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DRAFT 6/25/08

COOPERATIVE USE AGREEMENT

by and between

NATIONAL UNDERGROUND RAILROAD FREEDOM CENTER, INC.

and

STATE OF OHIO

acting by and through

OHIO CULTURAL FACILITIES COMMISSION

Dated
as of
June 1, 2008
COOPERATIVE USE AGREEMENT

This Cooperative Use Agreement (this “CU Agreement”) is entered into and effective as of June
1, 2008, by and between National Underground Railroad Freedom Center, Inc., as Project
Sponsor (the “Project Sponsor”), and the State of Ohio (the “State”), acting by and through the
Ohio Cultural Facilities Commission (the “OCFC”), a state agency organized and operating
under Ohio Revised Code (the “ORC”) Chapter 3383 (the “Act”).

Capitalized terms not otherwise defined herein shall have the same meaning as such terms are
defined in the Act.

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 “Cultural 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.

8. In accordance with the Act, (a) the OCFC shall engage in and provide for the
development, performance and presentation or making available of culture to the public in this
State, and the provision of training or education in culture, by the exercise of its powers under
the Act, including the provision, operation, management and cooperative use of Ohio cultural
facilities, and (b) the OCFC may own, construct or provide for the construction of, lease, equip,
furnish, administer, and manage or provide for the operation and management of, and cooperate
in the use 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 and powers 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 Project Sponsor is an Ohio nonprofit corporation, a 501(c)(3) organization


under the Internal Revenue Code of 1986, as amended, and a “cultural organization” as defined
in the Act, and the Project Sponsor and the OCFC wish to provide for The National Underground
Railroad Freedom Center (the “Cultural Project”) and the operation of a museum and educational
center (which, together with the surrounding premises on which the National Underground
Railroad Freedom Center is located, are hereinafter referred to collectively as the “Facility”).

11. The General Assembly of the State of Ohio has appropriated funds to the OCFC
to finance all or a portion of the costs of the Cultural Project.

12. In accordance with Section 3383.07(A) of the Act, the OCFC may determine that
construction services for a cultural project be provided by the OCFC, a governmental agency or a
cultural organization that occupies, will occupy, or is responsible for, the cultural facility.
Construction services to be provided by such governmental agency or a cultural organization
shall be specified in an agreement between the OCFC and the governmental agency or cultural
organization.

13. In accordance with Section 3383.07(A) of the Act, the OCFC has determined that
the Project Sponsor would be the construction administrator of the Cultural Project, pursuant to
the Arts Facility Construction Administration and Funding Agreement dated as of March 23,
2007, as amended (the “CAF Agreement”).

14. It is estimated that the total cost of the Cultural Project is approximately
$117,744,000. $14,483,332 of the costs of the Cultural Project financed by the OCFC (the “State
Improvements”) has been, or shall be, paid with the proceeds of the Bonds and the remaining
costs has been, or will be, paid from the “Local Share” (as hereinafter defined).

15. Pursuant to the Act, the OCFC may determine that general building services be
provided by a governmental agency or by a cultural organization that occupies, will occupy, or is
responsible for the Facility. The costs of management and general building services shall be paid

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by the cultural organization that occupies, will occupy, or is responsible for the Facility as
provided in an agreement between the OCFC and the cultural organization.

16. In accordance with Section 3383.07(C) of the Act, the OCFC has determined that
the Project Sponsor, as a governmental agency or cultural organization that occupies, will
occupy, or is responsible for the Facility, shall provide the general building services, and the
Project Sponsor is willing to assume responsibility for the provision of, and payment of costs of,
such general building services for the Facility as provided herein.

17. The OCFC has authorized the execution of this CU Agreement and determined
that the cooperative use of the Facility, as provided in this CU Agreement, contributes to the
development, performance, and presentation of culture, or making the same available, to the
public of this State.

