1
Exhibit 10.2
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ADDENDUM NO. 1 TO CONTRIBUTION AGREEMENTS
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This Addendum, dated as of August 29, 1997, is being executed by and among:
a) MHC OPERATING LIMITED PARTNERSHIP ("MHC");
b) MOBILEPARKS WEST ("MPW");
c) JAMES L. ELLIOTT, in his capacity as Trustee of the Liquidating
Trusts (as defined below); and
d) each of the limited partnerships or joint ventures named below
(individually, an "Affiliated Partnership", and, collectively, the
"Affiliated Partnerships"):
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All Seasons Mobilehome Community
The Bluffs Mobilehome Community (d/b/a Shadowbrook)
Coralwood Mobilehome Community
Eugene Mobilepark West (d/b/a Falconwood Village)
Fairview Mobilepark West (d/b/a Quail Hollow)
Four Seasons Mobilehome Community
Kloshe Illahee Mobilehome Community
Monte del Lago Mobilehome Community
Royal Oaks Mobilehome Community
San Jose Mobilepark West #2
San Jose Mobilepark West #3
San Jose Mobilepark West #4
Sea Oaks Mobilehome Community
The Sedona Venture
Sunshadow Mobilehome Community
Villa Borega Mobilehome Community
Westwood Village Mobilehome Community
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FOR VALUABLE CONSIDERATION, the parties agree as follows:
1. PURPOSE AND INTENT. This Addendum shall supplement and amend the
following:
a) that certain Contribution Agreement (the "MPW Contribution
Agreement") dated as of August 25, 1997, by and between MPW and MHC;
and
b) those certain seventeen (17) Contribution Agreements
(individually, an "AP Contribution Agreement" and, collectively, the
"AP Contribution Agreements"), each dated as of August 25, 1997, and
one each by and between MHC on the one hand and each of the
Affiliated Partnerships, on the other hand.
2. DEFINITIONS.
a) IN GENERAL. Capitalized terms which are not otherwise defined
in this Addendum shall have the meanings attributed to them in the
MPW Contribution Agreement.
b) PARTNERSHIPS. As used herein, the term "Partnership" means, as
the context requires, MPW or any of the Affiliated Partnerships and
the term "Partnerships" shall mean MPW and each of the Affiliated
Partnerships.
c) CONTRIBUTION AGREEMENTS. As used herein, the term
"Contribution Agreement" means, as the context requires, the MPW
Contribution Agreement or any of the AP Contribution Agreement and
the term "Contribution Agreements" means the MPW Contribution
Agreement and each of the AP Contribution Agreements.
d) LIQUIDATING TRUST AGREEMENT. As used herein, the term
"Liquidating Trust Agreement" shall mean the Liquidating Trust
Agreement for a Partnership dated as of August 25, 1997, between
James Elliott, as Trustee, and such Partnership.
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e) LIQUIDATING TRUST. As used herein, the term "Liquidating
Trust" shall mean the Liquidating Trust for a Partnership created
pursuant to the Liquidating Trust Agreement for such Partnership.
f) TRUSTEE. As used herein, the term "Trustee" means James L.
Elliott in his capacity as the Trustee of each of the Liquidating
Trusts.
g) ESCROW. As used herein, the term "Escrow" means the escrow
with First American Title Insurance Company established pursuant to
the provisions of the Contribution Agreements.
3. SECTION 2.4 OF THE CONTRIBUTION AGREEMENTS. The definition of the term
"Market Price" as set forth in Section 2.4 of the MPW Contribution
Agreement and the corresponding definition in the AP Contribution
Agreements and as used in this Addendum shall be amended to mean $23.625
per OP Unit.
