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FIRST AMENDMENT TO PURCHASE AGREEMENT <br />This First Amendment to Purchase Agreement dated this day of <br />2012 by The Housing and Redevelopment Authority in and for the City of Ramsey, <br />Minnesota, a public body politic and corporate under the laws of the State of Minnesota <br />("Seller"), the City of Ramsey, Minnesota, a home rule charter city organized and <br />existing under the constitution and laws of the State of Minnesota ("City") and F&C <br />Ramsey Apartments, LLC, an Indiana limited liability company ("Buyer"). <br />WHEREAS, the following facts are true: <br />A. The Seller, the City and the F&C Ramsey, LLC, an Indiana limited <br />liability company, have previously entered into that certain "Purchase Agreement For <br />The Portions of Lot 1, Block 1, Lot 2, Block 1 and Outlot A, Ramsey Town Center 5th <br />Addition To Be Replatted As Lot 3, Block 1, COR ONE" dated March 9, 2012 (the <br />"Purchase Agreement"). <br />B. F&C Ramsey, LLC, assigned all of its rights and obligations under the <br />Purchase Agreement to F&C Ramsey Apartments, LLC, and F&C Ramsey Apartments, <br />LLC, assumed all of F&C Ramsey, LLC's rights and obligations under the Purchase <br />Agreement pursuant to an Assignment and Assumption of Contracts also dated March 9, <br />2012. <br />C. The parties now wish to amend the Purchase Agreement to provide <br />additional time for closing. <br />NOW THEREFORE, for good and valuable consideration, the receipt and <br />sufficiency of which are hereby acknowledged, the Seller, the City and the Buyer agree: <br />1. Paragraph 9 of the Purchase Agreement is hereby modified to extend the <br />closing date from March 29, 2012 to April 30, 2012. <br />2. Except as specifically modified herein, the Purchase Agreement is ratified <br />and confirmed in all respects. <br />Executed as of the date first above written. <br />(Signature pages follow) <br />4564613v2 <br />