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FIRST AMENDMENT TO BASE LEASE This First Amendment to Base Lease Is dated as of NLM 2005 by and between the National Underground Railroad Freedom Center, Inc., as lessor (the "Lessor" or "Center’), and the State of Ohio (the *State"), acting by and through the Ohio Cultural Facilities Commission, fka the ‘Ohio Arts and Sports Faciities Commission, as lessee (the "Lessee" or the "Commission"). Capitalized terms not otherwise defined herein shall have the same meaning as such ferms are defined in the Base Lease, hereinafter defined. RECITALS WHEREAS, the Center and the Commission entered into a Base Lease, dated as of March 25, 2003 {the "Base Lease’) fo provide for the lease from the Center to the Commission of certain property, iescibed in Exhibit C attached to the Base Lease, and the improvements to be constructed thereon, being a museum (the "Project"); WHEREAS, pursuant to H.B. 16 adopted by the 126" General Assembly of the State of Ohio, an dditional $4,150,000 has been appropriated to pay for costs of construction of the Project; WHEREAS, pursuant to Resolution No. R-05-07 of the Commission adopted on May 26, 2005, the Commission authorized the expenditure of up to $12,650,000, representing the additional $4,150,000, to pay for costs of construction of the Project; and WHEREAS, the parties hereto wish to amend certain provisions of the Base Lease to reflect the additional funding and make certain other changes; NOW, THEREFORE, in consideration of the mutual promises and covenants set forth herein, the parties agree as follows: Section 1. Amendments to Recitals. Recital 1 of the Base Lease is hereby deleted in its entirety and is amended to read as follows: "4, Pursuant to O.R.C. Chapter 152, Article Vill, Section 2i of the Ohio Constitution, the Ohio Building Authority (the "Authority") has Issued its State of Ohio (Ohio Building ‘Authority) State Faciities Bonds (Arts and Sports Facilties Building Fund Projects) and the Treasurer of the State of Ohio (the "Treasurer”) has issued or will issue its State of ‘Ohio Cultural Capltal Facilities Bonds (collectively, the "Bonds") for the purpose of providing moneys to pay the costs of acquiring, constructing, reconstructing, fehabililating, renovating, enlarging and otherwise improving, equipping and furnishing ‘apttal faciities, which are Ohio cultural faciiies, as defined in O.R.C. Section 3383.01(K);" New Reoilals 3 and 4 of the Base Lease are added and shall read as follows: "3, Pursuant to H.B. No. 16 of the 126" General Assembly, effective July 1, 2005, the Treasurer shall (a) succeed to and replace the Authority as the issuing authority in all matters relating to the issuance of obligations for the financing of Ohio cultural facilities and (b) succeed to and have and perform all of the duties, powers, obligations and functions, and have all of the rights of the Authority provided for in or pursuant to resolutions, rules, and agreements previously entered into by the Authority, ‘§\Temp Cao} ZelizeNURFC-FIRST AMENDMENT TO BASE LEASE doo¥/05 “THE DANY OF NEw YoRe v4 in eccordance with a Trust Indenture betwoen the Treasurer and TST COMMPOM, N-A. dated ‘the Ohio Public Faciities Commission (the *OPFC") wil laase Serta eecer fotthe Commission which will, in turn, use proceeds from the Bonds to finance Improvements to capital facillies, including those owned by the Lessor,” Recital 9 (now renumbered as Recital 11 in accordance with the provisions ofthis Section) ofthe Base Lease is hereby deleted in its entirety and is amended to read as follows: “11, tt is estimated that the total cost of the Cultural Project is approximately $115,844,000. The Commission shall pay for a portion of the Lessee Improvements included in the Cultural Project from tha proceeds of