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C. RSP is the owner of fee title to the real property located in the City of Redwood <br /> City, County of San Mateo, State of California, described in Exhibit A attached hereto and <br /> incorporated herein by this reference (the "Davit Lane Parcel"). RSP desires to grant fee title to <br /> the Davit Lane Parcel to the City for no consideration, and the City is willing to accept the <br /> conveyance of the Davit Lane Parcel. <br /> <br /> D. Subject to the conditions precedent that RSP conveys the Davit Lane Parcel to the <br /> City and the City accepts said conveyance, the City and RSP desire to extend the term of the <br /> Amended Development Agreement for an additional sixty (60) days. <br /> <br /> NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency <br /> of which is hereby acknowledged, the parties agree as follows: <br /> <br /> 1. Cit2,"s Acceptance of Davit Lease Parcel. The City hereby accepts the <br /> conveyaace of fee title to the Davit Lane Parcel from RSP for no consideration. <br /> <br /> 2. Extension of Term. The City, the District and RSP hereby agree to the extension <br /> of the term of the Amended Development Agreement for sixty (60) days until August 22, 2002. <br /> <br /> 3. Notices. Paragraph 17 of the Amended Development Agreement, pertaining to <br />delivery of notices, is amended to provide that all notices, demands, and requests to be delivered <br />to RSP shall be addressed as follows: <br /> <br /> Redwood Shores Properties <br /> c/o KG Shores Corporation <br /> 1177Avenue of the Americans, 15th Floor <br /> New York, New York 10036 <br /> Attn: President <br /> <br /> With a copy to <br /> <br /> Sideman & Bancroft LLP <br /> One Embarcadero Center, 8tl~ Floor <br /> San Francisco, CA 94111 <br /> At'tn: S. Kendall Patton <br /> <br />or to such other address as RSP may give to the City by like written notice. <br /> <br /> 4. Status of Amended Development Agreement. The City and District confirm that <br />as of the execution of this Agreement (i) the Amended Development Agreement has not been <br />amended, except as set forth in Recital A, (ii) the Amended Development Agreement is in full <br />force and effect, (iii) there are no defaults of RSP under the Amended Development Agreement, <br />and (iv) to the best of the City's knowledge, RSP has complied in good faith with the terms and <br />conditions of the Amended Development Agreement. <br /> <br />SKP:mge:RSP 4345\83645. I <br /> <br /> <br />