SECOND AMENDMENT TO BASE LEASE by and between NATIONAL UNDERGROUND RAILROAD FREEDOM CENTER, INC. and STATE OF OHIO acting by and through OHIO CULTURAL FACILITIES COMMISSION, Dated as of July 1, 2008SECOND AMENDMENT TO BASE LEASE This Second Amendment to Base Lease (the “Second Amendment”), dated as of July 1, 2008, is entered into by and between National Underground Railroad Freedom Center, Inc., as lessor (the “NURFC”) and 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 “OCFC”). RECITALS WHEREAS, the NURFC and the OCFC have previously entered into a Base Lease dated as of March 25, 2003 (the “Original Base Lease”) and a First Amendment to Base Lease dated as of July 1, 2005 (the “First Amendment”, and together with the Original Base Lease, the “Base Lease”); and WHEREAS, facts and circumstances recited in the Base Lease have changed; and WHEREAS, the NURFC and the OCFC wish to amend the Base Lease to reflect the changes in the facts and circumstances; NOW, THEREFORE, in consideration of the mutual promises and covenants set forth in the Base Lease as amended by this Second Amendment, the NURFC and the OCFC agree as follows: Section 1. The Base Lease is hereby amended and restated to read in its entirety as set forth in Appendix A attached hereto. IN WITNESS WHEREOF, the NURFC and the OPFC have caused this Second Amendment to be executed by their duly authorized officers, all as of the day and year first set, forth above. NATIONAL UNDERGROUND RAILROAD, FREEDOM CENTER, INC. By: ‘Don Murphy, President Chief Executive Officer OHIO CUL’ L FACILITIES COMMISSION By:__ Kthleen M. Fox, Executive DirectorSTATE OF OHIO ) ) ssi COUNTY OF HAMILTON ) The fopegoing Second Amendment to Base Lease was acknowledged before me on the 1D aay od , 2008, by Don Murphy, the President and Chief Executive Officer of the Nationall Unddglound Railroad Freedom Center, Inc., who acknowledged that he executed the foregoing for and on behalf of the Underground Railroad Freedom Center, Inc., he was duly authorized to execute the foregoing, and he did so as his and the National Underground Railroad Freedom Center, Inc.’s free act and deed. NCOLEL HAMILTON : Nalary Publ, Site of Oto Notary Public ‘My Commission Ex 0920-2012 STATE OF OHIO , )ss COUNTY OF FRANKLIN ) ‘The fosegoing Second Amendment to Base Lease was acknowledged before me on the , 2008, by Kathleen M. Fox, Executive Director of the Ohio Cultural Faciljfes fission, who acknowledged that she executed the foregoing for and on behalf of the’Ohio Cidtural Facilities Commission, she was duly authorized to execute the foregoing, and she did so as her and the Ohio Cultural Facilities Commission’s free act and deed. BARBARA M. WITT Notary Public I and forthe Stato of Ohio ra ni OooAPPENDIX A AMENDED AND RESTATED BASE LEASE, ‘This Base Lease (the "Base Lease") is dated as of March 23, 2003 by and between National Underground Railroad Freedom Center, Inc., as lessor (the "NURFC") and the State of Ohio (the State"), acting by and through the Ohio Cultural Facilities Commission, as lessee (the "OCFC"). RECITALS 1. Pursuant to Ohio Revised Code (“ORC”) Chapter 152, Section 2i of the Ohio Constitution, the Ohio Building Authority (the “OBA”) has issued bonds (the “OBA Bonds”) for the purpose of providing money to pay costs of acquiring, constructing, reconstructing, rehabilitating, renovating, enlarging and otherwise improving “Ohio cultural facilities” (as defined in ORC Chapter 3383, hereinafter referred to as the “Act”) for housing personnel and functions of the OCFC, including the “Project” and the “Facility” (each as defined below). 2. The Ohio General Assembly, effective July 1, 2005, enacted legislation providing that the Treasurer of State (the “Treasurer” (a) succeed to and replace the 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, and have and perform all of, the duties, powers, obligations and functions, and have all the rights of, the OBA provided for in or pursuant to resolutions, rules and agreements previously entered into by the OBA. 3. The Treasurer has and will issue bonds (the “Treasurer Bonds”, and together with the OBA Bonds and any bonds, notes or other obligations that refund OBA Bonds or Treasurer Bonds, the “Bonds”) for the purpose of providing money to pay costs of acquiring, constructing, reconstructing, rehabilitating, renovating, enlarging and otherwise improving Ohio cultural facilities to house personnel or functions of the OCFC, including the Project and the Facility. 4, In order to finance Ohio cultural facilities, the State (acting through the OBA or the Treasurer) must have a sufficient interest in an Ohio cultural facility. 5. Under financings by the OBA, the owner of the property on which an Ohio cultural facility is to be located would lease that property to the OCFC, the OCFC would grant and convey all of its rights in the property to the OBA and the OBA would lease to the OCFC the Ohio cultural facility financed by the OBA Bonds 6. Under financings by the Treasurer, the Ohio cultural facility financed by the ‘Treasurer Bonds are leased by the Ohio Public Facilities Commission (the “OPFC”) to the OCFC, and the OCFC enters into a cooperative use agreement with the owner of the real property on which an Ohio cultural facility is located, 7. Portions of the Project and the Facility have been leased by OCFC from the OBA and OPEC,8. In accordance with the Act, the OCFC may construct, or provide for the construction of, lease, equip, furnish, administer and manage, or provide for the operation and management of Ohio cultural facilities. 9. In accordance with the Act, the OCFC may make and enter into all contracts, commitments and agreements, and execute all instruments necessary or incidental to the performance of its duties and the execution of its rights under the Act and do anything necessary or appropriate to carry out the purposes of and exercise the powers granted in the Act. 10. The NURFC is a 501(c)(3) organization exempt from taxation under Section 501(a) of the Internal Revenue Code of 1986, as amended, an Ohio nonprofit corporation, and a “cultural organization”, as defined in the Act, and the NURFC and the OCFC wish to provide for the construction of The National Underground Railroad Freedom Center (the "Project") and the operation of a museum and educational center (the "Facility"), each as further described on Exhibit A, attached hereto and made a part hereof. 11, In accordance with the Act, the OCFC may determine that construction services for an Ohio cultural facility be provided by the OCKC, a governmental agency or a cultural organization that occupies, will occupy or is responsible for the Ohio cultural facility. In accordance therewith, the OCFC has determined that the cultural organization that occupies, will ‘occupy, or is responsible for the Ohio cultural facility shall be the construction administrator of the Project, pursuant to the terms and conditions of an Arts Facility Construction Administration and Funding Agreement, dated the date hereof (the "CAF Agreement"), between the OCFC and the NURFC (the "Construction Administrator"). 12, _ It is estimated that the total cost of the Project is approximately $17,744,000. The OCFC shall pay for a portion of the State Improvements included in the Project from the proceeds of the Bonds. The State Improvements are described in Exhibit B attached hereto and made a part hereof. The NURFC shall pay the remaining costs of the Project from the Local Share, as defined in either the Management Agreement dated the date hereof between the OCFC and the NURFC, as amended from time to time (the “Management Agreement”) or any Cooperative Use Agreement between the OCFC and the NURFC (the “Cooperative Agreement”). 