secondamendment.htm


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    SECOND
      AMENDMENT TO PURCHASE AGREEMENT

    AND
      TO DEVELOPMENT AGREEMENT

    


    This
      SECOND AMENDMENT TO PURCHASE AGREEMENT AND TO DEVELOPMENT AGREEMENT
      (the “Second Amendment”) is made this 31st day of December, 2007, by
      and between St. Charles Community, LLC, a Delaware limited liability company
      (“Seller/Developer”), and U.S. Home Corporation, a Delaware corporation
      (“Purchaser/Builder”).

    


    WITNESSETH:

    


    WHEREAS,
      Seller/Developer and Purchaser/Builder are parties to a certain Purchase
      Agreement dated March 4, 2004, as amended by a certain First Amendment to
      Purchase Agreement dated June 20, 2006 (collectively, the “Contract”), for the
      purchase and sale of certain property located within the Fairway Village section
      of the St. Charles Planned Unit Development project in Charles County, Maryland,
      as more particularly described in the Contract (the “Property”);
      and

    


    WHEREAS, Seller/Developer
      and Purchaser/Builder are also parties to a certain Development Agreement dated
      March 4, 2004, as amended by a certain First Amendment to Development Agreement
      dated September 20, 2004 (collectively, the “Development Agreement”), whereby
      Seller/Developer and Purchaser/Builder have made certain agreements with respect
      to the development of infrastructure for the Property in connection with the
      purchase of residential Lots in the Property by the Purchaser/Builder under
      the
      Contract; and

    


    WHEREAS,
      Seller/Developer and Purchaser/Builder desire to amend and modify certain terms
      of the Contract and the Development Agreement as more particularly set forth
      below in this Second Amendment.

    


    NOW,
      THEREFORE, in
      consideration for the mutual promises and covenants of the parties, and other
      good and valuable consideration, the receipt and sufficiency of which are hereby
      acknowledged, Seller/Developer and Purchaser/Builder hereby agree as
      follows:

    


    1.           Incorporation
      of Recitals.  Each of the recitals set forth above are
      hereby incorporated by reference as if set forth fully at this point in this
      Second Amendment.

    


    2.           Defined
      Terms.  Capitalized terms used and not defined in this
      Second Amendment shall have the meanings ascribed to them in the Contract and
      the Development Agreement.

    


    3.           December
      2007 Lot Takedown and Initial 2008 Lot Takedown Prior to June 1,
      2008.  On or before December 31, 2007, time being of the
      essence, Purchaser/Builder shall purchase and settle under the Contract and
      Development Agreement, a number of Lots in the Property, being approximately
      51
      Lots, with an aggregate base purchase price under the Contract of Three Million
      Seven Hundred Seventy-Eight Thousand Dollars ($3,778,000.00) (the “December 2007
      Takedown”).  On or before June 1, 2008, time being of the essence,
      Purchaser/Builder shall purchase and settle under the Contract and Development
      Agreement, a number of Lots in the Property, being approximately 49 Lots (which,
      together with the December 2007 Takedown, shall not exceed 100 Lots), with
      an
      aggregate base purchase price under the Contract of Three Million Seven Hundred
      Twenty-Two Thousand Dollars ($3,722,000.00) (the “Initial 2008
      Takedown”).  For purposes of this Section, the aggregate base purchase
      price of the December 2007 Takedown and the Initial 2008 Takedown shall be
      determined by the minimum Lot prices set forth in Section 4 below in this Second
      Amendment.  Seller/Developer represents that there is, as of the date
      of this Second Amendment, a sufficient number of Lots finished in accordance
      with the Development Agreement so as to be ready for closing in accordance
      with
      the December 2007 Takedown and the Initial 2008 Takedown to allow the
      Purchaser/Builder to acquire Lots with an aggregate base purchase price of
      Seven
      Million Five Hundred Thousand Dollars ($7,500,000.00).  The parties
      acknowledge that, prior to the execution of this Second Amendment,
      Seller/Developer has provided Purchaser/Builder with information regarding
      available Lots in the Property for settlement in accordance with the December
      2007 Takedown and the Initial 2008 Takedown.  The December 2007
      Takedown and the Initial 2008 Takedown shall otherwise be on all terms and
      conditions set forth in the Contract and the Development
      Agreement.  Upon settlement of the December 2007 Takedown on or before
      December 31, 2007, Seller/Developer acknowledges that Purchaser/Builder will
      have satisfied the takedown requirements of the Contract for calendar year
      2007.  The Initial 2008 Takedown may be in one or more settlements,
      provided that all such settlements are completed prior to June 1, 2008, time
      being of the essence.

