EXHIBIT 6.12
MEMORANDUM OF OPTION AGREEMENT
------------------------------
THIS MEMORANDUM OF OPTION AGREEMENT (this "Memorandum") is made and
entered into as of this 18 day of December, 1997 by and between XXXXXXX
PRESERVATION, INC., a Florida corporation ("Optionor") and BLUE RIBBON
COMMUNITIES LIMITED PARTNERSHIP, a Delaware limited partnership ("Optionee").
W I T N E S S E T H:
-------------------
WHEREAS, Optionor and Optionee have heretofore entered into that
certain Option Agreement of even date herewith (the "Option Agreement"), with
respect to certain real property (together, with all improvements thereon, the
"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", which is more particularly described on Exhibit A attached
---------
hereto; and
WHEREAS, Optionor and Optionee have agreed to enter into this
Memorandum for purposes of giving notice of the Option Agreement.
NOW, THEREFORE, in consideration of the covenants hereinafter
contained and for other good and valuable consideration and in consideration of
the covenants and agreements contained in the Option Agreement, Optionor and
Optionee do hereby covenant and agree as follows:
1. Option. Pursuant to the Option Agreement, Optionor has granted to
------
Optionee and Optionee has accepted from Optionor the irrevocable option to
purchase the Property from Optionor in accordance with the terms and conditions
of the Option Agreement (the "Option"). Optionee may elect to exercise the
Option at any time during the period commencing March 18, 1998 and ending at
5:30 p.m. on April 17, 1998; provided that the Option will expire and become
--------
ineffective if, by March 18, 1998, Optionor shall have raised an agreed sum from
the owners of mobile or manufactured homes located on the Property, given notice
of such event to Optionee and formed a partnership with Optionee for the
ownership and operation for the Property, as more fully set forth in the Option
Agreement. The Option may be
2
exercised by Optionee by written notice to Optionor.
2. Transfer of Option. Optionee has the absolute right and authority
------------------
to assign its rights under the Option Agreement to its Affiliate, as defined in
the Option Agreement.
3. Notice. The sole purpose of this Memorandum is to give notice of
------
the Option Agreement, which is incorporated herein by this reference.
4. Miscellaneous. The covenants, conditions and agreements contained
-------------
in this Memorandum shall be binding upon and inure to the benefit of the parties
hereto and their respective successors and assigns.
5. Counterparts. This Memorandum may be executed in two or more
------------
counterpart copies, each of which counterparts shall have the same force and
effect as if both parties hereto had executed a single copy of this Memorandum.
3
IN WITNESS WHEREOF, the parties hereto have executed this Memorandum
as of the day and year first above written.
WITNESS: OPTIONEE:
/s/ BLUE RIBBON COMMUNITIES LIMITED
-------------------
PARTNERSHIP, a Delaware limited
partnership
WITNESS:
/s/ By: MHC-QRS Blue Ribbon Communities,
-------------------
Inc., a Delaware general
partnership, General Partner
By: /s/ Xxxxxx Xxxxxx
-------------------------
Name: Xxxxxx Xxxxxx
Title: President
WITNESS: OPTIONEE:
/s/
--------------------
XXXXXXX PRESERVATION, INC., a Florida
corporation
WITNESS:
By: /s/ Xxxxxxx Xxxxxxx
/s/ -----------------------
--------------------
Name: Xxxxxxx Xxxxxxx
Title: President
4
_________________________
)
STATE OF ILLINOIS ) ss:
)
XXXX COUNTY )
_________________________ )
The foregoing instrument was acknowledged before me this ___ day of
December, 1997, by ____________ as President of MHC-QRS Blue Ribbon Communities,
Inc., General Partner of Blue Ribbon Communities Limited Partnership, a Florida
limited partnership. He/She is personally known to me or has produced driver's
license as identification.
/s/
-------------------------
Notary Public
Name of Notary Printed:
_________________________
)
STATE OF FLORIDA ) ss:
)
XXXX COUNTY )
_________________________ )
The foregoing instrument was acknowledged before me this 18 day of December,
1997, by _________________ as President of Xxxxxxx Preservation, Inc., a
Florida. He/She is personally known to me or has produced driver's license as
identification.
/s/
----------------------------
Notary Public
Name of Notary Printed:
5
AMENDED MEMORANDUM OF OPTION AGREEMENT
--------------------------------------
THIS AMENDED MEMORANDUM OF OPTION AGREEMENT (this "Amended Memorandum") is
------------------
made and entered into as of this 30th day of March, 1998 by and between XXXXXXX
PRESERVATION, INC., a Florida corporation ("Optionor"), and BLUE RIBBON
--------
COMMUNITIES LIMITED PARTNERSHIP, a Delaware limited partnership ("Optionee").
