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 and
Chief Executive Officer

OHIO CULTURAL FACILITIES COMMISSION

By:
Kathleen M. Fox, Executive Director
STATE OF OHIO )
) ss:
COUNTY OF HAMILTON )

The foregoing Second Amendment to Base Lease was acknowledged before me on the
_____ day of _____________, 2008, by Don Murphy, the President and Chief Executive Officer
of the National Underground 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.

Notary Public

STATE OF OHIO )
) ss:
COUNTY OF FRANKLIN )

The foregoing Second Amendment to Base Lease was acknowledged before me on the
_____ day of _____________, 2008, by Kathleen M. Fox, Executive Director of the Ohio
Cultural Facilities Commission, who acknowledged that she executed the foregoing for and on
behalf of the Ohio Cultural 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.

Notary Public

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 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 OPFC.

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 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 OCFC, 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 $117,744,000.
The OCFC shall pay for a portion of the State
I m p r o v e m e n t s 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:

(a) 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.

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 NOW, THEREFORE, in consideration of the mutual promises and covenants set forth
herein, the OCFC and the NURFC agree as follows:

ARTICLE I
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 OCFC, is hereinafter
referred to as the "Premises").

Section 2. Title and Condition; NURFC Representations. The Premises are subject to
(a) 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: (i) 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"), (ii)
Easements on plat recorded in Plat Book 361, Pages 62-63 in the Recorder's Office, (iii)
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;

(b) 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

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 "Governmental Authorities") and the NURFC is not aware of any noncompliance
with the Laws by previous owners or tenants of the Premises;

(c) 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;

(d) 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;

(e) 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;

(f) 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

(g) 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 OCFC 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.

(a) 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.

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 (c) 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.

(d) 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, or
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.

Section 4. 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
NURFC, 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.

Section 2. 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 accrue 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 a lien on,
all or any part of the Premises or the use of the Premises, whether general or special, ordinary or

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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 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 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 after 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.

Section 2. 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.

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 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
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
NURFC 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
OCFC. 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 NURFC, 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
discharged, the costs of any such changes, so that the Facility shall at all times 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 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

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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.

Section 4. Liens, Negative Pledge. Except for the Open-End Mortgage, Security
Agreement and Fixture Filing dated as of April 1, 2003 between the NURFC and TheJPMorgan
Chase Bank of New York Mellon Trust Company, N.A. (as successor to Bank One, NA):

(a) Pursuant to the CAF Agreement, the NURFC, as the Construction Administrator,
shall ensure that the Project be completed free and clear of all mechanic's liens or
encumbrances 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
Premises.

Section 6. Reversion to NURFC. 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.

ARTICLE VI
INSURANCE

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 OCFC 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.

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 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.

Section 2. Commercial General Liability Insurance (ISO 1997 or later occurrence

form). The OCFC 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, or 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
be 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.

Section 6. Indemnification. At all times during the term of this Base Lease, the
OCFC shall attempt to cause the Construction Administrator, the Manager or the Project Sponsor
to fully indemnify, defend and save the NURFC and the OCFC, 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.

Section 7. 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

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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.

For purposes of this Article VII, 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.

Section 3. 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 OCFC, whichever occurs first,
the NURFC shall provide written notice to the OCFC 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, (i) 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 NURFC, 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

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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.

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 VIII
DAMAGE

Section 1. Damage. For purposes of this Section, the NURFC shall determine in its
sole discretion 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.

Section 2. 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 OCFC, 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 NURFC 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.

Section 3. Proceeds. All insurance proceeds resulting from claims with respect to an
insured casualty shall be applied as follows:

(a) 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;

A-11
 (b) 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
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 or 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 or
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;

(b) Termination of the CAF Agreement prior to completion of construction;

(c) 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;

(d) Failure by either party hereto (the "Defaulting Parry"), except in the case of a
failure described in (a), (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 (d) 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;

(e) An Event of Default (including the expiration of any cure period) under the
Reimbursement Agreement by and among the NURFC, TheJPMorgan Chase Bank of
New York Mellon Trust Company, 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

A-12
 (f) 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.

Section 2. Notice. Each party to this Base Lease agrees to give the other party prompt
written notice of the occurrence of any event or condition which constitutes or would, with the
passage of time, constitute an Event of Default hereunder.

