EXHIBIT 6.3.1
FIRST AMENDMENT TO CONTRIBUTION AGREEMENT
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THIS FIRST AMENDMENT TO CONTRIBUTION AGREEMENT, dated as of January
27, 1999 (this "Amendment"), is made by and among XXXXXXX PRESERVATION, INC., a
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Florida corporation ("MPI"), BLUE RIBBON COMMUNITIES LIMITED PARTNERSHIP, a
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Delaware limited partnership ("BRC"), and THE XXXXXXX RESORT PARTNERSHIP, a
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Florida general partnership (the "Partnership").
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RECITALS
WHEREAS, MPI, BRC and the Partnership entered into that certain
Contribution Agreement dated as of September 30, 1998 (the "Contribution
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Agreement"); and
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WHEREAS, the parties hereto desire to amend the Contribution 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. Section 3.1 of the Contribution Agreement is hereby amended by deleting the
parenthetical phrase "(the "MPI Cash")" in the third and fourth lines 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 to directors of MPI
(collectively, the "MPI Cash").
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2. Section 3.5 of the Contribution Agreement is hereby amended by adding the
following immediately before the period at the end thereof:
to the extent that MPI has cash available from the net
operating income of the Park (it being agreed by the
parties that such cash is, as of the date of this
Amendment, held by MHC Management Limited Partnership
and, as of September 30, 1998, amounted to $542,113).
The balance of such interest and other amounts shall be
assumed by the Partnership
3. Section 5.2(f) of the Contribution Agreement is hereby amended by deleting
the words "all interest and other amounts that have accrued or are payable under
the Mortgage through the Closing Date" and substituting therefor the following:
the interest payable by MPI pursuant to Section 3.5 hereof.
4. Exhibit 6.1(G) to the Contribution Agreement is hereby replaced in its
entirety by the new Exhibit 6.1(G) attached hereto.
5. Except as specifically modified by this Amendment, all of the terms of the
Contribution Agreement shall continue in full force and effect.
6. 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.
7. This Amendment may be executed in counterparts, all of which taken together
shall constitute one agreement.
REMAINDER OF PAGE INTENTIONALLY LEFT BLANK
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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:________________________________
Witness: XXXXXXX PRESERVATION, INC., a Florida
corporation
______________________ By:________________________________________
Name:______________________________________
______________________ Title:_____________________________________
THE XXXXXXX RESORT PARTNERSHIP, a
Florida general partnership
By: Blue Ribbon Communities Limited Partnership,
a Delaware limited partnership,
Partner
Witness: By: MHC-QRS Blue Ribbon
Communities, Inc., a Delaware
corporation
______________________ By:______________________________
Name:____________________________
______________________ Title:___________________________
By: Xxxxxxx Preservation, Inc., a Florida
corporation, Partner
______________________ By:________________________________________
Name:______________________________________
______________________ Title:_____________________________________
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EXHIBIT 6.1(G)
FORM OF ASSIGNMENT AND ASSUMPTION OF MORTGAGE
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THIS ASSIGNMENT AND ASSUMPTION OF MORTGAGE ("Agreement") effective as of
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the __ day of __________, 1999, by and among Xxxxxxx Preservation, Inc., a
Florida corporation, whose address is 0000 XXX Xxxxxxxxx, Xxxx Xxxxx Xxxxxxx,
Xxxxxxx 00000 ("MPI"), The Xxxxxxx Resort Partnership, a Florida general
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partnership whose address is c/o Manufactured Home Communities, Inc., Two Xxxxx
Xxxxxxxxx Xxxxx, Xxxxx 000, Xxxxxxx, Xxxxxxxx 00000 ("Partnership"), and MHC
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Lending Limited Partnership, whose address is Two Xxxxx Xxxxxxxxx Xxxxx, Xxxxx
000, Xxxxxxx, Xxxxxxxx 00000 ("Lender").
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WITNESSETH:
WHEREAS, MPI is the owner of the record and beneficial interests in that
certain real property 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, including all improvements thereon, more particularly
described in EXHIBIT A attached hereto (the "Property"), and
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WHEREAS, Lender has previously made a loan to MPI in the original principal
amount of Twelve Million Three Hundred Forty-one Thousand Six Hundred Ninety-
three Dollars and No Cents ($12,341,693.00) (with all accrued interest thereon,
the "Loan"), which is evidenced by a Promissory Note executed by MPI in favor of
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Lender dated December 18, 1997, in the amount of the Loan (the "Note"), and
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which Note is secured by, among other things, a Mortgage, Security Agreement,
Financing Statement, Fixture Filing and Assignment of Leases and Rents dated
December 18, 1997 and recorded on December 19, 1997 in Official Record Book
10145, Page 1538 of the Public Records of Palm Beach County, Florida, as
extended by a Mortgage Extension Agreement, dated March 30, 1998, and recorded
as aforesaid on May 14, 1998 in Official Record Book 10403, Page 97, as further
extended and amended by a Mortgage Extension and Amendment Agreement, dated
August 19, 1998, and recorded as aforesaid on September 3, 1998 in Official
Record Book 10620, Page 1335, as further extended by that Third Mortgage
Extension Agreement dated December 14, 1998, and recorded as aforesaid on
__________, 1999 in Official Record Book _____, Page ____, as further extended
by that Fourth Mortgage Extension Agreement dated __________, 1999 and recorded
as aforesaid on __________, 1999 in Official Record Book _____, Page ____,
(collectively, the "Mortgage"); and
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WHEREAS, MPI and Partnership intend that the beneficial interest in the
Property will be conveyed to Partnership by MPI as of the date hereof, but that
MPI will retain the record interest in the Property; and
WHEREAS, the Mortgage provides that MPI shall not convey the Property or
any direct or indirect interest therein without the prior written consent of the
Lender; and
WHEREAS, Lender is willing to consent to the conveyance of the beneficial
interest in the Property, provided that Partnership assumes liability for the
payment of the Loan and responsibility for the performance of all obligations
under the Note and Mortgage;
NOW, THEREFORE, as an inducement to cause Lender to consent to the assignment,
and for other valuable consideration, the receipt and sufficiency of which are
acknowledged, it is agreed as follows:
1. Consent to Assignment of Beneficial Interest. Lender hereby consents
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to the assignment of the beneficial interest in the Property from MPI to the
Partnership, subject to the Mortgage.