the Bonds (the "Facility Bonds"). ‘The Lessee Improvements are described in Exhibit B attached hereto and made a part hereof. The Lessor shall pay the remaining costs of the Cultural Project from the Local Share, as defined in the management Agreement. ‘All other Recitals, not otherwise amended pursuant to this Section, shall be renumbered accordingly. Section 2. Change in Terms. Wherever the term *Authorty,” being the Ohio Building Authority, is used in the body of the Base Lease (exclusive of the Recitals), such word shall now be amended to "OPFC and the Treasurer" except in Article X, Sections 1(e) and 1(f) and Article Xi, Sections 1 and 6 where no change shall be made. Wherever the tarm *Ohio Arts & Sports Facilities Commission" appears, such term shall be amended to "Ohio Cultural Facilities Commission.” Wherever the terms “art," “arts project,” “arts faciity" or “arts organization” appear in the Base Lease, such words shall now be amended to “culture, “cultural faclity’ or “cultural organization", respectively. Section 3, Acknowadgement. The parties hereto acknawiedge that effective July 1, 2005, the Treasurer succeeds to, has, and shall perform all of the duties, powers, obligations and functions, and have all of the rights, of the Authority provided for in or pursuant to resolutions, rules, or agreements previously entered into by the Authorit Section 4. AlLOther Terms. All other terms and provisions of the Base Lease shall remain in full force and effect. IN WITNESS WHEREOF, the Center and the Commission have caused this First Amendment to Base Lease to be executed as of the date set forth above. ‘S\Temp Cool ZeisNURFC.IRST AMENDMENT TO BASE LEASE doc 8305, STATE OF OHIO 88: COUNTY OF HAMILTON The foregoing First Amendment to Oo eae before me on lug a. 2008, by the £ of the National Underground Rgllroad Freedom enter, inc. who acknowledged that he/she executed the foregoing for and on behalf of the corporation and that he/she did so as his/her and the tion's fre act and deed. ry Put 7 SHIRLEY R. ANNEKEN My Commission Expires: __woTaRYBUBLIC, STATE OF O#10 MY COMMISSION EXPIRES 12-26-0 ‘STATE OF OHIO, by and through the OHIO CULTURAL FACILITIES COMMISSION STATE OF OHIO COUNTY OF FRANKLIN ‘The foregoing First Amendment to Base Lease was acknowledged before me on Aegest AS 2005 by Kathleen M. Fox, Executive Director of the Ohio Cultural Facilities Commission, who ‘acknowledged that she executed the foregoing for and on behalf of the Commission and the State of Ohio and that she did so 2s her and the Commission's and the State's free act and deed. Laue tn Faklicln. Notary Public My Commission Expires: ANNA M, FULLERTON NOTARY PUBLIC, STATE OF OHO MY COWMMISSION EXPIRES 12-28-05 APPROVED AS TO FORM Jim Petro, Ohio Attorney General ‘On attached approval form date: 235 ‘s\Temp Carol ZeliaetNURFC FIRST AMENDMENT TO BASE LEASE doc8/05 08-03-05 anougo.one Et Date: To: Lori Payne Assistant Ohio Attorney General From Thx J *Donneee Project Manager Ohio Cultural Facilities Commission Re: [prejectnama] A/c C_ Attached Is a Iname-ofdocurent lt- fir (base. Lease : As the Assistant Attomey General assigned to Ohio Cultural Facilities Commission, please review the above referenced document and indicate either: (a) that this is a preliminary document review requlring 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. THIS IS A PRELIMINARY DOCUMENT REVIEW REQUIRING CHANGES OR REVISIONS. J THIS IS A FINAL REVIEW. THIS DOCUMENT HAS BEEN REVIEWED BY THE ASSISTANT ATTORNEY GENERAL ASSIGNED TO THE OHIO CULTURAL FACILITIES COMMISSION AND 1S APPROVED. AS TO FORM. JIM PETRO ATTORNEY GENERAL OF OHIO G 2 ‘Assistant Attorney General Date: gz WD [te eee ‘8AProject Manager lemelForns and Exhibis\AG Approval of Do.dos 08-02-05

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