BLP PARTNERSHIP FIRST AMENDMENT TO HELP LOAN AGREEMENT

FIRST AMENDMENT TO HELP LOAN AGREEMENT (BLP Partnership and City of Pleasanton — Pleasanton Assisted Living) THIS FIRST AMENDMENT TO HELP LOAN AGREEMENT ( "Amendment") is entered into as of October 26, 2011, by and between BLP Partnership, Inc., a California nonprofit public benefit corporation (the "Borrower ") and the City of Pleasanton, a California municipal corporation (the "City ") with reference to the following facts: A. The Borrower and the City entered into that certain HELP Loan Agreement dated September 1, 2005 (the "Loan Agreement ") in which the City agreed to loan the Borrower One Million Five Hundred Thousand Dollars ($1,500,000) of HELP funds (the "HELP Loan ") to finance the development of a one hundred and five (105) unit assisted living facility in the City of Pleasanton (the "Project "). B. All of the interest on the HELP Loan was paid, and the principal of the HELP Loan was paid down to Four Hundred Forty -Nine Seven Hundred and Fifty Thousand Dollars ($449,750), as evidenced by that certain First Amended and Restated HELP Promissory Note (Pleasanton Assisted Living) dated January 18, 2011 (the "Amended and Restated Note "). C. Section 2.3 (b) of the Loan Agreement was also amended through the Amended and Restated Note as more fully set forth in Section 2.2, below. D. The Borrower and the City desire to further amend the Loan Agreement as set forth below. NOW THEREFORE, in consideration of the mutual promises of the parties hereto, the City and the Borrower amend the Loan Agreement as follows: Section 1. Recitals. The City and the Borrower agree that the above recitals are true and correct and are hereby incorporated herein as though set forth in full. Section 2. Amendment to Loan Agreement. The following provisions of the Loan Agreement are hereby amended as set forth below: 2.1 Reserve Funds Deposit. The City and the Borrower desire to permit annual deposits of up to Ninety -Five Thousand Dollar ($95,000) into reserve fund accounts and hereby amend and restate the definition of Annual Operating Costs as set forth in Section 2.3 (a)(i) Of the Loan Agreement as follows: "(ii) "Annual Operating Costs" shall mean, with respect to a particular fiscal year, costs incurred for operation and maintenance of the Project, including but not limited to: property taxes and assessments imposed on the Project; debt service currently due on Approved Financing (excluding debt service owed to the Other City Loan and the HELP Loan); annual fees charged in connection with any Approved Financing, property management fees and reimbursements, insurance premiums; utility services not paid for directly by tenants; maintenance and repair; any annual license or occupancy fees required for operation of the 144 \105 \1040330.1