FIRST AMENDMENT TO REAL ESTATE EXCHANGE AGREEMENT

FIRST AMENDMENT TO REAL ESTATE EXCHANGE AGREEMENT THIS FIRST AMENDMENT TO REAL ESTATE EXCHANGE AGREEMENT ( First Amendment ) is made and entered into as of this day of, 2008 (the Effective Date ) by and between the Westlake Canyon Oaks Homeowners Association, a California non-profit corporation (the HOA ), and the Southeast Ventura County YMCA, a California non-profit corporation (the YMCA ) (each, a Party, and collectively, the Parties ). RECITALS A. The HOA and YMCA have executed a Real Estate Exchange Agreement dated May 24, 2005 (the Exchange Agreement ). The Exchange Agreement contemplates that the HOA will convey certain land to the YMCA (the HOA Property ) in exchange for certain land from the YMCA (the YMCA Property ). The Exchange Agreement also contemplates that the HOA will grant to the YMCA, the City of Westlake Village (the City ) (as lessee or successor in interest) and each of their respective agents, contractors, subcontractors and employees a temporary construction easement over certain land adjacent to the HOA Property to facilitate construction of all of the following improvements: a full-service YMCA facility; sports fields; ancillary recreational amenities (including without limitation: picnic areas, tot lots, vista points, walking paths, and restrooms); and parking. B. The YMCA and the City have executed a Ground Lease with Option to Purchase dated December 4, 2007 (the Lease/Purchase Agreement ). The Lease/Purchase Agreement contemplates that, after the YMCA s acquisition of the HOA Property, the City will lease such land from the YMCA and will make certain site improvements for public recreational and open space purposes. The Lease/Purchase Agreement requires the YMCA to diligently negotiate with the HOA to adjust the boundary of the HOA Property as requested by the City. C. The City requested that the YMCA negotiate with the HOA an adjustment of the boundary of the HOA Property. The City also requested that the YMCA obtain from the HOA a perpetual slope easement (in addition to the temporary construction easement) to allow the City, on the HOA s behalf, to maintain, repair and replace certain slopes adjacent to the HOA Property. D. The HOA and the YMCA have agreed to adjust the boundary of the HOA Property, and desire to amend the Exchange Agreement accordingly. The HOA and the YMCA also have agreed to the form of a temporary construction easement, and desire to amend the Exchange Agreement accordingly. Finally, the HOA and the YMCA have agreed to the form of a perpetual slope easement, and desire to amend the Exchange Agreement accordingly. AGREEMENTS Capitalized terms used in this First Amendment but not defined herein shall have the meaning set forth in the Exchange Agreement. All of the provisions, agreements, rights, powers, standards, terms, covenants and obligations contained in this First Amendment shall inure to the benefit of and shall be binding upon the Parties and their respective heirs, successors (by merger, reorganization, consolidation or otherwise) and assigns, devisees, administrators, representatives,