18. The OCFC and the Project Sponsor wish to outline the terms and conditions of the
CU Agreement as soon as possible to facilitate the completion of the Cultural Project and the
operation of the Facility.

In consideration of the mutual promises and covenants set forth herein, the parties agree as
follows:

ARTICLE I
OPERATION/OWNERSHIP

Section 1. General. The Project Sponsor shall operate and manage the Facility pursuant to the
terms of this CU Agreement and in accordance with the terms of the Act. The Project Sponsor
shall also:

(a) (i) operate and manage the Facility so as to maintain the Facility as a first-class facility of
its type available to the general public of the State, and (ii) take any and all actions
reasonably necessary to insure such, for the primary purpose of operating and
maintaining a museum and education center;

(b) use the Project Sponsor’s staff as necessary to manage the Facility in the best interests of
the OCFC, the OPFC, the Treasurer, and the State for the presentation of culture as
defined in Section 3383.01(A) of the Act;

(c) cooperate with the OCFC, the OPFC, the Treasurer, and the State in the construction of
the Cultural Project and the resolution of any issues, questions or concerns which the
OCFC, the OPFC, the Treasurer, or the State may have about the management of the
Facility;

(d) coordinate the resolution of any and all issues with the OCFC’s, the OPFC’s, the
Treasurer’s, and the State’s employees, agents, and servants; and

(e) exercise the highest degree of professional skill and competence in the management of
the Facility.

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Section 2. Powers. The Project Sponsor shall have all necessary powers of management, in
accordance with the Act, with full authority to do all acts not restricted or prohibited herein or by
law that are necessary or desirable for the proper operation and management of the Facility;
provided, however, that the Project Sponsor shall take out or sell licenses, enter into or execute
contracts, and hire or discharge employees only on its own behalf.

Section 3. Schedule of Operation/Control of Content. The Project Sponsor shall determine if all
or any part of the Facility shall remain open to the general public during construction. The
Facility shall be open on such dates and at such times as are typical of similar types of facilities,
and to such persons as the Project Sponsor shall determine, all in accordance with rules and
regulations established by the Project Sponsor.

During any term of this CU Agreement, the Project Sponsor shall have the exclusive authority to
schedule events and functions at the Facility.

Nothing herein shall permit, or be deemed to permit, the OCFC, the OPFC, or the Treasurer to
require the cancellation of any scheduled use of the Facility without the consent of the Project
Sponsor. The OCFC, the OPFC, and the Treasurer shall not control the content or presentation
by, any use by, or the selection of, persons using the Facility.

Section 4. Non-Binding. The Project Sponsor shall not act on behalf of, or hold itself out as
acting on behalf of, the OCFC, the OPFC, the Treasurer, or the State in taking out or selling
licenses, entering into or executing contracts, performing the work contemplated under this CU
Agreement, hiring or discharging employees, or otherwise conducting the business of the
Facility. Each contract entered into or executed by the Project Sponsor shall contain
substantially the following provision:

“Each party hereto recognizes and agrees that the Ohio Cultural Facilities
Commission, the Ohio Public Facilities Commission, the Treasurer of
State of the State of Ohio, and the State of Ohio are not bound by or liable
under this contract or license, as applicable, and are not responsible for the
acts or omissions of The National Underground Railroad Freedom Center,
Inc., which is acting solely as an independent contractor.”

The Project Sponsor shall not bind the OCFC, the OPFC, the Treasurer, or the State to any other
person or entity. The Project Sponsor shall not commit any act or permit anything to be done
inconsistent with the respective interests of the OCFC, the OPFC, the Treasurer, or the State.

ARTICLE II
LOCAL MATCH/LOCAL SHARE/FULL FUNDING

Section 1. Contribution of Local Match. In accordance with Section 3383.07(D)(2) of the Act,
the Project Sponsor shall provide, raise, or cause to be raised, from sources other than the
proceeds of the Facility Bonds, contributions (the “Local Match”) amounting to not less than
fifty percent (50%) of the total state funding for the Cultural Project (the “State Share”). The
OCFC acknowledges and agrees that the nature and amount of the Local Match satisfies the
requirement of Section 3383.07(D)(2) of the Act.

