FIRST AMENDMENT TO PURCHASE AGREEMENT
FIRST AMENDMENT TO PURCHASE
AGREEMENT
THIS FIRST AMENDMENT TO PURCHASE
AGREEMENT (the "Amendment") is made as of June 30, 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 “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 Due Diligence Period,
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 agree to extend the Due Diligence
Period. In connection therewith, Section 2(b) of the Agreement
is hereby amended by deleting the following language beginning on the
fifth line: “the sixtieth (60th)
day after the Effective Date (or, if the sixtieth (60th)
day after the Effective Date is not a Business Day, on or before the first
Business Day thereafter) (the “Due Diligence Termination
Date”)”. In lieu of the deleted language above, the following
is hereby substituted in Section 2(b) of the Agreement: “July
10, 2008 (the “Due Diligence Termination
Date”). Notwithstanding such extension, as evidence of its good
faith continued pursuit of this transaction, Purchaser agrees to post the
Additional Deposit on July 1, 2008.
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3.
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Pond Easement
Agreement. Purchaser hereby elects, pursuant to Section
3A(f) of the Agreement, to develop and construct improvements on the Land
utilizing the Non-Pond Concept Development
Plans.
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4.
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Conditions
Precedent. Seller and Purchaser agree to extend the
deadline by which the form and substance of the Pond Easement Agreement,
the Proffer Allocation and
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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 are hereby amended to provide that Seller and
Purchaser shall have until July 31, 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 before July 31, 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. ]
-2-
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/ XXXXXX X.
XXXXXXXXX
Name: Xxxxxx X.
Xxxxxxxxx
Title: Manager
Date of
Signing: ______________, 2008
PURCHASER
NATIONAL
RURAL UTILITIES COOPERATIVE FINANCE CORPORATION
By: ___________________________________
Name:______________________________
Title:_______________________________
Date of
Signing: ________________, 2008
-3-
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/ XXXXXX X.
XXXXXXXXX
Name: Xxxxxx X.
Xxxxxxxxx
Title: Manager
Date of
Signing: ______________, 2008
PURCHASER
NATIONAL
RURAL UTILITIES COOPERATIVE FINANCE CORPORATION
By: /s/ XXXX X XXXXX
Name:
Xxxx X. Xxxxx
Title:
Senior Vice
President
Date of
Signing: June 30,
2008
