EXHIBIT 1.3
AMENDMENT NO. 3
TO THE
AGREEMENT AND PLAN OF MERGER
BY AND AMONG
MHC T1000 TRUST
(f/k/a MHC THOUSAND TRAILS TRUST)
THOUSAND TRAILS ACQUISITION, INC.
KTTI HOLDING COMPANY, INC.
AND
THOUSAND TRAILS OPERATIONS HOLDING COMPANY, L.P.
This Amendment, dated as of April 14, 2006 (this "AMENDMENT"), is among
MHC T1000 Trust (f/k/a MHC Thousand Trails Trust), MHC TT Holding Company, Inc.
(f/k/a KTTI Holding Company, Inc. and successor of Thousand Trails Acquisition,
Inc. by merger) and Thousand Trails Operations Holding Company, L.P. The parties
agree as follows:
1. Merger Agreement; Definitions. This Amendment amends the Agreement
and Plan of Merger by and among the parties hereto dated as of August 2, 2004,
as amended by Amendment No. 1 ("AMENDMENT NO. 1") thereto by and among the
parties, dated September 30, 2004, and by Amendment Xx. 0 ("XXXXXXXXX XX. 0")
thereto by and among the parties, dated November 9, 2004 (as in effect prior to
giving effect to this Amendment, the "MERGER AGREEMENT"). Terms defined in the
Merger Agreement and not otherwise defined herein are used herein with the
meaning so defined.
2. Amendment of Merger Agreement. Effective as of the date hereof, the
Merger Agreement is hereby amended as follows:
2.1 Amendment of Section 1.4. The last sentence of Section 1.4 of
the Merger Agreement is amended and restated in its entirety to read as follows:
"For purposes hereof, the definition of "EXCESS LAND" shall
have the meaning set forth in the Ground Lease (as may be
amended from time to time)."
2.2 Amendment of Section 6.15. Section 6.15 of the Merger Agreement
is amended and restated in its entirely to read as follows:
"[Intentionally Omitted]"
2.3 Amendment of Section 4 of Amendment No. 2. Section 4 of
Amendment No. 2 is amended and restated in its entirely to read as follows:
"[Intentionally Omitted]"
2.4 Amendment of Exhibit D of Amendment No. 2. Exhibit D to
Amendment No. 2 is deleted in its entirety.
3. General. The Merger Agreement as amended hereby (as so amended, the
"AMENDED MERGER AGREEMENT") is confirmed as being in full force and effect. The
Amended Merger Agreement constitutes the entire understanding of the parties
with respect to the subject matter hereof and thereof and supersede all prior
understandings and agreements, whether written or oral. This Amendment may be
executed in any number of counterparts, which together shall constitute one
instrument, and shall bind and inure to the benefit of the parties and their
respective successors and assigns. This Amendment shall be governed by and
construed in accordance with the laws of the State of Delaware, regardless of
the laws that might otherwise govern under applicable principles of conflicts of
laws thereof.
[END OF DOCUMENT;
SIGNATURE PAGE FOLLOWS]
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IN WITNESS WHEREOF, MHC, the Company and Operations have caused this
Amendment to be signed and delivered by their respective duly authorized
officers, all as of the date first written above.
MHC:
MHC T1000 TRUST (f/k/a MHC THOUSAND
TRAILS TRUST)
By: /s/ Xxxxxxxxxx Xxxxx
------------------------------------
Name: Xxxxxxxxxx Xxxxx
Title: Vice President
THE COMPANY:
MHC TT HOLDING COMPANY, INC. (f/k/a KTTI
HOLDING COMPANY, INC. and successor of
THOUSAND TRAILS ACQUISITION, INC. by
merger)
By: /s/ Xxxxxxxxxx Xxxxx
------------------------------------
Name: Xxxxxxxxxx Xxxxx
Title: Vice President
OPERATIONS:
THOUSAND TRAILS OPERATIONS HOLDING
COMPANY, L.P.
By: KTTI GP, LLC, its general partner
By: /s/ Xxxxxx Xxxxxx
------------------------------------
Name: Xxxxxx Xxxxxx
Title: Authorized Signatory