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Section 2. Local Share. The State’s Share of the total costs of the Cultural Project (the “Total
Costs”) shall be an amount equal to the lesser of the State appropriation for the Cultural Project
or the costs of the Cultural Project authorized for expenditure thereon by the OCFC and shall be
financed solely from the proceeds of the Facility Bonds. The local share (the “Local Share”)
shall be an amount equal to the Total Costs of the Cultural Project less the State’s Share. The
current estimated Total Costs of the Cultural Project and the apportionment of such costs
between the Local Share and the State’s Share are set forth on Exhibit A.

The source of the Local Share by the Project Sponsor is set forth on Exhibit B. Notwithstanding
the foregoing, prior to the distribution of any State funds, the Executive Director shall, in her
sole discretion, review the projected amounts and sources of the Local Share to ensure that there
are sufficient funds to build the Cultural Project and fully fund the Cultural Project, as required
in the Resolution.

To the extent that any portion of the State’s Share is a reimbursement to the NURFC for costs of
the Cultural Project previously financed from the proceeds of bonds, notes or other obligations
the interest on which is exempt from federal income taxes, the NURFC covenants that it will use
that portion of the State’s Share 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 of the State’s Share from the
OCFC.

Section 3. Full Funding. The Project Sponsor acknowledges that “full funding” of the Cultural
Project occurs when it can demonstrate, to the satisfaction of the Executive Director of the
OCFC, in her sole discretion, that funds to pay for all hard and soft costs of the Cultural Project
have been Raised, as hereinafter defined. These costs include but are not limited to design,
construction, land acquisition, environmental assessment and remediation, exhibits, furniture,
fixtures, equipment, construction management and other professional service fees, legal fees,
marketing, start-up operations, operating endowments, utilities and other start-up costs,
insurance, performance or payment bonds, taxes and permits.

As used herein, “Raised” means the receipt of written pledges from credit-worthy entities,
written funding commitments from governmental entities and/or written guarantees and/or cash
receipts, or a combination of the foregoing.

ARTICLE III
REPAIRS AND PAYMENT OF COSTS

Section 1. Maintenance. The Project Sponsor agrees to maintain and keep the Facility in good
order and repair, ordinary wear and tear and damage by insured casualty excepted. If structural
or capital repairs or improvements to the Facility shall be required, whether as a result of
ordinary wear or tear or otherwise, the Project Sponsor shall promptly repair the same at its own
expense.

Section 2. General Building Services. The Project Sponsor shall provide all general building
services for the Facility. As used herein, “general building services” shall have the same
definition as set forth in the Act, including, but not limited to, general custodial care, security,

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maintenance, repair, painting, decoration, cleaning, utilities, fire safety, grounds and site
maintenance and upkeep, and plumbing.

Section 3. Taxes and Assessments. The Project Sponsor 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 Facility or the use of the
Facility, 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 4. Utilities. The Project Sponsor 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
Facility.

Section 5. Other Operating Expenses. The Project Sponsor 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 other operating expenses of the
Facility not otherwise described in Section 3 or 4 of this Article III.

ARTICLE IV
COMPENSATION AND EXPENSES

Section 1. Fees for Service. The Project Sponsor shall receive, as compensation for its services
under this CU Agreement, all of the sums the Project Sponsor is able to produce from the
management of the Facility in excess of the Operating Expenses, as hereinafter defined, of the
Facility. Such sums shall include charges for the use of the Facility, admission fees for persons
viewing exhibits or performances or attending functions at the Facility, and the sale of
concessions and incidentals.

