SECOND AMENDMENT

TO DEVELOPMENT AGREEMENT

This SECOND AMENDMENT TO DEVELOPMENT AGREEMENT (this

"Amendmenf'Vis made and effective as of May 31,2019 (the "Effective Date") by and between
LOUISVILLE/JEFFERSON COUNTY METRO GOVERNMENT,a Kentucky consolidated
local government, acting by and through LOUISVILLE FORWARD, with an office located at
444 S. Fifth Street, Suite 600, Louisville, Kentucky 40202 (the "Metto"), and MARIAN
DEVELOPMENT GROUP, LLC, a Kentucky limited liability company, with its principal
office at 1122 Rogers Street, Louisville, Kentucky 40204(the "Developer")

WITNESSETH:

WHEREAS, the Metro and Developer executed that certain Development Agreement
dated July 2, 2018, as amended by that certain First Amendment to Development Agreement
dated March 29, 2019 (collectively, the "Agreement"), contemplating the development of the
Project on the Property; and i

WHEREAS,Metro is the landlord under that certain Parking Lot Lease Agreement dated
February 27, 2017 by and between Metro, a^ landlord, and Paristown Preservation Trust
("PPT"), as tenant,(the "Lease"), whereby Metro-teases to PPT that certain surface parking lot as
more particularly described in Exhibit"A"attachc^d hereto (the "Parking I^ot"):

WHEREAS,as a condition precedent to Developer effectuating the development of the

Project on the Property, Metro was to deliver to Developer exclusive possession of the Parking
Lot for the construction ofthe Project;

WHEREAS,since the execution of the Agreement, Metro has been imable to deliver to
Developer the exclusive possession ofthe Parking Lot;

WHEREAS, the parties have now entered-into that certain Settlement Agreement dated
,2019;

WHEREAS, the parties have agreed fo the modification and amendment of the
Agreement; and

WHEREAS, wishing to reduce their understanding to writing, the parties desire to

execute this Amendment.

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 NOW,THEREFORE,for and in consideration of the mutual promises, covenants and
conditions herein, and for other good and v^uable consideration, the receipt, sufficiency and
mutuality of which are hereby acknowledged,the parties hereto agree as follows:

1. Capitalized terms used herein not otherwise defined shall have the meanings
assigned to them in the Agreement.

2. The first paragraph of Section 1.04 ofthe Agreement is hereby amended to reflect
that the Contingency Period shall be extended until December 31, 2019. Furthermore, Section
1.04 is hereby revised to reflect that, during the Contingency Period, Metro, and not Developer,
shall be responsible for the procurement of land use approvals (including, but not limited to,
rezoning to C-2, demolition permits, conditional use permits, variances or waivers) for the
development of the Project. In the event Developer determines, in its sole and absolute
discretion, that the condition of the Property is unsatisfactory, or that Metro cannot obtain land
use approvals sufficient to allow the development of the Project, then it shall notify Metro of the
same in writing and the Agreement shall be.terminated. Notwithstanding an54hing contained
herein or in the Agreement to the contrary, Metro shall be responsible for the procurement ofthe
foregoing land use approvals and the Agreempt, where necessary, shall be revised to reflect the
terms and conditions ofthis Amendment.

3. The second paragraph of Section 1.04 of the Agreement is hereby amended to

reflect that Metro shall support an application for the maximum amount ofTIP funding allowed
under Kentucky law, based upon the sources,^d uses and other financial information provided
by Developer to Metro. In connection with, the foregoing, Metro shall be responsible for the
preparation, submission and revision of any applications, reports and hearings at its sole cost and
expense, other than, if a state TIP is pursued, the independent consultant's fee, which shall be the
responsibility ofthe Developer. Metro shall provide monthly written reports regarding the status
ofthe TIP funds process and shall promptly notify Developer in writing of any communications,
determinations and/or rulings coming from the relevant local or state authority. Developer shall
be given reasonable opportunity to review and comment on any applications or submissions prior
to final submission of the same by Metro. Should the local TIP ordinance fail to be passed by
Louisville Metro Council on terms and conditions acceptable to Developer in its sole discretion
(and, if a state TIP is applied for after the passage of a local TIP ordinance, the state TIP fails to
be passed by the Kentucky Economic Development Finance Authority on terms and conditions
acceptable to Developer in its sole discretion), this Agreement may be voided by Developer at
Developer's sole option.

