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, Ine., 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 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 circumstanees recited in the Original Agreement have changed. sion desire (o amend the Original 3. The Construction Administrator and the Comm Agreement to reflect the changes in facts and circumstanc: 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.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 of 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.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 oceupies, 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 $17,744,000. 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, Ine.” 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 ae CL aygeen By: Signature a Kathleen, TFoey CmhAcj Printed Name Pee) oer ‘Signature Berneid Corson — Printed Name Fox, Executive DirectorSigned in the presence oft NATIONAL UNDERGROUND RAILROAD. FREEDOM CENTER, INC. By; ‘Don Murphy, Prési Na leh. { Har lon Chief Executive Officer Printed Name. ‘Kite lewd Teun jgnature : Karhieen “DaewotL Printed Name Approved as to form: fi , Attorney General; Staje of Ohio on ‘d approval form dated: :Date: April 4, 2008 To: Lori Payne Associate Assistant Ohio Attorney General From: Tony Capaci Eee ner Pree Manager at Re: lational Underground Railroad : Yea COMMTaSIGt Freedom Center 20. Bron See, Sue 200 S Oo Columbus, Ohio 43215, A Sia reear70 PR 04 ay 181822778 an tug ec SNES iD Attached is a First Amendment to Arts Facility Construction Administration ard Se Agreement. As the Associate Assistant Attorney General assigned to Ohio Cultural Facilities Commission, please review the above referenced document and indicate either: (a) that this is a preliminary document review requiring changes and/or revisions; or (b) that this is a final review, in which case, you are approving the form of this document. If you indicate below that this is a final review, the document will be forwarded to all parties to the document for execution. Please retum this document to the Commission for processing according to your instructions. We understand that you are only reviewing the document for approval as to form and are not rendering an opinion as to the appropriateness of the terms of this document. NO CHANGES OF OUR STANDARD LANGUAGE HAVE BEEN MADE. ‘THIS IS A PRELIMINARY DOCUMENT REVIEW REQUIRING CHANGES OR REVISIONS. x THIS IS A FINAL REVIEW. THIS DOCUMENT HAS BEEN REVIEWED BY THE ASSISTANT ASSOCIATE ATTORNEY GENERAL ASSIGNED TO THE OHIO CULTURAL FACILITIES COMMISSION AND IS APPROVED ASTOFORM, subject 42 Per ted reasions ‘THIS FORM WILL BECOME PART OF THE ABOVE-NAMED LEGAL DOCUMENT. MARC DANN ATTORNEY GENERAL OF OHIO ayne, AsSociate Assistant Attorney General PRO ROVD ‘S\PROJECT MANAGEMENT\ Cultural ProjectNational Underground Ralrcad Freedom Cente/Legal Docs\agreements\APPROVED AS TO FORM AG for First Admendiment to CAF docx avare008