Amended Loan Agreement

AMENDED LOAN AGREEMENT

WHEREAS, , , and , of County, , hereinafter referred to as "BORROWER", have applied to , hereinafter referred to as "", for a loan of $ (the "Loan") to be secured by a first mortgage lien on approximately acres of land in County, ; and

WHEREAS, said land which is to be the collateral for this Loan is owned by , a Corporation;

WHEREAS, , a Corporation, (hereinafter referred to as "Guarantor") is guaranteeing said Loan, said Guaranty to be secured by a first Deed of Trust covering said land;

WHEREAS, requires that Borrower and Guarantor execute this Loan Agreement, the terms of which are a material inducement for to enter into the mortgage Loan hereinbefore mentioned;

NOW, THEREFORE, the following covenants, terms and conditions shall be observed by Borrower and Guarantor, so long as any part of the $ Loan is outstanding:

1- Guarantor and Borrower shall furnish a financial statement to within thirty (30) days after receipt of written request from .

2- Guarantor is restricted from placing any additional liens and/or mortgages on the security, without the prior written consent of .

3- That in the event , Inc., a corporation, is or becomes a subsidiary or affiliate of another company, or creates a subsidiary of its own, , a corporation agrees that no contributions, dividends, loans or other cash advances shall be made, directly or indirectly, to such parent, subsidiary or affiliate if the Loan is in default or if any interest and/or principal payments currently due and payable are outstanding or if ., a corporation will not be able to make any Loan payments, as Guarantor, during the following 12 months, if necessary.

4- Guarantor agrees that no dividends (cash, stock or other forms) or net stock repurchases shall be made, directly or indirectly, if the Loan is in default or if any interest and/or principal payments currently due and payable are outstanding.

5- Borrower hereby represents, warrants and covenants that:

(A) As of the date hereof and throughout the term of the Loan,

(1) Neither Guarantor nor Borrower will be an employee benefit plan as defined in Section 3 (3) of the Employee Retirement Income Security Act of 1975, as amended ("ERISA"), which is subject to Title I of ERISA, nor a plan as defined in Section 4975 (e) (1) of the Internal Revenue Code of 1986, as amended (each of the foregoing hereinafter referred to collectively as "Plan"), and

(2) Neither the assets of the Guarantor nor Borrower will constitute "plan assets" of one or more such Plans within the meaning of Department of Labor ("DOL") Regulation Section 2510.3-101.

(B) As of the date hereof and throughout the term of the Loan, if Guarantor or Borrower is a "governmental plan" as defined in Section 3 (32) of ERISA, the closing of the Loan will not constitute or result in a violation of state or local statutes regulating investments of and fiduciary obligations with respect to governmental plans.

(C) As of the date of the Loan, both Guarantor nor Borrower will be acting on its own behalf and not on account of or for the benefit of any Plan.

(D) Neither Guarantor nor Borrower has present intent to transfer the Loan to any entity, person or Plan which will cause a violation of ERISA.

(E) Neither Guarantor nor Borrower shall assign its interest under the Loan to any entity, person Plan which will cause a violation of ERISA.

(D) The closing of the Loan and any foreclosures on such Loan will not violate the provisions of ERISA.

A default under any of the foregoing covenants, terms and conditions shall, at the option of Metropolitan, accelerate the due date of the Note and Deed of Trust executed by Borrower, which shall then become immediately due and payable.

This Loan is contingent on obtaining a senior lien covering said land.

This Note amends, restates, and replaces that Loan Agreement dated , in the principal amount of $ between the Borrower herein and , with .

IN WITNESS WEREOF, the parties hereto have executed the Amended Loan Agreement as of the day of , .

.