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FIFTH AMENDMENT TO PURCHASE AGREEMENT <br />This Fifth Amendment to Purchase Agreement dated this day of August, <br />2011 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, LLC, an Indiana limited liability company ("Buyer"). <br />WHEREAS, the following facts are true: <br />A. The Seller, the City and the Buyer have previously entered into that <br />certain "Purchase Agreement For The Portions of Lot 1, Block 1, Lot 2, Block 1 and <br />Outlot A, Ramsey Town Center 5th Addition To Be Replatted As Lot 3, Block 1, COR <br />ONE," as amended by that certain undated First Amendment to Purchase Agreement, that <br />certain Second Amendment to Purchase Agreement dated May 16, 2011, that certain <br />Third Amendment to Purchase Agreement dated , 2011 and that certain <br />Fourth Amendment to Purchase Agreement dated August , 2011 (collectively, the <br />"Purchase Agreement"). <br />B. The parties now wish to amend the Purchase Agreement to certain terms <br />of the Purchase Agreement. <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. The first sentence of Section 5 is deleted in its entirety and replaced with <br />the following: "The purchase price of the Property is $750,000.00 (the "Purchase <br />Price")." <br />2. Paragraph 6 of the Purchase Agreement is hereby modified to extend the <br />closing date from September 15, 2011 to November 1, 2011. <br />3. Paragraph 14 of the Purchase Agreement is modified to extend the <br />contingency exercise date for Paragraph 14(f) from September 10, 2011 to and including <br />October 15, 2011. <br />4. New Section 14(h) is added to the Purchase Agreement to read as follows: <br />(h) Buyer's receipt of an Amended and Restated Development <br />Agreement, acceptable to Buyer in Buyer's reasonable determination, <br />which has also been approved by Seller and the City, on or before October <br />15, 2011. Buyer may exercise the contingency described in this <br />subsection (h) and terminate this Agreement pursuant to Section 18 on or <br />before October 16, 2011. <br />5. New Section 15(d) is added to the Purchase Agreement to read as follows: <br />4168216v1 <br />