13. In accordance with the Act, the Facility constitutes an Ohio cultural facility in that: (@) the construction of the Project was authorized by the Ohio General Assembly and proceeds of the Bonds may be used to pay costs of the State Improvements constituting a portion of the Project (b) The Facility is managed directly by, or is subject to a management contract or a cooperative use agreement with, the OCFC, and is used for or in connection with the activities of the OCFC, including the presentation or making available of culture to the public. NOW, THEREFORE, in consideration of the mutual promises and covenants set forth herein, the OCFC and the NURFC agree as follows: ADARTICLE PREMISES Section 1. Lease of Premises. Subject to the terms and conditions set forth in this Base Lease, the NURFC hereby leases to the OCFC, and the OCFC hereby leases from the NURFC, the real property and all appurtenances, rights and easements related thereto described in Exhibit C, attached hereto and made a part hereof, together with all buildings, structures and improvements erected thereon or hereinafter erected thereon and all existing furniture, fixtures, and equipment located therein, including the Project and the Facility. The Project, not constituting the State Improvements, shall be owned by the NURFC. State Improvements to be constructed on the real property will be owned by the OCFC. (All the property described in this Section 1, together with any property acquired in substitution therefor, as a replacement of, or ‘modification or improvement thereto, whether owned by NURFC or OCEC, is hereinafter referred to as the "Premises". Section2. Title and Condition; NURFC Representations. The Premises are subject to (@) any state of facts which an accurate survey or physical inspection thereof might show, (b) all zoning regulations, restrictions, rules and ordinances, and other laws and regulations now in effect or hereafter adopted by any governmental authority having jurisdiction over the Premises, and (c) all matters of record pertaining to the Premises, as of the date hereof; including, without limitation, the following: () Easement in deed recorded in Official Record Volume 8457, Page 1922 in the office of the Recorder of Hamilton County, Ohio (the "Recorder's Office"), Easements on plat recorded in Plat Book 361, Pages 62-63 in the Recorder's Office, (iti) Declaration of Easements, Covenants Conditions and Restrictions between NURFC and the Board of Commissioners of Hamilton County, Ohio recorded in Official Record Volume 9060, Page 4169 in the Recorder's Office, (iv) Restrictive Covenants and Right of Re-entry in Deed from City of Cincinnati recorded in Official Record Volume 9060, Page 4137, (v) Year 2000 City of Cincinnati Urban Renewal Plan, and (vi) the lien of nondelinquent real property taxes and installments of assessments. ‘The NURFC makes the following representations and warranties to the OCFC regarding the Premises: (a) When constructed in accordance with the Plans and Specifications describing the Project, as defined in the CAF Agreement, including the State Improvements to be made, the Premises will be fit for its intended use as an Ohio cultural facility to be used as a museum and educational center; (6) The NURFC has complied with all, and is not in violation of any, statutes, ordinances, laws, rules, regulations, orders or notices, including any and all such laws pertaining to the Americans with Disabilities Act or environmental issues of any type (collectively, the "Laws"), of any governmental authority, including without limitation, any political subdivision, department, division, OCFC, agency or branch thereof, having jurisdiction over the Premises (collectively, the "Governmental Authorities") and the NURFC is not aware of any noncompliance with the Laws by previous owners or tenants of the Premises; A3(©) The NURFC has obtained and kept in effect any and all approvals, permits and authorizations required by all Governmental Authorities to construct the Facility as a museum and educational center and agrees to obtain and keep in full force and effect all such approvals, permits or authorizations to conduct NURFC's operations thereon; @ No notice has been received and no action has been commenced or threatened regarding NURFC's compliance with, or failure to comply with, any Laws of any Governmental Authorities; (©) Except for the State Improvements, the NURFC owns the Premises in fee simple, subject only to the matters described in subsection (a) of the first paragraph of Section 2 of this Article I, and has been duly authorized to lease such Premises to the OCFC, in accordance with the terms of this Base Lease: (© The NURFC is not aware of any matter or circumstance, currently existing or with the passage of time or notice, which would prevent the construction of the Project in a timely manner in accordance with the Plans and Specifications; and (2) The NURFC will use its best efforts to ensure the timely completion of construction of the Project. (h) To the extent that OCFC’s payment for any portion of the State Improvements is a reimbursement to the NURFC for costs of capital facilities previously financed from the proceeds of bonds, notes or other obligations the interest on which is exempted from federal income taxes, then NURFC covenants that it will use such payment from the OCEC to retire or redeem all or a portion of such bonds, notes or other obligations within 30 days of the NURFC’s receipt of the payment from the OCFC. Section 3. Use of Premises: Quiet Enjoyment. (a) The OCFC shall attempt to ensure the Premises are used to engage in and provide for the development, performance and presentation of or making available culture in the State. The use of the Premises shall be as a museum and educational center. (@) Subject to the provisions of Article XIII hereof, the OCFC shall attempt to ensure the Premises are not used or occupied (i) for other than the purposes described in this Base Lease or (ii) in violation of the Laws of any Governmental Authorities (b) Subject to the provisions of Article XIII hereof, the OCFC shall attempt to cause the compliance with all Laws, now or hereafter in effect, of any Governmental Authorities affecting the Premises, the construction of the Project, or the operation of the Ohio cultural facility. (©) The OCFC shall attempt to cause the Premises to be maintained and kept in good order and repair, ordinary wear and tear and damage by fire and other insured casualty excepted. At(@) The OCFC shall attempt to ensure that the Premises are not used or ‘occupied for any business or purpose which would be deemed extra hazardous, ot render the insurance thereon void or cause the insurance risk to be more hazardous. If and so long as the OCFC shall observe and perform all covenants required to be observed by it under this Base Lease, the NURFC warrants peaceful and quiet occupation and enjoyment of the Premises, subject only to the matters described in Paragraph 1 of Section 2 of this Article I Section4, Discharge of Obligations. The OCFC may discharge its responsibilities under Section 3 above by contracting pursuant to the Management Agreement for their provision by the “Manager”, as defined in the Management Agreement, or pursuant to the Cooperative Use Agreement for their provision by the “Project Sponsor”, as defined in the Cooperative Use ‘Agreement. ARTICLE II TERM Section 1, Initial Term, Subject to the provisions of Article X hereof, the term of this Base Lease (the "Term") shall commence on the date hereof and shall terminate when all Bonds that provide proceeds to finance the Project have been paid and discharged in accordance with their terms, Section 2. Holdover. Should the OCFC continue to occupy the Premises after the expiration of any term of this Base Lease, with or without the express or implied consent of the NUREC, such holding over beyond the term shall operate as a tenancy from month to month and not for any other term whatsoever. Such month to month tenancy may be terminated by the NURFC by giving the OCFC thirty days’ prior written notice, and at anytime after the termination date set forth in such notice, the NURFC may re-enter and take possession of the Premises. ARTICLE III RENT AND OTHER PAYMENTS: Section 1. Rent. The NURFC and the OCFC hereby agree that