EXHIBIT 10.6
DIVERSIFIED INVESTMENTS PORTFOLIO
SECOND AMENDMENT TO
PURCHASE AND SALE AGREEMENT
THIS SECOND AMENDMENT TO PURCHASE AND SALE AGREEMENT (this "Amendment")
is made and entered into as of the 21st day of January, 2004, 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 "Original Agreement") as
amended by that certain First Amendment to Purchase and Sale Agreement dated
December, 23, 2003 (the "First Amendment," together with the Original Agreement,
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. Reference is hereby made to that certain Amended and Restated
Subscription Agreement dated as of January, 2004 (the "Subscription Agreement")
by and among Purchaser and Resort Communities, LLC, a Delaware limited liability
company ("Resort"), Diversified Investments-RC, LLC, a Delaware limited
liability company ("DI-RC"), North South Communities, LLC, a Delaware limited
liability company ("North South"), Diversified Investments-NS, LLC, a Delaware
limited liability company ("DI-NS"), Select Resort Communities, LLC, a Delaware
limited liability company ("Select"), Diversified Investments-SRC, LLC, a
Delaware limited liability company ("DI-SRC"), Buccaneer Communities, L.P., a
Delaware limited partnership ("Buccaneer"), Diversified Investments-BC, Inc., a
Delaware corporation, or such other limited liability company as may be
substituted for Diversified Investments-BC, Inc. (Collectively, "DI-BC"), Tampa
Bay Communities, L.P., a Delaware limited partnership ("Tampa Bay"), Diversified
Investments-TBC, Inc., a Delaware corporation, or such other limited liability
company as may be substituted for Diversified Investments-TBC, Inc.
(collectively, "DI-TBC"), Diverse Communities, LLC, a Delaware limited liability
company ("Diverse"), and Diversified Investments - Flozona, LLC, a Delaware
limited liability company ("DI-Flozona").
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2. Section 5 A of the Purchase Agreement is hereby amended to
read as follows:
5. A CLOSING DATES. The closing ("Closing") of the
transaction contemplated by this Agreement (i.e., the payment of the
Purchase Price, the transfer and assignment of the Equity Interests,
the transfer of title to the applicable Individual Properties (if
applicable), and the satisfaction of all other terms and conditions of
this Agreement) shall be commenced simultaneously with the closing of
the transaction as contemplated by the Subscription Agreement (as
referenced in Section 9 H hereof) on January 30, 2004 (the "Closing
Date"). Notwithstanding anything contained herein to the contrary, and
subject to the provisions of Section 5C(v) below, (i) the Closing Date
for the Cactus Gardens Property shall occur upon a date which is
mutually agreed upon by the parties hereto but which is after the
expiration or waiver of the defeasance lockout period for the mortgage
loan encumbering such property, but in no event earlier than January
30, 2004 or later than May 15, 2004, (ii) in such event the Purchase
Price allocated to the Cactus Gardens Property shall be $7,725,141, and
(iii) an allocable portion of the Earnest Money based on Purchase Price
allocations shall be held back as Earnest Money for the Cactus Gardens
Closing. If the date of Closing above provided for falls on a Saturday,
Sunday or legal holiday, the Closing Date shall take place on the next
business day. The terms of the First Amendment shall continue to modify
this Section 5 A.
3. Section 9 D of the Purchase Agreement is hereby deleted,
provided that Equity Seller of the _______________ property and the ____________
property shall jointly indemnify Purchaser for any loss or damage sustained by a
failure of the requirements set forth in Section 9 D, limited, however, to the
extent of $25,000 in the aggregate, and which amount shall be credited against
Seller's obligations under the Holdback Escrow provided in Section 7G.
4. Section 9 H of the Purchase Agreement is amended by adding the
following at the end thereof: "and the conditions precedent under the
Subscription Agreement have all been satisfied and the closing thereunder has
commenced."
5. EFFECT. Except as amended herein, all terms and provisions
contained in the Purchase Agreement shall remain in full force and effect.
6. 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: January ___, 2004
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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
__________________________________ By:_______________________________
Name:_____________________________ Barry L. Haase
__________________________________ Manager
Name:_____________________________
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: ________________________________
__________________________________ Barry L. Haase
Name:_____________________________ 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: __________________________________
__________________________________ Barry L. Haase
Name:_____________________________ 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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