4. CLOSING PROCEDURE.
a) FIRST BOOK ENTRIES. At the Closing, MHC will make separate
book entries in its partnership records (individually, a "First Book
Entry" and collectively, the "First Book Entries") for each
Partnership showing such Partnership as the owner of that number of
OP Units reflected in the appropriate closing statement for such
Partnership attached to this Addendum as EXHIBIT A (and incorporated
herein by this reference). For any Partnership, this number of OP
Units (the "Initial OP Units") is the gross number of OP Units
issuable to such Partnership under the relevant Contribution
Agreement, reduced by the following:
i) as provided in the relevant Contribution Agreement,
the number of OP Units equal in value (when valued at the
Market Value) to the amount of any Mortgage Loan against the
property contributed by such Partnership to MHC pursuant to the
provisions of the relevant Contribution Agreement, and
ii) the number of OP Units redeemed by MHC (at the
Market Value) to provide such Partnership sufficient cash to
pay its share of the closing costs, prorations and other
charges under the relevant Contribution Agreement.
b) SECOND BOOK ENTRIES. At the Closing, and immediately after
making the First Book Entry, each Partnership shall, and hereby does,
assign and transfer to the Trustee of the Liquidating Trust for such
Partnership the Initial OP Units of such Partnership and MHC will
make a book entry in its partnership records (individually, a "Second
Book Entry" and collectively, the "Second Book Entries") showing the
Trustee of the Liquidating Trust for such Partnership as the owner of
the Initial OP Units for such Partnership.
c) THIRD BOOK ENTRIES AND SURRENDER FOR CASH. At the Closing, and
immediately after making the Second Book Entries, for each
Liquidating Trust:
i) the Trustee shall, and hereby does, assign and
convey to MHC, in redemption, that number of OP Units (the
"Cash Surrender OP Units") which are to be converted into cash
pursuant to elections of beneficiaries of such Liquidating
Trust made pursuant to the provisions of the relevant
Contribution Agreement (in the aggregate, the "Beneficiaries'
Cash");
ii) MHC shall pay to the Trustee of such Liquidating
Trust, at the Closing and through the Escrow, the
Beneficiaries' Cash, and
iii) In cancellation of the Second Book Entries, MHC
will make a book entry in its partnership records
(individually, a "Third Book Entry" and collectively, the
"Third Book Entries") showing the Trustee of such Liquidating
Trust as the owner of that number of OP Units equal to the
Initial OP Units issued to the Trustee for such Liquidating
Trust, reduced by the Cash Surrender OP Units (such net amount
for any Partnership being referred to as the "Net OP Units").
5. EXCHANGES OF OP UNITS FOR OP UNIT CERTIFICATES AND INSTALLMENT NOTES.
a) IN GENERAL. Under the Contribution Agreements:
i) MHC is to issue and deliver to the Trustee certain
certificates for OP Units and Installment Notes for
distributions to the beneficiaries of the Liquidating Trusts;
and
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ii) MHC is to issue and deliver to the Trustee certain
certificates for OP Units and Installment Notes for holding in
reserves to be established under the Contribution Agreements
and the Liquidating Trust Agreements.
The exchanges necessary to accomplish the following will be
made at, or in due course after, the Closing. The following
provisions of this Section are intended to set forth the
understandings of the parties regarding such exchanges.
In the event that the exchanges are not accomplished at the
Closing, then (x) 2.5% of the consideration, in whatever form, held
by the Trustee for any Partnership shall be deemed to be a part of
the "Holdback Reserve" under the relevant Contribution Agreement and
Liquidating Trust Agreement, and (y) 2.5% of the consideration, in
whatever form, held by the Trustee for any Partnership shall be
deemed to be a part of the "Secondary Reserve" under the relevant
Contribution Agreement and Liquidating Trust Agreement.
b) 95% OF THE OP UNITS. At, or in due course after the Closing
(and within the time constraints set forth in the Contribution
Agreements), and in cancellation of the book entry for 95% of the
portion of the Net OP Units which are allocable to the beneficiaries
of any Liquidating Trust who have properly elected to receive (and
who are qualified to receive) OP Units, MHC will deliver to the
Trustee of each Liquidating Trust a separate certificate for each
beneficiary of such Liquidating Trust representing 95% of such
portion of the Net OP Units issued to such Liquidating Trust which
are allocable to such beneficiary. (It is understood and agreed that
the certificate for OP Units for any beneficiary under any
Liquidating Trust who is also a beneficiary under any other
Liquidating Trust will be a consolidated certificate dated August 29,
1997, for the aggregate number of OP Units allocable to such
beneficiary from each Liquidating Trust.)