the mutual rights and obligations agreed to under this Base Lease constitute good and sufficient consideration for this Base Lease. Section2. Taxes and Assessments, Subject to the provisions of Article XIII hereof, the OCFC shall pay and discharge, or cause to be paid and discharged, when the same shall become due and payable, and before any penalty, interest or costs acetue thereon or become due for any reason, all real estate taxes, levies, licenses and other assessments which are levied, confirmed, imposed upon or become due and payable out of, in respect to, or become @ lien on, all or any part of the Premises or the use of the Premises, whether general or special, ordinary or extraordinary, unforeseen or foreseen, and of any kind and nature whatsoever, including, without limitation, personal property taxes, sales taxes and income taxes, if applicable.Section 3. Utilities. Subject to the provisions of Article XII hereof, the OCEC shall pay and discharge, or cause to be paid and discharged, when the same shall become due and payable and before any penalty, interest or costs accrue thereon or become due for any reason, all gas, water, steam, electricity, heat, power, telephone or other utility charges incurred in the operation, maintenance, use and upkeep of the Premises. Section 4. Discharge of Obligations. The OCFC may discharge its responsibilities under Sections 2 and 3 of this Article I II by contracting for their provision pursuant to the CAF ‘Agreement by the “Construction Administrator”, as defined in the CAF Agreement, pursuant to the Management Agreement by the Manager or pursuant to the Cooperative Agreement by the Project Sponsor. Section 5. Not Indebtedness of the State. It is expressly understood and agreed by the parties hereto that the obligations of the OCFC created by or arising from this Base Lease shall not be, represent or constitute indebtedness, bonded or otherwise, of the State or the OCFC within the meaning of such term in the Constitution or the laws of the State or a pledge of the faith or credit of the State or grant to the owners or holders of the Bonds any right to have the General Assembly levy any excises or taxes for the payment of any sums due hereunder. All obligations of the OCFC hereunder relating to expenditures, except obligations which are to be paid from the proceeds of the Bonds, are expressly subject to the availability of funds appropriated by the General Assembly to the OCFC for such purposes. ARTICLE IV REPAIRS AND MAINTENANCE Section 1, General Upkeep. From the date hereof, the OCFC agrees to keep and maintain the Premises in good order and condition, except for (i) ordinary wear and tear and (ii) damage by casualty, which is insured as provided in Article VI hereof. In case of damage covered by insurance as provided in Article VI, the OCFC will pay the deductible. However, if the construction of all or any portion of Project renders the Facility closed to the general public and requires a Certificate of Use and Occupancy by the City of Cincinnati, Ohio prior to use by the general public, such obligation shall accrue as to that portion of the Facility afler the issuance of such Certificate. The OCFC shall have the right, but not the obligation to make structural repairs to the Premises, in accordance with the terms of Article V hereof. Section2, Discharge of Obligations. The OCFC may discharge its responsibilities under Section 1 of this Article IV by contracting for their provision pursuant to the CAF ‘Agreement by the Construction Administrator, pursuant to the Management Agreement by the Manager or pursuant to the Cooperative Use Agreement by the Project Sponsor. ARTICLE V PROJECT/STATE IMPROVEMENTS Section 1. Construction Administration. In accordance with the Act, construction services for the Project shall be provided by the NURFC, as the Construction Administrator. The AGconstruction services, including without limitation, the construction start date, completion date, plans and specifications, and payment procedures are set forth in the CAF Agreement. Section 2. _ Ownership of the State Improvements. All right, title and interest in the improvements constituting the Project, other than State Improvements, and any substitutions, modifications, or improvements made thereto in accordance with this Article V, shall vest in the NUREC but shall be leased to the OCFC pursuant to Article I Section 1 hereof. All right, title and interest in the improvements constituting the State Improvements, and any substitutions, ‘modifications or improvements made thereto in accordance with this Article V, shall vest in the OCEC. Notwithstanding the foregoing, during the term of this Base Lease, the OCFC shall have no right to remove all or any portion of the State Improvements from the Premises without the prior written consent of the NURFC, which consent shall not be unreasonably withheld in the judgment of the NURFC. Upon termination of this Base Lease in accordance with Article X hereof, the OCFC shall be entitled to receive the Value of the State Improvements, hereinafter defined. Thereupon, the OCFC shall convey whatever right, title and interest in the State Improvements it receives upon completion of construction thereof to the NUREC, free, clear, and unencumbered of any claims of those claiming by, from or through the OCFC, unless caused by the Construction ‘Administrator, the Manage or the Project Sponsor. Section 3. Alteration. With the NURFC's consent, which shall not be unreasonably withheld, the OCFC shall have the right, but not the obligation, at any time and from time to time, without liability to the other, to make or cause to be made such substitutions, modifications, or improvements, structural or otherwise, to that part of the Premises constituting the Project (including the State Improvements), as the OCFC deems necessary or desirable in connection with its use of the Facility provided, such alterations shall not impair the character of the Facility as an Ohio cultural facility. The OCFC shall pay and discharge, or cause to be paid and sharged, the costs of any such changes, so that the Facility shall at all times be free of liens for bor and material supplied thereto, Upon completion thereof, all substitutions, modifications and improvements to the State Improvements shall be deemed to constitute a part of the State Improvements. With the OCFC’s consent which shall not be unreasonably withheld, the NURFC shall have the right, but not the obligation, at any time and from time to time, without liability to the other, to make or cause to be made such substitutions, modifications, or improvements, structural or otherwise, to that part of the Premises constituting the Project (including the State Improvements), as the NURFC deems necessary or desirable in connection with the OCFC's use of the Premises; provided, such alterations shall not impair the character of the Premises as an Ohio cultural facility, The NURFC shall pay and discharge, or cause to be paid and discharged, the costs of any such changes so that the Facility at all times shall be free of liens for labor and material supplied thereto. Upon completion thereof all substitutions, modifications and improvements to the State Improvements shall be deemed a part of the State Improvements and all substitutions, modifications, and improvements to the Premises not constituting the State Improvements shall be deemed to be not part of the State Improvements. ATSection4, Liens, Negative Pledge. Except for the Open-End Mortgage, Security Agreement and Fixture Filing dated as of April 1, 2003 between the NURFC and JPMorgan Chase Bank, N.A. (as suecessor to Bank One, NA): (@) Pursuant to the CAF Agreement, the NUREC, as the Construction Administrator, shall ensure that the Project be completed free and clear of all mechanic's liens or eneumbrances against the Premises or any portion thereof, including the State Improvements. (b) The NURFC shall not pledge, hypothecate, or otherwise encumber all or any part of the Premises, including