2-06
Cultural and Sports Capital Facilities
This Supplemental Agreement No. 2-06 made as of December 1, 2006, between the Ohio
Public Facilities Commission (the “OPFC”), duly created and existing under and by virtue of
Chapter 151 of the Ohio Revised Code (the “Revised Code”), and the Ohio Cultural Facilities
Commission (the “Commission”), duly created and existing under and by virtue of Chapter 3383
of the Revised Code:
WHEREAS, the OPFC and the Commission have entered into the Lease Agreement
dated as of August 1, 2005 (the “Lease Agreement”) under which Supplemental Agreements are
provided for and contemplated for the purposes provided in this Supplemental Agreement, and
pursuant to and in accordance with the Lease Agreement, the OPFC and the Commission have
determined to enter into this Supplemental Agreement No. 2-06 (“this Supplemental
Agreement”); and
WHEREAS, the Treasurer proposes to issue the Series 2006A Bonds (defined below) for
the purpose of paying a portion of the costs of the Projects described in Section 2(a) and Exhibit
A; and
WHEREAS, the Authority has previously issued the Refunded Bonds, of which there
remains to be paid at this date the aggregate principal amount of $28,060,000, for the purpose of
paying costs of certain capital facilities for Ohio cultural facilities and Ohio sports facilities (the
“Prior Projects”), which Refunded Bonds and Prior Projects were provided for by the Prior Trust
Agreements and Prior Lease Agreements; and
WHEREAS, the Treasurer proposes to issue the Series 2006B Bonds (as defined below)
for the purpose of advance refunding the Refunded Bonds in such manner as to provide for the
payment of the Accruing Bond Service Charges on the Refunded Bonds and thereby cause the
Refunded Bonds to be paid or caused to be paid pursuant to, and no longer to be considered
outstanding under, the Prior Trust Agreements, and to reduce the amount of bond service charges
payable with respect to the Prior Bonds issued for the financing of the Prior Projects and thereby
the rental payments to be made by the Commission for that purpose; and
WHEREAS, pursuant to Section 39.03 of House Bill No. 16 and Revised Code Section
154.23, thereunder, effective July 1, 2005, the OPFC may lease any capital facilities for Ohio
cultural facilities or Ohio sports facilities to, and make or provide for other agreements with
respect to the use or purchase of such capital facilities with, the Commission and, with the
Commission’s approval, any governmental agency having authority under law to operate such
capital facilities, and any such lease or agreement shall be subject to Chapter 3383 of the
Revised Code; and all leases and agreements between the Authority and the Commission made
under Chapter 152 of the Revised Code shall continue to bind the Commission; and
WHEREAS, the OPFC and the Commission propose to enter into this Supplemental
Agreement pursuant to which, among other subjects, the Commission agrees to make rental
payments to the OPFC sufficient to pay the bond service charges when due on the Series 2006A
Bonds and the Series 2006B Bonds;
Section 1. Definitions. All words and terms defined in Section 1.01 of the Lease
Agreement shall have the same meanings in this Supplemental Agreement as they are given in
that Section, unless otherwise provided in this Supplemental Agreement or the context or use
clearly indicates another or different meaning or intent. In addition to the terms “Authority,”
“Commission”, “Lease Agreement”, “OPFC”, “Prior Projects,” “Revised Code,” “this
Supplemental Agreement” and “Treasurer” defined in the preambles above, the following terms
as used in this Supplemental Agreement shall have the following meanings:
“Accruing Bond Service Charges” means the bond service charges payable on the
Refunded Bonds after the date of this Supplemental Agreement as they come due at their
respective dates of payment, less any amounts on deposit in the Bond Service Account allocated
by the Treasurer for the purpose of paying those Accruing Bond Service Charges.
“Arts and Sports Facilities Bonds” means the State of Ohio (Ohio Building Authority)
State Facilities Bonds (Arts and Sports Facilities Building Fund Projects) issued pursuant to a
trust agreement dated as of June 1, 1993, between the Authority and The Bank of New York
Trust Company, N.A., as successor trustee, and all supplemental trust agreements thereto.
“Bond Service Charges” means the Bond Service Charges required to be paid on the
Series 2006 Bonds.
“Refunded Bonds” means the following presently outstanding Prior Bonds, and the bond
service charges on which that are payable after the date of this Supplemental Agreement, which
are to be deemed paid and discharged pursuant to Section 9.02 of the respective Prior Trust
Agreements for such Prior Bonds:
2
Prior Bonds Maturing in
Bonds Series Dated the Years (inclusive)
Arts and Sports 2001 Series A February 1, 2001 2013 through 2016
Facilities Bonds
Sports Facilities 1999 Series A March 15, 1999 2011 through 2013
Bonds
“Series Order 2006” means the Series Order 2006 issued by the Treasurer on
December 1, 2006, and as it may be modified or supplemented, which is the Series Order
providing for the Series 2006A Bonds and Series 2006B Bonds.
