exv10w21



 






Exhibit 10.21




SECOND AMENDMENT TO LOT PURCHASE AGREEMENT




     THIS SECOND AMENDMENT TO LOT PURCHASE AGREEMENT (this “Second Amendment”) is hereby made and
entered into effective for all purposes and in all respects as of the 1st day of
October, 2005, by and between (i) WILDEWOOD RESIDENTIAL, LLC, a Maryland limited liability company
(“Seller”), and (ii) WILDEWOOD NEIGHBORHOODS, LLC, a Maryland limited liability company
(“Purchaser”).



RECITALS:




     A.       Seller and Purchaser have previously entered into a certain Lot Purchase
Agreement dated effective January 20, 2004, as amended by a certain First Amendment to Lot
Purchase Agreement dated as of January 25, 2005 (the “Contract”), with respect to the sale and
purchase of certain real property located in St. Mary’s County, Maryland, as more particularly
described in the Contract, to which reference is hereby made for all purposes.



     B.       Seller and Purchaser now desire to amend the Contract as hereinafter provided in
this Second Amendment.



     C.       Except as otherwise expressly provided herein to the contrary, all capitalized
terms used in this Second Amendment, including the foregoing Recitals, shall have the same
meanings as are attributed thereto in the Contract.



AGREEMENT:




     NOW, THEREFORE, in consideration of the premises, the mutual rights and obligations hereunder
and other good and valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, Seller and Purchaser, intending legally to be bound, hereby covenant and agree as
follows:



 









 





     1.       Purchase Price.




A.       Section 3.a of the Contract is hereby amended by the insertion of the
following new language at the end thereof:




“Schedule 1 shall be updated on an annual basis on each April 1 during the term hereof
with a new Schedule 1 to be agreed upon by Seller and Purchaser, which new Schedule 1
shall cover the period from such April 1 through March 31 and shall be based upon the
average outsale prices to homebuyers during the prior twelve (12)-month period.
Notwithstanding the foregoing, the revised Schedule 1 for the period (i) October 1,
2005 to March 31, 2006 and (ii) April 1, 2006 to March 31, 2007 are each attached
hereto as part of Exhibit A and made a substantive part hereof.”




B.       Section 3 of the Contract is hereby further amended by the insertion of the
following new Section 3.c:




“c.   In the event that twenty percent (20%) of the contract price on outsales of
Lots to homeowners is less than the Base Purchase Price theretofor paid by Purchaser
for such Lots (such difference being referred to herein as the “Base Purchase Price
Overpayment”), then, in such event, at settlement on the outsale of each such Lot,
Seller shall pay Purchaser the Base Purchase Price Overpayment, if any, with respect to
such Lot.”



     2.       Payment of Purchase Price.




A.       Section 4.b of the Contract is hereby amended by the insertion of the
following new sentence at the end thereof:




“The Base Purchase Price Overpayment, if any, for each Lot shall be paid by
Seller to Purchaser in cash, by wire transfer, title company check, or
certified funds or the equivalent at closing on such outsale to homeowners.”




B.       Section 4.c of the Contract is hereby deleted and the following new
Section 4.c is hereby inserted in lieu thereof:




“c.   As used herein, the term “Purchase Price” for any particular Lot or
Lots shall mean and refer to the Base Purchase Price, as may be (i) increased by
the Additional Purchase Price, if any, or (ii) decreased by the Base Purchase
Price Overpayment, if any.”



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     3.       Ratification and Confirmation. The Contract is hereby amended to the
extent necessary to reflect the foregoing. No other amendments or modifications to the Contract are
made or intended hereby, and the Contract, as amended by this Second Amendment, is hereby ratified
and confirmed by the parties hereto for all purposes and in all respects and shall be and remain in
full force and effect.



     IN WITNESS WHEREOF, the parties hereto have caused this Second Amendment to be executed
effective as of the date first set forth above.



	 	 	 	 	 	 	 
	WITNESS:	 	SELLER:	 	 
	 
	 	 	 	 	 	 
	 	 	WILDEWOOD RESIDENTIAL, LLC	 	 
	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Martin K. Alloy	 	 
	/s/  illegible
	 

	 	 	 	 	 	 
	 

	 	Name:
	 	Martin K. Alloy	 	 
	 

	 	 	 	 	 	 
	 

	 	Title:
	 	 Chairman	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	PURCHASER:	 	 
	 
	 	 	 	 	 	 
	WITNESS:	 	WILDEWOOD NEIGHBORHOODS, LLC
	 	 
	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Steven B. Alloy	 	 
	/s/  illegible
	 

	 	 	 	 	 	 
	 

	 	Name:
	 	Steven B. Alloy	 	 
	 

	 	 	 	 	 	 
	 

	 	Title:
	 	 President	 	 
	 

	 	 	 	 	 	 






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