the Project, without the prior written consent of the OCFC, which consent shall not be unreasonably withheld. Section 5. _ Equipment and Furnishings. The Lessee, the Manage or the Project Sponsor of the Facility shall have the right, but not the obligation, to bring furniture, equipment or other items of personalty (not constituting State Improvements or structural improvements to the Premises pursuant to Section 3 above) into the Premises. Ownership of such items shall remain vested in and may be removed at any time by the entity which placed such items in the Premi: nto NUREC. Upon termination of this Base Lease, the part of the Premises owned by the OCFC shall revert to the NURFC. The OCFC agrees to execute any and all documents reasonably necessary to effect such reversion. Section 1. Coverage. Unless otherwise stated, the OCFC shall maintain, or cause to be maintained the insurance identified in this Article VI. Unless otherwise stated, such insurance shall remain in force at all times from the date hereof through the term of this Base Lease, with companies authorized to do business in Ohio with a Best rating of at least A-. ‘The OCEC shall provide that each policy names the NURFC as an additional insured, as its interests may appear. Each policy shall require at least 30 days prior written notice to the NURFC of any proposed modification, non-renewal or cancellation thereof and written notice of any submission of any claim within 15 days thereof. ‘The OCFC shall furnish the NURFC with certificates of insurance, evidence of payment of premiums thereon, and any amendments and endorsements to such policies as the NURFC may reasonably request from time to time. The OCFC warrants that it will use its best efforts to comply with all conditions of each policy to assure that each policy is kept in full force and effect and that any and all insurance claims be made on a timely basis as required in the conditions of each of the following policies identified in this Article VI. ASSection2. Commercial General Liability Insurance (ISO 1997 or later occurrence form). The OCEC shall maintain, or cause to be maintained, commercial general liability insurance to pay on behalf of the OCFC claims for damages for "bodily injury", "property damage", and "personal injury” as defined in the insurance policy which may arise out of, result from, ot be incurred in connection with the Facility and Premises related thereto, as described in this Base Lease. The minimum coverage amount should be for $1 million per occurrence, $2 million annual aggregate, and $2 million completed operations aggregate with a $15 million umbrella for the Facility and Premises. Section 3. Special Form Property Insurance. The OCFC shall maintain, or cause to bbe maintained special form property insurance, including the peril of earthquake. on or about the Facility and Premises related thereto belonging to the NURFC or OCFC, including State Improvements, in an amount not less than the full replacement cost thereof. Section 4. Employer's Liability Insurance. The OCFC shall maintain, or cause to be maintained, employer liability insurance to cover "bodily injury’ by accident or disease including death at any time resulting from or sustained by any employee of the OCFC arising out of and in the course of his/her employment. The limits of insurance are to be $1 million each employee for "bodily injury" by accident or disease and $1 million "bodily injury" by disease annual aggregate. Section 5. Auto Insurance. The OCFC shall maintain, or cause to be maintained, auto liability coverage, including non-owned or hired, in an amount of not less than $1 million. Section6. Indemnification, At all times during the term of this Base Lease, the OCEC shall attempt to cause the Construction Administrator, the Manager or the Project Sponsor to fully indemnify, defend and save the NURFC and the OCEC, its employees and agents harmless from all claims, expenses or damages of any nature to any person or property resulting from any event or occurrence on the Premises. Notwithstanding anything herein to the contrary, the provisions of this Section shall survive the expiration or termination of this Base Lease Section7. Discharge of Obligations. The OCFC may discharge its responsibilities under Sections 1, 2, 3, 4, 5, and 6 of this Article by contracting for their provision pursuant to the CAF Agreement by the Construction Administrator, pursuant to the Management Agreement by the Manager or pursuant to the Cooperative Use Agreement by the Project Sponsor. ARTICLE VII EMINENT DOMAIN Section 1. Substantial Taking. If all, or substantially all, of the Premises are taken under the exercise of power of eminent domain by any governmental body or by any person, firm or corporation acting under governmental authority, this Base Lease shall terminate on the date of such taking, except with respect to the obligations of the OCFC arising prior to the termination date and any obligations that survive the termination of this Base Lease. ADFor purposes of this Article VI, the OCFC shall determine in its sole discretion if substantially all of the Premises are taken. NURFC agrees for purposes of this Base Lease that "substantially all” of the Premises are taken if it is impractical or undesirable for the OCFC, the Manager or the Project Sponsor, to continue to use the remaining portion of the Premises as an Ohio cultural facility. Section 2, Temporary Taking. If all, or substantially all, of the Premises are taken for a temporary time or in the event that less than substantially all of the Premises is taken, this Base Lease shall continue in full force and effect and the obligations of the OCFC hereunder shall continue, as to the portion not affected. Section3. Notice. Each of the parties agree to immediately notify the other party hereto of any eminent domain proceedings commenced or threatened to be commenced against all or a portion of the Premises. Within sixty days after a final determination by the governing authority is made and time for appeal of such determination has passed, or the time the "taking" actually affects the operation of the Facility, as determined by the OCEC, whichever occurs first, the NURFC shall provide written notice to the OCEC that (a) substantially all of the Premises are to be taken, that the Base Lease is to be terminated, and the date of such termination, which will be no less than thirty nor more than sixty days from the date of such notice, or (b) substantially all of the Premises are not taken and the Base Lease shall remain in full force and effect. Section 4. Proceeds, In the event of a substantial taking as described under Section 1, any proceeds received from an award made in such eminent domain proceedings, including any amounts payable pursuant to any agreement with the governing authority which has been made in settlement of, or under threat of such taking, or pursuant to a sale in lieu of such taking, shall be paid as follows: (a) first, ( the Value of the State Improvements, as defined below, as of the termination date; and (b) second, the balance shall be paid to the NURFC. Should the condemning authority fail to expressly allocate the proceeds between the interests of the OCFC and the interests of the NUREC, as set forth above, the allocation shall be as follows: (i) first, the Value of the State Improvements shall be paid to the OCFC; and (ii) second, the balance shall be paid to the NURFC. The "Value of the State Improvements" shall be that percentage of the principal amount of the Bonds used to pay costs of the Project equal to the ratio of (x) the number of months from the date of the determination of the Value of the State Improvements to the final maturity date of the Bonds to (y) the total number of months that the Bonds are scheduled to be outstanding. The Value of the State Improvements as of the first day of each month is shown on Exhibit D. A-10In the event of a temporary taking as described in Section 2 hereof, the proceeds shall go to the NURFC