FIRST AMENDMENT TO PURCHASE AGREEMENT
FIRST
AMENDMENT TO PURCHASE AGREEMENT
THIS
FIRST AMENDMENT TO PURCHASE
AGREEMENT (the “First Amendment”) is made by and between ST. XXXXXXX COMMUNITY,
LLC, a Delaware limited liability company (hereinafter referred to as “Seller”)
and U.S. HOME CORPORATION, a Delaware corporation (hereinafter referred to
as
“Purchaser”), this 20th day of June, 2006.
RECITALS
R-1. Seller
and Purchaser are parties to that Purchase Agreement, dated March 4, 2004 (the
“Contract”), for the purchase and sale of certain property located within the
Fairway Village section of the St. Xxxxxxx project, in Xxxxxxx County, Maryland,
as more particularly described therein (the “Property”).
R-2. Seller
and Purchaser desire to amend certain terms of the Contract as set forth
herein.
NOW,
THEREFORE, for Ten Dollars
($10.00) cash in hand paid, and the mutual promises and covenants set forth
herein, and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged by Seller and Purchaser, Seller
and
Purchaser hereby agree as follows:
1. Incorporation
of Recitals. Each of the recitals set forth above is hereby
incorporated by references as if set forth fully at this point in this First
Amendment.
2. Defined
Terms. Capitalized terms used in this First Amendment and not
defined herein shall have the meaning ascribed to them in the
Contract.
3. Payment
of Purchase Price. Paragraph 1.02 of the Contract sets the
purchase price of the Lots at 30% of the “selling price” of the homes to be
constructed by Purchaser on each respective Lot. However, the
“selling price” of homes is often not known at the time of Closing on the Lots
under the Contract. Therefore, Seller and Purchaser agree that, with
respect to single family detached Lots (including Lots which are subject to
the
“Everything’s Included” program as described in Xxxxxxxxx 0 xxxxx), Xxxxxxxxx
shall pay Seller the sum of One Hundred Thirty Thousand and No/100 Dollars
($130,000.00) for each Lot and the time of Closing thereon. Within
thirty-five (35) days following closing by Purchaser on the sale of the
completed home located on each respective Lot, Purchaser shall give Seller
written notice of the “selling price” of such home, and shall pay to Seller any
amount of purchase price for such Lot in excess of $130,000.00, based upon
the
“selling price” of the home constructed thereon. In the event the
purchase price of any such Lot would have been less than $130,000.00, based
upon
the “selling price” of the home constructed thereon, Seller shall refund the
amount of any overpayment to Purchaser within thirty-five (35) days after
receipt of such written notice from Purchaser. The obligations
described in this paragraph shall survive Closing on each of the
Lots.
4. Calculation
of Purchase Price for “Everything’s Included” Homes. Seller and Purchaser
acknowledge that Purchaser has commenced marketing homes under an “Everything’s
Included” program, whereby improvements which are customarily sold as upgrades
or optional features are included in the base sale price of
homes. For all single-family detached homes sold by Purchaser under
its “Everything’s Included” program, or any equivalent program, (i) the gross
selling price, including all options and upgrades, and including all
consideration paid for the house, shall be shown in total on line 101 of the
HUD-1 Settlement Statement for each closing, and (ii) the purchase price to
be
paid to Seller by Purchaser for the affected Lots will be calculated as follows:
total selling price of the home as shown on Line 101 of the HUD-1 settlement
statement, or on any other applicable part of the HUD-1 settlement statement
minus $50,000.00, multiplied by 30%. For purposes of this Section 4
of this First Amendment, “selling price” shall not have the meaning as defined
and described in Section 1.02 of the Contract.
5. Temporary
Purchase Price Modification. Commencing with the first home sale
settled on by Purchaser after March 1, 2006 and continuing through and including
the 45th home
sale settled on by Purchaser after March 1, 2006, the purchase price of the
Lots
upon which such homes are constructed shall be calculated at the rate of
thirty-one percent (31%) of the “selling price” of such homes, rather than
30%. Commencing with the 46th home sale
settled
on by Purchaser after March 1, 2006, the purchase price of the Lots shall revert
to being 30% of the “selling price” of the home constructed
thereon.
6. Effect
of Amendment. Except as expressly modified by the
terms and provisions of this First Amendment, the Contract shall remain in
full
force and effect and binding upon Seller and Purchaser.
7. Counterparts. This
First Amendment may be executed in counterparts, each of which shall be deemed
an original and all of which together shall constitute one and the same
instrument.
(SIGNATURES
APPEAR ON FOLLOWING PAGE)
IN
WITNESS WHEREOF, the said parties
have hereunto set their hands and seals.
SELLER:
ST.
XXXXXXX COMMUNITY,
LLC
By:
/s/
Xxxxx X.
Xxxxx
Name:
Xxxxx X. Xxxxx
Its:
President
Date:
June 20, 2006
PURCHASER:
U.S.
HOME
CORPORATION
By:
/s/
Xxxxxx X.
Xxxxxx
Name:
Xxxxxx X. Xxxxxx
Its: Division
President
Date:
June 8, 2006