EXHIBIT 10.5
DIVERSIFIED INVESTMENTS PORTFOLIO
FIRST AMENDMENT TO
PURCHASE AND SALE AGREEMENT
THIS FIRST AMENDMENT TO PURCHASE AND SALE AGREEMENT (this "Amendment")
is made and entered into as of the 23rd day of December, 2003, by and among MHC
OPERATING LIMITED PARTNERSHIP (together with its affiliates, designees and
assigns, the "Purchaser"), an Illinois limited partnership having an address of
Two North Riverside Plaza, Suite 800, Chicago, Illinois 60606, DIVERSIFIED
INVESTMENTS SERVICES, LLC ("Diversified"), a Delaware limited liability company
having an address of 7625 Wisconsin Avenue, Suite 150, Bethesda, Maryland 20814,
and the Sellers, each having an address of c/o Diversified Investments Services,
LLC, 7625 Wisconsin Avenue, Suite 150, Bethesda, Maryland 20814.
R E C I T A L S:
A. The parties hereto have entered into that certain Purchase and
Sale Agreement dated as of December 8, 2003 (the "Purchase Agreement").
Capitalized terms used but not otherwise defined herein shall have the meanings
set forth in the Purchase Agreement.
B. The parties hereto desire to amend the Purchase Agreement as
hereinafter provided.
THEREFORE, the parties hereto agree to amend the Purchase Agreement as
follows:
A G R E E M E N T:
1. CACTUS GARDENS. Sections 5.A. and 5.C.(v) are amended to
reflect that Purchaser has submitted a loan application to LaSalle Bank National
Association ("LaSalle") for a first mortgage loan to be secured by the Cactus
Gardens Property with a loan amount of $4,500,000 (the "Cactus Gardens Loan
Application"). The loan proceeds of $4,500,000 is based on preliminary
underwriting by LaSalle which is subject to further underwriting by LaSalle. As
soon as Purchaser and Seller receive approval from the servicer of the current
loan on the Cactus Gardens Property that such loan can be defeased within ninety
(90) days, Purchaser intends to enter into a rate lock agreement with LaSalle
for $4,500,000 for a loan for the Cactus Gardens Property. The Closing Date for
the Cactus Gardens Property shall occur on a date which is mutually agreed upon
by the parties hereto which is within the 90 day rate lock period but not later
than May 15, 2004. To induce Purchaser to enter into a rate lock agreement for
the loan for the Cactus Gardens Property, Seller hereby waives its right not to
sell the Cactus Gardens Property to Purchaser based on the proceeds of the loan
being below $5,050,000. Purchaser and Seller shall use commercially reasonable
efforts to cause LaSalle to increase the amount of the first mortgage loan on
the Cactus Gardens Property above $4,500,000 on the same terms contained in the
Cactus Gardens Loan Application attached hereto as Exhibit A (the
"Application"), provided that Purchaser agrees to pay the then current market
interest rate on that portion of the Cactus Gardens Property first mortgage loan
which exceeds $4,500,000 based on the terms of the Application (but without the
rate lock feature in place on the $4,500,000). Seller acknowledges that to the
extent that loan proceeds made available by LaSalle from the loan on
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the Cactus Gardens Property is materially less than $5,050,000, Purchaser shall
receive a credit against the Purchase Price allocated to the Cactus Gardens
Property in an amount equal to the amount by which said loan proceeds are less
than $5,050,000. For example, if such loan proceeds equal $5,000,000, Purchaser
will receive a credit against the Purchase Price equal to $50,000.
2. EFFECT. Except as amended herein, all terms and provisions
contained in the Purchase Agreement shall remain in full force and effect.
3. COUNTERPARTS. This Amendment may be executed in one or more
counterparts, all of which taken together shall constitute one and the same
agreement.
[SIGNATURE PAGES FOLLOW]
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IN WITNESS WHEREOF, the parties have executed this Amendment as of the
respective dates set forth below.