c) 5% OF THE OP UNITS. At, or in due course after the Closing
(and within the time constraints set forth in the Contribution
Agreements), and in cancellation of the book entry for 5% of the
portion of the Net OP Units which are allocable to the beneficiaries
of any Liquidating Trust who have properly elected to receive (and
who are qualified to receive) OP Units, MHC will issue and deliver to
the Trustee of each of the Liquidating Trust a single certificate for
each Liquidating Trust representing 5% of such portion of the Net OP
Units issued to such Liquidating Trust. These OP Units represent the
OP Units to be held by the Trustee in the "Holdback Reserves" and the
"Secondary Reserves" (as defined in the Liquidating Trust
Agreements). Upon final distributions of the "Holdback Reserves" and
the "Secondary Reserves, MHC will reissue and transfer any OP Units
remaining in the "Holdback Reserves" and the "Secondary Reserves" to
the beneficiaries of the Liquidating Trusts who are legally entitled
to receive such OP Units (pursuant to the Contribution Agreements)
and will issue to each such beneficiary a certificate evidencing such
beneficiary's ownership of such OP Units. (It is understood and
agreed that the certificate for OP Units for any beneficiary under
any Liquidating Trust who is also a beneficiary under any other
Liquidating Trust will be a consolidated certificate for the
aggregate number of OP Units allocable to such beneficiary from each
Liquidating Trust.)
d) 95% OF THE INSTALLMENT NOTES. In due course after the Closing
(and within the time constraints set forth in the Contribution
Agreements), and in cancellation of the book entry for 95% of the
portion of the Net OP Units which are allocable to the beneficiaries
of any Liquidating Trust who have properly elected to receive
Installment Notes, MHC will deliver to the Trustee of each
Liquidating Trusts separate Installment Notes representing, in the
aggregate, 95% of such portion of the Net OP Units issued to such
Liquidating Trust. The Installment Notes so delivered shall take the
proper forms (i.e., "interest only" or "amortizing") as elected by
the beneficiaries. Such Installment Notes will be issued to such
beneficiaries in the ratios set forth in the Election Forms executed
by such beneficiaries pursuant to the provisions of the relevant
Contribution Agreement. (It is understood and agreed that the
Installment Note for any beneficiary under any Liquidating Trust who
is also a beneficiary under any other Liquidating Trust will be a
single consolidated Installment Note for the aggregate amount of the
Installment Notes allocable to such beneficiary from each Liquidating
Trust or two consolidated Installment Notes if such beneficiary has
elected each form of Installment Note.) All of the Installment Notes
issued under this Section will be dated as of August 29, 1997 and
will bear interest from that date.
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e) 5% OF THE INSTALLMENT NOTES. In due course after the
Closing (and within the time constraints set forth in the
Contribution Agreements), and in cancellation of the book entry for
5% of the portion of the Net OP Units which are allocable to the
beneficiaries of any Liquidating Trust who have properly elected to
receive (and who are qualified to receive) Installment Notes, MHC
will issue and deliver to the Trustee of each of the Liquidating
Trusts a single "interest-only" Installment Note and a sinlge
"amortizing" Installment Note (as appropriate) for each Liquidating
Trust representing 5% of such portion of the Net OP Units issued to
such Liquidating Trust. These Installment Notes represent the
Installment Notes to be held by the Trustee in the "Holdback
Reserves" and the "Secondary Reserves" (as defined in the Liquidating
Trust Agreements). Upon final distributions of the "Holdback
Reserves" and the "Secondary Reserves" , MHC will reissue and
transfer any principal balance and accrued but unpaid interest under
Installment Notes remaining in the "Holdback Reserves" and the
"Secondary Reserves" to the beneficiaries of the Liquidating Trusts
who are legally entitled to receive such Installment Notes (pursuant
to the Contribution Agreements). Each such beneficiary will receive
a separate Installment Note for such beneficiary's allocable portion
of the remainder; provided, however, it is understood and agreed that
the Installment Note for any beneficiary under any Liquidating Trust
who is also a beneficiary under any other Liquidating Trust will be a
single consolidated Installment Note for the aggregate amount of the
Installment Notes allocable to such beneficiary from each Liquidating
Trust or two consolidated Installment Notes if such beneficiary has
elected each form of Installment Note. All of the Installment Notes
issued under this Section will be dated as of August 29, 1997 and
will bear interest from that date.
