11A - ORD - INTEGRAL COMMUNITIES

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SECOND AMENDMENT TO DEVELOPMENT AGREEMENT BETWEEN THE CITY OF SANTA ANA, NDC SKYLINE ASSOCIATES, LLC, and INTEGRAL COMMUNITIES I, INC. This SECOND AMENDMENT TO DEVELOPMENT AGREEMENT ("Second Amendment") is entered into between THE CITY OF SANTA ANA, a charter city and municipal corporation duly authorized under the Constitution and laws of the State of California ("City"), NDC SKYLINE ASSOCIATES, LLC, a Delaware limited liability company ("Skyline"), and INTEGRAL COMMUNITIES I, INC., a Delaware corporation ("Integral"). 1. Reference to Facts. This Second Amendment is entered into with reference to the following facts: 1.1 Capitalized terms not defined herein shall have the meaning set forth in the Development Agreement. 1.2 The Grand Plan 1, LLC, a California limited liability company ("GP1") and The Grand Plan 2, LLC, a California limited liability company ("GP2"), on the one hand, and City, on the other hand, entered into that certain Development Agreement dated August 4, 2005 and recorded in the Orange County Official Records on July 21, 2005 as Instrument No. 2005000565108 (as amended, the "Development Agreement") pursuant to which, among other things, Owner (as defined in the Development Agreement) was granted the vested right to develop a mixed use Project with residential condominiums and office/commercial/retail uses, as more particularly described therein. GP1 and GP2 subsequently assigned its rights and obligations under the Development Agreement with respect to Lake Towers to Skyline, and GP1 assigned its rights and obligations under the Development Agreement with respect to the Integral Project to Integral Communities I, Inc., a Delaware corporation. 1.3 As set forth above, Integral is the current owner of the Integral Project, having been assigned the Integral Project pursuant to the terms and provisions of the Development Agreement. 1.4 The original Development Agreement and Entitlements (i) described the Lake Towers Element of the Project would consist of two (2) towers with "for-sale" condominium units, and (ii) described the Integral Project would consist of "a five (5) or six (6) story building containing two hundred seventy-six (276) for-sale residential condominium units." 1.5 Lake Towers is nearing completion and, concurrently herewith, the City has approved certain modifications to existing Entitlements (including, Conditional Use Permit No. 2005-10) to permit Skyline to rent (and offer for rental) some or all of the Residential Units comprising Lake Towers (irrespective of whether any Residential Units are sold to third party purchasers). 2 2nd amendment to development agreement4 lake tower and integral 11 A-5