WITNESSES: PURCHASER:
__________________________________ MHC OPERATING PARTNERSHIP,
Name:_____________________________ an Illinois limited partnership
__________________________________
Name:_____________________________ By: MANUFACTURED HOME COMMUNITIES, INC.,
a Maryland corporation, its general
partner
By:__________________________________
Name:_____________________________
Title:____________________________
Date: December ___, 2003
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WITNESSES:
SELLERS:
__________________________________ COACHWOOD COLONY MHP, LLC, a Florida
Name:_____________________________ limited liability company
__________________________________
Name:_____________________________ By: DIVERSIFIED INVESTMENTS - COACHWOOD
COLONY MHP, LLC, a Florida limited
liability company, as its Sole and
Managing Member
By: _________________________________
Barry L. Haase
Manager
WITNESSES:
DIVERSIFIED INVESTMENTS - COACHWOOD
COLONY MHP, LLC, a Florida limited
__________________________________ liability company
Name:_____________________________
__________________________________ By: __________________________________
Name:_____________________________ Barry L. Haase
Manager
WITNESSES:
SHANGRI-LA MOBILE HOME PARK, L.P., a
Delaware limited partnership, authorized
to transact business in the State of
__________________________________ Florida as SHANGRI-LA MOBILE HOME PARK OF
Name:_____________________________ LARGO, LTD.
__________________________________
Name:_____________________________ By: DIVERSIFIED INVESTMENTS - SHANGRI-LA,
INC., a Delaware corporation, as its
General Partner
By: _________________________________
Barry L. Haase
Chairman
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WITNESSES:
DIVERSIFIED INVESTMENTS - SHANGRI-LA,
INC., a Delaware corporation
__________________________________
Name:_____________________________ By: ________________________________
__________________________________ Barry L. Haase
Name:_____________________________ Chairman
WITNESSES:
TAMPA BAY COMMUNITIES, L.P., a Florida
limited partnership
__________________________________
Name:_____________________________ By: DIVERSIFIED INVESTMENTS - TBC, INC.,
__________________________________ a Florida corporation, as its
Name:_____________________________ General Partner
By: _________________________
Barry L. Haase
CEO
WITNESSES:
SIXTH AVENUE, LLC, a Florida limited
liability company
__________________________________
Name:_____________________________ By: DIVERSIFIED INVESTMENTS - SIXTH
__________________________________ AVENUE LLC, a Florida limited
Name:_____________________________ liability company, as its Sole and
Managing Member
By: ________________________________
Barry L. Haase
Manager
WITNESSES:
DIVERSIFIED INVESTMENTS - SIXTH AVENUE,
LLC, a Florida limited liability company
__________________________________
Name:_____________________________ By: ________________________________
__________________________________ Barry L. Haase
Name:_____________________________ Manager
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WITNESSES:
SOUTHERNAIRE MHP, LLC, a Florida limited
liability company
__________________________________
Name:_____________________________ By: DIVERSIFIED INVESTMENTS -
__________________________________ SOUTHERNAIRE, LLC, a Florida limited
Name:_____________________________ liability company, as its Sole and
Managing Member
By: ________________________________
Barry L. Haase
Manager
WITNESSES:
DIVERSIFIED INVESTMENTS - SOUTHERNAIRE,
__________________________________ LLC, a Florida limited liability company
Name:_____________________________
__________________________________ By:_______________________________
Name:_____________________________ Barry L. Haase
Manager
WITNESSES:
TERRA CEIA, LLC, a Florida limited
liability company
__________________________________
Name:_____________________________ By: DIVERSIFIED INVESTMENTS - TERRA CEIA,
__________________________________ LLC, a Florida limited liability
Name:_____________________________ company, as its Sole and Managing
Member
By: ________________________________
Barry L. Haase
Manager
WITNESSES:
DIVERSIFIED INVESTMENTS - TERRA CEIA,
__________________________________ LLC, a Florida limited liability company
Name:_____________________________
__________________________________ By: ________________________________
Name:_____________________________ Barry L. Haase
Manager
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WITNESSES:
TOPICS RVP, LLC, a Florida limited
liability company
__________________________________
Name:_____________________________ By: DIVERSIFIED INVESTMENTS - TOPICS
