FIRST AMENDMENT TO MANAGEMENT AGREEMENT This First Amendment to Management Agreement Is dated as of _J U 2005 by and between the National Underground Rallroad Freedom Center, Inc, as manager (the *Manager’), and the State of Ohio (the "State"), acting by and through the Ohio Cultural Facilities Commission, fka the Ohio Arts & Sports Facilities Commission (the "Commission’). Capitalized terms not otherwise defined herein shall have the same meaning as such terms are defined in the Management Agreement, hereinafter defined. RECITALS: WHEREAS, the Manager and the Commission entered into a Management Agreement, dated ‘as of March 25, 2003 (the "Management Agreement") to provide for the management and ‘operation of the National Underground Railroad Freedom Center (the "Centsr”); WHEREAS, pursuant to H.B. 16 adopted by the 126" General Assembly of the State of Ohio, ‘an additional $4,150,000 has been appropriated to pay for costs of construction of the Center (the "Project"); WHEREAS, pursuant to Resolution R-05-07 of the Commission adopted on May 26, 2005, the ‘Commisslon authorized the expenditure of up to $12,650,000, representing the additional $4,150,000, to pay costs of construction of the Project; and WHEREAS, the parties hereto wish to amend certain provisions of the Management Agreement to reflect the additional funding and make certain other changes; NOW, THEREFORE, in consideration of the mutual promises and covenants set forth herein, the partes agree as follows: Section 1. Amendments fo Recitals. New Recitals 3 and 4 of the Management Agreement are added and shall read as follows: "3, Pursuant to H.B. No. 16 of the 126" General Assembly, affective July 1, 2005, the Treesurer shail (a) sucoaed 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, agreements previously entered into by the Authority; "4. In accordance with a Trust Indenture between the Treasurer and The Bank of New York, dated Agel, 208» the Ohio Public Facilities Commission Trust Canipery, he *OPFC') wil lease ceftaln interest to the Commission which wil in turn, use th proceeds from the Bonds to finance improvements to capital facilities, including those owned by the Manager, as Lessor," Recital 5 (now renumbered as Recital 7 in accordance with the provisions of this Section) of the Management Agreement is hereby deleted in its entirety and is amended to read as follows: ‘SATemp Ceol Zelizer NUREC FIRST AMENDMENT TO Management Agrecmeat.doc 8305"7. It 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 the proceeds of the Bonds, as further described in the Base Lease (together with any Additional Bonds, the proceeds of which are used fo finance improvements to the Premises, the "Facility Bonds"). The Lessor shall pay the remaining costs of the Cultural Project from the Local Share, hereinafter defined. Al olher Recitals, not otherwise amended pursuant to this section, shall be renumbered accordingly. Section 2. Amendment to Article VI, Section 1. Article VI, Section 1 of the Management ‘Agreement is hereby deleted in its entirety and is amended to read as follows: "Section 1. Tem. The term of this Agreement commenced on March 23, 2003 ‘and shall expire on June 30, 2007, unless otherwise terminated as provided herein.” Section 3. Amendment to Article XVI. Article XVI is hereby amended by the deletion of the name and address of the Ohio Building Authority. Section 4. Amendment to Exhibit A. Exhibit A of the Management Agreement is hereby deleted in its entirety and is amended to read as follows: "EXHIBIT A. TOTAL COST, STATE SHARE, LOCAL SHARE Total Costs $115,844,000 State Share 12,650,000 Local Share 103,194,000" Section 5. Amendment to Exhibit B. Exhibit B is hereby deleted in its entirety and amended to read as follows: “EXHIBIT NATURE OF LOCAL SHARE Private $61,739,000 City Government 6,000,000 Federal Government 29,000,000 Minimum Earnings on Bond Financing 6,455,000 Total Local Share 403,194,000" ‘SATemp Carol ZekzetNURFCFIRST AMENDMENT TO Management Agresment doc8305Section 6. Acknowledgement. The parties hereto acknowledge that effective July 1, 2005, the Treasurer succseds to, has, and shall perform all of the duties, powers, obligations and functions, and have all of the rights, of the Authority provided for in or pursuant to resolutions, rules, and agreaments previously entered into by the Authority: Section 7, Change in Terms. Wherever the term *Ohio Aris & Sports Facilities Commission” appears in the Management Agraoment, such term shall be amended to "Ohio Cultural Facilities Commission.” Wherever the terms "Authority” (being the Ohio Building Authority) or “Ohio Building Authority’, are used in the body of the Management Agreement (exclusive of the Recitals), such words shall now be amendad to “OPFC and the Treasurer” except in Article Vil, Section 1(b) which shall not be changed and Article XI, Sections 1 where such word shall now be amended to the "Treasurer." Wherever the terms “art,” “arts project,” “arts facility” or " organization" appear in the Management Agreement, such words shall now be amended to “culture,” "cultural project,” "cultural facility", or "culturat organization,” respectively. Section 8. All Other Terms. All other terms and provisions of the Management Agreement shall remain in full force and effect. IN WITNESS WHEREOF, the Center and the Commission have caused this First Amendment to Management Agreement to be executed as of the date set forth above. NATIONAL UNDERGROUND RAILROAD FREEDOM CENTER, INC. By: Title: Trea + CEO. STATE OF OHIO, by and through the OHIO CULTURAY FACILITIES COMMISSION APPROVED AS TO FORM Jim Petro, Ohio Attorney General on attached approval form dat 83/07 ‘$\Terp Cael Zeit NURECFIRST AMENDMENT TO Management Agreement dec8/305* Date; __ OS -O ano 50,000 LE To: Lori Payne Assistant Ohio Attomey General From: Feed O° Dainese Project Manager Ohio Cultural Facilities Commission Re: [piojoctname) —aeteMimm—respet tly © ee tached isa fasme-ctdocument) _/8% Ym Mut fy. __. As the Assistant Attorney General assigned to Ohio Cultural Facilities Commission, please review the above referenced document and indicate either; (a) that this is a preliminary document raview 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 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. v THIS IS A FINAL REVIEW. THIS DOCUMENT HAS BEEN REVIEWED BY THE ASSISTANT ATTORNEY GENERAL ASSIGNED TO THE OHIO CULTURAL FACILITIES COMMISSION AND IS APPROVED AS TO FORM. JIM PETRO ATTORNEY GENERAL OF OHIO ¢ a Li. i: ‘Attorney General Date: Gugust f1, 2DO8 _S1Project Manager tems\Forms and Exhbits'AG Approval of Decides 08-02-05