Section 2. Operating Expenses. The Project Sponsor shall be solely responsible for, and shall
pay, any and all Operating Expenses of the Facility. As used herein, “Operating Expenses”
means all costs and expenses of operating the Facility, including without limitation, all expenses
of providing general building services, all wages, benefits and taxes due to or to be withheld
from the Facility’s employees, any taxes levied, assessed or imposed upon personal property
installed by the Project Sponsor in the Facility, all property and liability insurance required
hereby, all printing and promotional expenses, and all taxes, assessments and utilities described
in Sections 3 and 4 of Article III of this CU Agreement.

ARTICLE V
REPRESENTATIONS OF THE PARTIES

Section 1. OCFC Representations Regarding Facility. The Project Sponsor acknowledges that
the OCFC has not and does not make any representations or warranties to the Project Sponsor
regarding the Facility.

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Section 2. Use of Facility. The Project Sponsor represents and warrants that:

(a) it is and will continue to be (i) a 501(c)(3) organization exempt from taxation under
501(a) of the Internal Revenue Code of 1986, as amended, (ii) duly organized and validly
existing Ohio nonprofit corporation, (iii) in good standing with the Ohio Secretary of
State, and (iv) in compliance with the laws enforced by, and has made all required filings
with Charitable Law Section of the Attorney General’s Office of the State of Ohio;

(b) it will not use or occupy, or permit the use or occupation of, the Facility for other than the
lawful purposes described herein nor will it permit the Facility to be in violation of any
statutes, ordinances, laws, rules, regulations, order or notices, including any and all such
laws pertaining to the Americans with Disabilities Act or the Comprehensive
Environmental Response, Compensation and Liability Act, any so called “Superfund” or
“Superlien” law, the Toxic Substance Control Act, Ohio’s Air Pollution Control Statute,
Solid and Hazardous Wastes Statute, Water Pollution Control Statute, Petroleum
Underground Storage Statute, or any other federal, state, or local statute, law, ordinance,
code, rule, regulation, or order regulating or pertaining to contamination of the Facility by
any hazardous substances, hazardous wastes, industrial wastes, other wastes, and/or
petroleum, including but not limited to lead, asbestos, mold, radon, underground tanks,
transformers, and toxic substances or any material affecting the health, safety or welfare
of persons at the Facility (collectively, the “Laws”), of any governmental authority,
including without limitation, any political subdivision, department, division, commission,
agency or branch thereof, having jurisdiction over the Facility (collectively, the
“Governmental Authorities”);

(c) it will comply with, or cause compliance with, all Laws, now or hereafter in effect, of any
Governmental Authorities affecting the Facility, and will secure and maintain, or cause to
be secured and maintained, all licenses and permits required by any Governmental
Authorities for, the construction of the Cultural Project, or the use, maintenance, repair
and operation of the Facility;

(d) it will not use or occupy, or permit the use or occupation of, the Facility 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;

(e) it will not do or permit to be done any act or thing which might materially impair the
value of the Cultural Project or the continued character of the Facility as an Ohio cultural
facility, or commit or permit any material waste of the Cultural project or the Facility;

(f) it will comply with, or cause compliance with, all appropriate accounting and budgeting
procedures in accordance with generally accepted accounting principles, consistently
applied;

(g) it will take all legally required precautions for the safety of the Project Sponsor’s
employees at work and other persons in or about the Facility, be responsible for the
prevention of accidents in or about the Facility, and regularly emphasize to its employees

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and other persons the need for continual attention to accident prevention efforts and
strategies; and

(h) in addition to those obligations in (a) - (g) above it will use its best efforts to prevent
accident or injury to the Project Sponsor’s employees and other persons in or about the
Facility.

