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<br />FIRST AMENDMENT TO
<br />CONSTRUCTION, EASEMENT, RESTRICTION AND OPERATING AGREEMENT
<br />This First Amendment to Construction, Easement, Restriction and Operating Agreement
<br />(this "Amendment ") is made and entered into effective as of , 2011, by and
<br />among Jenna Hotel Investments, LLC ( "Jenna "), a Delaware limited liability company, with
<br />offices at One Ten James Street, Suite 102, Edmonds, Washington 98020 (successor to Rahn
<br />Properties II ( "Rahn "), South Bend Joint Venture and Host Hotels & Resorts, L.P. ( "Host ")),
<br />First Bank Center Limited Partnership ( "Center "), a Minnesota limited partnership, with its
<br />principal office at 4924 IDS Center, 80 South Eighth Street, Minneapolis, Minnesota 55402
<br />(successor to 1St Source Corporation ( "1St Source ")), the City of South Bend Department of
<br />Redevelopment by and through the South Bend Redevelopment Commission (the "Commission"
<br />or "Agency "), with its principal office at 1400 County -City Building, South Bend, Indiana
<br />46601, and The South Bend Civic Center Board of Managers, with its principal office at 120
<br />South St. Joseph Street, South Bend, Indiana 46601.
<br />WHEREAS, South Bend Joint Venture (predecessor to Jenna) and 1St Source
<br />(predecessor to Center), previously entered into that certain Construction, Easement, Restriction
<br />and Operating Agreement dated as of May 1, 1987, and recorded May 9, 1989, as Document No.
<br />8911535 in the office of the Recorder of St. Joseph County, Indiana (the "Walkway Agreement "),
<br />pertaining to the operation, maintenance, repair and use of the Walkway, Century Center Access
<br />Corridor, Hotel Access Corridor, Access Hall, Access Elevator and related on -site improvements
<br />(as defined in the Walkway Agreement, and hereinafter referred to as "Walkway Elements "); and
<br />WHEREAS, Host, 1St Source, the City of South Bend, Indiana (the "City") and the
<br />Commission entered into that Garage Purchase Agreement fully executed on December 28, 2010,
<br />under which the Commission (or its designee or assignee) agreed to purchase Host's and 1St
<br />Source's interests in the Garage Facility (as defined in the Walkway Agreement) (the "Garage
<br />Purchase "); and
<br />WHEREAS, Host conveyed its interests in the Garage Facility and the on -site
<br />improvements related to the Garage Facility to the City, as evidenced by that certain Quit Claim
<br />Deed dated December 28, 2010, and recorded December 30, 2010, as Document No. 1036706 in
<br />the office of the Recorder of St. Joseph County, Indiana; and
<br />WHEREAS, 1St Source conveyed its interests in the Garage Facility and the on -site
<br />improvements related to the Garage Facility to the City, as evidenced by that certain Quit Claim
<br />Deed dated December 28, 2010, and recorded December 30, 2010, as Document No. 1036705 in
<br />the office of the Recorder of St. Joseph County, Indiana; and
<br />WHEREAS, 1St Source conveyed its interests in the Atrium (as defined in the Walkway
<br />Agreement) and the on -site improvements related to the Atrium to Center, as evidenced by that
<br />certain Quit Claim Deed dated December 28, 2010, and recorded December 30, 2010, as
<br />Document No. 1036710 in the office of the Recorder of St. Joseph County, Indiana; and
<br />101652540.DOC;S )
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