to restore the Facility to that which is substantially similar to the Facility before the taking, Section 5. Provisions Survive. The provisions of this Article shall survive the expiration or termination of this Base Lease. ARTICLE VII DAMAGE Section 1. Damage. For purposes of this Section, the NURFC shall determine in its sole diseretion if substantially all of the Premises are damaged, as described below. If all or substantially all of the Premises shall be damaged by fire, flood, windstorm or other casualty covered by insurance, the NURFC, in its sole discretion, may repair or restore the Premises as an Ohio cultural facility, with such changes as may be necessary or desirable in the judgment of the NURFC. Subject to Article IV Section 1, if less than substantially all of the Premises are destroyed, the NURFC shall repair the Premises to substantially the same conditions as prior to the damage. Within ninety days of the date of such casualty, the NURFC shall notify the OCFC whether (a) it elects to repair or restore the Premises or (b) it elects to terminate this Base Lease, and the date of termination, which shall be no less than thirty nor more than sixty days from the date of the notice. "Substantially all" shall have the same meaning as described in Article VII hereof. Section2. Repair Schedule. If the NURFC elects to repair or restore the Premises, the NURFC shall commence to repair the Premises no later than six months after notice thereof to the OCEC, or within such longer period of time as the OCFC shall consent, which consent shall not be unreasonably withheld. The NURFC shall proceed with all dispatch to complete the repair and restoration. Nothing in this paragraph shall require the NUREC to pay the costs of any repair or restoration to the Premises from other than insurance proceeds received by it pursuant to Section 3 of this Article, provided it is in compliance with such Section. Section3. Proceeds, All insurance proceeds resulting from claims with respect to an insured casualty shall be applied as follows: (@) If the NURFC elects to repair or restore the Premises, first to the repair or restoration of the Premises according to the same plans and specifications as originally built, or with such modifications as the OCFC consents, which consent shall not be unreasonably withheld and, second, in the event any proceeds remain after payment of such costs, the remaining proceeds shall be distributed to the ‘NURFC; (6) If the NURFC does not elect to repair or restore the Premises, first, to pay the OCFC the Value of the State Improvements, as of the date of termination, and Allsecond, in the event any proceeds of insurance remain after payment of such costs, the remaining proceeds shall be distributed to the NURFC. Section 4. Uninsured Repairs. If capital repairs or improvements to the Premises shall be required, as a result of ordinary wear or tear, the OCFC shall promptly repair, or cause the Manager ot the Project Sponsor to repair, at the cost of the Manager or the Project Sponsor, respectively. Section 5. Discharge of Obligations. The OCFC may discharge its responsibilities under Section 4 of this Article by contracting for their provision pursuant to the CAF Agreement by the Construction Administrator, pursuant to the Management Agreement by the Manager ot pursuant to the Cooperative Use Agreement by the Project Sponsor. ARTICLE IX DEFAULT Section 1. Events of Default. Each of the following shall be an "Event of Default": (a) Failure to execute a CAF Agreement within 30 days of the date hereof (6) Termination of the CAF Agreement prior to completion of construction; (©) The determination of any material inaccuracy in any of the representations made by the NURFC in Article I Section 2 of this Base Lease as determined in the sole discretion of the Executive Director of the OCFC; (@ Failure by either party hereto (the "Defaulting Parry"), except in the case of a failure described in (2), (b) or (c) above, to observe any covenant, condition, or agreement herein contained on its part to be performed or observed and the continuance of such failure without curing the same within thirty days after receipt by the Defaulting Party of prior written notice of such failure; provided, that in the case of any default referred to in this clause (4) which cannot with due diligence be cured within such thirty day period, if the Defaulting Party shall proceed promptly and continuously to cure the same with due diligence, then upon receipt by the non-defaulting party of a certificate of the Defaulting Party stating the reason that such default cannot be cured within such time and stating that it is proceeding with due diligence to cure the default, the thirty day period shall be extended by such amount of time as may be reasonably necessary to cure the default; (©) An Event of Default (including the expiration of any cure period) under the Reimbursement Agreement by and among the NUREC, JPMorgan Chase Bank, N.A. (as successor to Bank One NA) as agent, and the Letter of Credit Banks identified therein, dated as of April 1, 2003, as amended or supplemented from time to time; and () An Event of Default (including the expiration of any cure period) under the Loan ‘Agreement between the NURFC and the Port of Greater Cincinnati Development ‘Authority, dated as of April 1, 2003, as amended or supplemented from time to time, Al?Notice, Each party to this Base Lease agrees to give the other party prompt vritten notice of the occurrence of any event or condition which constitutes or would, with the passage of time, constitute an Event of Default hereunder. Section3, Cure, The curing of any Event of Default within the above time limits by anyone on behalf of the Defaulting Party shall constitute a curing of any default hereunder. Section 4, Remedies. Subject to the provisions of Article X hereof, whenever any Event of Default shall have occurred and, if applicable, shall not have been cured as provided in Section 1(é) above, the non-defaulting party may (a) terminate this Base Lease in accordance with the provisions of Article X hereof, or (b) take whatever action at law or in equity it deems appropriate, in its sole discretion. ARTICLE X TERMINATION This Base Lease shall terminate upon: Section 1, Automatic Terminat (@) the enactment of any statutory measure which divests the OCFC of the authority to lease or manage all or any part of the Premises, including the Facility, without transferring contemporaneously the rights and responsibilities of the OCFC to another State agency; (b) the expiration of the term of this Base Lease, as described in Article II hereof (©) the receipt by OCFC and the Authority of an opinion, satisfactory to them and addressed to them, of nationally recognized bond counsel stating that ({) it is no longer necessary for the OCFC to maintain any real property interest in the Premises, including the State Improvements, and (ii) termination of this Base Lease will not adversely affect (A) the validity of the Bonds or (B) the exclusion of interest on the Bonds from the gross income of the holders of the Bonds for federal income tax purposes; (d) the taking of all or substantially all of the Premises in accordance with provisions of Article VII hereof; or (@) The termination of the Lease Agreement between the OBA and the OCFC dated as of June 1, 1993 and the Lease Agreement between the OPFC and the OCFC dated as of August 1, 2005. Section2. Termination at_the Option of the OCFC or NURFC. Subject to the provisions of Section 3 of this Article X, this Base Lease may be terminated: @ accordance with Section 1 of Article VIII; () at the option of either party (j) upon failure to execute the CAF Agreement within 30 days hereof; (ii) after termination of the CAF Agreement in accordance AISwith the terms of Article IX thereof, (iii) after termination of the Management Agreement or the Cooperative Use Agreement, whichever is then in effect, in accordance with the provisions of Section 5 of Article XI hereof, ot (iv) upon no