“Series 2006 Bonds” means the Series 2006A Bonds and the Series 2006B Bonds.
“Series 2006A Bonds” means the $25,000,000 State of Ohio (Treasurer of State) Cultural
and Sports Capital Facilities Bonds, Series 2006A, dated December 14, 2006 and issued pursuant
to the Series Order 2006.
“Series 2006B Bonds” means the $28,295,000 State of Ohio (Treasurer of State) Cultural
and Sports Capital Facilities Refunding Bonds, Series 2006B, dated December 14, 2006 and
issued pursuant to the Series Order 2006.
“Sports Facilities Bonds” means the State of Ohio (Ohio Building Authority) State
Facilities Bonds (Sports Facilities Building Fund Projects) issued pursuant to a trust agreement
dated as of January 15, 1997, between the Authority and The Bank of New York Trust
Company, N.A., as successor trustee, and all supplemental trust agreements thereto.
(a) A section or provision of the Revised Code or the laws of Ohio shall include that
section or provision and those laws as from time to time amended, modified,
revised or superseded.
Section 2. Projects. (a) The Project Costs of the Projects to be financed in part by the
proceeds of the Series 2006A Bonds are identified in Exhibit A. The OPFC and the Commission
confirm, acknowledge and agree that the Projects may, by or pursuant to the Act or rules under
the Act, be changed from time to time to Projects of different scope or kind, provided that the
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Projects shall nevertheless always during the lease terms applicable to them be Capital Facilities
for Ohio cultural facilities or Ohio sports facilities purposes. The Projects, as they may from
time to time be changed, are included under this Supplemental Agreement (and shall be included
in its references to the Projects) without necessity for amendment of this Supplemental
Agreement or of Exhibit A. No change in or substitution for the Projects shall result in any
change in the rental provisions of Section 4.
(b) The Projects provided for by this Supplemental Agreement, the Project Costs of
which were at the time incurred financed from the Refunded Bonds, are also identified in Exhibit
A. The OPFC and the Commission confirm, acknowledge and agree that such Projects may, by
or pursuant to the Act or rules under the Act, be changed from time to time to Projects of
different scope or kind, provided that the Projects shall nevertheless always during the lease
terms applicable to them be Capital Facilities for Ohio cultural facilities or Ohio sports facilities
purposes. Such Projects, as they may from time to time be changed, are included under this
Supplemental Agreement (and shall be included in its references to the Projects) without
necessity for amendment of this Supplemental Agreement or of Exhibit A. No change in or
substitution for the Projects shall result in any change in the rental provisions of Section 4.
(c) The term “Project” or “Projects” as used in the Lease Agreement is hereby amended
solely for purposes of this Supplemental Agreement to recite in its entirety as follows:
Section 3. Bonds.
Designation: State of Ohio (Treasurer of State) Cultural and Sports Capital Facilities
Bonds, Series 2006A.
Interest Payment Dates: April 1 and October 1 of each year, beginning April 1, 2007.
4
Maturities: On the dates set forth below and in the aggregate principal amount set
opposite such dates as follows:
Principal Interest
Year Amount Rate
Designation: State of Ohio (Treasurer of State) Cultural and Sports Capital Facilities
Refunding Bonds, Series 2006B.
Interest Payment Dates: April 1 and October 1 of each year, beginning April 1, 2007.
Maturities: On the dates set forth below and in the aggregate principal amount set
opposite such dates as follows:
Principal Interest
Year Amount Rate
5
Principal Interest
Year Amount Rate
Section 4. Rentals. Subject to the provisions of Sections 4.01, 4.02 and 6.04 of the
Lease Agreement, the rentals payable under this Supplemental Agreement shall be the aggregate
of the following amounts, to be credited to the Special Funds and Accounts or other funds or
accounts in the respective amounts and at the times as stated below:
(a) The amount equal to the Bond On or before five days Bond Service
Service Charges on each interest prior to each interest Account
payment date on the Series 2006 payment date
Bonds
Amounts payable under (b) above shall be deemed to be paid pro rata under each and all
Supplemental Agreements in relation to the principal amount of the Bonds contemplated by each
Supplemental Agreement.
(a) Amended from time to time, by mutual consent of OPFC and the Commission, to
provide better for the purposes of this Supplemental Agreement.
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Series 2006A Bonds, or to better identify the Series 2006 Bonds provided for in
Section 3, and shall be so amended or superseded upon the request of either
OPFC or the Commission.
Section 7. No Cooperative Agreements for Prior Projects Not Financed with Bonds.
