SECOND AMENDMENT TO PURCHASE AGREEMENT
SECOND AMENDMENT TO PURCHASE
AGREEMENT
THIS SECOND AMENDMENT TO PURCHASE
AGREEMENT (the "Amendment") is made as of July 29, 2008, by and between (i) DTC PARTNERS, LLC, a Virginia
limited liability company (“Seller”), and (ii) NATIONAL RURAL UTILITIES COOPERATIVE
FINANCE CORPORATION, a District of Columbia cooperative
association (“Purchaser”).
RECITALS:
A. Seller
and Purchaser entered into that certain Purchase Agreement dated May 2, 2008
(the “Original Agreement”), as amended by that certain First Amendment to
Purchase Agreement dated June 30, 2008 (the “First Amendment”, and collectively,
the “Agreement”), by which Seller agreed to sell and Purchaser agreed to
purchase either the Option 1 Parcel (as defined in the Agreement) or the Option
2 Parcel (as defined in the Agreement), constituting a part of approximately
189.51 acres of unimproved land owned by Seller located near the intersection of
Xxxxx 0 xxx Xxxxx 00 xx Xxxxxxx Xxxxxx, Xxxxxxxx comprising a portion of the
"Dulles Town Center Project" and known as Tax Map 80-102A (GPIN No.
###-##-####), all as more particularly described in the Agreement.
B. Seller
and Purchaser desire to amend the Agreement to extend the period to agree on the
term of the Pond Easement agreement, the Proffer Allocation and
Infrastructure Agreement and the Century Boulevard Easement Agreement, among
other things, as more fully set forth in this Amendment.
AGREEMENT:
NOW,
THEREFORE, in consideration of the mutual rights and obligations hereunder,
Seller and Purchaser hereby agree as follows:
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1.
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Agreement. The
parties agree that the Agreement is in full force and effect, unamended
except as expressly set forth in this Amendment. All defined
terms used herein and not otherwise defined shall have the meanings given
them in the Agreement.
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2.
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Due Diligence
Period. Seller and Purchaser acknowledge that the Due Diligence
Period expired on July 10, 2008.
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3.
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Conditions
Precedent. Seller and Purchaser agree to further extend
the deadline by which the form and substance of the Pond Easement
Agreement, the Proffer Allocation and Infrastructure Agreement and the
Century Boulevard Easement Agreement, are to be finalized. In
connection therewith, and notwithstanding any other provisions in the
Agreement to the contrary, Sections 9(i), 9(k) and 9(m) of the Agreement,
as previously amended by the First Amendment, are hereby amended to
provide that Seller and Purchaser shall have until August 12, 2008 to
agree on the form and substance of (i) the Pond Easement Agreement, (ii)
the Proffer Allocation and Infrastructure Agreement and (iii) the Century
Boulevard Easement Agreement. If Seller and Purchaser, acting
in good faith, are unable to agree on the form and substance of the
aforesaid agreements on or
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before
August 12, 2008, then either party may terminate the Agreement, in its
sole and absolute discretion, by giving the other party and the Escrow
Agent written notice thereof and the Agreement shall terminate effective
on the date of such written notice. If a termination notice is
timely delivered in accordance with this Section 3, the Escrow Agent shall
promptly return the Initial Deposit and the Additional Deposit to
Purchaser and the Agreement shall be terminated as provided for in Section
3(d) of the Agreement.
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5.
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Ratification. Except
as specifically modified herein, all terms and conditions of the Agreement
are hereby ratified by the parties hereto and shall remain in full force
and effect. In the event that any terms of this Amendment shall
conflict with the terms of the Agreement, the terms of this Amendment
shall prevail. All references herein to the “Agreement” shall
mean the Agreement as amended by this Amendment. All terms used herein and
not otherwise defined herein, shall have the same meanings as when used in
the Agreement. This Amendment may be executed in counterparts and/or with
counterpart signature pages, all of which together shall constitute a
single agreement.
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[Signatures
on following page. ]
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IN WITNESS WHEREOF, the
undersigned parties have executed this Amendment as of the day and year first
above stated.
SELLER
DTC
PARTNERS, LLC
By:
Xxxxxx Enterprises, LLC, its
Authorized
Member
By: /s/ XXXX X. XXXXXX
Name: Xxxx X. Xxxxxx
Title: Manager
Date of
Signing: August 1,
2008
PURCHASER
NATIONAL
RURAL UTILITIES COOPERATIVE FINANCE CORPORATION
By: /s/ XXXX X. XXXXX
Name:
Xxxx X. Xxxxx
Title:
Senior Vice
President
Date of
Signing: July 29,
2008
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