Case 18-10334 Doc 92 Filed 01/22/18 Page 1 of 6 UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF MARYLAND Greenbelt Division In re: THE CONDOMINIUM ASSOCIATION OF THE LYNNHILL CONDOMINIUM, Debtor. 1 Case No. 18-10334 Chapter 11 NOTICE OF FIRST AMENDED AND RESTATED PURCHASE AND SALE AGREEMENT BETWEEN THE DEBTOR AND AHH16 DEVELOPMENT, LLC PLEASE TAKE NOTICE of the First Amendment to Purchase and Sale Agreement, between the Debtor and AHH16 Development, LLC, attached hereto as Exhibit A. Dated: January 22, 2018 Respectfully submitted, Pillsbury Winthrop Shaw Pittman LLP /s/ Patrick Potter Patrick J. Potter (Bar No. 08445) 1200 Seventeenth Street, NW Washington, DC 20036 Tel (202) 663-8928 Fax (202) 663-8007 E-mail: patrick.potter@pillsburylaw.com Dania Slim (Bar No. 18050) 324 Royal Palm Way, Suite 220 Palm Beach, FL 33480 Tel (202) 663-9240 Fax (202) 663-8007 E-mail: dania.slim@pillsburylaw.com Jason S. Sharp (admitted pro hac vice) 909 Fannin, Suite 2000 Houston, TX 77010-1028 Tel (713) 276-7600 Fax (713) 276-7673 Email: jason.sharp@pillsburylaw.com Proposed Counsel for the Debtor 1 The Debtor s federal identification number is 52-0993760. 4833-6283-1706.v3
Case 18-10334 Doc 92 Filed 01/22/18 Page 2 of 6 Exhibit A
Case 18-10334 Doc 92 Filed 01/22/18 Page 3 of 6 FIRST AMENDMENT TO PURCHASE AND SALE AGREEMENT THIS FIRST AMENDMENT TO PURCHASE AND SALE AGREEMENT (this Amendment ) is made and entered into as of January 17, 2018 by and between THE CONDOMINIUM ASSOCIATION OF THE LYNNHILL CONDOMINIUM, a Maryland condominium association ( Seller ), and AHH16 DEVELOPMENT, LLC, a Maryland limited liability company ( Purchaser ). W I T N E S S E T H: WHEREAS, Seller and Purchaser are parties to that certain Purchase and Sale Agreement dated as of January 10, 2018 (the Agreement ), for the purchase of certain property located in Prince George s County, Maryland, as more particularly described in the Agreement; and WHEREAS, concurrently herewith the parties are executing that certain First Amendment to Promissory Note and as such any reference to the Note in the Agreement means the Note, as amended; WHEREAS, the parties desire to memorialize their agreements concerning certain amendments to the Agreement. NOW, THEREFORE, in consideration of the premises, the mutual covenants and conditions set forth herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree that the Agreement is hereby amended as follows: 1. Recitals and Defined Terms. The foregoing recitals are intended to be a material part of this Amendment and are incorporated herein by reference. Unless otherwise provided in this Amendment, defined terms used herein without definition shall have the meanings set forth in the Agreement. 2. Purchase Price. Notwithstanding anything to the contrary contained in the Agreement, the reference to Thirteen Million Two Hundred Thousand Dollars ($13,200,000) heretofore contained in the first sentence of Section 2.1 of the Agreement is hereby deleted and replaced with Thirteen Million Four Hundred Fifty Thousand Dollars ($13,450,000). 3. Sale Order Date. Notwithstanding anything to the contrary contained in the Agreement, (a) the reference to February 13, 2018 heretofore contained in the first sentence of Section 8.4 of the Agreement is hereby deleted and replaced with February 27, 2018 and (b) the reference to February 13, 2018 heretofore contained in the first sentence of Section 8.4.2 of the Agreement is hereby deleted and replaced with February 27, 2018. 4. Representations and Warranties. Each party hereby represents and warrants to the other that it continues to hold, and has not assigned or encumbered its interest in, the Agreement. 5. Ratification/Interpretation. All provisions of the Agreement shall remain in full force and effect and unchanged, except as provided herein. If any provision of this Amendment conflicts with the Agreement, the provisions of this Amendment shall control. - 1 -
Case 18-10334 Doc 92 Filed 01/22/18 Page 4 of 6 6. Effectiveness. The submission of an unsigned copy of this document to Purchaser shall not constitute an offer or option. This Amendment shall become effective and binding only upon execution and delivery by Seller and Purchaser. 7. Counterparts. This Amendment may be executed in counterparts, each of which shall be deemed an original, but which when taken together shall constitute one and the same instrument. PDF and faxed signatures shall have the same binding effect as original signatures. [signatures on following page] - 2 -
Case 18-10334 Doc 92 Filed 01/22/18 Page 5 of 6 IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the date set forth above. SELLER: THE CONDOMINIUM ASSOCIATION OF THE L YNNHILL CONDOMINIUM, a Maryland condominium association By: Name: Stanley Briscoe Title: Acting President PURCHASER: AHH16 DEVELOPMENT, LLC, a Maryland limited liability company By: rne:---<;:-7,;/l.q -ar /---foo /c 11tle: V l½u1r13 I 'j /-fe,&fhr: - 3 -
Case 18-10334 Doc 92 Filed 01/22/18 Page 6 of 6 IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the date set forth above. SELLER: THE CONDOMINIUM ASSOCIATION OF THE LYNNHILL CONDOMINIUM, a Maryland condominium association By: Name: Stanley Briscoe Title: Acting President PURCHASER: AHH16 DEVELOPMENT, LLC, a Maryland limited liability company By: Name: Title: - 3 -