Notwithstanding the provisions of Section 3.01 of the Lease Agreement, so long as a Prior
Project shall not have been financed in part with the proceeds of the Bonds, the Commission
shall not be required to enter into a Cooperative Agreement with the Project Sponsor of such
Prior Project. The terms and conditions of the Existing Agreements for such Prior Projects are
also hereby deemed to satisfy the obligations of the Commission under Section 3.03 of the Lease
Agreement.
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IN WITNESS WHEREOF, the Commission and OPFC have caused this Supplemental
Agreement to be executed by their duly authorized officers as of December 1, 2006, but actually
on the dates of the respective acknowledgments.
By:
Director of Budget and Management and
Secretary of the Ohio Public
Facilities Commission
By:
Executive Director of the Ohio Cultural
Facilities Commission
STATE OF OHIO )
) SS:
COUNTY OF FRANKLIN )
The foregoing instrument was acknowledged before me this ____ day of December,
2006, by Timothy S. Keen, Director of Budget and Management and Secretary of the Ohio
Public Facilities Commission.
STATE OF OHIO )
) SS:
COUNTY OF FRANKLIN )
The foregoing instrument was acknowledged before me this ____ day of December,
2006, by Kathleen M. Fox, Executive Director of the Ohio Cultural Facilities Commission.
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EXHIBIT A
THE PROJECTS
The Projects to be financed in part by the proceeds of the Series 2006A Bonds consist of
the following facilities, each of which constitutes an “Ohio cultural facility” as defined in
Section 3383.01(K) or an “Ohio sport facility” as defined in Section 3383.01(O), and a “capital
facility” as defined in Section 154.01(J) of the Ohio Revised Code.
Sandusky State Theatre Improvements Am. Sub. H.B. 16, as amended by CAP-010
Am. Sub. H.B. 66
Stambaugh Hall Improvements Am. Sub. H.B. 16, as amended by CAP-013
Am. Sub. H.B. 66
Woodward Opera House Renovation Am. Sub. H.B. 16, as amended by CAP-033
Am. Sub. H.B. 66
Center Exhibit Replacement Am. Sub. H.B. 16, as amended by CAP-038
Am. Sub. H.B. 66
Statewide Site Repairs Am. Sub. H.B. 16, as amended by CAP-043
Am. Sub. H.B. 66
National Underground Railroad Am. Sub. H.B. 16, as amended by CAP-044
Freedom Center Am. Sub. H.B. 66
Cincinnati Museum Center Am. Sub. H.B. 16, as amended by CAP-046
Improvements Am. Sub. H.B. 66
Akron Art Museum Am. Sub. H.B. 16, as amended by CAP-052
Am. Sub. H.B. 66
Powers Auditorium Improvements – Am. Sub. H.B. 16, as amended by CAP-053
Eleanor Beecher Flad Pavilion Am. Sub. H.B. 66
Beck Center for the Cultural Arts Am. Sub. H.B. 16, as amended by CAP-065
Am. Sub. H.B. 66
Cleveland Institute of Music Am. Sub. H.B. 16, as amended by CAP-071
Am. Sub. H.B. 66
Ice Arena Development Am. Sub. H.B. 16, as amended by CAP-073
Am. Sub. H.B. 66 and Am. Sub. H.B.
530
Stan Hywett Hall & Gardens – West Am. Sub. H.B. 16, as amended by CAP-074
Vista Restoration Am. Sub. H.B. 66
Emergency Repairs Am. Sub. H.B. 16, as amended by CAP-745
Am. Sub. H.B. 66 and Sub. S.B. 321
Rankin House State Memorial Am. Sub. H.B. 16, as amended by CAP-769
Am. Sub. H.B. 66
Archives and Library Automation Am. Sub. H.B. 16, as amended by CAP-781
Am. Sub. H.B. 66
A-1
PROJECT LEGISLATION LINE ITEM
A-2
PROJECT LEGISLATION LINE ITEM
A-3
PROJECT LEGISLATION LINE ITEM
A-4
PROJECT LEGISLATION LINE ITEM
Together with those projects identified in the Prior Lease Agreements, all the project
costs of which have not heretofore been paid or permanently financed from, or provided by the
encumbrances of, the proceeds of bonds issued under the Prior Trust Agreements, as identified in
those Prior Lease Agreements. All of those projects for all purposes of the Lease Agreement
shall be treated as if specifically identified herein by comparable identification or listing.
The Projects provided for by this Supplemental Agreement, the Project Costs of which
were at the time incurred financed from the Refunded Bonds, are those Prior Projects identified
in the Prior Lease Agreements. All of those Prior Projects, for all purposes of this Supplemental
Agreement, shall be treated as if specifically identified here by comparable identification or
listing.
COLUMBUS/1335522 v.05
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