EXHIBIT 6.1.2
FIRST AMENDMENT TO GENERAL PARTNERSHIP AGREEMENT
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THIS FIRST AMENDMENT TO GENERAL PARTNERSHIP AGREEMENT (this "Amendment") is
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entered into and shall be effective as of the 27th day of January, 1999, by and
between BLUE RIBBON COMMUNITIES LIMITED PARTNERSHIP, a Delaware limited
partnership ("BRC"), and XXXXXXX PRESERVATION, INC., a Florida corporation
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("MPI").
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RECITALS
WHEREAS, BRC and MPI entered into that certain General Partnership
Agreement of The Xxxxxxx Resort Partnership dated as of September 30, 1998 (the
"Partnership Agreement"); and
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WHEREAS, the parties hereto desire to amend the Partnership Agreement as
hereinafter set forth.
NOW, THEREFORE, in consideration of the mutual agreements herein contained
and for other good and valuable consideration, the receipt and sufficiency
whereof are hereby acknowledged, the parties hereby agree as follows:
1. The Partnership Agreement is hereby amended by deleting the phrase "the
Partnership Execution Date" wherever it appears therein and replacing it with
the phrase "January 1, 2000".
2. Section 1.7(u) of the Partnership Agreement is hereby deleted in its
entirety and replaced with the phrase "(u) Intentionally Deleted".
3. Section 2.2(a)(i) of the Partnership Agreement is hereby amended by
deleting the parenthetical phrase "(the "MPI Cash") in the second line thereof
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and substituting therefor the following:
"together with Seven Thousand Dollars ($7,000.00) previously
received by MPI from the sale of seven (7) shares of MPI
Stock to directors of MPI (collectively, the "MPI Cash")".
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4. Section 9.1 of the Partnership Agreement is hereby amended by deleting the
phrase "Call Right" wherever it appears therein and replacing it with the phrase
"BRC Interest Call Right".
5. Exhibit F to the Partnership Agreement is hereby amended by deleting the
phrase "the Partnership Execution Date" wherever it appears in Section 2 thereof
and replacing it with the phrase "January 1, 2000", and by adding the following
immediately after the period at the end thereof:
Increases in base rent under each Rental Agreement for any
period on or after January 1, 2010 shall be determined by
reference to Florida Stat. Section 723 and current industry
practices with respect to rents and rental increases for
mobile home parks and manufactured home communities in
Florida.
6. Schedule 9.2 to the Partnership Agreement is hereby amended by deleting the
phrase "the Partnership Execution Date" wherever it appears therein and
replacing it with the phrase "January 1, 2000".
7. Except as specifically modified by this Amendment, all of the terms of the
Partnership Agreement shall continue in full force and effect.
8. The laws of the State of Florida, without reference to its conflict of laws
rules, shall govern the validity of this Amendment, the construction of its
terms, and the interpretation of the rights and duties of the parties hereto.
9. This Amendment may be executed in counterparts, all of which taken together
shall constitute one agreement.
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IN WITNESS WHEREOF, the parties have entered into this Amendment as of the day
first above set forth.
BLUE RIBBON COMMUNITIES LIMITED
PARTNERSHIP, a Delaware limited partnership
Witness: By: MHC-QRS Blue Ribbon Communities, Inc.,
a Delaware corporation, General Partner
________________________ By:___________________________________
Name:_________________________________
________________________ Title:________________________________
XXXXXXX PRESERVATION, INC., a Florida
corporation
________________________ By:________________________________________
Name:______________________________________
________________________ Title:_____________________________________
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