me this day and acknowledged that he is Vice President of W.R. Bonsal Company, a North Carolina corporation, and he, as Vice President, being authorized to do so, executed the foregoing on behalf of the corporation. Witness my hand and notarial seal this /E 7z- day of December, 2019 R Notary Public State of Florida49 Nrupai K Patel My Commission 02G 065372 Notary Public Commission Expires: PIN # 741300539713 Utuate, lying and being on the mentors or Southwestern aide of the Nmi2ey, Ferry Road, bounded an the north by the lundo of the F. P. Barris estate and Bailey Ferry Road, an the East by the lands, of Sarah Hattie Morton and Lora Morton Hose, on the South by the lands of the J. R. MoQuage 11state, and on the Rost by the lands of F. A. Harris Hst,atep and being more pbrtieulq .. 4bs i as follows, too wits Beginalag at an Iron stake, a corner of the lands of the ,F, p, MwrLs and J. S. Hoge estate landes, and running wLtth the itarris line R. l70 30v Ig. 8.5 feet to an iron stakes another Harris corner; thence with another Harris line S. 92® C01 F. 176.9 feet to a railroad spike in the Halley Ferry Road; hence with said road S. 420 451 P.. 40 feet to another railroad spike corner In said road.; thence a now line 8. lb® 301 H. 617.6 rest to an iron stake, a now corner in the line of the lands of the S. V. F cquage );state; thence with the McQuage line R. 720 Sot: X. 213.6 feet to the beginnings. contt►alulas 2.96 acres.and being a parcel of land carved from the Vesterns or Northwestern side of the tract of land containing 10 acres, more or less, owned by Sarah Hattie Morton and Lena Norton moss. The foregoing mates and bounds are In accordance with an actual survey made by F. S. Clarke, County Surveyor., under* date of April 6, 1947, the plat arud survey thereof be by reference hereby expressiy made a port Iaareor. BEING THE LAND described in those certain deeds recorded in Book 104, Page 371 and Book 104, Page 408 in the office of the Register of Deeds of Anson County, North Carolina. FILED ANSON COUNTY, NC GREG L. EUDY REGISTER OF DEEDS FILED Dec 20, 2019 AT 02:51 pm BOOK 01227 START PAGE 0279 END PAGE 0283 INSTRUMENT # 02616 RECORDING $26.00 EXCISE TAX $2,724.00 Prepared by: CRH Americas Law Group Attn: David O. Kern 900 Ashwood Pkwy Suite 800 Atlanta, GA 30338 Return to: Van Winkle Law Firm (LPT), PO Box 7376, Asheville, NC P', � a L4- Excise Tax: $ .00 This instrument prepared by Lindsay Thompson, a North Carolina licensed attorney. Delinquent taxes, if any, to be paid by the closing attorney to the county tax collector upon disbursement of the closing proceeds. Tax ID Nos. 741404719272, 741404813266, 741300861884,741404509267,741404609185, 741301495147,741300783986,741300563534, 741301484040,741300869683,741301168204, 741300947896, 741301266350,and 7413-00-53-9713 STATE OF NORTH CAROLINA COUNTY OF ANSON NORTH CAROLINA SPECIAL (LIMITED) WARRANTY DEED THIS DEED is made effective as of the /T r" day of December, 2019, between Bonsal American, Inc., a Delaware corporation, f/k/a Oldcastle Retail, Inc., f/k/a Bonsal American, Inc. (hereinafter called "Grantor"), having an address of 8201 Arrowridge Boulevard, Charlotte, NC 28224, and B.V. Hedrick Gravel & Sand Company, a North Carolina corporation (hereinafter called "Grantee"), whose permanent mailing address is P.O. Box 1040, Salisbury, NC 28145. The designation Grantor and Grantee as used herein shall include said parties, their heirs, successors, and assigns, and shall include singular, plural, masculine, feminine or neuter as required by context. WITNESSETH, that said Grantor, for a valuable consideration paid by the Grantee, the receipt of which is hereby acknowledged, has and by these presents does grant, bargain, sell and convey unto the Grantee, in fee simple, all those certain tracts or parcels of land lying and being in Lilesville Township, Anson County, North Carolina, and more particularly described as follows: See Exhibit "A" attached hereto and incorporated herein by reference. THIS PROPERTY DOES NOT INCLUDE GRANTOR'S PRINCIPAL RESIDENCE. TO HAVE AND TO HOLD the aforesaid tracts or parcels of land and all privileges and appurtenances thereto belonging to the Grantee in