FIRST _AMENDMEN PPLEMENTAL AGREEMENT This First Amendment to Supplemental Agreement (“First Amendment”) is made effective as of Avge ah 2003, by the Board of Commissioners of Hamilton County, Ohio, acting for and on behalf of Hamilton County, Ohio, a political subdivision of the State of Ohio (the "County"), the City of Cincinnati, Ohio, an Ohio municipal corporation (the “City"), National Underground Railroad Freedom Center, Inc., an Ohio non-profit corporation (the “Freedom Center"), and the Ohio Arts & Sports Facilities Commission, duly created and existing under and by virtue of Ohio Revised Code Chapter 3383("OASEC' WITNESSETH A. WHEREAS, in connection with the development of Block 3 cf The Banks - Phase I, the County, the City and the Freedom Center have entered into various agreements, including the Block 3 Development Agreements" following (collectively, the (1) Amended and Restated Sale of Property, Funding and Development Agreement between the City and the Freedom Center dated July 25, 2001; (2) Lease by the City tothe County dated May 11,2001, (the "Lease"); (3) Declaration of Easements, Covenants, Conditions and Restrictions by the Freedom Center and the County dated May 11, 2001; (4) Declaration of Easements, Covenants, Conditions and Restrictions by the City and the County dated May 11, 2001; and B. WHEREAS, in addition, in connection with the development of Block 3 of The Banks - Phase I, OASFC and the County, previously entered into the following agreements (collectively, the "OASFC Agreements"): (1) Amended and Restated Assignment Agreement between OASEC and the County dated June 20, 2002; and (2) Construction Funding Agreement between OASFC and the County dated June 20, 2002. C. WHEREAS, to resolve any future conflicts between the Block 3 Development Agreements and the OASFC Agreements, the county, the City, the Freedom Center, and OASFC entered into a Supplemental Agreement dated July 10, 2001, (the “Agreement") to subordinate the Block 3 Development Agreements to the OASFCAgreements to the extent provided therein. D. WHEREAS, in addition, in connection with the development of Block 3 of The Sanks - Phase I, OASFC and the Freedom Center entered into the following agreements: (1) Base Lease between OASFC and the Freedom Center dated March a4 , 2003; (2) Management Agreement between OASFC and the Freedom Center dated MWarh aS, 2003; and (3) Construction Administration and Funding Agreement between OASFC and the Freedom Center dated March AS, 2003. E WHEREAS, to resolve any future conflicts between the Block 3 Development Agreements and the three (3) agreements referenced above in Recital (D)(1), (D}(2) and (D)(3}, the County, the City, the Freedom Center, and OASFC wish to enter into this First Amendment to Supplemental Agreement to subordinate the Block 3 Development Agreements to not only the OASEC Agreements, but also the three (3) agreements referenced above in Recital (D)(1), (D) (2) and (D)(3) to the extent provided herein.(f) WHEREAS, the County, the City, the Freedom Center, and the OASFC wish to make the appropriate amendment to the Agreement in order to reflect the above subordination. NON, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree as follows: 1 Recital B (on page 1) of the Agreement is hereby changed to read as follows: "B. In addition, in connection with the development of Block 3 of The Banks - Phase 1, OASFC, on the one hand, and the Freedom Center or the County, on the other hand, have entered into the following agreements (collectively, the "OASFC Agreements"): 1. Amended and = Restated = Assignment Agreement between OASFC and the County dated June 20, 2001; 2. Construction Funding Agreement between OASEC and the County dated June 20, 2001; 3. Base Lease between OASFC and the Freedom Center dated MWgreh 26 , 2003;4, Management Agreement between OASFC and the Freedom Center dated Marchas , 2003; and Construction Administration and Funding Agreement between OASFC and the Freedom center dated March ag , 2003." Except as set forth herein, all other terms and conditions of the Agreement shall remain in full force and effect. Executed by the parties hereto as of the day and year first above written. BOARD OF COMMISSIONERS OF HAMILTON COUNTY, OHIO By: koro hag. David kris County Administrator CITY OF CINCINNATI, OHTO aa . APPROVED AS TO FORM By: ‘ Name: Til Hh Vy H. Reacdan itle: Assistint Cold Manoger—NATIONAL UNDERGROUND RAILROAD FREEDOM CENTER, INC. By: Names 4. titie: _ Wweo President CRO OHIO ARTS & SPORTS FACILITIES COMMISSION Name: Kathlee Title: Executiée Director