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ATTACHMENT 1 AMENDED AND RESTATED HELP PROMISSORY NOTE (Pleasanton Assisted Living) $450,000 Pleasanton, California January 18, 2011 FOR VALUE RECEIVED., the undersigned BLP Partnership, Inc., a California nonprofit public benefit corporation ( "Borrower ") hereby promises to pay to the order of the City of Pleasanton ( "Holder "), a principal amount of Four Hundred Fifty Thousand Dollars $450,000 pursuant to the Loan Agreement (as defined below). Recitals Whereas, in July 2005, Holder was awarded a Housing Enabled by Local Partnerships Program (`HELP ") loan from the California Housing Finance Agency ( "Ca1HFA ") in the amount of One Million Five Hundred Thousand Dollars ($1,500,000) to assist with the construction of an Assisted Living Facility; Whereas, in September 8, 2005 the Holder entered into a Loan Agreement with CaIHFA establishing terms and conditions for repayment of the HELP loan (Loan No. HELP- 020405- 06); Whereas, on September 1, 2005, Holder and Borrower entered into a HELP Loan Agreement ( "Loan Agreement ") in the amount of One Million Five Hundred Thousand Dollars ($1,500,000) with the intent of using the Borrower's repayment to repay the CaIHFA Loan No. HELP – 020405 -06. All capitalized terms not otherwise defined herein shall have the meanings ascribed to them in the Loan Agreement. Whereas, on September 1, 2005 the Holder and Borrower entered into a HELP Promissory Note ( "Existing Note ") setting forth the terms for repayment of funds as detailed in the HELP Loan Agreement; Whereas, on January 18, 2011 Holder approved the full principal and interest repayment of the CaIHFA Loan No. HELP- 020405 -06 with One Million Two Hundred Thousand ($1,200,000) provided by the Borrower and Four Hundred Fifty Thousand ($450,000) provided by Holder through Holder's Lower Income Housing Fund ( "LIHF "). Holder has accepted such payment by Borrower as satisfaction of all interest accrued on the Loan through the date of this Note, and a reduction of the outstanding principal balance of the Loan to the sum of $450,000. Whereas, in recognition of Borrower's repayment of $1,200,000 of the Loan, and the application of such repayment to repay $1,200,000 of the CaIHFA Loan No. HELP - 20405 -06 and Holder's $450,000 payment to fully repay Loan No. HELP - 020405 -06, Holder and Borrower wish to amend and restate the Existing Note in its entirety.