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FIRST AMENDMENT

TO
ARTS FACILITY CONSTRUCTION ADMINISTRATION AND FUNDING AGREEMENT

by and between

NATIONAL UNDERGROUND RAILROAD FREEDOM CENTER, INC.

and

OHIO CULTURAL FACILITIES COMMISSION

Dated
as of
July 1, 2008
FIRST AMENDMENT TO ARTS FACILITY CONSTRUCTION
ADMINISTRATION AND FUNDING AGREEMENT

This First Amendment to Arts Facility Construction Administration and Funding


Agreement (the “Amendment”), dated as of July 1, 2008, is entered into by and between
National Underground Railroad Freedom Center, Inc., as construction administrator (the
“Construction Administrator”) and the State of Ohio (the “State”) acting by and through the Ohio
Cultural Facilities Commission (formerly known as the Arts and Sports Facilities Commission),
as lessee (the “Commission”).

RECITALS

1. The Construction Manager and the Commission previously entered into an Arts
Facility Construction Administration and Funding Agreement (the “Original Agreement”) dated
as of March 25, 2003.

2. Certain facts and circumstances recited in the Original Agreement have changed.

3. The Construction Administrator and the Commission desire to amend the Original
Agreement to reflect the changes in facts and circumstances.

NOW, THEREFORE, in consideration of the mutual promises and covenants set forth in
the Original Agreement as amended by this Amendment, the Construction Administrator and the
Commission agree as follows:

Section 1. The Recitals in the Original Agreement are hereby deleted in their entirety and
replaced with the following:

“RECITALS

1. Pursuant to a Base Lease dated as of March 23, 2003 by and


between the Construction Administrator and the Commission, as amended (the
“Base Lease”), the Construction Administrator leased certain real property to the
Commission.

2. Pursuant to O.R.C. Chapter 152, Section 2i of the Ohio


Constitution: (a) the Commission granted and conveyed its rights in that real
property to the Ohio Building Authority (the “OBA”), (b) OBA has issued bonds
(the “OBA Bonds”) for the purpose of providing to pay costs of acquiring,
constructing, reconstructing, rehabilitating, renovating, enlarging and otherwise
improving certain capital facilities, which are Ohio cultural facilities (formerly
Ohio arts facilities) as defined in the Act, including that capital facility described
in Exhibit A to the Base Lease (the “Arts Project”), and (c) pursuant to a Lease
Agreement dated as of June 1, 1993, as amended (the “OBA Lease Agreement”)
OBA has leased the Arts Project to the Commission.

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3. The Ohio General Assembly enacted legislation providing that the
Treasurer of State (the “Treasurer”) (a) succeeded to and replaced OBA as the
issuing authority in all matters relating to the issuance of obligations for the
financing of Ohio cultural facilities, and (b) succeed to, have and perform all of
the duties, powers, obligations and functions, and have all the rights of OBA
provided in or pursuant to resolutions, rules and agreements entered into by the
OBA.

4. The Treasurer has and will issue bonds (the “Treasurer Bonds”,
and together with the OBA Bonds, the “Bonds”) for the purpose of financing
costs of Ohio cultural facilities, including the Arts Project.

5. The Commission is a body corporate and politic, an agency of


State government and an instrumentality of the State, performing essential
government functions of the State, duly created, existing and operating under and
by virtue of the Act.

6. In accordance with the Act, the Commission shall engage in and


provide for the development, performance and presentation or making available
of the arts in this State by the exercise of its powers under the Act.

7. In accordance with the Act, the Commission may construct, or


provide for the construction of, lease, equip, furnish, administer and manage, or
provide for the operation and management of the Arts Project.

8. In accordance with the Act, the Commission may (i) make and
enter into all contracts, commitments and agreements, and execute all instruments
necessary or incidental to the performance of its duties and the execution of its
rights under the Act and (ii) do anything necessary or appropriate to carry out the
purposes of and exercise the powers granted in the Act.

9. The General Assembly has appropriated and will appropriate funds


(the “State Appropriation”) for the construction of the Arts Project.

10. The Commission has determined that the Arts Project meets all
requirements of the Act and, subject to the fulfillment of certain conditions, has
approved the expenditure of the State Appropriation for the Arts Project.

11. The Commission and the Construction Administrator have entered


into a Cooperative Use Agreement (the “Management Agreement”) pursuant to
which the Construction Administrator has agreed to operate and manage the
facility housing the Arts Project (the “Facility”) upon completion of the Arts
Project.

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12. In accordance with the Act, the Commission has determined that
construction services for the Arts Project will be provided by an arts organization
that occupies, will occupy or is responsible for the arts facility.

13. The Construction Administrator is a 501(c)(3) organization exempt


from taxation under Section 501(a) of the Internal Revenue Code of 1986, as
amended, and an Ohio nonprofit corporation and the Construction Administrator
and the Commission wish to provide for the construction of the State
Improvements, Lessee Improvements, described on Exhibit B to the Lease (the
“Lessee Improvements”), as part of the Arts Project and the Facility, each as
described on Exhibit A to the Base Lease.

14. It is estimated that the total cost of the Arts Project is


approximately $117,744,000. That portion of the Arts Project constituting the
Lessee Improvements shall be paid for by the Commission with a portion of the
proceeds of the Bonds (the “Facility Bonds”) and the remaining costs of the Arts
Project shall be paid for by the National Underground Railroad Freedom Center,
Inc.”

Section 2. This Amendment may be executed in several counterparts, each of which shall
be an original and all of which shall constitute but one and the same document.

IN WITNESS WHEREOF, the Commission and the Construction Administrator have


caused this Amendment to be executed by their duly authorized representatives as of the day and
year first written above.

Signed in the presence of: OHIO CULTURAL FACILITIES COMMISSION

By:
Signature Kathleen M. Fox, Executive Director

Printed Name

Signature

Printed Name

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Signed in the presence of: NATIONAL UNDERGROUND RAILROAD
FREEDOM CENTER, INC.

By:
Signature Don Murphy, President and
Chief Executive Officer

Printed Name

Signature

Printed Name

Approved as to form:

____________, Attorney General; State of Ohio


on attached approval form dated: __________________