less than thirty nor more than sixty days’ prior written notice to the other party hereto, upon the occurrence and continuation of an Event of Default by the Defaulting Party; or (©) __ at the option of the NURFC upon fulfillment of the conditions set forth in Section 3 of this Article X. Section 3. Conditions to Termination, Notwithstanding anything in this Base Lease to the contrary, the NURFC shall not have the right to terminate this Base Lease under Section 2 (b) or(©) above unless and until: (a) the NURFC has reimbursed the OCFC the Value of the State Improvements; (b) the NURFC provides the Authority an opinion, satisfactory to the Authority, addressed to the Authority and the OCFC, of nationally recognized bond counsel that termination of the Base Lease will not adversely affect (i) the validity of the Bonds or (ii) the exclusion of the interest on the Bonds from the {gross income of the holders of the Bonds for federal income tax purposes; and (© there has been a determination by the OCFC that (i) it is no longer necessary for the OCFC to maintain any real property interest in the Premises, including the State Improvements, and (ii) it is in the best interests of the State to terminate this Base Lease. Section 4. Rights upon Termination. Upon termination of this Base Lease: (@) the estate created hereby shall expire and terminate as fully and completely and with the same effect as if such date were the date fixed for expiration of the term of this Base Lease and thereupon all rights and obligations of the OCFC shall terminate; (b) the NURFC shall have the right to re-enter and repossess the Premises; (©) the OCFC shall peacefully leave and surrender the Premises to NURFC in good condition and repair, ordinary wear and tear and damage by insured casualty excepted; and @ the OCFC shall convey all its right, title and interest in the Premises, including the State Improvements, to the NURFC. Upon termination of this Base Lease pursuant to Sections 1(a), (c), (4) or (¢) at the option of the OCEC or NURFC pursuant to Section 2 of this Article X, the NURFC shall pay the OCFC the Value of the State Improvements as of the date of termination, AldSection 5. Surrender of Premises. Upon termination of this Base Lease and surrender of the Premises, the Premises shall be free of and unencumbered by any liens or encumbrances other than those liens or encumbrances (i) existing at the time of the execution of this Base Lease, (ii) created by or resulting from any act or status of the NURFC or Manager or failure by the NUREC or Manager to perform any obligation not required to be performed by the OCFC hereunder, or (iii) created by or resulting from any act or failure to act by OCFC or any sublessee or assignee of the OCFC or the Manager to which NURFC shall have expressly consented to in writing ARTICLE XI ASSIGNMENT AND SUBLETTING Section 1. Grant. The NURFC hereby acknowledges and consents to the grant and conveyance by the OCFC to the Authority and the Base Lease from the Authority back to the OCEC pursuant to the OBA Lease Agreement, The NUREC shall not assign its interest in this Base Lease without the written consent of the OCFC and the Authority, which consent shall not be unreasonably withheld. Section2. Management Agreement. The NURFC acknowledges that it is the ‘Manager pursuant to the Management Agreement, pursuant to which the Manager will manage the Facility as an Ohio cultural facility. In the event of any inconsistency between the provisions of this Base Lease and the Management Agreement, the terms of this Base Lease shall control. The NURFC acknowledges that pursuant to the Cooperative Agreement in the form presented to it, if executed and delivered, the Project Sponsor will operate and manage the Facility as an Ohio cultural facility. In the event of any inconsistency between the provisions of this Base Lease and the Cooperative Use Agreement, the terms of this Base Lease shall control. ‘The NUREC acknowledges that the OCFC has, pursuant to the CAF Agreement and the Management Agreement, and may pursuant to the CAF Agreement and the Cooperative Agreement, fully and completely discharged all of its obligations under Section 4 of Article I, Sections 2 and 3 of Article III, Section I of Article IV, Sections 1, 2 and 3 of Article VI, and Section 4 of Article VIII of this Base Lease for the Term of the Base Lease. ‘The NURFC further acknowledges that a failure by the Construction Administrator, the ‘Manager or the Project Sponsor to perform any such obligations or the termination of the CAF Agreement, the Management Agreement or the Cooperative Use Agreement for any reason whatsoever shall not constitute or be deemed a default hereunder by the OCFC and shall not serve to impose any further or other obligation upon the OCFC, all of which obligations have been fully discharged by the OCFC by the execution of the CAF Agreement, the Management Agreement and the Cooperative Use Agreement. In the event of termination of the Management Agreement or the Cooperative Use Agreement, as applicable, the OCFC has sole discretion to select another manager for the Facility and to enter into a new management agreement or cooperative use agreement, for the remaining term of this Base Lease. AISSection 3. New Manager. During the Management Transition Period, the NURFC will cooperate with the OCFC upon OCFC's request to find a qualified manager for the Facility and execute a new management agreement or cooperative use agreement in order that the Facility be open to the general public as a cultural facility. The new Manager or Project Sponsor shall be selected in accordance with Section 9 of the Subordination Agreement among the NURFC, the OCEC, Bank One NA, as trustee, and Bank One NA, as agent on behalf of itself and other banks issuing a letter of credit dated April 17, 2003. As used herein, the "Management Transition Period” shall be that period of time commencing with the termination of the Management Agreement or the Cooperative Use Agreement, as applicable, for any reason whatsoever, and continuing until such time as a new management agreement or cooperative use agreement is executed by the OCFC with a new manager. During the Management Transition Period, the Facility shall not be open to the general public. Section 4. ‘Termination _of Base Lease. If a new management agreement or cooperative use agreement has not been executed by the OCFC within six months of the commencement of the Management Transition Period, and subject to the fulfillment of any applicable conditions set forth in this Base Lease, either the NURFC or OCFC may terminate this Base Lease by giving the other party hereto prior written notice thereof, stating (a) its intention to terminate the Base Lease and (b) the termination date, which shall be no less than thirty nor more than sixty days from date of the notice. Section 5. Role of Authority. The NURFC acknowledges that the State has been granted an interest in the Premises for the purpose of issuing the Bonds, the proceeds of which are to be used to finance the costs of the State Improvements. ‘The NURFC further acknowledges that the OBA, the Treasurer and the OPFC are not obligated under any circumstances whatsoever, including without limitation, a default by the OCFC, the Manager or the Project Sponsor, to perform any obligations of the OCFC, the Manager or the Project Sponsor, as set forth in this Base Lease or the Management Agreement or the Cooperative Use Agreement, as applicable. The NURFC also acknowledges that the issuance of the Bonds is solely in the discretion of the State and may not be compelled by the NURFC or by order of any court. ARTICLE XII EXECUTION OF DOCUMENTS Section 1. Easements. The NURFC and OCFC acknowledge that the OCFC shall have all rights and duties under all easements appurtenant to the Premises. The parties further agree that from time to time, at the request of the other party, each shall execute and deliver such additional documents confirming the rights of each party under all easements