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feet" wherever appearing in subparagraph e of Paragraph 5 with "974,601 square feet," and (iii) <br />replacing the figure of 700,000 square feet" appearing in "Example #2" in subparagraph (2) of <br />subparagraph e of Paragraph 5 with the figure "900,000 square feet." <br />C. Exhibit C to the Agreement ("First American Acquisition Area Off -Site <br />Improvements") is amended in part by replacing the heading "LEVEL I-810,000 square feet" <br />with the heading "LEVEL I-974,601 square feet." <br />d. Exhibit E to the Agreement ("Assigned Obligations —MMN <br />Development") is amended in its entirety and replaced with a new Exhibit E attached as <br />Attachment No. 1 to this Amendment No. 1, <br />2. No Other Amendment. Except for the amendments to the Agreement set forth <br />above, the terms and provisions of the Agreement shall remain in full force and effect. <br />3. City Acknowledgment of Square Footage Transfer. City acknowledges and <br />agrees that all off -site improvements or other environmental mitigations or exactions pertaining <br />to the 164,601 square feet being added to the First American Project Site for allocation to the <br />Third Party Conveyance Area (License Map) [thereby changing First American's allocation of <br />maximum building square footage on the Third Party Conveyance Area (License Map) from <br />162,000 square feet to 326,601 square feet pursuant to Section Ld hereinabove] either have <br />already been constructed or already have been paid for, and as a result no additional off -site <br />improvements are required by City with respect to the transfer of the 164,601 square feet to the <br />First American Project Site as described above. In addition, City has determined that no new <br />environmental impacts not already analyzed and mitigated would occur, nor would any <br />environmental impact be made more severe, by such transfer of 164,601 square feet from one <br />portion of MacArthur Place to another portion of MacArthur Place. In connection with this <br />Amendment No. 2 City has made an appropriate determination pursuant to the California <br />Environmental Quality Act (Public Resources Code § 21000 et seq.). <br />4. Counterparts. This Amendment No. 1 may be executed in counterparts which, <br />when all the parties hereto have signed this Amendment No. 1, shall constitute an original. <br />[end -- signature page follows] <br />3941016555-0002 <br />160733.04 a03/16/01 -2- <br />