firstamendment.htm


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    FIRST
      AMENDMENT TO PURCHASE AGREEMENT

     

    THIS
      FIRST AMENDMENT TO PURCHASE
      AGREEMENT (the “First Amendment”) is made by and between ST. CHARLES 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. Charles project, in Charles 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 Paragraph 4 below), Purchaser
      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.
      CHARLES COMMUNITY,
      LLC

    


    


    By:
/s/
      Edwin L.
      Kelly

    Name:
      Edwin L. Kelly

    Its:
      President

    Date:
      June 20, 2006

    


    


    PURCHASER:

    


    U.S.
      HOME
      CORPORATION

    


    


    By:
/s/
      Robert J.
      Jacoby

    Name:
      Robert J. Jacoby

    Its:  Division
      President

    Date:
      June 8, 2006