appurtenant to the Premises (the "Easements") or more precisely fixing the location of the Easements as such requesting party shall deem to be necessary or appropriate, all expenses of which shall be borne by the party requesting such document. Section 2. Estoppel Certificates. The NURFC and OCEC shall, from time to time following demand therefore, prompily execute, acknowledge and deliver to the other, a statement in recordable form certifying that this Base Lease is unmodified and is in full force and effect (or, if there have been modifications, that this Base Lease is in full force and effect as modified and specifying said modifications) and either stating that to the knowledge of the signer of such Al6statement (a) no default or event which with notice or the passage of time or both, would constitute an Event of Default, exists hereunder or (b) specifying each alleged Event of Default of which the signer has knowledge. Itis intended that any such statement made pursuant to this Section may be relied upon by any prospective assignee or sublessee of the OCFC or the Manager. The parties shall promptly fumish, following demand therefore, satisfactory evidence and proof of payment of items for which they are respectively responsible under this Base Lease. ARTICLE XI PERMITTED CONTESTS Section 1. Contested Charges. The OCFC shall not be required to make any payments required by Sections 2 and 3 of Article III herein, provided the OCFC is contesting in good faith the existence, amount, validity, or extent of its liability therefore by appropriate proceedings; provided, such proceedings operate to prevent (a) the collection of, or other realization upon, the amount so contested, (b) the sale, forfeiture or loss of all or any part of the Premises or (c) any interference with the use or occupancy of all or any part of the Premises. If the OCFC is unsuccessful in the such contest, the OCFC shall promptly fully pay and discharge, or cause to be fully paid or discharged, all amounts required to be paid by the OCFC pursuant to said Sections, together with any fines, penalties, judgments, interest, costs and expenses attributable thereto. ‘The OCEC shall also timely perform or cause to be performed all acts mandated thereby. ARTICLE XIV OTHER DOCUMENTS Section 1. Other Financing. If the Project is financed with proceeds of the issuance of local bonds, a letter of credit or otherwise, the OCFC must approve the terms and provisions of the documents providing for such funding. In the event such documents have been executed prior to this Base Lease, the Management Agreement, the CAF Agreement or the Cooperative Use Agreement, the terms and provisions of such documents shall be subordinated to the terms and provisions of this Base Lease, the Management Agreement, the CAF Agreement and the Cooperative Use Agreement. ARTICLE XV AMENDMENTS: Section 1. _ Amendments. This Base Lease may be amended by the OCFC and the NUREC. All amendments shall be in writing. Section2. Value_of State_Improvements. If OCFC finances additional State Improvements to the Facility, the OCFC and the NURFC shall amend this Base Lease, particularly Exhibit D, to reflect the additional financing of State Improvements by the OCEC and the Value of the State Improvements. AITARTICLE XVI MISCELLANEOUS Section 1. Separability. Each provision hereof shall be separate and independent and the breach of any provision by any party hereto shall not discharge or relieve the other party from its obligations to perform each and every covenant to be performed by it hereunder. If any provisions hereof (or the application thereof to any person, firm or corporation or to any circumstances) shall be deemed invalid or unenforceable by any court of competent jurisdiction, the remaining provisions of this Base Lease (or the application of such invalid provisions to such persons, firms or corporation or circumstances other than those as to which it is invalid or unenforceable), shall not be affected thereby, and each provision hereof shall be valid and enforceable to the fullest extent permitted by law. Section2. Rights Cumulative. All rights and remedies of the parties hereto shall be cumulative and, except as specifically contemplated otherwise by this Base Lease, none shall exclude any other right or remedy allowed at law or in equity, and said rights or remedies may be exercised or enforced concurrently. Section3. Waiver. The waiver by any party hereto of, or the failure of such party to take action with respect to, any breach of any term, covenant or condition herein contained shall not be deemed to be a waiver of any other term, covenant or condition herein contained, or any subsequent breach of the same, or any other term, covenant or condition herein contained. Section 4. Notices, Demands. All notices, demands, requests, consents, approvals and other communications required or permitted to be given pursuant to the terms of this Base Lease shall be in writing and shall be deemed to have been properly given if hand delivered, sent by USS. registered or certified mail, postage prepaid, or sent by e-mail or fax with written confirmation sent by a U.S. registered or certified mail, postage prepaid: (a) with respect to the NURFC: National Underground Railroad Freedom Center, Inc. 50 E. Freedom Way Cincinnati, Ohio 43202 Attention: Chief Financial Officer E-mail: gbockelman@nurfe.org Fax: 513-241-1202 (b) with respect to the OCFC: Ohio Cultural Facilities Commission 20 East Broad Street, Suite 200 Columbus, Ohio 43215 - 3416 Attn: Executive Director |: Kfox@oasfe.state.oh.us Fax: 614-752-2775with additional copies sent to: Attomey General State of Ohio 30 E. Broad Street, 17th Floor Columbus, Ohio 43215 Attn: Business Counsel Section E-mail: trocco@ag.state.oh.us Fax: 614-728-9470 In addition, such notices shall also be sent to all assignees or sublessees of the OCFC of which the sender has actual or constructive notice. ‘The NURFC, the OCFC and the additional parties designated above shall each have the right from time to time to specify as their respective address for purposes of this Base Lease any other address upon the giving of fifteen days' prior written notice, as provided herein, to the other parties listed above Section 5. Binding Effect. All of the covenants, conditions and obligations contained in this Base Lease shall be binding upon and inure to the benefit of the respective successors and assigns of the NURFC and OCFC to the same extent as if each such. successor and assign were named as a party to this Base Lease, This Base Lease may not be changed or discharged except by writing signed by the parties hereto. Section 6. Memorandum of Lease. Neither party hereto shall place this Base Lease of record, but each party shall, upon execution hereon, execute and deliver a memorandum of lease or similar instrument reflecting the terms of this Base Lease as are required pursuant to O.R.C. Section 5301.251, and which instrument shall within ten days thereafter be presented for recording in the Recorder's Office of Hamilton County, Ohio, without further notice at NURFC's expense. NURFC shall, at its expense, promptly provide the OCFC with a certified copy of the recorded memorandum of lease. Section 7, Appropriation. The OCFC's obligations to make any expenditure hereunder are subject to appropriations having been made specifically for expenses related to the Facility and other approvals having been obtained as may from time to time be required by the laws of the State of Ohio. Section 8. Execution in Counterparts. This Base Lease may be executed in several counterparts, each of which shall be an original and all of which shall constitute but one and the same instrument. Section 9. Governing Law, This Base Lease shall be governed by and interpreted under the laws of the State of Ohio, and any action or proceeding arising from this Base Le: shall be commenced in a court of competent jurisdiction located in Franklin County, Ohio. Section 10. Captions. The captions of this Base Lease are