Section 3. Restrictions of Record. The Project Sponsor hereby represents and warrants that
there are not now, and there will not be, any restrictions of record with respect to the Facility or
the Cultural Project, including without limitation, any encumbrances, liens or other matters,
which would interfere with or otherwise impair the use of the Facility as an Ohio cultural facility
or the rights and obligations granted hereunder by the Project Sponsor to the OCFC. The Project
Sponsor represents that it is the fee simple owner of the premises on which the Facility is
located, as described in Exhibit C attached hereto, and that the only restrictions of record with
respect to the Facility or the Cultural Project are (a) any state of facts which an accurate survey
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 Facility, (c) all matters of record pertaining to the Facility including the items identified
on said Exhibit C and (d) an Open-End Mortgage, Security Agreement and Fixture Filing dated
as of April 1, 2003 between the Project Sponsor and JP Morgan Chase Bank, N.A. (as successor
to Bank One, N.A.).

Section 4. Business Plan. The Project Sponsor acknowledges that it has provided the OCFC a
business plan which may be part of the Project Detail Form, together with other documents
concerning the planning, funding and construction of the Cultural Project and the operation of
the Facility (collectively, the “Business Plan”). The Project Sponsor further warrants that
construction of the Cultural Project will be in accordance with the Business Plan, including the
costs of, and any changes to the scope of, the Cultural Project. The Project Sponsor agrees that it
will immediately advise the OCFC of any change in the construction of the Cultural Project from
that described in the Business Plan.

Section 5. Negative Pledge; Prohibition Against Disposition. The Project Sponsor shall not
assign, transfer, pledge or otherwise encumber all or any part of the Facility, including the
Cultural Project, with any mortgage, security interest or lien, nor shall the Project Sponsor
dispose of any part of the Facility, including the Cultural Project, without replacement or
substitution with improvements substantially similar to those State Improvements provided for
herein, without the prior written consent of the OCFC, which consent shall not be unreasonably
withheld.

ARTICLE VI
TERM

Section 1. Term. The term of this CU Agreement shall commence on the date hereof and,
unless otherwise terminated as provided in this CU Agreement, shall expire on the date upon
which all Bonds issued to finance or refinance the Cultural Project have been paid or defeased in
accordance with their terms.

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ARTICLE VII
TERMINATION

Section 1. Events of Default - Termination. The OCFC may, upon ten (10) days’ prior written
notice to the Project Sponsor, terminate this CU Agreement:

(a) if the Project Sponsor shall become insolvent, make a general assignment for the benefit
of creditors, be generally unable to pay its debts when they are due, or be a debtor in any
receivership proceeding or any other proceeding brought under the federal Bankruptcy
Act or similar act and not cause such proceeding to be terminated within thirty (30) days
following the commencement thereof;

(b) upon the determination by the OCFC in its sole discretion of any material inaccuracy in
any of the representations or a failure to abide with the warranties or covenants made by
the Project Sponsor in Article XII, or in Sections 2, 3 or 4 of Article V of this CU
Agreement;

(c) except as provided in subsections (a) or (b) above, upon failure by the Project Sponsor 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 a period of thirty (30) days after receipt of prior written notice of such failure;
provided, in the case of any failure referred to in this clause (c) which cannot with
diligence be cured within such thirty (30) day period, if the Project Sponsor shall
proceed promptly and continuously to cure the same with diligence, then upon receipt by
the OCFC of a certificate of the Project Sponsor stating the reason that such failure
cannot be cured within such time and stating that it is proceeding with diligence to cure
the default, the thirty (30) day time period shall be extended as may be reasonably
necessary to cure the default with due diligence.

Each of the foregoing is an “Event of Default.

Section 2. Remedies Upon Default. Whenever an Event of Default has occurred, the OCFC
may:

(a) terminate this CU Agreement upon no less than ten (10) days’ prior written notice; or

(b) take whatever action at law or in equity may appear necessary or desirable to enforce
performance and observance of any obligation, agreement or covenant of the Project
Sponsor.