--------
W I T N E S S E T H:
-------------------
WHEREAS, Optionor and Optionee entered into that certain Option Agreement
dated December 18, 1997 (the "Option Agreement") with respect to certain real
----------------
property (together with all improvements thereon, the "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", which is
more particularly described on Exhibit A attached hereto;
---------
WHEREAS, a Memorandum of Option Agreement dated as of December 18, 1997 was
recorded on December 19, 1997 in Official Records Book 10145, Page 1599 of the
Public Records of Palm Beach County, Florida;
WHEREAS, Optionor and Optionee have entered into that certain Amendment to
Option Agreement of even date herewith (the "Amendment"); and
---------
WHEREAS, Optionor and Optionee have agreed to enter into this Amended
Memorandum for purposes of giving notice of the Option Agreement, as amended by
the Amendment.
NOW, THEREFORE, in consideration of the covenants hereinafter contained and
for other good and valuable consideration and in consideration of the covenants
and agreements contained in the Amendment, Optionor and Optionee do hereby
covenant and agree as follows:
1. Option. Pursuant to the Option Agreement, as amended by the
------
Amendment, Optionor has granted to Optionee and Optionee has accepted from
Optionor the irrevocable option to purchase the Property from Optionor in
accordance with the terms and conditions of the Option Agreement, as amended by
the
Amendment (the "Option"). Optionee may elect to exercise the Option at any time
during the period commencing August 1, 1998 and ending at 5:30 p.m. on August
31, 1998; provided that the Option will expire and become ineffective if, by
--------
August 1, 1998, Optionor shall have raised an agreed sum from the owners of
mobile or manufactured homes located on the Property, given notice of such event
to Optionee and formed a partnership with Optionee for the ownership and
operation for the Property, as more fully set forth in the Option Agreement. The
Option may be exercised by Optionee by written notice to Optionor.
2. Transfer of Option. Optionee has the absolute right and authority to
------------------
assign its rights under the Option Agreement to its Affiliate, as defined in the
Option Agreement.
3. Notice. The sole purpose of this Amended Memorandum is to give notice
------
of the Option Agreement, as amended by the Amendment, which Option Agreement and
Amendment are each incorporated herein by this reference.
4. Miscellaneous. The covenants, conditions and agreements contained in
-------------
this Amended Memorandum shall be binding upon and inure to the benefit of the
parties hereto and their respective successors and assigns.
5. Counterparts. This Amended Memorandum may be executed in two or more
------------
counterpart copies, each of which counterparts shall have the same force and
effect as if both parties hereto had executed a single copy of this Amended
Memorandum.
-4-
IN WITNESS WHEREOF, the parties hereto have executed this Amended
Memorandum as of the day and year first above written.
WITNESS: OPTIONEE:
/s/ BLUE RIBBON COMMUNITIES LIMITED
----------------
PARTNERSHIP, a Delaware limited
WITNESS: partnership
/s/ By: MHC-QRS Blue Ribbon Communities,
----------------
Inc., a Delaware corporation,
General Partner
By: /s/ Xxxxx Xxxxxxxx
Name: Xxxxx Xxxxxxxx
Title: Executive Vice President/
General Counsel
WITNESS: OPTIONOR:
/s/ XXXXXXX PRESERVATION, INC., a Florida
----------------
corporation
WITNESS:
By: /s/ Xxxxxxx XxXxxx
/s/ Name: Xxxxxxx XxXxxx
----------------
Title: President
-4-
_________________________
)
STATE OF ILLINOIS ) ss:
)
XXXX COUNTY )
_________________________)
The foregoing instrument was acknowledged before me this __ day of March, 1998,
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:
_________________________
)
STATE OF FLORIDA ) ss:
)
__________ COUNTY )
_________________________)
The foregoing instrument was acknowledged before me this __ day of March, 1998,
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:
-4-
SECOND AMENDED MEMORANDUM OF OPTION AGREEMENT
---------------------------------------------
THIS SECOND AMENDED MEMORANDUM OF OPTION AGREEMENT (this "Second
------
Amended Memorandum") is made and entered into as of this 19th day of August,
------------------
1998 by and between XXXXXXX PRESERVATION, INC., a Florida corporation
("Optionor"), and BLUE RIBBON COMMUNITIES LIMITED PARTNERSHIP, a Delaware
--------
limited partnership ("Optionee").