6. SCHEDULE 1 RESERVES FOR SAN JOSE MOBILEPARK WEST #1. As provided in
Schedule 1 of the Liquidating Trust for MPW, MHC is to issue to the
Trustee of the MPW Liquidating Trust certain OP Units, Installment Notes
and cash pursuant to the provisions of the Offers to Purchase Interests in
San Jose Mobileparks West #1 (the "Offers") extended by MHC to the holders
of joint venture interests in San Jose Mobilepark West J#1 (other than
MPW). Such OP Units, Installment Notes and cash are to be held by the
Trustee in the "Schedule 1 Holdback Reserve" and the "Schedule 1 Secondary
Reserve" (as defined in Schedule 1 to the MPW Liquidating Trust
Agreement). Upon final distributions of the "Schedule 1 Holdback
Reserves" and the "Secondary Reserves, MHC will:
a) reissue and transfer any OP Units remaining in the "Schedule 1
Holdback Reserve" and the "Schedule 1 Secondary Reserve" to the
former partners of San Jose Mobilepark West #1 who are legally
entitled to receive such OP Units (pursuant to the Offers)and will
issue to each such former partner a certificate evidencing such
former partner's ownership of such OP Units; and
b) reissue and transfer any Installment Notes remaining in the
"Schedule 1 Holdback Reserve" and the "Schedule 1 Secondary Reserve"
to the former partners of San Jose Mobilepark West #1 who are legally
entitled to receive such Installment Notes (pursuant to the Offers).
7. EXCHANGES OF OP UNITS. MHC agrees that, from time to time (but not more
frequently than quarterly), upon request of the Trustee of any Liquidating
Trust, MHC will redeem OP Units to enable the Trustee to pay obligations
under the Liquidating Trust Agreements. Such redemptions will be made at
the "Exchange Price" as defined below. Notwithstanding the foregoing to
the contrary, MHC will not be required to redeem any such OP Units if so
doing would be in violation of any applicable state or federal securities
laws. As used herein, the term "Exchange Price" means the closing trading
price of the Common Stock of MHC REIT on the trading day preceding the day
of redemption.
8. SAN JOSE #2, #3 AND #4.
a) JOINT VENTURES. San Jose Mobile Park West #2 ("SJ-2"), San
Jose Mobilepark West #3 ("SJ-3") and San Jose Mobilepark West #4
("SJ-4") are California joint ventures.
b) RECORD OWNERSHIP. Record ownership of the ground leases (the
"Ground Leases") for the real property on which the Communities
operated by SJ-2, SJ-3 and SJ-4 the Joint Ventures are located is
held by the joint venturers of SJ-2, SJ-3 and SJ-4, respectively, as
tenants-in-common, rather than in the names of SJ-2, SJ-3 and SJ-4.
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c) MISSING CONVEYANCE DOCUMENTS. Not all of such joint venturers
in SJ-2, SJ-3 and SJ-4 have delivered all of the required documents
of conveyance (the "Conveyance Documents") in favor of MHC for their
interests in the relevant Ground Leases. Attached hereto as EXHIBIT
B (and incorporated herein by this reference) is a listing of:
i) the names of those joint venturers in SJ-2, SJ-3
and SJ-4 who have not delivered the required Conveyance
Documents (the "Non-Conveying Joint Venturers");
ii) the Conveyance Documents required of each
Non-Conveying Joint Venturer;
iii) the percentage interests in the relevant Ground
Leases held by each Non-Conveying Joint Venturer (the "Missing
Percentages"); and
iv) the number of OP Units allocable to the interest of
each Non-Conveying Joint Venturer.