2. Assignment of the Loan: Assumption by Partnership. MPI hereby
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assigns to the Partnership, effective as of the date hereof, all of MPI's
rights, duties and obligations in, to, and arising out of the Loan together with
the Note and Mortgage (other than MPI's obligation to pay interest or other
amounts required to be paid by MPI pursuant to Section 3.5 of the Contribution
Agreement dated as of September 30, 1998 by and among MPI, the Partnership, and
Blue Ribbon Communities Limited Partnership, as amended by that First Amendment
to Contribution Agreement dated as of January 27, 1999), subject to the
covenants, conditions, and provisions of the Loan as provided in the Note and
the Mortgage. The Partnership hereby assumes, as of the date hereof, all
liability for the payment of the outstanding principal amount of the Loan and
for the payment of all interest and other amounts due thereon or in connection
therewith (other than interest or other amounts required to be paid by MPI as
aforesaid) and the performance of all of the obligations of MPI with respect to
the Loan, the Note and the Mortgage.
If Lender so requests, the Partnership shall execute an allonge to the Note
to further evidence the Partnership's liability for the payment thereof.
3. Ratification. The Partnership hereby remakes, ratifies and confirms
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in each and every respect all terms, provisions, conditions, representations,
warranties, liabilities, obligations and/or indebtedness contained in or
evidenced by the Note, the Mortgage or the Loan, as hereby specifically modified
and amended.
4. Amendment and Waiver in Writing. No provision of this Agreement can
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be amended or waived, except by a statement in writing signed by the party
against which enforcement of the amendment or waiver is sought.
5. Assignment. This Agreement and all related documents shall be
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binding upon and inure to the benefit of the respective successors and assigns
of MPI and the Partnership and the successors and assigns of Lender. This
provision does not, however, modify or impair the restrictions on transfers of
the Property or interests therein set forth in the Mortgage.
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6. Entire Agreement/Counterparts. This Agreement and the documents
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referenced herein and those executed concurrently herewith represent the entire
agreement among the parties concerning the Loan referenced herein, and each such
document may be executed in one or more counterparts, all of which counterparts
of any such document shall constitute one and the same instrument.
7. Severability. Should any provision of this Agreement be invalid or
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unenforceable for any reason, the remaining provisions hereof shall remain in
full effect.
8. Applicable Law. The validity and construction of this Agreement and
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all other documents executed with respect to the Loan shall be determined
according to the laws of the State of Florida applicable to contracts executed
and performed within that state.
9. Gender and Number. Words used herein indicating gender or number
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shall be read as the context may require.
10. Captions Not Controlling. Captions and headings have been included
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in this Agreement for the convenience of the parties, and shall not be construed
as affecting the content of the respective paragraphs.
REMAINDER OF PAGE INTENTIONALLY LEFT BLANK
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the day and year first above written.
XXXXXXX PRESERVATION, INC., a Florida
WITNESS: corporation
___________________________ By:________________________________
Name:______________________________
___________________________ Title:_____________________________
THE XXXXXXX RESORT PARTNERSHIP, a
Florida general partnership
By: Blue Ribbon Communities Limited
Partnership, a Delaware limited partnership,
Partner
Witness: By: MHC-QRS Blue Ribbon Communities, Inc.,
a Delaware corporation
___________________________ By:________________________
Name:______________________
___________________________ Title:_____________________
By: Xxxxxxx Preservation, Inc., a Florida
corporation, Partner
___________________________ By:______________________________
Name:____________________________
___________________________ Title:___________________________
MHC LENDING LIMITED PARTNERSHIP, an
Illinois limited partnership
WITNESS: By: MHC Lending-QRS, Inc., an Illinois
corporation
___________________________ By:_______________________________
Name:_____________________________
___________________________ Title:____________________________
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________________________
)
STATE OF FLORIDA ) ss:
)
_________ COUNTY )
__________________________)
The foregoing instrument was acknowledged before me this __ day of ___________,
1999, by ____________________ as ____________________ of Xxxxxxx Preservation,
Inc., a Florida corporation. He/She is personally known to me or has produced
driver's license as identification.
________________________________
Notary Public
Name of Notary Printed:
__________________________
)
STATE OF ILLINOIS ) ss:
)
XXXX COUNTY )
__________________________)
The foregoing instrument was acknowledged before me this __ day of ___________,
1999, by ____________________ as ____________________ of MHC-QRS Blue Ribbon
Communities, Inc., General Partner of Blue Ribbon Communities Limited
Partnership, a Delaware limited partnership. He/She is personally known to me
or has produced driver's license as identification.
________________________________
Notary Public
Name of Notary Printed:
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__________________________
)
STATE OF ILLINOIS ) ss:
)
XXXX COUNTY )
__________________________)
The foregoing instrument was acknowledged before me this __ day of __________,
1999, by ____________________ as ____________________ of MHC Lending-QRS, Inc.,
General Partner of MHC Lending Limited Partnership, an Illinois limited
partnership. He/She is personally known to me or has produced driver's license
as identification.
________________________________
Notary Public
Name of Notary Printed:
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