--------
W I T N E S S E T H:
-------------------
WHEREAS, Xxxxxxx Preservation, Inc., a Florida corporation ("MPI-1")
-----
and Optionee entered into that certain Option Agreement dated December 18, 1997,
as amended by that certain Amendment to Option Agreement dated as of March 30,
1998 (as amended through the date hereof, the "Option Agreement") with respect
----------------
to certain real property (together with all improvements thereon, the
"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", which is more particularly described on Exhibit A attached
---------
hereto;
WHEREAS, a Memorandum of Option Agreement dated as of December 18,
1997 (the "Memorandum of Option") was recorded on December 19, 1997 in Official
--------------------
Records Book 10145, Page 1599 of the Public Records of Palm Beach County,
Florida and an Amended Memorandum of Option Agreement dated as of March 30, 1998
(the "Amended Memorandum of Option") was recorded on May 14, 1998 in Official
----------------------------
Records Book 10403, Page 104 of the Public Records of Palm Beach County,
Florida;
WHEREAS, Optionor, as successor by mergers to MPI-1, and Optionee
have entered into that certain Second Amendment to Option Agreement of even date
herewith (the "Amendment"); and
---------
WHEREAS, Optionor and Optionee have agreed to enter into this Second
Amended Memorandum for purposes of giving notice of the Option Agreement, as
amended by the Amendment.
NOW, THEREFORE, in consideration of the covenants hereinafter
contained and for other good and valuable consideration and in consideration of
the covenants and agreements contained in the Amendment, Optionor and Optionee
do
hereby covenant and agree as follows:
1. Option. Pursuant to the Option Agreement, as amended by the
------
Amendment, Optionor has granted to Optionee and Optionee has accepted from
Optionor the irrevocable option to purchase the Property from Optionor in
accordance with the terms and conditions of the Option Agreement, as amended by
the Amendment (the "Option"). Optionee may elect to exercise the Option at any
time during the period commencing December 1, 1998 and ending at 5:30 p.m. on
December 31, 1998; provided that the Option will expire and become ineffective
--------
if, by December 1, 1998, Optionor shall have formed a partnership with Optionee
for the ownership and operation for the Property, as more fully set forth in the
Option Agreement. The Option may be exercised by Optionee by written notice to
Optionor.
2. Legal Description. Exhibit A attached to the Memorandum of Option
-----------------
and the Amended Memorandum of Option is hereby replaced by Exhibit A attached
hereto.
3. Transfer of Option. Optionee has the absolute right and authority
------------------
to assign its rights under the Option Agreement, as amended by the Amendment, to
its Affiliate, as defined in the Option Agreement.
4. Notice. The sole purpose of this Second Amended Memorandum is to
------
give notice of the Option Agreement, as amended by the Amendment, which Option
Agreement and Amendment are each incorporated herein by this reference.
5. Miscellaneous. The covenants, conditions and agreements
-------------
contained in this Second Amended Memorandum shall be binding upon and inure to
the benefit of the parties hereto and their respective successors and assigns.
6. Counterparts. This Second Amended Memorandum may be executed in
------------
two or more counterpart copies, each of which counterparts shall have the same
force and effect as if both parties hereto had executed a single copy of this
Second Amended Memorandum.
-2-
IN WITNESS WHEREOF, the parties hereto have executed this Second
Amended Memorandum as of the day and year first above written.
WITNESS: OPTIONEE:
/s/ BLUE RIBBON COMMUNITIES LIMITED
-------------------
PARTNERSHIP, a Delaware limited
WITNESS: partnership
/s/ By: MHC-QRS Blue Ribbon Communities,
-------------------
Inc., a Delaware corporation,
General Partner
By: /s/ Xxxxx X. Xxxx
Name: Xxxxx X. Xxxx
Title: Vice President
WITNESS: OPTIONOR:
/S/ XXXXXXX PRESERVATION, INC., a Florida
-------------------
corporation
WITNESS:
By: /s/ Xxxx Xxxxxxxxx
/s/ Name: Xxxx Xxxxxxxxx
-------------------
Title: Treasurer
-3-
_________________________
)
STATE OF ILLINOIS ) ss:
)
XXXX COUNTY )
_________________________ )
The foregoing instrument was acknowledged before me this __ day of August, 1998,
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:
_________________________
)
STATE OF FLORIDA ) ss:
)
_______________ COUNTY )
_________________________ )
The foregoing instrument was acknowledged before me this __ day of August, 1998,
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:
-4-