d) DELIVERY OF CONSIDERATION. Notwithstanding the Missing
Percentages, MHC has agreed to deliver to SJ-2, SJ-3 and SJ-4, at
the Closing, the total number of OP Units issuable under the
Contribution Agreements for SJ-2, SJ-3 and SJ-4. In consideration of
MHC's agreement to deliver such OP Units despite the Missing
Percentages, each of SJ-2, SJ-3 and SJ-4 agrees as follows:
i) SPECIAL HOLDBACK. Notwithstanding anything to the
contrary contained in the Liquidating Trust Agreements for
SJ-2, SJ-3 and SJ-4 or in the AP Contribution Agreement for
SJ-2, SJ-3 and SJ-4, each of SJ-2, SJ-3 and SJ-4 and the
Trustee for the Liquidating Trusts for SJ-2, SJ-3 and SJ-4,
agrees that, the consideration allocable to each Non-Conveying
Joint Venturer, whether in the form of OP Units, cash or
Installment Notes, together with any interest or distributions
thereon (collectively, the "Allocable Consideration") which
would otherwise be distributable to such Non-Conveying Joint
Venturer (under this Addendum, under the relevant Liquidating
Trust Agreement or otherwise) shall be held in the appropriate
Liquidating Trust (and not distributed to or for the benefit of
such Non-Conveying Joint Venturer) until such time, if ever, as:
a) the Conveyance Documents for such
Non-Conveying Joint Venturer are delivered to MHC, or
b) the interest of such Non-Conveying
Joint Venturer in the Ground Lease is otherwise conveyed
to MHC.
ii) BEST EFFORTS. Through and including Tuesday,
September 16, 1997:
a) SJ#2 shall use its best efforts to
obtain and deliver the Conveyance Documents from those of
the Non-Conveying Joint Venturers who are joint venturers
in SJ#2.
b) SJ#3 shall use its best efforts to obtain the Conveyance
Documents from those of the Non-Conveying Joint Venturers
who are joint venturers in SJ#3.
c) SJ#4 shall use its best efforts to
obtain the Conveyance Documents from those of the
Non-Conveying Joint Venturers who are joint venturers in
SJ#4.
iii) ARBITRATION. In the event that, by the close of
business on Tuesday, September 16, 1997, any of the Conveyance
Documents have not been obtained and delivered from any
Non-Conveying Joint Venturer, SJ-2, SJ-3 or SJ-4, as
appropriate, shall, at its sole cost and expense, promptly
commence, and diligently prosecute to completion an arbitration
action under the relevant joint venture agreement to compel
such Non-Conveying Joint Venturer to deliver such Conveyance
Documents. MHC shall have the right, at its sole cost and
expense, to observe and (at MHC's election) to participate in
any and all arbitration proceedings.
iv) LITIGATION. In the event that SJ#2, SJ#3 or SJ#4
is unsuccessful in any arbitration under the proceeding
section, and should MHC elect to commence litigation against
the relevant Non-Conveying Joint Venturer:
a) to attempt to compel the delivery of
the relevant Conveyance Documents, or
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b) to partition the leasehold estate under
the relevant Ground Lease,
then SJ#2, SJ#3 or SJ#4, as appropriate, shall defend,
indemnify and hold harmless MHC and its affiliates from all
claims, actions, causes of action, damages, judgments, costs and
expenses (including, without limitation, reasonable attorneys'
fees) incurred in such litigation. In the event that MHC is
unsuccessful in any such litigation, the Trustee for the
relevant Liquidating Trust shall immediately return to MHC the
relevant Allocable Consideration.
v) TITLE AND RECORDING FEES. The costs for recording
any Conveyance Documents and for an appropriate update or
endorsement to the title insurance policy issued to MHC for the
relevant Community showing ownership of the relevant Missing
Percentage vested in MHC (subject only to exceptions included
in the original title insurance policy and any exceptions first
arising after the date and time of the Closing) shall be paid
by the Trustee for the relevant Liquidating Trust.
vi) RETURN OF ALLOCABLE CONSIDERATION. At any time
after Tuesday, September 16, 1997, MHC may instruct SJ#2, SJ#3
or SJ#4, as appropriate, that it no longer desires (a) to
require SJ#2, SJ#3 or SJ#4, as appropriate, to pursue the
arbitration referred to above or (b) to pursue, on its own
behalf, the litigation referred to above. In such a case, the
Trustee for the relevant Liquidating Trust shall immediately
return to MHC the Allocable Consideration.
vii) LIMITATION ON OBLIGATIONS. This section sets for
the entire obligations of SJ#2, SJ#3 and SJ#4 with respect to
the failure to deliver the Conveyance Documents from the
Non-Conveying Joint Venturers.
9. TRUSTEE LIABILITY. The parties hereto acknowledge and agree that, so
long as the Trustee performs his obligations under this Addendum in good
faith, he shall have no personal liability (beyond the assets of the
relevant Liquidating Trust) for any matters arising under or in connection
with this Addendum or the performance of his duties hereunder.
