2004 AGN APR 20 Closed Session A

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AMENDMENT NO.2 TO PURCHASE AND SALE AGREEMENT WITH JOINT ESCROW INSTRUCTIONS This Amendment No. 2 ("Amendment No. 2") to that certain PURCHASE AND SALE AGREEMENT WITH JOINT ESCROW INSTRUCTIONS by and between EAST VALLEY LAND COMPANY LLC ("Seller") and CITY OF COLTON ("Buyer"), dated as of February 9, 2004, as amended by that certain AMENDMENT NO. 1 TO PURCHASE AND SALE AGREEMENT WITH JOINT ESCROW INSTRUCTIONS, dated as of March 29, 2004 (collectively, the "Purchase Agreement"), is dated as of April 26, 2004, and is entered into by and between EAST VALLEY LAND COMPANY LLC, a California limited liability company (the "Seller"), and the CITY OF COLTON, a California municipal corporation (the "Buyer"). This Amendment No. 2 amends the Purchase Agreement, only to the extent expressly provided in this Amendment No. 2 and with reference to the following recited facts (the "Recitals"): RECITALS WHEREAS, the Purchase Agreement contemplates that Seller shall sell to Buyer and Buyer shall purchase from Seller that certain real property that is the subject of the Purchase Agreement (the "Property"); and WHEREAS, Seller and Buyer previously opened Escrow No. 022048357 at Chicago Title Company for the conveyance of the Property from Seller to Buyer; and WHEREAS, Seller and Buyer desire to amend the Purchase Agreement; NOW, THEREFORE, IN CONSIDERATION OF THE MUTUAL PROMISES SET FORTH IN THIS AMENDMENT NO. 2 AND OTHER VALUABLE CONSIDERATION, THE SELLER AND THE BUYER AGREE, AS FOLLOWS: 1. The Recitals set forth above are true and correct and are incorporated into this Amendment No. 2 by this reference, as though fully set forth in this Amendment No. 2. 2. All terms, phrases and words indicated to be defined terms by initial capitalization that are not specifically defined in this Amendment No. 2 shall have the meaning ascribed to the same term, phrase or word in the Purchase Agreement. The defined terms, phrases and words defined in the initial paragraph and Recitals of this Amendment No. 2 are also incorporated into the Purchase Agreement and this Amendment No. 2, by this reference. 3. The Seller and the Buyer each acknowledge and agree that, as of the date of this Amendment No. 2, no default exists under the Purchase Agreement and the Purchase Agreement is in full force and effect. Except as expressly amended by this Amendment No. 2, the Purchase Agreement is in all respects ratified and confirmed and all of the terms and provisions and RVPUB\DGW\671682.1