exv10w6w1






EXHIBIT 10.6.1




AMENDMENT TO PURCHASE AND SALE AGREEMENT

AND JOINT ESCROW INSTRUCTIONS




     THIS AMENDMENT TO PURCHASE AND SALE AGREEMENT AND JOINT ESCROW INSTRUCTIONS
(“Amendment”) is made as of February 1, 2010, by and between CONEXANT SYSTEMS, INC., a
Delaware corporation (“Seller”), and CITY VENTURES, LLC, a Delaware limited liability company
(“Buyer”).



RECITALS:




     A. Seller and Buyer previously entered into that certain Purchase and Sale Agreement and Joint
Escrow Instructions dated January 12, 2010 (the “Agreement”), concerning the Property.
Capitalized terms not otherwise defined herein shall have the meanings assigned to them in the
Agreement.



     B. Seller and Buyer have agreed upon the form of Data Center Lease and Flex Space Lease and
desire to add such forms to the Agreement as Exhibits H-2 and H-3, respectively.



AGREEMENT:




     NOW, THEREFORE, in consideration of the foregoing Recitals, the mutual covenants and
agreements contained in this Amendment, and for other good and valuable consideration, the receipt
and sufficiency of which are hereby acknowledged, Buyer and Seller hereby agree to amend the
Agreement as follows:



     1. Form of Data Center Lease. The form of Data Center Lease attached hereto as
Exhibit H-2 is hereby added to Exhibit H-2 of the Agreement. All references in the Agreement to
the Data Center Lease shall hereafter mean the form of Data Center Lease attached hereto as Exhibit
H-2.



     2. Form of Flex Space Lease. The form of Flex Space Lease attached hereto as Exhibit
H-3 is hereby added to the Agreement as Exhibit H-3. All references in the Agreement to the Flex
Space Lease shall hereafter mean the form of Flex Space Lease attached hereto as Exhibit H-3.



     3. Miscellaneous.



          (a) Effect of Amendment. Except to the extent the Agreement is modified by this
Amendment, the remaining terms and conditions of the Agreement shall remain unmodified and in full
force and effect. In the event of conflict between the terms and conditions of the Agreement and
the terms and conditions of this Amendment, the terms and conditions of this Amendment shall
prevail and control.




          (b) Entire Agreement. The Agreement, together with this Amendment, embodies the
entire understanding between Seller and Buyer with respect to its subject matter and can be changed
only by an instrument in writing signed by Seller and Buyer.




          (c) Counterparts. This Amendment may be executed in one or more counterparts,
including facsimile counterparts, each of which shall be deemed an original but all of which, taken
together, shall constitute one in the same Amendment.







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     IN WITNESS WHEREOF, this Amendment has been executed as of the day and year first set forth
above.



	 	 	 	 	 
	 	“SELLER”



CONEXANT SYSTEMS, INC., a Delaware corporation 

 	 
	 	By:  	/s/ Mark Peterson
 	 
	 	Its:	          Mark Peterson, Senior Vice President, 	 
	 	 	Chief Legal Officer and Secretary
	 
	 
	 	“BUYER”



CITY VENTURES, LLC, a Delaware limited liability company

 	 
	 	By:  	/s/ R. Mark Bucklund
 	 
	 	Its:	          R. Mark Buckland, President 	 
	 	 	 	 



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