THIRD AMENDMENT TO THIRD AMENDED AND RESTATED DEVELOPMENT AGREEMENT

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1 RECORDING REQUESTED BY AND WHEN RECORDED MAIL TO: ARMBRUSTER GOLDSMITH & DELVAC, LLP San Vicente Boulevard, Suite 900 Los Angeles, California Attn: David A. Goldberg Space Above This Line For Recorder s Use THIRD AMENDMENT TO THIRD AMENDED AND RESTATED DEVELOPMENT AGREEMENT This Third Amendment to the Third Amended and Restated Development Agreement ( Third Amendment ) is executed this day of 2015 ( Effective Date ), by and among the CITY OF LOS ANGELES, a municipal corporation ( City ), L.A. ARENA LAND COMPANY, LLC, a Delaware limited liability' company ( LandCo ), FLOWER HOLDINGS, LLC, a Delaware limited liability company ( Flower Holdings ), OLYMPIC AND GEORGIA PARTNERS, LLC, a Delaware limited liability company ( OGP ), LA LIVE THEATRE, LLC ( LA Live Theatre ), LA LIVE PROPERTIES, LLC, ( LA Live Properties ), and FIDM Residential, Inc., a California corporation ( FIDM ) and collectively with City, LandCo, Flower Holdings, OGP, LA Live Theatre, LA Live Properties, and FIDM (the Parties ) pursuant to California Government Code Section 65868, and the implementing procedures of the City. RECITALS A. City, LandCo and Flower Holdings entered into that certain Development Agreement dated December 11, 2001 and recorded on December 18, 2001 in the Official Records of Los Angeles County, California, as Instrument No (the Development Agreement ) after adoption by the City Council as Ordinance No on September 4, 2001, as amended by Amendment to Development Agreement dated December 10, 2003, by and among City, LandCo and Flower Holdings and recorded in the Official Records of Los Angeles County, California as Instrument No (as amended, the Original Development Agreement ). B. The Original Development Agreement was amended and restated in its entirety by that Amended and Restated Development Agreement dated December 14, 2005 by and among the City, LandCo, Flower Holdings, FIDM and Figueroa South Land and recorded on December 19, 2005 in the Official Records of Los Angeles County, California, as Instrument No The Original Development Agreement was further amended and restated in its entirety by that Second Amended and Restated Development Agreement dated May 22, 2007 by and among the City, LandCo, Flower Holdings, FIDM, and Figueroa South Land and recorded on May 29, 2007 in the Official Records of Los Angeles County, California as Instrument No The Second Amended and Restated Development Agreement was further amended by that Third Amended and Restated Development Agreement dated April 2, 2008 by and among the City, LandCo, Flower Holdings, OGP, LA Live Theatre, LA Live Properties, FIDM, Figueroa South Land and Figueroa Central Owner and recorded on April 10, 2008 in the Official Records of Los Angeles County, California as Instrument No

2 The Third Amended and Restated Development Agreement was further amended by that Amendment to the Third Amended and Restated Development Agreement dated December 21,2010 by and among the City, LandCo, Flower Holdings, OGP, LA Live Theatre, LA Live Properties, FIDM, and Figueroa Central Owner and recorded on January 21, 2011 in the Official Records of Los Angeles County, California as Instrument No The Third Amended and Restated Development Agreement was further amended by that Second Amendment to the Third Amended and Restated Development Agreement adopted by the Los Angeles City Council, Ordinance Number 182,269, on September 28, 2012, by and among the City, LandCo, Flower Holdings, OGP, LA Live Theatre, LA Live Properties, FIDM, and Figueroa Central Owner. The Original Development Agreement as amended and restated shall be hereinafter referred to as the Amended and Restated Development Agreement. C. City, LandCo, Flower Holdings, OGP, LA Live Theatre, LA Live Properties, and FIDM, each parties to the Amended and Restated Development Agreement, desire to enter into this Third Amendment, pursuant to Section 6.8 of the Amended and Restated Development Agreement, to modify provisions of the Amended and Restated Development Agreement related to the provision of alcoholic beverages within the Specific Plan area. NOW, THEREFORE, in consideration of the foregoing, the mutual covenants and conditions herein, and other valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree to amend the Amended and Restated Development Agreement as follows: Section 1. Section of the Amended and Restated Development Agreement is hereby amended to replace 33 in the fourth line and eighth line with 38. Section 2. Attachment 5 of the Amended and Restated Development Agreement, Conditions for On-Site Alcohol Consumption, Item 11, is hereby amended to read: Establishments may serve alcohol 10:00 a.m, - 2:00 a.m., 7 days per week, except that up to eight establishments, including each hotel, may serve alcohol 8:00 a.m. - 2:00 a.m., 7 days per week. Mini-bars located within hotel guest rooms shall not be limited in the hours of alcohol service. Section 3. Attachment 5 of the Amended and Restated Development Agreement, Conditions for On-Site Alcohol Consumption, Item 22, is hereby amended to read: Cinemas. The following conditions shall apply to cinemas: a. b. c. Sales of alcoholic beverages shall only be made from behind a counter, including a concession stand, portable stand or bar, or fixed bar, or by patrons making an order to a server in a seating area, for delivery by the server to the occupant of the seating area. Sales or service of alcoholic beverages by individual ambulatory vendors, commonly known as hawkers, is prohibited, and no server may carry a supply of unordered alcoholic beverages. Sales of alcoholic beverages for consumption off the premises is prohibited. Gross annual sales of alcoholic beverages shall not exceed 50% of the total gross annual food and beverage sales. 2

