EXHIBIT 6.12.2
FOURTH AMENDED MEMORANDUM OF OPTION AGREEMENT
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THIS FOURTH AMENDED MEMORANDUM OF OPTION AGREEMENT (this "Fourth Amended
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Memorandum") is made and entered into as of this 26th day of January, 1999 by
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and between XXXXXXX PRESERVATION, INC., a Florida corporation ("Optionor"), and
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BLUE RIBBON COMMUNITIES LIMITED PARTNERSHIP, a Delaware limited partnership
("Optionee").
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W I T N E S S E T H:
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WHEREAS, Xxxxxxx Preservation, Inc., a Florida corporation ("MPI-1") and
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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, by that certain Second Amendment to Option Agreement dated as of August
19, 1998 and by that certain Third Amendment to Option Agreement dated as of
December 14, 1998 (the "Option Agreement") with respect to certain real property
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(together with all improvements thereon, the "Property") located at the
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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;
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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, an Amended Memorandum of Option
Agreement dated as of March 30, 1998 was recorded on May 14, 1998 in Official
Records Book 10403, Page 104 of the Public Records of Palm Beach County,
Florida, a Second Amended Memorandum of Option Agreement dated as of August 19,
1998 was recorded on September 3, 1998 in Official Records Book 10620, Page 1342
of the Public Records of Palm Beach County, Florida and a Third Amended
Memorandum of Option Agreement dated as of December 14, 1998 was recorded on
________, 1998 in Official Records Book _____, page ____ 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 Fourth Amendment to Option Agreement of even date
herewith (the "Amendment"); and
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WHEREAS, Optionor and Optionee have agreed to enter into this Fourth
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
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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
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time during the period commencing May 1, 1999 and ending at 5:30 p.m. on May 31,
1999; provided that the Option will expire and become ineffective if, by May 1,
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1999, the Closing Date (as defined in the General Partnership Agreement of The
Xxxxxxx Resort Partnership dated as of September 30, 1998 by and between
Optionor and Optionee) has occurred and capital contributions to be made thereon
shall have been made. The Option may be exercised by Optionee by written notice
to Optionor.
2. Transfer of Option. Optionee has the absolute right and authority to
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assign its rights under the Option Agreement, as amended by the Amendment, to
its Affiliate, as defined in the Option Agreement.
3. Notice. The sole purpose of this Fourth Amended Memorandum is to give
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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
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this Fourth Amended Memorandum shall be binding upon and inure to the benefit of
the parties hereto and their respective successors and assigns.
5. Counterparts. This Fourth Amended Memorandum may be executed in two or
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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 Fourth
Amended Memorandum.
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IN WITNESS WHEREOF, the parties hereto have executed this Fourth Amended
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 corporation,
General Partner
By: /s/ Xxxxx X. Xxxx
Name: Xxxxx X. Xxxx
Title:Vice President/Assoc. General Counsel
WITNESS: OPTIONOR:
/s/ XXXXXXX PRESERVATION, INC., a Florida
----------------------- corporation
WITNESS:
By: /s/ Xxxxxxx XxXxxx
/s/ Name: Xxxxxxx XxXxxx
----------------------- Title:President
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__________________________
)
STATE OF ILLINOIS ) ss:
)
XXXX COUNTY )
__________________________)
The foregoing instrument was acknowledged before me this ___ day of January,
1999, 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 January,
1999, 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:
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EXHIBIT A
LEGAL DESCRIPTION
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PARCEL 1
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From the center of Xxxxxxx 0, Xxxxxxxx 00 Xxxxx, Xxxxx 43 East, Palm Beach
County, Florida; thence N.0 degrees 30'10"E. along the North-South quarter line
of the said Section 5 a distance of 275 feet to the point of beginning; thence
continue N. 0 degrees 30'10"E. Along the said North-South quarter line a
distance of 1050.85 feet to a point, thence S.89 degrees 51'42"W. a distance of
1323.60 feet to a point; thence S.0 degrees 46'20"W. a distance of 1252.40 feet
to a point in the Northerly right-of-way line of PGA Boulevard, as now laid out
and in use; thence S.89 degrees 07'28"E. along said northerly right-of-way line
a distance of 789.81 feet to a point; thence N.0 degrees 30'10 E. a distance at
225 feet to a point; thence S.89 degrees 07' 28"E. a distance of 540 feet to the
point of beginning.
PARCEL 2
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The South 6360 feet of the North one-half of the Southwest quarter at the
Northwest quarter, of Section 0, Xxxxxxxx 00 Xxxxx, Xxxxx 43 East, Palm Beach
County, Florida.
TOGETHER WITH:
The North ten feet of the South 646 Feet of the North half of the Southwest
quarter of the Northwest quarter; and, the North ten feet of the South half of
the Southwest quarter of the Northwest quarter; Xxxxxxx 0, Xxxxxxxx 00 Xxxxx,
Xxxxx 00 Xxxx, Xxxx Xxxxx Xxxxxx, Xxxxxxx.
