Exhibit 10.10
FIRST AMENDMENT TO LOT PURCHASE AGREEMENT
(VILLAGE LOTS)
THIS FIRST AMENDMENT TO LOT PURCHASE AGREEMENT (this "Amendment") is made
as of the Effective Date (hereinafter defined) by and between RENAISSANCE AT
WOODLANDS, LLC, a Virginia limited liability company, hereinafter called
"Seller," and WOODLANDS NEIGHBORHOODS, LLC, a Virginia limited liability
company, hereinafter called "Purchaser."
BACKGROUND
A. Seller and Neighborhoods I, LLC, predecessor-in-interest to Purchaser,
have heretofore entered into a certain Lot Purchase Agreement (Village Lots),
dated January 10, 2002, with respect to the sale and purchase of certain
Property (as such term is defined therein) located in Loudoun County, Virginia
(the "Agreement").
B. Pursuant to that certain Assignment and Assumption of the Agreement
dated as of January ____, 2004, Neighborhoods I, LLC assigned all of its right,
title and interest in, to and under the Agreement to Purchaser.
C. Seller and Purchaser now desire to amend the Lots set forth in the
Agreement and the Purchase Price for the Lots set forth in the Agreement as
described more fully below.
AGREEMENT
NOW, THEREFORE, in consideration of the foregoing, of the mutual promises
set forth herein, and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto, intending
legally to be bound, hereby covenant and agree as follows:
1. Recitals; Defined Terms. The foregoing recitals are hereby incorporated
by this reference and made a substantive part hereof. Any capitalized terms not
otherwise defined herein shall have the meanings set forth in the Agreement.
2. Amendment to Purchase Price. Schedule 1 to the Agreement is hereby
deleted in its entirety, and Revised Schedule 1 attached hereto is hereby
inserted in lieu thereof. The Agreement is hereby amended to the extent
necessary to reflect that the Purchase Price for the Lots shall be as set forth
on Revised Schedule 1 attached hereto.
3. Binding Effect. This Amendment shall be binding upon, and shall inure to
the benefit of, the parties hereto and their respective successors and assigns.
4. Conflicts. In the event any provision of this Amendment conflicts with a
provision of the Agreement, such provision of this Amendment shall govern and
control for all purposes and in all respects.
5. Ratification. Except as modified hereby, the Agreement is hereby
ratified and confirmed for all purposes and in all respects.
6. Counterparts. This Amendment may be executed in several counterparts,
each of which shall be deemed an original, but all of which together shall
constitute the same instrument.
[Remainder of Page Intentionally Left Blank]
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IN WITNESS WHEREOF, the parties have executed this Amendment on the date
indicated.
WITNESS: PURCHASER:
NEIGHBORHOODS I, LLC,
a Virginia limited liability company
/s/ By: /s/ Xxxxxx X. Alloy (SEAL)
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Name: Xxxxxx X. Alloy
Title: Manager
Date:
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WITNESS: SELLER:
RENAISSANCE AT WOODLANDS, LLC,
a Virginia limited liability company
By: Xxxxxxx-Xxxxxx Woodlands, LLC, Member
By: /s/ Xxxxxx X. Alloy (SEAL)
------------------------------------- -------------------------------
Name: Xxxxxx X. Alloy
Title: Manager
Date:
-----------------------------------
By: Woodland Properties, LLC, Member
/s/ Xxxxxxx X. Xxxxxxxx By: /s/ Xxxxxx X. Small, Jr. (SEAL)
------------------------------------- ------------------------------
Name: Xxxxxx X. Small, Jr.
Title: President
Date: February 15, 2005
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