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ATTACHMENT 1 SECOND AMENDMENT TO LOAN AGREEMENT AND SECOND AMENDMENT TO GROUND LEASE (BLP Partnership and City of Pleasanton— Pleasanton Assisted Living) THIS SECOND AMENDMENT TO LOAN AGREEMENT AND SECOND AMENDMENT TO GROUND LEASE ("Second Amendment") is entered into as of , 2012, 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"). All capitalized terms not otherwise defined in this Second Amendment shall have the meaning set forth in Section 1.1 and Section 2.3 (as amended by this Second Amendment) of the Loan Agreement (as defined in Recital A). RECITALS A. The Borrower and the City entered into that certain Loan Agreement dated September 1, 2005 (the "Loan Agreement") in which the City agreed to loan the Borrower Two Million Four Hundred Ninety Thousand Dollars ($2,490,000)to finance the development of a one hundred and five (105) unit assisted living facility in the City of Pleasanton (the "Project"). B. The Borrower and the City entered into that certain Ground Lease By and Between City of Pleasanton (Lessor) and BLP Partnership ("Lessee") dated September 1, 2005, a memorandum of which was recorded as Instrument No. 2005-419130 in the Official Records of the County of Alameda on September 29, 2005 (the "Ground Lease") in which the City and the Borrower agreed that the City would lease to the Borrower certain land, as more specifically described in the Ground Lease, on which the Borrower would develop and operate the Project. C. The Loan Agreement and the Ground Lease were amended by that certain First Amendment to Loan Agreement and Ground Lease (BLP Partnership and City of Pleasanton — Pleasanton Assisted Living) dated October 26, 2011 (the "First Amendment to Loan Agreement and Ground Lease"). D. The Borrower and the City desire that the First Amendment to Loan Agreement have no force and effect and instead be replaced in its entirety by this Second Amendment. E. Through this Second Amendment, the Borrower and the City desire to amend the Loan Agreement as follows: allow an increase to the initial annual Asset Management Fee from Ten Thousand Dollars ($10,000)to Twenty Five Thousand Dollars ($25,000) while maintaining the annual 3% escalation rate; to permit annual deposits of up to Ninety-Five Thousand Dollar ($95,000) into reserve fund accounts; to allow the Borrower to receive a management fee for managing the Affordability Reserve and to allow the Affordability Reserve to be used to pay for Annual Operating Costs to the extent short term cash flow issues or other extraordinary circumstances exist;to allow the Borrower to fund a capital reserve account of up 144\105\1089664.2