__________________________________ RVP, LLC, a Florida limited liability
Name:_____________________________ company, as its Sole and Managing
Member
By: ________________________________
Barry L. Haase
Manager
WITNESSES:
DIVERSIFIED INVESTMENTS - TOPICS RVP,
LLC, a Florida limited liability company
__________________________________
Name:_____________________________ By: __________________________________
__________________________________ Barry L. Haase
Name:_____________________________ Manager
WITNESSES:
GOOSE CK, LLC, a North Carolina limited
liability company
__________________________________
Name:_____________________________ By: DIVERSIFIED INVESTMENTS - GC, LLC, a
__________________________________ North Carolina limited liability
Name:_____________________________ company, as its Sole Member
By: EAST WEST COMMUNITIES, LLC, a
Delaware limited liability
company, as its Sole Member
By: DIVERSIFIED INVESTMENTS - EW,
LLC, a Delaware limited
liability company, as its
Managing Member
By:__________________________
Barry L. Haase
Managing Member
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WITNESSES:
DIVERSIFIED INVESTMENTS - GC, LLC, a
North Carolina limited liability company
__________________________________
Name:_____________________________ By: EAST WEST COMMUNITIES, LLC, a
__________________________________ Delaware limited liability company,
Name:_____________________________ as its Sole Member
By: DIVERSIFIED INVESTMENTS - EW,
LLC, a Delaware limited liability
company, as its Managing Member
By: ___________________________
Barry L. Haase
Managing Member
WITNESSES:
WATERWAY RV, LLC, a Delaware limited
liability company
__________________________________
Name:_____________________________ By: SIERRA LAKES, L.L.C., a Delaware
__________________________________ limited liability company, as its
Name:_____________________________ Sole and Managing Member
By: DIVERSIFIED INVESTMENTS PARTNERS,
LLC, a Delaware limited liability
company, as its Managing Member
By:______________________________
Barry L. Haase
Managing Member
WITNESSES:
SIERRA LAKES, L.L.C., a Delaware limited
liability company
__________________________________
Name:_____________________________ By: DIVERSIFIED INVESTMENTS PARTNERS,
__________________________________ LLC, a Delaware limited liability
Name:_____________________________ company, as its Managing Member
By: _______________________________
Barry L. Haase
Managing Member
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WITNESSES:
CACTUS GARDENS RV, LLC, an Arizona
limited liability company
__________________________________
Name:_____________________________ By: DIVERSIFIED INVESTMENTS - CACTUS
__________________________________ GARDENS, LLC, an Arizona limited
Name:_____________________________ liability company, as its Managing
Member
By: ________________________________
Barry L. Haase
Manager
WITNESSES:
DIVERSIFIED INVESTMENTS - CACTUS GARDENS,
__________________________________ LLC, an Arizona limited liability company
Name:_____________________________
__________________________________ By: __________________________________
Name:_____________________________ Barry L. Haase
Manager
WITNESSES:
DESERT PARADISE RV, LLC, an Arizona
limited liability company
__________________________________
Name:_____________________________ By: SIERRA LAKES, L.L.C., a Delaware
__________________________________ limited liability company, as its
Name:_____________________________ Sole and Managing Member
By: DIVERSIFIED INVESTMENTS PARTNERS,
LLC, a Delaware limited liability
company, as its Managing Member
By:______________________________
Barry L. Haase
Managing Member
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WITNESSES:
SUNI SANDS, LLC, an Arizona limited
liability company
__________________________________
Name:_____________________________ By: DIVERSIFIED INVESTMENTS - SUNI SANDS,
__________________________________ LLC, an Arizona limited liability
Name:_____________________________ company, as its Sole and Managing
Member
By: ________________________________
Barry L. Haase
Manager
WITNESSES: DIVERSIFIED INVESTMENTS - SUNI SANDS,
LLC, an Arizona limited liability company
__________________________________ By: ___________________________________
Name:_____________________________ Barry L. Haase
__________________________________ Manager
Name:_____________________________
WITNESSES: DIVERSIFIED INVESTMENTS SERVICES, LLC, a
Delaware limited liability company
__________________________________
Name:_____________________________ By: __________________________________
__________________________________ Name: Barry L. Haase
Name:_____________________________ Title: Manager
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