Exhibit 3
FIRST AMENDMENT TO PURCHASE AND SALE AGREEMENT
THIS FIRST AMENDMENT TO PURCHASE AND SALE AGREEMENT (the "Amendment") is
made as of the 11th of day of June, 2003 by and between THE TC-WOODMOOR COMPANY,
a Maryland general partnership ("Seller"), and XXXXXX REALTY HOLDINGS, INC., a
Massachusetts corporation ("Purchaser").
RECITALS:
A. By Purchase and Sale Agreement dated as of May 15, 2003 (the
"Agreement"), Seller agreed to sell to Purchaser and Purchaser agreed to
purchase from Seller certain Land, improvements and other assets known as the
Charlesmont Apartments situated in the Second Election District of Baltimore
County, Maryland.
B. Under the provisions of Article III of the Agreement, Purchaser has the
right during the Inspection Period to enter upon the Property and perform
certain inspections. If during the Inspection Period Purchaser determines that
the Property is not suitable for its purposes, Purchaser has the right to
terminate the Agreement by following the procedures for termination specified in
Section 3.2 thereof.
C. Purchaser has identified certain items of maintenance or repair which,
in its opinion, detract from the value of the Property. Accordingly, Purchaser
has requested, and Seller has agreed to, a reduction in the purchase price (as
specified Section 1.5 of the Agreement) of the Property. In return for such
reduction, Purchaser has agreed to waive any right of termination pursuant to
Section 3.2 of the Agreement and to immediately make the deposit with the Escrow
Agent of the Xxxxxxx Money.
AGREEMENTS:
NOW, THEREFORE, in consideration of the foregoing and their mutual
covenants and agreements herein contained, the parties, in amendment of the
Agreement, hereby agree as follows:
1. CAPITALIZED TERMS. All terms with leading capitals used in this
Amendment and not otherwise defined shall have the respective meanings ascribed
thereto in the Agreement.
2. PURCHASE PRICE. Section 1.5 of the Agreement hereby is amended in its
entirety to read as follows:
1.5 PURCHASE PRICE. Seller is to sell and Purchaser is to purchase the
Property for a total of Seventeen Million One Hundred Twenty-Seven Thousand
Five Hundred Dollars ($17,127,500).
3. XXXXXXX MONEY. Notwithstanding anything to the contrary in Section 1.7
of the Agreement, Purchaser shall deposit the Xxxxxxx Money with the Escrow
Agent in good funds, by federal wire transfer, on or before June 12, 2003.
4. RIGHT OF TERMINATION. Purchaser hereby waives and relinquishes any
further right to terminate the Agreement pursuant to Section 3.2 thereof.
Nothing in this Paragraph 4 shall be deemed to affect any other rights of
termination which Purchaser may have under other Sections of the Agreement.
5. FULL FORCE AND EFFECT. Except as amended hereby, the Agreement remains
in full force and effect as of the date hereof.
6. BINDING AGREEMENT. This Amendment shall be binding upon and shall inure
to the benefit of the parties hereto and their respective successors and
permitted assigns.
IN WITNESS WHEREOF, the parties hereto have duly executed this Amendment as
of the date and year first above written.
SELLER:
THE TC-WOODMOOR COMPANY, a Maryland general
partnership
By: The TC Property Company, a Maryland general
partnership, General Partner
By: The TC Operating Limited Partnership, a
Maryland limited partnership, General
Partner
By: The Town and Country Trust, a
Maryland real estate investment
trust, General Partner
By: /s/ Xxxxxx X. Xxxxxx
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Xxxxxx X. Xxxxxx, Executive
Vice President and Co-Chief
Operating Officer
BUYER:
XXXXXX REALTY HOLDINGS, INC., a Massachusetts
corporation
By: /s/ Xxxx X. Xxxxxx
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Name: Xxxx X. Xxxxxx
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Title: Vice President
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