4. Section 1.06(B) of the Agreement is hereby deleted in its entirety and replaced
with the Project Schedule set forth on Exhibit "B" attached hereto and incorporated herein by
reference.

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 5. Section 1.18 ofthe Agreement is hereby amended to reflect that Metro shall, at its
sole cost and expense, be solely responsible for (i) updating any existing environmental due
diligence, and (ii) conducting any environmental due diligence that is reasonably requested by
Developer, which is collectively anticipated to cost approximately Thirty Thousand and No/100
Dollars ($30,000.00). In the event the results of the foregoing necessitate environmental
remediation in excess of Seven Hundred Fifty Thousand and No/100 Dollars ($750,000.00), as
determined by Developer in its reasonable discretion, Metro shall use best efforts to assist
Developer in remediating the disclosed matters, including, but not limited to, obtaining the
necessary remediation funds. Any party performing the environmental testing shall be approved
by Developer in its reasonable discretion.

6. In light of the additional costs associated with the Project, Section 2.05(E)(iii) is
hereby amended to change "nine percent(9%)"to "eighteen percent(18%)".

7. The following is hereby added as a new Section 2.07 to the Agreement:

Section 2.07. Correspondence; Press. Metro and Developer acknowledge and agree that
the representation of the Project in the media is of critical importance to the viability of the
Project and the acceptance ofthe same by the public at large. So as to better coordinate a umfied
message, the parties agree to work together in good faith on any and all press releases,
communications, correspondence, and/or interviews relating to the Developer, the Project and
the Parking Lot.

8. The Agreement, as modified herein, is hereby ratified and confirmed and shall
continue in full force and effect. To the extent that there is any conflict between the terms and
conditions of this Amendment and the terms arid conditions of the Agreement, the terms and
conditions ofthis Amendment shall control.

9. This Amendment may be executed in one or more counterparts, including

facsimile copies, each of which shall be deemed an original, and all of which taken together shall
constitute one and the same instrument.

[Signature Page Follows]

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 IN WITNESS WHEREOF,the parties hereto have executed this Amendment.as of the
date first set forth above.

METRO:

LOUISVILLE/JEFFERSON COUNTY METRO

GOVERNMENT

Dated: /^) I'n By: /k fe/A

Greg Fischer, Mayor

DEVELOPER:

MARIAN DEVELOPMENT GROUP, LLC, a

Kentucky corporation

Dated: By:

Title;

Approved as to form and legality:

Michael J. O'Connell
Jefferson County ^ttomey

By:
Jsistant Jefferson County Attorney
JOHN A. WILMES
531 Court Place, Suite 900
Louisville, KY 40202
(502)574-3348

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 EXHIBIT A

The term "Real Property means and consists ofthe following:(i)that certain parcel ofreal
property located at 814 Vine Street in Louisville, Jefferson County,Kentucky,being Tract4 ofthe
property acquired by Seller by deed ofrecord in Deed Book 5818,Page 225, in the Office of the
Jefferson County Clerk;(ii) all right, title and interest ofSeller in and to in the land lying in the bed
ofany street, highway,road or avenue,opened or proposed,in front ofor adjoining all or any portion
thereofto the center line ofsame;(iii)easements,privileges, permits,licenses and appurtenances of
any-kind whatsoever related thereto; and (iv) all improvements thereon.

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 EXBDDBIT «A"

PAPKTNfi T.OT DESCRIPTION

[To Be Provided]

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 EXHIBIT "B"

PROJECT SCHEDULE

Metro commences zone change approval process

(to include demolition notice) On or before July 31,2019

Developer to provide detailed development plan Within 90 days ofzone change

approval

Obtain clearing and grading permits required to commence

construction of the Mixed Use Development 180 days from date of detailed
development plan approval

Metro files for any demolition permits Simultaneous w/submission of

clearing and grading

Commence construction ofthe Mixed Use Development 90 days from permit issuance

Substantial completion of Mixed Use Development December,2027

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