3 d. No more than two (2) alcoholic beverages shall be sold or served to any one (1) person during any purchase transaction. e. Alcoholic beverages shall be served in non-glass containers that differ significantly in appearance from non-glass containers used for non-alcoholic beverages. f. At all times when the Applicant is serving alcoholic beverages, an employee shall enter and monitor activity within each Cinema auditorium no less than every 30 minutes, and lighting within auditoria shall remain at a sufficient level to allow employees to monitor alcoholic beverage consumption. g- h. Applicant shall post signs that state No Alcoholic Beverages Beyond This Point at all Cinema exits. No employee under 18 years of age may serve or sell alcoholic beverages. Section 4. Attachment 5 of the Amended and Restated Development Agreement, Conditions for On-Site Alcohol Consumption, Item 23, is hereby amended to read: Sales of alcohol for off-site consumption shall be prohibited. Section 5. City Procedures and Actions. (a) Planning Commission Action. The Planning Commission held a duly noticed public hearing on September 23, 2014, and recommended approval of this Amendment on the same date. (b) City Council Action. The City Council on, after conducting a duly noticed public hearing, adopted Ordinance No. [xxx], to become effective on the thirty-first day after publication, or on the forty-first day after posting, approving this Amendment, found that its provisions are consistent with the City s General Plan, the Central City Community Plan, the LASED Specific Plan, and the Municipal Code, and authorized the execution of this Amendment. Section 6. Effectiveness of Amendment. This Amendment is dated for convenience only and shall only become effective on the date which is the latest of (i) the date this Amendment is executed by LandCo, Flower Holdings, OGP, LA Live Theatre, LA Live Properties, and FIDM, and (ii) the date this Amendment is approved and executed by the City. Section 7. Counterparts. This Amendment may be executed in counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same agreement. Section 8. No Other Changes. Consistency. Notwithstanding any changes and deletions contained herein, all other provisions of the Amended and Restated Development Agreement remain the same. In the event of any conflict between the terms of the Amended and Restated Development Agreement and this Amendment, the terms of this Amendment shall govern. 3

4 Section 9. Severability. If any provision of this Amendment should be determined by a court to be invalid or unenforceable, the remaining provisions of this Amendment shall remain in full force and effect and continue to be binding on both Parties. IN WITNESS WHEREOF, the Parties hereto have executed this Amendment as of the date first written above. CITY OF LOS ANGELES, a municipal corporation of the State of California Michael Feuer City Attorney Eric Garcetti, Mayor Laura Cadogan Hurd Deputy City Attorney DATE:,2015 ATTEST: Holly L. Wolcott, City Clerk Deputy DATE:,2015 L.A. Arena Land Company, LLC Flower Holdings, LLC, of Annbruster Goldsmith & Delvac LLP Counsel for L.A. Arena Land Company, LLC Counsel for Flower Holdings, LLC 4

5 Olympic and Georgia Partners, LLC, Counsel for Olympic and Georgia Partners, LLC LA Live Theatre, LLC Counsel for LA Live Theatre, LLC LA Live Properties, LLC LA Live Properties, LLC, a Delaware limited liability company Counsel for LA Live Properties, LLC FIDM Residential, Inc. a California corporation Name: Title: Name: Counsel for FIDM Residential, Inc. 5