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4854-3151-6602 v3 1
<br />AMENDED AND RESTATED SECURED PROMISSORY NOTE
<br />(Ridge View Commons)
<br />
<br />
<br />[$16,632,775] ____________, 2024
<br />[$6,475,000 plus accrued interest] Pleasanton, California
<br />
<br />
<br />FOR VALUE RECEIVED, Ridge View Commons II Associates, L.P., a California
<br />limited partnership (“Borrower”), promises to pay to the City of Pleasanton, a municipal
<br />corporation (the “City”), in lawful money of the United States of America, the principal sum of
<br />[______________________ ($______)] together with interest on the outstanding principal
<br />balance in accordance with the terms and conditions described herein.
<br />This Note amends, restates, and supersedes in their entirety: (i) that certain Promissory
<br />Note Secured by Deed of Trust in the original principal amount of Four Million Dollars
<br />($4,000,000) dated as of June 27, 1988, executed by Eden Housing, Inc., a California nonprofit
<br />corporation (“Eden”) and subsequently amended by an Amendment to Promissory Note Secured
<br />by Deed of Trust executed by Eden and dated December 28, 1988 (as so amended, the “Prior
<br />HDG Note”); and (ii) that certain Promissory Note dated September 1, 1999, executed by Ridge
<br />View Commons Associates, a California limited partnership (“Ridge View I”) in the original
<br />principal amount of Two Million Two Hundred Fifty Thousand Dollars ($2,250,000), and
<br />subsequently amended to increase the principal amount to Two Million, Four Hundred Seventy-
<br />Five Thousand Dollars ($2,475,000) pursuant to that certain First Amendment to Promissory
<br />Note dated January 27, 2010, and executed by Ridge View I and City (as so amended, the “Prior
<br />Additional Note”). Eden’s obligation to pay the Prior HDG Note was assumed by Ridge View I
<br />pursuant to that certain Assumption and Assignment Agreement dated October 31, 1989,
<br />executed by and among Eden, Ridge View I, and City, and recorded in the Official Records of
<br />Alameda County (“Official Records”) on November 14, 1989 as Instrument No. 89-308003.
<br />The Prior HDG Note and the Prior Additional Note, each as previously amended and assigned
<br />are collectively referred to herein as the “Prior Notes.” As evidenced by this Note, Borrower
<br />has assumed the obligation to pay the Prior Notes.
<br />The original principal amount of this Note is equal to the aggregate sum of the
<br />outstanding principal balances of the Prior Notes, together with interest accrued thereon as of
<br />[May 1, 2024].
<br />This Note is secured by an Amended and Restated Leasehold Deed of Trust, Assignment
<br />of Rents, Security Agreement and Fixture Filing (“Deed of Trust”) dated as of the date hereof,
<br />executed by Borrower as trustor for the benefit of City, and recorded in the Official Records
<br />substantially concurrently with the delivery of this Note. City shall be entitled to the benefits of
<br />the security provided by the Deed of Trust and shall have the right to enforce the covenants and
<br />agreements contained herein, in the Deed of Trust, the Ground Lease (defined below), and that
<br />certain Affordable Housing Regulatory Agreement and Declaration of Restrictive Covenants
<br />dated as of the date hereof, executed by and between City and Borrower, and recorded in the
<br />Official Records substantially concurrently with the delivery of this Note (the “Regulatory
<br />Agreement”). The rent restrictions and other requirements set forth in the Regulatory
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