for convenience only and are not to be construed as part of this Base Lease and shall not be construed as defining or limiting in any way the scope or intent of any of the provisions hereof. Ald.Section 11. Time. Time is of the essence in this Base Lease and all provisions herein relating thereto shall be strictly construed. A-20IN WITNESS WHEREOF, the NURFC and OCEC have caused this Base Lease to be executed by their duly authorized representatives as of the day and year first above written. A21 National Underground Railroad Freedom Center, Inc. By:_/s/Don Murphy — President and Chief Executive Officer State of Ohio, by and through the Ohio Cultural Facilities Commission By:___/s/ Kathleen M. Fox Kathleen M. Fox Executive DirectorEXHIBIT A Facility/Project Facility: The National Underground Railroad Freedom Center (Freedom Center) is a museum project that will present the story of slaves escaping from slavery in the South to the Northern free states via the network of "stops" and paths known as the Underground Railroad. The facility will consist of 160,000 square foot museum and a garden esplanade depicting " visitors to experience. Project: The Project consists of the design, construction and operation of the National Underground Railroad Freedom Center facility, as described above. A22EXHIBIT B State Improvements The State Improvements consist of exhibits, furniture, fixtures and equipment located in the National Underground Railroad Freedom Center facility, as approved by the Executive Director of the OCFC in her sole discretion.EXHIBIT C Land, Easements, Rights, Appurtenances/Existing Buildings Air rights above Elevation 510 of Lot 3, The Banks, Phase 1, the plat of which is recorded in Plat Book 361, Pages 62 and 63 in the office of the Recorder of Hamilton County, Ohio. A24EXHIBIT D Value of State Improvements 2001 Bond 2003 Bond 2004 Bond 2006 Bond r Proceeds Proceeds Proceeds Proceeds TOTAL of172008—$ 1,437,075.96 S 3,638,928.80 S$ 2,650,420.17 S$ 1,786,163.52 S_9,512,588.45 71/2008 1,421,78791 3,608,090.42 2,615,546.22 1,773,584.91 9,419,009.46 1/2008 1,406,499.87 3,571,252.04 2,580,672.27 1,761,006.29 9,325,430.47 9/1/2008 1,391,211,83 3,546,413.66 2,545,798.32 1,748,427.67 9,231,851.48 10/1/2008 1,375,923.79 3,515,575.28 2,510,92437 1,735,849.06 9,138,272.50 11/1/2008 1360,635.75 3,484,736.90 2,476,050.42 1,723,270.44 9,044,693.51 12/1/2008 1,345,347.70 3,453,898.52 2,441,176.47 1,710,691.82 8,951,114.52 1/1/2009 1,330,059.66 3,423,060.14 2,406,302.52 1,698,113.21 8,857,535.53 2/1/2008 1314,771.62 3,392,221.76 2,371,428.57 1,685,534.59 8,763,956.55 3/1/2009 1,299,483.58 3,361,383.38 2,336,554.62 1,672,955.97 8,670,377.56 4/1/2009 1,284,195.54 3,330,545.00 2,301,680.67 1,660,377.36 8,576,798.57 5/1/2009 1,268,907.49 3,299,706.62 2,266,806.72 1,647,798.74 8,483,219.58 11/2009 1,253,619.45 3,268,868.24 2.231,932.77 1,635,220.13 8,389,640.59 7112009 1,238,331.41 3,238,029.87 2,197,058.82 1,622,641.51 8,296,061.61 8/1/2009 1,223,083.37 3,207,191.49 2,162, 184.87 1,610,062.89 8,202,482.62 9/1/2009 1,207,755.32 3,176, 353.11 2,127,310.92 1,397,484.28 8,108,903.63 10/1/2009 1,192,467.28 3,145,514.73 2,092,436.97 1,884,905.66 8,015,324.64 1/1/2009 1,177,179.24 3,114,676.35 2,057,563.03 1,872,327.04 7,921,745.66 12/1/2009 1,161,891.20 3,083,837.97 2,022,689.08 1,359,748.43 7,828,166.67 W12010 1,146,603.16 3,052,999.59 1,987,815.13 1,547,169.81 1,734,587.68 2/1/2010 1,131,315.11 3,022,161.21 1,952,941.18 1,534,591.19 7,641,008.69 3/1/2010 1,116,027.07 2,991,322.83 1,918,067.23 1,522,012.58 7,547,429.71 asir2010 1,100,739.03 2,960,484.45 1,883,193.28 1,509,433.96 7,453,850.72 5/1/2010 1,085,450.99 2,929,646.07 1,848,319.33 1,496,855.35 7360,271.73 1172010 1,070,162.95 2,898,807.69 1,813,445.38 1,484,276.73 7,266,692.74 mu2010 1,054,874.90 2,867,969.31 1,778,571.43 1,471,698.11 7.173,113.75 8/1/2010 1,039,586.86 2,837,130.93 1,743,697.48 1,459,119.50 7,079,534.77 9/1/2010 1,024,298,.82 2,806,292.55 1,708,823.53 1,446,540.88 6,985,955.78 10/1/2010 1,009,010.78 2.775484.17 1,673,949.58 1,433,962.26 6,892,376.79 11/12010 93,722.74 2,744,615.79 1,639,075.63 1,421,383.65 6,798,797.80 1212010 978,434.69 213,774 1,604,201.68 1,408,805.03 6,105,218.82 W201 963,146.65, 2,682,939.03 1,869,327.73 1 396,226.42 6,611,639.83 2noit 947,858.61 2,652,100.65 1,534,453.78 1,383,647.80 6,518,060.84 3/2011 932,570.57 2,621,26227 1,499,579.83 1,371,069.18 6,424,481.85 4nio11 917,282.53, 2,590,423.89 1,464,705.88 1,358,490.57 6,330,902.87 s/2011 901,994.48, 2,559,585.51 1,429,831.93 1,345,911.95 6,237,323.88 eninoit 886,706.44 2,528,747.13 1,394,957.98 1,333,333.33 6,143,744.89 m1011 871,418.40 2,497,908.75 1,360,084.03 1,320,754.72 6,050,165.90 g/172011 856,130.36 2,467,070.37 1,325,210.08 1,308,176.10 5,956,586.91 snort 840,842.31 2,436,231.99 1,290,336.13 1,295,597.48 5,863,007.93 10/2011 825,554.27 2,405,393.61 1,255,462.18 1,283,018.87 5,769,428.94 1/2011 810,266.23, 2,374,555.23 1,220,588.24 1,270,440.25 5,675,849.95 1212011 794,978.19 2,343,716.85 1,185,714.29 1,257,861.64 5,582,270.96 A252001 Bond 2003 Bond 2004 Bond 2006 Bond TOTAL Proceeds Proceeds Proceeds Proceeds _ 112016 45,864.13, 832,636.25 641,509.43 1,520,009.81 2/1/2016 30,576.08 801,797.87 628,930.82 1,461,304.77 3/1/2016 15,288.04 770,959.49 616,352.20 1,402,599.74 4/2016 740,121.11 603,773.58, 1,343,894.70 5/1/2016 709,282.73 591,194.97 1,300,47.70 6/1/2016 678,444.35 578,616.35 1,257,060.70 71/2016 647,605.97 366,037.74 1.213,643.71 B/12016 616,767.59 $53,459.12 1,170,226.71 9/1/2016 585,929.21 540,880.50 1,126,809.72 10/1/2016 555,090.83, 528,301.89 1,083,392.72 11/1/2016 524,252.45 515,723.27 1,039,975.72 12/1/2016 493,414.07 503,144.65, 996,558.73, 2017, 462,575.10 490,566.04 953,141.73, 2/1/2017 431,737.32 ATI 987A2 909,724.74 3/1/2017 400,898.94 465,408.81 866,307.74 4/1/2017 370,060.56 452,830.19 822,890.74 9/1/2017 339,222.18 440,251.57 779,873.15 6/1/2017 308,383.80 42,672.96 736,056.75, 72017 277,$45.42 415,094.34 692,639.76 8/1/2017 246,707.04 402,515.72 (649,222.76 9/1/2017 215,868.66 389,937.11 (605,805.76 10/1/2017 185,030.28 377,358.49 362,388.77 112017 154,191.90 364,779.87 518,971.77 12017 123,353.52 352,201.26 475,554.78 vi2018 92,515.14 339,622.64 432,137.78 2172018 61,676.76 327,044.03, 388,720.78 3/1/2018 30,838.38 314,465.41 345,303.79 4/1/2018 301,886.79 301,886.79 s/12018 289,308.18 289,308.18 12018 216,729.56 216,129.56 712018 264,150.94 264,150.94 8/1/2018 251,572.33 251,572.33 on12018 238,993.71 238,993.71 10/1/2018 226,415.09 226,415.09 AV2018 213,836.48 213,836.48 12/2018 201,257.86 201,257.86 vi2019 188,679.25 188,679.25 2112019 176,100.63 176,100.63, 3/1/2019 163,522.01 163,522.01 4/12019 150,943.40 150,943.40 5/1/2019 138,364.78 138,364.78 6/1/2019 125,786.16 125,786.16 7/2019 113,207.55 113,207.55 8/1/2019 100,628.93 100,628.93 9/1/2019 88,050.31 88,050.31 10/2019 75,471.70 13,471.70 11/1/2019 62,893.08 62,893.08 12/1/2019 50,314.47 5031447 A272001 Bond 2003 Bond 2004 Bond 2006 Bond TOTAL Proceeds Proceeds Proceeds Proceeds 172020 31,735.85 F775 2rv2020 25,187.23 25,187.23 3/1/2020 1257862 12,578.62 TOTAL —_$68,261,107.92 $216,516,263.64 $$102,041,176.47 $127,710,691.82 $514,529.239.86 A28Date: April 4, 2008 To: Lori Payne Associate Assistant Ohio Attorney Genoral From: — Tony Capaci CULTURAL Prec anager FACILITIES Re: Nation Underground Ritoud Freedom Center COMMISSION A 20E. Broad Street, Sute 200 ORE GENE; Cot Sa 28 AALS OF 614.752.2775 (Fax) APR g 42 Te 008 RE Attached is a Second Amendment to Base Lease. PUSHES ORD EL 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 return 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 AS TO FORM, 0 fur_as tracked changes go % Subpot to marked CWisidrs - THIS FORM WILL BECOME PART OF THE ABOVE-NAMED LEGAL DOCUMENT. MARC DANN ATTORNEY GENERAL OF OHIO : «fs (04 Logi A_Payng, Associate Assistant Attorney General Date APR OB RCUD ‘S\PROJECT MANAGEMENT, Cultural ProjectNational Underground Ralroad Freedom CenterLegel Docs\Agreements\APPROVED AS TO FORM AG for 2nd Amiencment to Base Laase.doc ayarz008