Section 3. 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(d) 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

Section 1. Automatic Termination. This Base Lease shall terminate upon:

(a) 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;

(c) the receipt by OCFC and the Authority of an opinion, satisfactory to them
and addressed to them, of nationally recognized bond counsel stating 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) 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

(e) 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.

Section 2. 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:

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 (a) in accordance with Section 1 of Article VIII;

(b) at the option of either party (i) upon failure to execute the CAF Agreement
within 30 days hereof; (ii) after termination of the CAF Agreement in accordance
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, or (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

(c) 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(c) 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

(c) 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:

(a) 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;

(c) 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

(d) the OCFC shall convey all its right, title and interest in the Premises,
including the State Improvements, to the NURFC.

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 Upon termination of this Base Lease pursuant to Sections 1(a), (c), (d) or (e) at the option
of the OCFC 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.

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
NURFC 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
OCFC pursuant to the OBA Lease Agreement. The NURFC 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.

Section 2. 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 NURFC 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 1 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

A-15
and to enter into a new management agreement or cooperative use agreement, for the remaining
term of this Base Lease.

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
OCFC, 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 OCFC shall, from time to time
following demand therefore, promptly execute, acknowledge and deliver to the other, a statement

A-16
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
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.

It is 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
furnish, following demand therefore, satisfactory evidence and proof of payment of items for
which they are respectively responsible under this Base Lease.

ARTICLE XIII
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 OCFC 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
NURFC. All amendments shall be in writing.

Section 2. 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 OCFC
and the Value of the State Improvements.

A-17
 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.

Section 2. 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.

Section 3. 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
U.S. 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@nurfc.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
E-mail: kfox@oasfc.state.oh.us
Fax: 614-752-2775

A-18
 with additional copies sent to:

Attorney 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 Lease
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.

A-19
 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 OCFC have caused this Base Lease to be
executed by their duly authorized representatives as of the day and year first above written.

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

A-21
 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 "pathways to freedom" for
visitors to experience.

Project: The Project consists of the design, construction and operation of the National Underground
Railroad Freedom Center facility, as described above.

A-22
 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.

A-23
 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.

A-24
 EXHIBIT D

Value of State Improvements

2001 Bond 2003 Bond 2004 Bond 2006 Bond TOTAL

Proceeds Proceeds Proceeds Proceeds

6/1/200
8 $ 1,437,075.96 $ 3,638,928.80 $ 2,650,420.17 $ 1,786,163.52 $ 9,512,588.45
7/1/200
8 1,421,787.91 3,608,090.42 2,615,546.22 1,773,584.91 9,419,009.46
8/1/200
8 1,406,499.87 3,577,252.04 2,580,672.27 1,761,006.29 9,325,430.47
9/1/200
8 1,391,211.83 3,546,413.66 2,545,798.32 1,748,427.67 9,231,851.48
10/1/20
08 1,375,923.79 3,515,575.28 2,510,924.37 1,735,849.06 9,138,272.50
11/1/20
08 1,360,635.75 3,484,736.90 2,476,050.42 1,723,270.44 9,044,693.51
12/1/20
08 1,345,347.70 3,453,898.52 2,441,176.47 1,710,691.82 8,951,114.52
1/1/200
9 1,330,059.66 3,423,060.14 2,406,302.52 1,698,113.21 8,857,535.53
2/1/200
9 1,314,771.62 3,392,221.76 2,371,428.57 1,685,534.59 8,763,956.55
3/1/200
9 1,299,483.58 3,361,383.38 2,336,554.62 1,672,955.97 8,670,377.56
4/1/200
9 1,284,195.54 3,330,545.00 2,301,680.67 1,660,377.36 8,576,798.57
5/1/200
9 1,268,907.49 3,299,706.62 2,266,806.72 1,647,798.74 8,483,219.58
6/1/200
9 1,253,619.45 3,268,868.24 2,231,932.77 1,635,220.13 8,389,640.59
7/1/200
9 1,238,331.41 3,238,029.87 2,197,058.82 1,622,641.51 8,296,061.61
8/1/200
9 1,223,043.37 3,207,191.49 2,162,184.87 1,610,062.89 8,202,482.62
9/1/200
9 1,207,755.32 3,176,353.11 2,127,310.92 1,597,484.28 8,108,903.63
10/1/20
09 1,192,467.28 3,145,514.73 2,092,436.97 1,584,905.66 8,015,324.64
11/1/20
09 1,177,179.24 3,114,676.35 2,057,563.03 1,572,327.04 7,921,745.66
12/1/20
09 1,161,891.20 3,083,837.97 2,022,689.08 1,559,748.43 7,828,166.67
1/1/201
0 1,146,603.16 3,052,999.59 1,987,815.13 1,547,169.81 7,734,587.68
2/1/201
0 1,131,315.11 3,022,161.21 1,952,941.18 1,534,591.19 7,641,008.69
3/1/201
0 1,116,027.07 2,991,322.83 1,918,067.23 1,522,012.58 7,547,429.71
4/1/201
0 1,100,739.03 2,960,484.45 1,883,193.28 1,509,433.96 7,453,850.72
5/1/201
0 1,085,450.99 2,929,646.07 1,848,319.33 1,496,855.35 7,360,271.73

