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EXHIBIT B FIRST <br />AMENDMENT <br /> <br /> <br />FIRST AMENDMENT TO <br />Development agreement <br /> <br /> <br />Dated: April , 2015 (THE “AMENDMENT EFFECTIVE DATE”) <br /> <br /> <br />Parties. <br />2. The parties to this First Amendment to Development Agreement (this <br />“First Amendment”) are: <br /> <br />1. The City of Ramsey, Minnesota, a home rule charter city organized and <br />existing under the constitution and laws of the State of Minnesota, both for itself and as <br />successor-in-interest to The Housing and Redevelopment Authority in and for the City of <br />Ramsey, Minnesota (the “HRA”) (collectively, the “City”); <br /> <br />2. F&C Ramsey, LLC, an Indiana limited liability company (“F&C <br />Ramsey”); <br /> <br />3. F&C Ramsey Apartments, LLC, an Indiana limited liability company <br />(“F&C Apartments”); and <br /> <br />4. F&C Ramsey Member, LLC, an Indiana limited liability company (“F&C <br />Borrower”). <br /> <br />5. This First Amendment sometimes refers to the City, F&C Ramsey, F&C <br />Apartments, and F&C Borrower, collectively, as the “Parties.” <br /> <br />RECITALS <br /> <br /> <br />A. City, F&C Ramsey, and F&C Borrower are parties to the Development <br />Agreement dated March 9, 2012 (the “Development Agreement”) and recorded in the office of <br />the Anoka County Registrar of Titles on May 3, 2012 as Document No. 508341.004, relating to <br />the real property legally described on the attached Exhibit A (the “Development Property”). <br /> <br />B. Pursuant to that unrecorded Assignment and Assumption of Contracts entered into <br />by F&C Ramsey and F&C Apartments dated as of March 9, 2012, F&C Ramsey assigned all of <br />its right, title and interest in, to and under the Development Agreement to F&C Apartments <br />except the rights and obligations of F&C Ramsey under Article VI of the Development <br />Agreement relating to the TIF financing. <br /> <br />C. Pursuant to Minnesota Statutes Section 469.033, Subd. 7, HRA Resolution #14- <br />11-236 dated November 12, 2014, the City (the “HRA Resolution”), and City Resolution #14- <br />12-262 dated December 9, 2014 (the “City Resolution”), the HRA transferred all of its assets, <br />including its rights under the Development Agreement, to the City and the City approved the <br />transfer of all of the HRA’s assets to the City and dissolved the HRA. <br />6911974v4 <br /> <br /> <br />