lessees, and all other persons acquiring the properties, or any portion thereof, or any interest therein, whether by operation of law or in any manner whatsoever. In consideration of the mutual covenants and promises set forth herein, the HOA and the YMCA hereby acknowledge the sufficiency of this consideration and agree as follows: ARTICLE I AMENDMENTS 1.1. HOA Property. The HOA Property shall consist of the land described on Exhibit A and all references in the Exchange Agreement to the HOA Property shall mean such land. 1.2. Temporary Construction Easement. Prior to Closing, the HOA shall grant the YMCA and the City the temporary construction easement described in Section 7.6 of the Exchange Agreement over the land described on Exhibit B. On or before the Closing Date, the HOA shall deliver to Escrow for recordation a duly executed and acknowledged original of the Temporary Construction Easement Agreement in substantially the same form attached as Exhibit C, which shall be deemed to satisfy Section 7.6 for all purposes (the Temporary Construction Easement ). 1.3. Perpetual Slope Easement. Prior to Closing, the HOA shall grant the City a perpetual slope easement over the land described on Exhibit D. On or before the Closing Date, the HOA shall deliver to Escrow for recordation a duly executed and acknowledged original of the Perpetual Slope Easement Agreement in substantially the same form attached as Exhibit E (the Slope Easement ). 1.4 Instructions to Escrow. In connection with the Closing, Escrow Holder shall cause the Temporary Construction Easement and the Slope Easement to be recorded immediately prior to but only in conjunction with the recordation of the HOA Grant Deed and the YMCA Grant Deed. 1.5 Effectiveness of Easements. The effectiveness of the easements granted by the HOA to the YMCA and the City which are evidenced by the Temporary Construction Easement and the Slope Easement shall be expressly conditioned upon the consummation of the transaction contemplated by the Exchange Agreement. In the event such transaction is not consummated for any reason, as evidenced by the non-recordation of either the HOA Grant Deed and/or the YMCA Grant Deed, such easements granted by the HOA to the YMCA and the City shall be rendered null and void and of no force and effect and any and all executed originals of the Temporary Construction Easement and the Slope Easement shall be returned by Escrow Holder to the HOA for disposition at the HOA s sole discretion. 1.6 The HOA s Closing Costs. Section 8.4 of the Exchange Agreement is amended by deleting such provision in its entirety and substituting the following therefore: 8.4 The HOA s Closing Costs. In connection with the Closing and all other matters associated with the consummation of the transaction contemplated by this Agreement, the YMCA shall pay any and all costs reasonably incurred by or on behalf of the HOA, including without limitation all attorney fees incurred by the 2

HOA, and all other all costs associated with the YMCA Property Title Policy and the YMCA Property Survey. All attorneys fees shall be paid upon presentation of invoices therefore, and all HOA costs shall in any case be paid prior to or at the Closing. ARTICLE II MISCELLANEOUS 2.1. Counterparts; Fax. This First Amendment may be executed in one or more identical counterparts, and may be delivered by fax transmission. 2.2. Entire Agreement. This First Amendment embodies and constitutes the entire understanding between the Parties with respect to the specific subject matter of this First Amendment, and all prior or contemporaneous agreements, understandings, representations and statements, oral or written, with respect to such specific subject matter of this First Amendment are merged into this First Amendment. 2.3. Preservation of Exchange Agreement. Except as expressly modified by this First Amendment, all of the provisions of the Exchange Agreement shall remain unaltered and in full force and effect. In the event of a conflict between the provisions of this First Amendment (including the attached Exhibits) and the provisions of the Exchange Agreement, the provisions of this First Amendment (including the attached Exhibits) shall control. 2.4. Governing Law. This First Amendment shall be governed by and construed in accordance with the laws of the State of California. 2.5. Further Acts. The Parties shall execute and deliver such further instruments and documents, and take such other further actions, as may be reasonably necessary to carry out the intent and provisions of this First Amendment. 2.6. Authority. Each of the individuals signing this First Amendment on behalf of each Party represents and warrants to the other Party that he or she is authorized to execute this First Amendment on behalf of such Party. 2.7. Effectiveness. This First Amendment shall be effective when it has been signed by, and delivered to, both the HOA and the YMCA. 3

EXECUTED as of the Effective Date in Westlake Village, California. HOA WESTLAKE CANYON OAKS HOMEOWNERS ASSOCIATION, a California non-profit corporation YMCA SOUTHEAST VENTURA COUNTY YMCA, a California non-profit corporation By: Name: Title: By: Name: Title: 4

EXHIBIT A REVISED LEGAL DESCRIPTION OF HOA PROPERTY

EXHIBIT B LEGAL DESCRIPTION OF CONSTRUCTION EASEMENT AREA

EXHIBIT C FORM OF CONSTRUCTION EASEMENT DOCUMENT

EXHIBIT D LEGAL DESCRIPTION OF SLOPE EASEMENT AREA

EXHIBIT E FORM OF SLOPE EASEMENT DOCUMENT 9