fee simple. And the Grantor covenants with the Grantee, that Grantor has done nothing to impair such title as Grantor received, and Grantor will warrant and defend the title against the lawful claims of all persons claiming by, under or through Grantor, subject to the following exceptions: All conditions, covenants, easements, restrictions and rights -of -way indicated by instruments, including plats, of record and taxes for the current year. IN WITNESS WHEREOF, the Grantor has caused this instrument to be signed in its corporate name by its duly authorized officers by authority of its Board of Directors, the day and year first above written. GRANTOR: BONSAL AMERICAN, INC., a Delaware corporation By: m m �— (Seal) Printed name: Title:SSi,¢NTy STATE OF C- COUNTY OF I, ¢ / airs , a Notary Public of the aforesaid County and State, do hereby 6ertify that ngvlp !' !.. ors 4.,+ni personally appeared before me this day and acknowledged that he is of Bonsal American, Inc., a Delaware corporation, and he, as — , being authorized to do so, executed the foregoing on behalf of the corporation. Witness my hand and notarial seal this /V'lday of December, 2019 Commission Expires: 7-a 6- _ ?OW13r Notary Public of Cobb County, Georgia Notary Public Y CB Williams ,,,�'� PAy Commission Expires 4/2612023 EXHIBIT A LEGAL DESCRIPTION Tract One: PIN #s 741300947896, 741301266350, 741301484040, 741301168204, 741300563534, 741404719272, 741404509267, 741301495147, 741404813266, 741300869683, 741300861884, 741300783986,741404609185 Being the land described in that certain North Carolina Special (Limited) Warranty Deed recorded in Book 574, page 1 in the office of the Register of Deeds of Anson County, North Carolina, except Tract XIII, which is described on pages 65 and 66 therein, and except Tract III (Pin # 741403314435) shown on pages 40 and 41 therein, which is being retained by the Grantor. BEING ALL THE PROPERTY OF GRANTOR LOCATED IN ANSON COUNTY, NC EXCEPT FOR THE EXCEPTIONS THAT ARE SPECIFICALLY LISTED ABOVE. Tract Two: PIN # 741300539713 SLtuate, lying and being on the Vestorn or Southwestern aide of the Railer Ferry Road,, bounded on the north by the l:.ndo or the F. P. Barris estate and Bailey Ferry Road, on the East by the lands of Sarah Rattle Morton and Lens ;Morton Moss, on the South by the lands of the J. W. McQuage Estate, and on the West by the lends of F. P. Harris Bouts, and being more purticula :.�cjse�sf3bec as follows, to -wits Beginning at an iron stake, a earner of the lands or the F. P. Harris and J. W. McQuage estate lands, and running with the Harris line a. JIF" 30, S. 608.5 feet to an iron stake, another Barris corner; thence with another 8errls line S. 82t 001 R. 176.9 feet to a railroad spike in the Bailey Ferry floadf thence with said road S. 420 Lai E. 40 feet to another railroad spike corner in said road; thence a new line a. 160 301 W. 617.8 feet to an bran stake, a now corner in the line of the lands of the J. W. McQuage Batatej thence with the Mcquage Urge N. 72- 301 W. 213.6 feet to the beginning, containing p.96 acressand being a parcel of land carved from the Western or Northwestern aide of the tract of land containing 10 acres, more or less, awned by Sarah Rattle Morton and Lena Morton Moss. The foregoing mates and bounds are in accordance with an actual surveys by F. Be Clarke, County Surveyor, under data of April S, 1947, the plat and survey t.hersor bolas by reference hereby expressly made a part hereon. BEING THE LAND described in those certain deeds recorded in Book 104, Page 371 and Book 104, Page 408 in the office of the Register of Deeds of Anson County, North Carolina. FILED ANSON COUNTY, NC GREG L. EUDY FILED Dec 20, 2019 AT 02:56 pm BOOK 01227 START PAGE 0284 END PAGE 0287 INSTRUMENT # 02617 RECORDING $26.00 EXCISE TAX (None) Prepared by: CRH Americas Law Group Return to: Van Winkle Law Firm (LPT), PO Box 7376, Asheville, NC 28802 ASSIGNMENT AND ACCEPTANCE OF ASSIGNMENT OF DEED RESTRICTIVE COVENANTS This ASSIGNMENT AND ACCEPTANCE OF ASSIGNMENT OF DEED RESTRICTIVE COVENANTS (this "Assignment") is being entered into as of December 12 , 2019, by and between Bonsal American, Inc., a Delaware company ("Assignor"), and