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AMENDMENT NO. 1 TO LOAN AGREEMENT AND PROMISSORY NOTE WITH THE SAN LEANDRO IMPROVEMENT ASSOCIATION This Amendment No. 1 to Loan Agreement and Promissory Note (this “Amendment”) is entered into as of _____________ for reference purposes only, by and between the San Leandro Improvement Association, a California non-profit (“Borrower”) and the City of San Leandro, a California charter city (the “City”) with reference to the following facts: A. Borrower requested, and Lender agreed to provide, a loan of monies (the “Loan”) through a negotiated agreement pursuant to certain terms and conditions for the purpose of providing Borrower funding for Downtown San Leandro capital improvements (the “Loan Agreement”). Lender was amenable to such a loan, subject to specific provisions that provide Lender assurance that the Loan will be paid before all of Borrower’s other debts and obligations from assessments due and owing to Borrower established under the California Property and Business Improvement District Law of 1994 (“PBID Law”) (California Streets & Highways Code section 36600 et seq.). The Loan Agreement was approved by the City Council for the City of San Leandro on December 19, 2016; and B. The Loan Agreement is also evidenced by that certain Secured Promissory Note approved December 19, 2016, labeled as Exhibit A (the “Note”). This Amendment No. 1, the Loan Agreement, and the Note are collectively referred to herein as the “Loan Documents.” C. Borrower and City now wish to amend the Loan Agreement to defer principal payments until 2022, and to establish the schedule, through a new Exhibit B to the Loan Agreement, by which payments defined in the Loan Agreement shall be made. NOW, THEREFORE, in consideration of the foregoing, of the mutual promises of the parties hereto and for other good and valuable consideration the receipt and sufficiency of which are hereby acknowledged, the parties mutually agree to amend the Loan Documents as follows: 1.Incorporation of Recitals. The Recitals set forth above are each incorporated into the body of this Amendment as if set forth in full. 2.Section 1.2of the Loan Agreementis amended in its entirety to read as follows: INTEREST RATE; PAYMENT DATES; MATURITY DATE. Interest shall accrue on the outstanding principal balance of the Loan at a rate of three percent (3.0%) simple interest per annum. Payments shall be due and payable in accordance with the schedule set forth in Exhibit B, which is attached hereto and made a part hereof. The entire outstanding principal balance of the Loan together with accrued interest and all other sums due under the Loan Documents shall be payable in full on July 31, 2027, all in accordance with Exhibit B (the “Maturity Date”). Notwithstanding the foregoing, the Lender shall have the right to accelerate the Maturity Date and declare all sums payable under the Note immediately due and payable upon Lender’s 1