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SECOND AMENDMENT TO <br />DEVELOPMENT AGREEMENT BETWEEN <br />THE CITY OF SANTA ANA, and <br />NDC SKYLINE ASSOCIATES, LLC, <br />This SECOND AMENDMENT TO DEVELOPMENT AGREEMENT ("Second Amendment") is <br />entered into between THE CITY OF SANTA ANA, a charter city and municipal corporation duly <br />authorized under the Constitution and laws of the State of California ("City"), and NDC SKYLINE <br />ASSOCIATES, LLC, a Delaware limited liability company ("Skyline"). <br />1. Reference to Facts. This Second Amendment is entered into with reference to the <br />following facts: <br />1.1 Capitalized terms not defined herein shall have the meaning set forth in the <br />Development Agreement. <br />1.2 The Grand Plan 1, LLC, a California limited liability company ("GP1") and <br />The Grand Plan 2, LLC, a California limited liability company ("GP2"), on the one hand, and City, <br />on the other hand, entered into that certain Development Agreement dated August 4, 2005 and <br />recorded in the Orange County Official Records on July 21, 2005 as Instrument No. <br />2005000565108 (as amended, the "Development Agreement") pursuant to which, among other <br />things, Owner (as defined in the Development Agreement) was granted the vested right to develop <br />a mixed use Project with residential condominiums and office/commercial/retail uses, as more <br />particularly described therein. GP1 and GP2 subsequently assigned its rights and obligations under <br />the Development Agreement with respect to Lake Towers to Skyline, and GP1 assigned its rights <br />and obligations under the Development Agreement with respect to the Integral Project to Integral <br />Communities I, Inc., a Delaware corporation. <br />1.3 The original Development Agreement and Entitlements specified that the <br />Lake Towers Element of the Project as consisting of two (2) towers with "for-sale" condominium <br />units. <br />1.4 Lake Towers is nearing completion and, concurrently herewith, the City has <br />approved certain modifications to existing Entitlements (including, Conditional Use Permit No. <br />2005-10) to permit Skyline to rent (and offer for rental) some or all of the Residential Units <br />comprising Lake Towers (irrespective of whether any Residential Units are sold to third party <br />purchasers). <br />1.5 In connection with the foregoing, Skyline and City now desire to amend the <br />Development Agreement to provide Skyline with the ability to rent (and offer for rental) some or all <br />of the Residential Units comprising Lake Towers in accordance with applicable Entitlements. <br />2. Right to Rent. Skyline and the City hereby acknowledge and agree that Skyline 1 <br />have the right to rent (and offer for rental) some or all of the Residential Units comprising Lake <br />Towers, in accordance with applicable Entitlements. The foregoing shall in no way be deemed to <br />impose an obligation on Skyline to rent (or offer for rental) any or all of the Residential Units, or <br />4/28/2009 9:15:00 AM <br />2 <br />2nd amendment to development agreement3 lake tower only.doc <br />75A-135 <br />