Memo from City Manager to City Council regarding DE Shaw October 7, 2008 -- Second Amendment to the Exclusive Negotiation Agreement

[Second Amendment]

Excerpt:

The Developer is proposing to transfer ownership of SCCSunCal Companies Alameda Point LLCLimited Liability Corporation to a new
entity called Cal Land Venture, LLC (Cal Land). Cal Land is a joint venture of D.
Shaw Real Estate Portfolios 20, LLC (D. E. Shaw) and WM Development Group, LLC, a
wholly owned affiliate of SunCal (SunCal). Cal Land wil be the sole owner of SCC
Alameda Point LLC. The new ownership structure is based on an Amended and
Restated Limited Liability Company Agreement (Operating Agreement) between D.
Shaw and SunCal. The Operating Agreement was provided to Alameda under separate
cover and will be discussed in a special closed session on October 7 , 2008. SunCal
has identified this document as confidential and not a public record. Pursuant to the
ENAExclusive Negotiating Agreement, the Developer is obligated to bear all costs associated with a dispute that the
document is a public record.