A-25
 2001 Bond 2003 Bond 2004 Bond 2006 Bond TOTAL
Proceeds Proceeds Proceeds Proceeds
6/1/201
0 1,070,162.95 2,898,807.69 1,813,445.38 1,484,276.73 7,266,692.74
7/1/201
0 1,054,874.90 2,867,969.31 1,778,571.43 1,471,698.11 7,173,113.75
8/1/201
0 1,039,586.86 2,837,130.93 1,743,697.48 1,459,119.50 7,079,534.77
9/1/201
0 1,024,298.82 2,806,292.55 1,708,823.53 1,446,540.88 6,985,955.78
10/1/20
10 1,009,010.78 2,775,454.17 1,673,949.58 1,433,962.26 6,892,376.79
11/1/20
10 993,722.74 2,744,615.79 1,639,075.63 1,421,383.65 6,798,797.80
12/1/20
10 978,434.69 2,713,777.41 1,604,201.68 1,408,805.03 6,705,218.82
1/1/201
1 963,146.65 2,682,939.03 1,569,327.73 1,396,226.42 6,611,639.83
2/1/201
1 947,858.61 2,652,100.65 1,534,453.78 1,383,647.80 6,518,060.84
3/1/201
1 932,570.57 2,621,262.27 1,499,579.83 1,371,069.18 6,424,481.85
4/1/201
1 917,282.53 2,590,423.89 1,464,705.88 1,358,490.57 6,330,902.87
5/1/201
1 901,994.48 2,559,585.51 1,429,831.93 1,345,911.95 6,237,323.88
6/1/201
1 886,706.44 2,528,747.13 1,394,957.98 1,333,333.33 6,143,744.89
7/1/201
1 871,418.40 2,497,908.75 1,360,084.03 1,320,754.72 6,050,165.90
8/1/201
1 856,130.36 2,467,070.37 1,325,210.08 1,308,176.10 5,956,586.91
9/1/201
1 840,842.31 2,436,231.99 1,290,336.13 1,295,597.48 5,863,007.93
10/1/20
11 825,554.27 2,405,393.61 1,255,462.18 1,283,018.87 5,769,428.94
11/1/20
11 810,266.23 2,374,555.23 1,220,588.24 1,270,440.25 5,675,849.95
12/1/20
11 794,978.19 2,343,716.85 1,185,714.29 1,257,861.64 5,582,270.96
1/1/201
2 779,690.15 2,312,878.48 1,150,840.34 1,245,283.02 5,488,691.98
2/1/201
2 764,402.10 2,282,040.10 1,115,966.39 1,232,704.40 5,395,112.99
3/1/201
2 749,114.06 2,251,201.72 1,081,092.44 1,220,125.79 5,301,534.00
4/1/201
2 733,826.02 2,220,363.34 1,046,218.49 1,207,547.17 5,207,955.01
5/1/201
2 718,537.98 2,189,524.96 1,011,344.54 1,194,968.55 5,114,376.03
6/1/201
2 703,249.94 2,158,686.58 976,470.59 1,182,389.94 5,020,797.04
7/1/201
2 687,961.89 2,127,848.20 941,596.64 1,169,811.32 4,927,218.05
8/1/201
2 672,673.85 2,097,009.82 906,722.69 1,157,232.70 4,833,639.06

