EXHIBIT 10.19
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SECOND AMENDMENT TO OPTION AND
PURCHASE AGREEMENT AND ESCROW INSTRUCTIONS
This SECOND AMENDMENT TO OPTION AND PURCHASE AGREEMENT AND ESCROW
INSTRUCTIONS ("Amendment") is made and effective as of December 14, 1999, by and
between OTAY LAND COMPANY, LLC, a Delaware limited liability company ("Owner"),
and LAKES KEAN ARGOVITZ RESORTS-CALIFORNIA, LLC, a Delaware limited liability
company ("Optionee"), with reference to the facts set forth below.
RECITALS
A. Owner and Optionee entered into an Option and Purchase Agreement
and Escrow Instructions dated as of October 18, 1999, as amended on December 8,
1999 (the "Option Agreement"), with respect to approximately eighty six (86)
acres located in the County of San Diego, California as more particularly
described in the Option Agreement.
B. The parties desire to amend the Option Agreement on the terms and
conditions set forth below.
NOW, THEREFORE, in consideration of the recitals set forth above, the
mutual agreements set forth herein and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties agree as set forth below.
1. Defined Terms. All terms with initial capital letters used herein
but not otherwise defined shall have the respective meanings set forth in the
Option Agreement.
2. Mitigation Property. Excluding the Property, Owner owns
approximately 3,278 acres located adjacent to or in the vicinity of the Property
in the area known as Xxxxxxx Valley within the County of San Diego County.
Portions of such property are designated as mitigation property (the "Mitigation
Property") under the Otay Ranch Phase 2 Resource Management Plan. Optionee has
advised Owner that Optionee intends to develop approximately forty (40) acres
within the Property (the "Development Property"). Owner agrees to allocate to
Optionee , for no additional consideration, up to five (5) acres of Mitigation
Property as necessary to mitigate the impacts of development of the Development
Property on certain endangered or threatened species or habitats. Such
allocation will be made by recordation of a conservation easement over such
Mitigation Property or by another method acceptable to the applicable
Governmental Agencies. In addition, subject to availability, Owner agrees to
allocate to Optionee additional Mitigation Property ("Additional Mitigation
Property") necessary to mitigate such impacts of development of the Development
Property in exchange for payment from Optionee to Owner, in Cash, of an amount
equal to Ten Thousand Dollars ($10,000) per acre. Prior to the Close of Escrow,
Optionee will notify Owner in writing of the amount of Mitigation Property
Optionee desires to have allocated to the Development Property. Optionee
acknowledges that Owner has the right to continue to market the Mitigation
Property for allocation to other parties and that Owner makes no representations
that any Additional Mitigation Property will be available to Optionee.
NY2:\890624\01\76830.0194
3. Miscellaneous. This Amendment may be executed in counterparts,
each of which, taken together, shall constitute one fully executed original.
Except as expressly modified by this Amendment, the Option Agreement shall
remain in full force and effect.
IN WITNESS WHEREOF, the parties have executed this Amendment as of
the date set forth above.
OWNER: OPTIONEE:
OTAY LAND COMPANY, LLC, a LAKES KEAN ARGOVITZ RESORTS-
Delaware limited liability company CALIFORNIA, LLC, a Delaware
limited liability company
By: /s/ Xxxx X. Xxxxxx
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Name: Xxxx X. Xxxxxx By: /s/ Xxxxx X. Xxxxxxxx
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Title: President Name: Xxxxx X. Xxxxxxxx
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Title: Member
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By:
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Name:
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Title:
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