BV Hedrick Gravel & Sand Company, a North Carolina corporation ("Assignee"). RECITALS A. Assignor conveyed certain parcels of land located in Anson County, North Carolina to Anson Properties, LLC, a North Carolina limited liability company by North Carolina Special (Limited) Warranty Deed filed November 16, 2017 at Book 01165, Page 0310, and Instrument Number 02439 (the "Deed"). B. The Deed contains the following restrictive covenant: "Until the earlier of (a) twenty-five (25) years after recordation of this special warranty deed or (b) termination by Grantor, the Property being conveyed hereby shall not be used for mining, excavation, extraction, or sale of sand, gravel, clay, overburden, dolomite, limestone, sandstone, boulders, stones, or rocks suitable for use in building, construction, or road making, or residential use. This restrictive covenant shall run with the land and shall be binding on subsequent owners of the Property until its expiration. This restrictive covenant is for the sole benefit of Grantor and Grantor's successors or assigns." C. Assignor is conveying certain parcels of land located in Anson County, North Carolina to Assignee pursuant to a Purchase and Sale Agreement Dated December 3, 2019 between Assignor and Assignee ("Purchase Agreement") and desires to assign its rights to the restrictive covenant contained in the Deed to Assignee and Assignee desires to accept assignment of Assignor's rights to the restrictive covenant contained in the Deed. AGREEMENT NOW, THEREFORE, for good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties hereto agree as follows: Assignor hereby sells, assigns, transfers and sets over unto Assignee all of Assignor's right, title and interest in, under and to the restrictive covenant contained in the Deed. Assignee hereby accepts the foregoing assignment of all of Assignor's rights to the restrictive covenant contained in the Deed. Assignor retains all duties and obligations under the Assigned restrictive covenant contained in the Deed accruing or arising prior to the time of the closing of the transaction contemplated in the Purchase Agreement. This Assignment shall be governed by and construed in accordance with the internal laws of the State of North Carolina without giving effect to any choice or conflict of law provision or rule (whether of the State of North Carolina or any other jurisdiction) that would cause the application of laws of any jurisdiction other than those of the State of North Carolina. This Assignment may be executed in counterparts, each of which shall be deemed an original, but all of which together shall be deemed to be one and the same agreement. A signed copy of this Assignment delivered by facsimile, email or other means of electronic transmission shall be deemed to have the same legal effect as delivery of an original signed copy of this Assignment. [Signature pages follow] IN WITNESS WHEREOF, this Assignment has been duly executed by the parties hereto as of the day and year first above written. ASSIGNOR: Bonsal American, Inc., a North Carolina corporation By: Name: Title: 5L51z?bV7- :5k-cwc STATE OF ) ss. COUNTY OF On this 1610 day of December, 2019, personally appeared before me v`a vl ,the signed of the within instrument, who duly acknowledged to me that he - executed the same as AV of 1 „ a on behalf of said company. &&0jj1- Notary Public My Commission Expires: Residing at: °+� Cobb County, Georg Notary ow ce Public CB Williams rxnlres 412612023 [Signature page of Assignee follows] IN WITNESS WHEREOF, this Assignment has been duly executed by the parties hereto as of the day and year first above written. ASSIGNEE: BV Hedrick Gravel & Sand Company, a North Carolina corporation By: 9-�L-Ve�� Joe Lordi, President STATE OF �C ) ) ss. COUNTY OF 161AXtom) 4*1 On this I Q day of December, 2019, personally appeared before me Joe Lordi, the signed of the within instrument, who duly acknowledged to me that he executed the same as President of B.V. Hedrick Gravel & Sand Company, as President, on behalf of said company. Notary Pub c My Commission Expires: Besidiug ter• 10 I o-a3 F. THO Notary Public Cl2 Buncombe County _My Commission Expires �1111111111�\\