A-26
 2001 Bond 2003 Bond 2004 Bond 2006 Bond TOTAL
Proceeds Proceeds Proceeds Proceeds
9/1/201
2 657,385.81 2,066,171.44 871,848.74 1,144,654.09 4,740,060.07
10/1/20
12 642,097.77 2,035,333.06 836,974.79 1,132,075.47 4,646,481.09
11/1/20
12 626,809.73 2,004,494.68 802,100.84 1,119,496.86 4,552,902.10
12/1/20
12 611,521.68 1,973,656.30 767,226.89 1,106,918.24 4,459,323.11
1/1/201
3 596,233.64 1,942,817.92 732,352.94 1,094,339.62 4,365,744.12
2/1/201
3 580,945.60 1,911,979.54 697,478.99 1,081,761.01 4,272,165.14
3/1/201
3 565,657.56 1,881,141.16 662,605.04 1,069,182.39 4,178,586.15
4/1/201
3 550,369.52 1,850,302.78 627,731.09 1,056,603.77 4,085,007.16
5/1/201
3 535,081.47 1,819,464.40 592,857.14 1,044,025.16 3,991,428.17
6/1/201
3 519,793.43 1,788,626.02 557,983.19 1,031,446.54 3,897,849.19
7/1/201
3 504,505.39 1,757,787.64 523,109.24 1,018,867.92 3,804,270.20
8/1/201
3 489,217.35 1,726,949.26 488,235.29 1,006,289.31 3,710,691.21
9/1/201
3 473,929.30 1,696,110.88 453,361.34 993,710.69 3,617,112.22
10/1/20
13 458,641.26 1,665,272.50 418,487.39 981,132.08 3,523,533.24
11/1/20
13 443,353.22 1,634,434.12 383,613.45 968,553.46 3,429,954.25
12/1/20
13 428,065.18 1,603,595.74 348,739.50 955,974.84 3,336,375.26
1/1/201
4 412,777.14 1,572,757.36 313,865.55 943,396.23 3,242,796.27
2/1/201
4 397,489.09 1,541,918.98 278,991.60 930,817.61 3,149,217.28
3/1/201
4 382,201.05 1,511,080.60 244,117.65 918,238.99 3,055,638.30
4/1/201
4 366,913.01 1,480,242.22 209,243.70 905,660.38 2,962,059.31
5/1/201
4 351,624.97 1,449,403.84 174,369.75 893,081.76 2,868,480.32
6/1/201
4 336,336.93 1,418,565.46 139,495.80 880,503.14 2,774,901.33
7/1/201
4 321,048.88 1,387,727.09 104,621.85 867,924.53 2,681,322.35
8/1/201
4 305,760.84 1,356,888.71 69,747.90 855,345.91 2,587,743.36
9/1/201
4 290,472.80 1,326,050.33 34,873.95 842,767.30 2,494,164.37
10/1/20
14 275,184.76 1,295,211.95 830,188.68 2,400,585.38
11/1/20
14 259,896.72 1,264,373.57 817,610.06 2,341,880.34

