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(P 12 ( s) FIRST AMENDMENT TO PARKING AGREEMENT This First Amendment to Parking Agreement ( "First Amendment ") is entered into as of this day of 1 2011 by and between the CITY OF SOUTH BEND, INDIANA, DEPARTMENT OF REDEVELOPMENT, acting by and through the SOUTH BEND REDEVELOPMENT COMMISSION (the "Commission'), and STEPHENSON MILL ASSOCIATES, LLC, a Wisconsin limited liability company ( "SMA "). WITNESSETH: WHEREAS, Commission and SMA entered into that certain Agreement to Lease (as amended, the "Agreement ") dated effective September 2, 1994 pertaining to the lease by SMA of a certain parcel on which Commission subsequently completed improvements (the "Parking Lot "), such Parking Lot providing paved parking for SMA's multi - family housing project adjoining the Parking Lot (the "Stephenson Mill Project Site "); and WHEREAS, SMA has applied for a mortgage loan to be insured by the U.S. Department of Housing and Urban Development with respect to the Stephenson Mill Project Site (the "Refinancing ") and in connection therewith, the lender providing the Refinancing, St. James Capital, L.L.C. ( "Lender"), has conditioned the Refinancing upon an extension of the term of the Agreement, thereby making the termination date of the Agreement the last day of the year that the Refinancing matures, and converting the interest of the SMA to an easement interest; and WHEREAS, in order to satisfy the Lender's above - described requirement in connection with the Refinance, SMA has requested and Commission has agreed to modify the Agreement on and subject to the terms contained in this First Amendment; NOW, THEREFORE, in consideration of the foregoing and for other consideration, the receipt and sufficiency of which are hereby acknowledged, Commission and SMA agree that the Agreement is hereby amended as follows: 1. Capitalized Terms. Capitalized terms used and not otherwise defined herein shall have the meanings ascribed to such terms in the Agreement. All references to "Heartland" or "Heartland Fund Management, Inc." in the Agreement shall be removed and replaced with "Housing Horizons, LLC ", the new managing member of the SMA. 2. Extension of Agreement Term. The Agreement is currently due to expire on September 1, 2024. The parties hereby agree that Term of the Agreement shall be extended to December 31, 2046. Upon the closing and funding of the Refinancing (the "Closing "), the parties hereto shall enter into a recordable Grant of Easement confirming the extended Term of the Agreement and the SMA's option to purchase rights as provided below in Section 3 hereof. The parties agree to and shall execute the Grant of Easement and deliver the same into escrow with the title company selected by Lender with instructions to record the Grant of Easement upon the Closing. Notwithstanding anything to the contrary herein, the effectiveness of this First Amendment is conditioned upon the closing and funding of the Refinancing no later than December 31, 2011. If such closing and funding has not occurred on or before such date, the terms and conditions of this First Amendment shall be null and void.