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FIFTH AMENDMENT TO
<br />OPERATION, MAINTENANCE AND EASEMENT AGREEMENT
<br />This Fifth Amendment to Operation, Maintenance and Easement Agreement (this
<br />"Amendment ") is made and entered into effective as of , 2013, by and among
<br />Jenna Hotel Investments, LLC ( "Jenna "), a Delaware limited liability company, with offices" at
<br />One Ten James Street, Suite 102, Edmonds, Washington 98020 (successor to Rahn Properties II
<br />( "Rahn "), South Bend Joint Venture and Host Hotels & Resorts, L.P. ( "Host ")), First Bank
<br />Center Limited Partnership ( "Center "), a Minnesota limited partnership, with its principal office
<br />at 4924 IDS Center, 80 South Eighth Street, Minneapolis, Minnesota 55402 (successor to l"
<br />Source Corporation f /k /a FBT Bancorp, Inc. ( "I" Source ")), the City of South Bend Department
<br />of Redevelopment (the "Agency ") by and through the South Bend Redevelopment Commission
<br />(the "Commission "), with its principal office at 1400 County -City Building, South Bend, Indiana
<br />46601, and the City of South Bend, Indiana by and through its Board of Public Works (the
<br />"City ").
<br />WHEREAS, Rahn (predecessor to Jenna) and FBT Bancorp, Inc. (predecessor to Center),
<br />previously entered into that certain Operation, Maintenance and Easement Agreement dated as of
<br />October 22, 1979 (the "1979 Operations Agreement "), which was amended by a First
<br />Amendment thereto dated as of January 12, 1982, a Second Amendment thereto dated as of May
<br />1, 1987, a Third Amendment thereto dated as of December 28, 2010 ( "Third Amendment "), and
<br />a Fourth Amendment thereto dated as of August 4, 2011 (collectively, the "Operations
<br />Agreement "), pertaining to the operation, maintenance and repair of the Common Facilities (as
<br />defined in the Operations Agreement); and
<br />WHEREAS, the parties wish to continue to provide for the operation, maintenance and
<br />repair of the Common Facilities, as hereinafter provided; and
<br />WHEREAS, the parties hereto now desire to further amend the Operations Agreement.
<br />NOW, THEREFORE, in consideration of the above, the parties agree as follows:
<br />I. The above recitals to this Amendment are hereby incorporated into and made a
<br />part of this instrument.
<br />2. The Operations Agreement is hereby amended to include as Exhibit A, the
<br />document attached as Schedule 1 to this Amendment.
<br />3. Section 17(g) of the Operations Agreement is hereby amended and restated as
<br />follows:
<br />(g) Notices. Any notice, demand, consent, approval, payment or other
<br />document or instrument required or permitted to be served upon any of the parties
<br />hereto shall be in writing and shall be either (i) delivered by hand, (ii) mailed by United
<br />4-
<br />02179936.DOC•1 }
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