FIRST AMERICAN FINANCIAL CORPORATION (2)

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A-2001-099 ,C V41' ,—d�—Jnyc t 4 0 / r AMENDMENT NO. 2 TO AMENDED AND RESTATED PROJECT IMPLEMENTATION AGREEMENT THIS AMENDMENT NO. 2 TO AMENDED AND RESTATED PROJECT IMPLEMENTATION AGREEMENT ("Anicridi-nent No. 2") is made and entered into this �/S-7 day of _1114 y , 2001 ("Effective Date"), by and between THE FIRST AMERICAN CORPORAVON, a California corporation, formerly known as The First American Financial Corporation, a California corporation ("First American"), and CITY OF SANTA ANA, a charter city and municipal corporation organized and existing under the Constitution and laws of the State of California ("City"). All attachments and exhibits hereto are incorporated herein by reference. RFC1TAf,N- A. First American and City entered hito that certain Amended and Restated Project Implementation Agreement dated June 5, 2000, as amended by that certain Amendment No. I to Ainended and Restated Project Implementation dated --- MA 2001 (collectively, the "Agreement"). All defined terms used in this Amendincrit No. 2 shall have the same meaning as set forth in the Agreement unless otherwise stated. B. First American and City desire to amend the Agreement to enable the maximum building square footage allocated to the First American Project Site to increase by a maximum of 164,601 square feet so that such increase in square footage may be allocated by First American to the Third Party Conveyance Area (License Map) [thereby changing First American's allocation of maximum building square footage on the Third Party Conveyance Area (License Map) from 162,000 square feet to 326,601 square feet pursuant to Section I.d hereinbelow] without decreasing the maximum square footage allocated to the remainder of the First American Project Site. The additional 164,601 square feet is transferred from a portion of MacArthur Place located outside the First American Project Site and thus the overall maximum square footage permitted in MacArthur Place would not increase but merely would be relocated to the First American Project Site for allocation by First American to the Third Party Conveyance Area (License Map). NOW, THEREFORE, in consideration of the foregoing Recitals and the covenants and promises hereinafter contained, and for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows: 1. Amendment. The Agreement is amended as follows: a. Subparagraph a of Paragraph 5 of the Agreement is amended in part by replacing the figure of "1,647,000 square feet" wherever appearing in subparagraph a with the figure " 1,811,601 square feet." b. Subparagraph e of Paragraph 5 of the Agreement is amended in part by (i) replacing the figure of "1,647,000 square feet" wherever appearing in subparagraph e of Paragraph 5 with the figure "1,811,601 square feet," (11) replacing the figure of "810,000 square 394/016555-0002 160733.04 a03/16/01 2 W