10. COUNTERPARTS AND FACSIMILES. This Addendum may be executed in
counterparts and facsimile signatures to this Addendum shall be as
effective as original signatures.
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11. RATIFICATION. As supplemented by this Addendum, each of the parties
hereto ratifies and confirms the terms and provisions of the Contribution
Agreements.
IN WITNESS WHEREOF, the parties hereto have executed this Addendum as of August
25, 1997.
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ALL SEASONS MOBILEHOME COMMUNITY, a California limited partnership
THE BLUFFS MOBILEHOME COMMUNITY, a California limited partnership
CORALWOOD MOBILEHOME COMMUNITY, a California limited partnership
EUGENE MOBILEPARK WEST, a California limited partnership
FAIRVIEW MOBILEPARK WEST, a California joint venture
FOUR SEASONS MOBILEHOME COMMUNITY, a California limited partnership
KLOSHE ILLAHEE MOBILEHOME COMMUNITY, a California limited partnership
MONTE DEL LAGO MOBILEHOME COMMUNITY, a California limited partnership
ROYAL OAKS MOBILEHOME COMMUNITY, a California limited partnership
SAN JOSE MOBILEPARK WEST #2, a California joint venture
SAN JOSE MOBILEPARK WEST #3, a California joint venture
SAN JOSE MOBILEPARK WEST #4, a California joint venture
SEA OAKS MOBILEHOME COMMUNITY, a California joint venture
THE SEDONA VENTURE, a California limited partnership
SUNSHADOW MOBILEHOME COMMUNITY, a California limited partnership
WESTWOOD VILLAGE MOBILEHOME COMMUNITY, a California limited partnership
VILLA BOREGA MOBILEHOME COMMUNITY, a California limited partnership
BY: MOBILEPARKS WEST, a California limited partnership, a general partner in
each of the above limited partnership or joint ventures, for and on behalf of
each of the above limited partnerships or joint ventures
By: Western Mobileparks, Inc.,
General Partner
By
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Roger Howard, President
By: Third Partner, Inc.,
General Partner
By
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Joe Sperske, Secretary
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MOBILEPARKS WEST, a California limited MHC OPERATING LIMITED PARTNERSHIP,
partnership an Illinois limited partnership
By: Western Mobileparks, Inc., By: Manufactured Homes Communities,
General Partner Inc., General Partner
By By
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Roger Howard, President Its
--------------------------
By: Third Partner, Inc.,
General Partner
By
----------------------
Joe Sperske, Secretary
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James L. Elliott, in his capacity as the Trustee
of each of the Liquidating Trusts
================================================
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EXHIBIT A
CLOSING STATEMENTS
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EXHIBIT B
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JOINT VENTURE JOINT VENTURER MISSING PERCENTAGE
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San Jose #2 Leo Woods 2.0%
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San Jose #2 Laurence Snow 5.0%
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San Jose #3 Lydia McCain 5.0%
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San Jose #4 Dale McBrier 3.0%
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San Jose #4 Fred P. McBrier 3.0%
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San Jose #4 Wayne Garcia 1.7%
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San Jose #4 Gary Garcia
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San Jose #4 Karen Maldanado
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======================================================================================================
CONVEYANCE DOCUMENTS WITHHELD OP UNITS
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Spousal Consent or Spousal Power of Attorney 4,212
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Power of Attorney or Assignment, FIRPTA Affidavit and Transfer Tax Affidavit 7,370
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Power of Attorney or Assignment, FIRPTA Affidavit and Transfer Tax Affidavit 11,768
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Spousal Consent or Spousal Power of Attorney 6,278
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Spousal Consent or Spousal Power of Attorney 6,278
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1. Power of Attorney or Assignment, FIRPTA Affidavit and Transfer Tax Affidavit 1,421
2. Spousal Consent or Spousal Power of Attorney, if married
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1. Power of Attorney or Assignment, FIRPTA Affidavit and Transfer Tax Affidavit 1,421
2. Spousal Consent or Spousal Power of Attorney, if married
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1. Power of Attorney or Assignment, FIRPTA Affidavit and Transfer Tax Affidavit 1,421
2. Spousal Consent or Spousal Power of Attorney, if married
======================================================================================================
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