EXHIBIT 6.11.1
THIRD AMENDMENT TO OPTION AGREEMENT
-----------------------------------
THIS THIRD AMENDMENT TO OPTION AGREEMENT (this "Amendment"), made as of
---------
this 14th day of December, 1998, by and between XXXXXXX PRESERVATION, INC., a
Florida corporation ("Seller"), and BLUE RIBBON COMMUNITIES LIMITED PARTNERSHIP,
------
a Delaware limited partnership ("Purchaser").
---------
WITNESSETH:
WHEREAS, Xxxxxxx Preservation, Inc., a Florida corporation ("MPI-1"), and
-----
Purchaser entered into that certain Option Agreement dated as of December 18,
1997, as amended by that certain Amendment to Option Agreement dated as of March
30, 1998, and by that certain Second Amendment to Option Agreement dated as of
August 19, 1998 (collectively, the "Option Agreement"), whereby Seller granted
----------------
to MPI-1, on the terms and conditions set forth in the Option Agreement, the
exclusive option to purchase (the "Option") all that parcel of real estate
------
located at the northwest corner of PGA Boulevard and Prosperity Farms Road in
Palm Beach County, Florida, and commonly known as "The Xxxxxxx Mobile Home
Park", which is more particularly described on Exhibit A attached hereto,
---------
together with all improvements thereon;
WHEREAS, pursuant to the Option Agreement, the Option may be exercised at
any time during the period commencing on December 1, 1998 and ending at 5:30
p.m. on December 31, 1998; and
WHEREAS, Seller, the successor by mergers to MPI-1, and Purchaser have
agreed to extend the period during which the Option may be exercised by
Purchaser, to modify the circumstances in which the Option may be exercised, and
to make certain other amendments to the Option Agreement, as hereinafter set
forth;
NOW, THEREFORE, in consideration of the mutual promises of the parties
hereto, made one to another, and for other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties hereto
hereby agree as follows:
1. The Option Agreement is hereby amended as follows:
(a) Section 3(a) of the Option Agreement is deleted in its entirety
------------
and replaced with the following new Section 3(a):
------------
"3(a) The Option may be exercised by notice in writing from
Purchaser to Seller at any time during the period commencing on
March 1, 1999 and ending at 5:30 p.m. on March 31, 1999."
(b) Section 3(b) of the Option Agreement is deleted in its entirety
------------
and replaced with the following new Section 3(b):
------------
"3(b) Notwithstanding anything in Section 3(a) hereof
to the contrary, the Option shall expire and become
ineffective if, by March 1, 1999, the Closing Date (as
defined in the General Partnership Agreement of The
Xxxxxxx Resort Partnership dated as of September 30,
1998 by and between Seller and Purchaser) has occurred
and capital contributions to be made thereon shall have
been made."
(c) The date "December 1, 1998" on the second line of Section 4 of
---------
the Option Agreement is hereby deleted and replaced with the date "March 1,
1999".
2. Except as specifically modified by this Amendment, all of the
remaining terms of the Option Agreement shall continue in full force and effect.
3. This Amendment shall be construed and enforced in accordance with the
laws of the State of Florida.
4. This Amendment may be executed in two or more counterpart copies, each
of which counterparts shall have the same force and effect as if the parties
hereto had executed a single copy of this Amendment.
-2-
IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of
the date first above set forth.
PURCHASER:
BLUE RIBBON COMMUNITIES LIMITED
PARTNERSHIP, a Delaware limited partnership
WITNESS:
By: MHC-QRS Blue Ribbon Communities, Inc.,
_/s/___________________ a Delaware corporation, General Partner
_/s/___________________ By: /s/ Xxxxx X. Xxxx
Name: Xxxxx X. Xxxx
Title: Assoc. General Counsel/Vice President
SELLER:
WITNESS: XXXXXXX PRESERVATION, INC., A FLORIDA
CORPORATION
_/s/_____________________ BY: /S/ XXXXXXX XXXXXX
NAME: XXXXXXX XXXXXX
TITLE: PRESIDENT
_/s/_____________________
-3-
EXHIBIT "A"
PARCEL 1
--------
From the center of Xxxxxxx 0, Xxxxxxxx 00 Xxxxx, Xxxxx 43 East, Palm Beach
County, Florida; thence N.0 degrees 30'10"E. along the North-South quarter line
of the said Section 5 a distance of 275 feet to the point of beginning; thence
continue N. 0 degrees 30'10"E. Along the said North-South quarter line a
distance of 1050.85 feet to a point, thence S.89 degrees 51'42"W. a distance of
1323.60 feet to a point; thence S.0 degrees 47'20"W. a distance of 1252.40 feet
to a point in the Northerly right-of-way line of PGA Boulevard, as now laid out
and in use; thence S.89 degrees 07'28"E. along said northerly right-of-way line
a distance of 789.81 feet to a point; thence N.0 degrees 30'10 E. a distance of
225 feet to a point; thence S.89 degrees 07' 28"E. a distance of 540 feet to the
point of beginning.
PARCEL 2
--------
The South 6360 feet of the North one-half of the Southwest quarter of the
Northwest quarter, of Section 0, Xxxxxxxx 00 Xxxxx, Xxxxx 43 East, Palm Beach
County, Florida.
TOGETHER WITH:
The North ten feet of the South 646 Feet of the North half of the Southwest
quarter of the Northwest quarter; and, the North ten feet of the South half of
the Southwest quarter of the Northwest quarter; Xxxxxxx 0, Xxxxxxxx 00 Xxxxx,
Xxxxx 00 Xxxx, Xxxx Xxxxx Xxxxxx, Xxxxxxx.
