BLP PARTNERSHIP FIRST AMENDMENT TO HELP LOAN AGREEMENT

Project; security services; advertising and marketing; deposits of up to Ninety - Five Thousand Dollars ($95,000) into reserve accounts; payment of any previously unpaid portion of the Borrower fee; extraordinary operating costs specifically approved in writing by the City; payments of deductibles in connection with casualty insurance claims; the amount of uninsured losses actually replaced, repaired or restored, replacement reserve deposits, other ordinary and reasonable operating expenses included in the Borrower's annual budget; other ordinary and reasonable operating expenses included in the Borrower's annual budget; other ordinary and reasonable operating expenses approved in writing by the City and not listed above. Annual Operating Costs shall not include the following: depreciation, amortization, depletion or other non - cash expenses; and any amount expended from a reserve account." 2.2 Repayment Provision: The Amended and Restated Note amended Section 2.3 (b) of the Loan Agreement by deleting subparagraphs (b)(ii)(1) and (2), so that Section (b) (ii) now reads as follows: "(ii) The payment owed on the Loan until the Loan has been repaid in full. Such payment will be equal to Seventy -Five Percent (75 %) of Surplus Cash remaining." Pursuant to this Amendment, the Parties also desire to amend and restate Section 2.3 (iii) of the Loan Agreement so that it reads as follows: "(iii) "Help Loan Payment" shall mean the annual amount owed on the Loan, which shall equal Seventy -Five Percent (75 %) of the Surplus Cash remaining after payments have been made pursuant to Section 2.3(b)(i)." Section 3. Counterparts. This Amendment may be executed in one or more counterparts, each of which shall be deemed to be an original, but all of which together shall constitute but one and the same instrument. Section 4. Definitions. All capitalized terms not otherwise defined herein shall have the meaning set forth in the Loan Agreement. Section 5. No Other Changes to Loan Agreement. Except as expressly modified by this Amendment, all other provisions of the Loan Agreement are unmodified and continue in full force and effect. Section 6. California Law. This Amendment shall be governed by and construed in accordance with the laws of the State of California applicable to contracts made and to be performed entirely therein. [Signatures to Follow On Next Page] 144 \105 \1040330.1