A-27
 2001 Bond 2003 Bond 2004 Bond 2006 Bond TOTAL
Proceeds Proceeds Proceeds Proceeds
12/1/20
14 244,608.67 1,233,535.19 805,031.45 2,283,175.31
1/1/201
5 229,320.63 1,202,696.81 792,452.83 2,224,470.27
2/1/201
5 214,032.59 1,171,858.43 779,874.21 2,165,765.23
3/1/201
5 198,744.55 1,141,020.05 767,295.60 2,107,060.19
4/1/201
5 183,456.51 1,110,181.67 754,716.98 2,048,355.15
5/1/201
5 168,168.46 1,079,343.29 742,138.36 1,989,650.12
6/1/201
5 152,880.42 1,048,504.91 729,559.75 1,930,945.08
7/1/201
5 137,592.38 1,017,666.53 716,981.13 1,872,240.04
8/1/201
5 122,304.34 986,828.15 704,402.52 1,813,535.00
9/1/201
5 107,016.29 955,989.77 691,823.90 1,754,829.96
10/1/20
15 91,728.25 925,151.39 679,245.28 1,696,124.93
11/1/20
15 76,440.21 894,313.01 666,666.67 1,637,419.89
12/1/20
15 61,152.17 863,474.63 654,088.05 1,578,714.85
1/1/201
6 45,864.13 832,636.25 641,509.43 1,520,009.81
2/1/201
6 30,576.08 801,797.87 628,930.82 1,461,304.77
3/1/201
6 15,288.04 770,959.49 616,352.20 1,402,599.74
4/1/201
6 740,121.11 603,773.58 1,343,894.70
5/1/201
6 709,282.73 591,194.97 1,300,477.70
6/1/201
6 678,444.35 578,616.35 1,257,060.70
7/1/201
6 647,605.97 566,037.74 1,213,643.71
8/1/201
6 616,767.59 553,459.12 1,170,226.71
9/1/201
6 585,929.21 540,880.50 1,126,809.72
10/1/20
16 555,090.83 528,301.89 1,083,392.72
11/1/20
16 524,252.45 515,723.27 1,039,975.72
12/1/20
16 493,414.07 503,144.65 996,558.73
1/1/201
7 462,575.70 490,566.04 953,141.73
2/1/201
7 431,737.32 477,987.42 909,724.74

A-28
 2001 Bond 2003 Bond 2004 Bond 2006 Bond TOTAL
Proceeds Proceeds Proceeds Proceeds
3/1/201
7 400,898.94 465,408.81 866,307.74
4/1/201
7 370,060.56 452,830.19 822,890.74
5/1/201
7 339,222.18 440,251.57 779,473.75
6/1/201
7 308,383.80 427,672.96 736,056.75
7/1/201
7 277,545.42 415,094.34 692,639.76
8/1/201
7 246,707.04 402,515.72 649,222.76
9/1/201
7 215,868.66 389,937.11 605,805.76
10/1/20
17 185,030.28 377,358.49 562,388.77
11/1/20
17 154,191.90 364,779.87 518,971.77
12/1/20
17 123,353.52 352,201.26 475,554.78
1/1/201
8 92,515.14 339,622.64 432,137.78
2/1/201
8 61,676.76 327,044.03 388,720.78
3/1/201
8 30,838.38 314,465.41 345,303.79
4/1/201
8 301,886.79 301,886.79
5/1/201
8 289,308.18 289,308.18
6/1/201
8 276,729.56 276,729.56
7/1/201
8 264,150.94 264,150.94
8/1/201
8 251,572.33 251,572.33
9/1/201
8 238,993.71 238,993.71
10/1/20
18 226,415.09 226,415.09
11/1/20
18 213,836.48 213,836.48
12/1/20
18 201,257.86 201,257.86
1/1/201
9 188,679.25 188,679.25
2/1/201
9 176,100.63 176,100.63
3/1/201
9 163,522.01 163,522.01
4/1/201
9 150,943.40 150,943.40
5/1/201
9 138,364.78 138,364.78

A-29
 2001 Bond 2003 Bond 2004 Bond 2006 Bond TOTAL
Proceeds Proceeds Proceeds Proceeds
6/1/201
9 125,786.16 125,786.16
7/1/201
9 113,207.55 113,207.55
8/1/201
9 100,628.93 100,628.93
9/1/201
9 88,050.31 88,050.31
10/1/20
19 75,471.70 75,471.70
11/1/20
19 62,893.08 62,893.08
12/1/20
19 50,314.47 50,314.47
1/1/202
0 37,735.85 37,735.85
2/1/202
0 25,157.23 25,157.23
3/1/202
0 12,578.62 12,578.62

TOTAL $68,261,107.92 $216,516,263.64 $102,041,176.47 $127,710,691.82 $514,529,239.86

A-30
Document comparison done by Workshare DeltaView on Wednesday, July 02, 2008
3:20:15 PM
Input:
Document 1 interwovenSite://COLUDMS/ColDB/96697/9
Document 2 interwovenSite://COLUDMS/ColDB/96697/10
Rendering set standard - steve

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Total changes 6