EXHIBIT 10.7
DIVERSIFIED INVESTMENTS PORTFOLIO
THIRD AMENDMENT TO
PURCHASE AND SALE AGREEMENT
THIS THIRD AMENDMENT TO PURCHASE AND SALE AGREEMENT (this "Amendment")
is made and entered into as of the 22nd 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, as amended by that certain First
Amendment to Purchase and Sale Agreement dated December 23, 2003 and further
amended by that certain Second Amendment to Purchase and Sale Agreement dated
January 21, 2004 (collectively, 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. INSPECTION PERIOD. Notwithstanding anything to the contrary
contained in the Purchase Agreement, the Inspection Period as provided in
Section 9A of the Purchase Agreement and amended by the Second Amendment to
Purchase and Sale Agreement shall be extended through 5:00 p.m. (Chicago,
Illinois time) on January 23, 2004.
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: 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: __________________________________
__________________________________ Barry L. Haase
Name:_____________________________ 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
LARGO, LTD.
__________________________________ By: DIVERSIFIED INVESTMENTS - SHANGRI-LA,
Name:_____________________________ INC., a Delaware corporation, as its
__________________________________ General Partner
Name:_____________________________
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:_______________________________
__________________________________ Barry L. Haase
Name:_____________________________ 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: __________________________________
__________________________________ 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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