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

    4.           Temporary
      Purchase Price Modification. The final purchase price of Lots
      purchased by the Purchaser/Builder in the December 2007 Takedown and the Initial
      2008 Takedown shall be 22.5% of the “selling price” of homes constructed on such
      Lots by the Purchaser/Builder, rather than 30%, provided that this temporary
      purchase price reduction shall not apply to Lots purchased by the
      Purchaser/Builder under the Contract and Development Agreement prior to December
      1, 2007.  The minimum price paid by the Purchaser/Builder under the
      Contract for Lots shall be Seventy-Eight Thousand Dollars ($78,000.00) for
      single family building Lots and Sixty-Eight Thousand Dollars ($68,000.00) for
      townhome building Lots.   The foregoing provisions of this
      Section 4 shall apply only to Lots purchased by the Purchaser/Builder in the
      December 2007 Takedown and the Initial 2008 Takedown.  From and after
      the December 2007 Takedown and the Initial 2008 Takedown, the final purchase
      price for Lots purchased in the Property by the Purchaser/Builder shall revert
      to that shown and set forth in the Contract and Development
      Agreement.  The timing of calculation and basis or formula for
      calculation of the final purchase price of Lots is not modified by this
      Amendment, and shall be as set forth in the Contract and the Development
      Agreement, whether for the Lots purchased in the December 2007 Takedown or
      the
      Initial 2008 Takedown and subject to this temporary purchase price reduction,
      or
      for Lots purchased under the pricing terms of the Contract and Development
      Agreement and not a part of the December 2007 Takedown or the Initial 2008
      Takedown.  The base purchase price, minimum purchase price and
      percentage used to determine total purchase price for Lots purchased prior
      to
      December 1, 2007, shall be as set forth on Exhibit A, attached hereto and
      made a part hereof, and shall be in no event less than the minimum prices shown
      on Exhibit A.

    


    5.           Effect
      of Amendment.  Except as expressly modified by the terms
      and provisions of this Second Amendment, the Contract and the Development
      Agreement shall each remain in full force and effect in accordance with their
      terms, and are hereby ratified and confirmed by the parties as binding and
      enforceable for all purposes.  The parties acknowledge that, as of the
      date of this Amendment, neither Seller/Developer nor Purchaser/Builder is in
      default under the Contract or the Development Agreement.

     

        6.             
      Counterparts.  This Second Amendment may be
      executed in any number of counterparts, each of which shall be deemed an
      original, and all of which, taken together, shall constitute one and the same
      instrument.

     


               IN
      WITNESS WHEREOF, the undersigned duly authorized representatives of the
      Seller/Developer and Purchaser/Builder have hereunto placed their hands and
      seals as of the date and year first above written.

    


                                                                    SELLER/DEVELOPER:

    


    St.
      Charles Community, LLC,

    a
      Delaware limited liability company 

    


    By:
      /s/ Edwin L.
      Kelly (SEAL)

                                                                                                   
      Edwin L. Kelly,

    Chairman
      of the Management Committee

    


    


    PURCHASER/BUILDER:

    


    U.S.
      Home
      Corporation, a Delaware corporation

                   
      By: /s/ Robert Jacoby (SEAL)

                                   
                                                                      Name:
      Robert Jacoby

                                    Title:
      Division
      President

    


    


    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    Exhibit
      A

    


    Summary
      of Lennar Lot Inventory

    St.
      Charles Fairway Village

    As
      of
      November 30, 2007

    


    
      	
              Lot
                Number

            	
              Date

              Settled

            	
              Initial

              Takedown

            	
              Confirmed
                Minimum

            	
              True
                Up

              Method

            
	
               

              Single
                Family

            	 	 	 	 	 
	 	
               

              34
                F

            	
               

              10/11/06

            	
               

              130,000

            	
               

              125,000

            	
               

              30%

            
	 	
              49
                F

            	
              11/10/06

            	
              100,000

            	
              100,000

            	
              30%

            
	 	
              4
                M

            	
              12/12/06

            	
              100,000

            	
              100,000

            	
              30%

            
	 	
              23
                M

            	
              06/11/07

            	
              112,500

            	
              112,500

            	
              30%

            
	 	 	 	 	 	 
	 	 	 	 	 	 
	
               

              Townhomes

            	 	 	 	 	 
	 	
              51
                I

            	
              07/11/07

            	
              85,000

            	
              65,000

            	
              30%

            
	 	
              1
                I

            	
              08/14/07

            	
              85,000

            	
              65,000

            	
              20.5%

            
	 	
              2
                I

            	
              08/14/07

            	
              85,000

            	
              65,000

            	
              30%

            
	 	
              3
                I

            	
              08/14/07

            	
              85,000

            	
              65,000

            	
              20.5%