Upon termination of this CU Agreement for any reason other than at the stated expiration of its
term, the Project Sponsor shall reimburse the OCFC the percentage of the principal amount of
the Facility Bonds used to pay the cost of the Cultural Project equal to the ratio of (x) the number
of months from the event triggering the reimbursement to the final scheduled maturity date of the
Facility Bonds to (y) the total number of months that the Bonds are scheduled to be outstanding.
Such reimbursement amount shall be calculated by the OPFC (the “Value of the State
Improvements”). The Value of the State Improvements as of the first day of each month is
shown on Exhibit D.

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The requirements to make payment to the OCFC as provided in this Section shall survive the
termination of this CU Agreement.

ARTICLE VIII
INSPECTION

Section 1. Inspection. The OCFC reserves the right to enter the Facility and inspect it at all
reasonable times for any purpose.

ARTICLE IX
EMPLOYEES

Section 1. Employment. The Project Sponsor shall select, employ, pay, supervise, direct and
discharge all employees it deems necessary for the management and operation of the Facility, in
such numbers, at such wages, and with such benefits as determined by the Project Sponsor in its
sole and reasonable judgment. In connection therewith, the Project Sponsor (a) shall deduct
from the compensation of such employees and keep a record of all withholding and other taxes,
contributions and deductions as are required by law or contract, (b) shall carry unemployment
compensation insurance and workers’ compensation insurance (including, when required by law,
employer’s liability insurance and compulsory non-occupational disability insurance) covering
employees in amounts sufficient to comply with all statutory benefits as required by the laws of
the State.

Section 2. Contracts. The Project Sponsor shall have the right and privilege to enter into
contracts with, and to utilize the services of, such independent contractors as the Project Sponsor
deems necessary for the management and operation of the Facility, upon such terms, provisions,
and conditions as the Project Sponsor deems appropriate in its sole and reasonable judgment. In
accordance with Section 4 of Article I hereof, the Project Sponsor shall not act on behalf of, or
bind, the OCFC, the OPFC, the Treasurer, or the State. This CU Agreement is not intended to
grant to the OCFC, the OPFC, the Treasurer, or the State the right to control the employees or
employment practices of the Project Sponsor.

Section 3. Non-Discrimination. During the term of this CU Agreement, the Project Sponsor
shall not discriminate in the hiring of employees or in entering into any contracts on the basis of
race, creed, color, sex, national origin or ancestry, or sexual orientation.

ARTICLE X
LIABILITY AND INDEMNIFICATION

Section 1. Indemnification. The Project Sponsor shall hold harmless and indemnify the OCFC,
the OBA, the OPFC, the Treasurer, and the State for any and all damages, costs, fees, penalties,
and expenses, of any nature whatsoever, incurred by the OCFC, the OBA, the OPFC, the
Treasurer, or the State resulting from any claim of any third party, including but not limited to
the following:

(a) any and all claims for damages to property, or personal injuries or death or other liability,
arising from the Project Sponsor’s, or its employees’, agents’, servants’, or contractors’
acts or omissions, whether negligent, reckless, intentional or otherwise (i) to any person

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or entity who contracts with the Project Sponsor, is invited to or attends any function at
the Facility, or visits the Facility for any purpose whatsoever, (ii) to any person or entity
the Project Sponsor licenses to use or causes to be licensed to use the Facility, or (iii) to
any other person or entity injured or damaged at the Facility;

(b) any and all claims relating to the Project Sponsor’s procedures for the selection of the
users of the Facility;

(c) any and all claims arising from the Project Sponsor’s or any user of the Facility’s
infringement or use of any patents, trademarks, service marks or copyrights relating to
any equipment, materials, methods, appliances or otherwise in connection with the
management, operation, occupation or use of the Facility in any manner whatsoever;

(d) any and all claims arising from any illegality of the content of any presentation by, or the
illegality of the use by, any person using the Facility;

(e) any and all claims for or relating to the Operating Expenses of the Facility;

(f) any and all claims of unlawful discrimination by the Project Sponsor or its employees,
agents, servants, or contractors;

(g) any and all claims arising from the failure of the Project Sponsor to comply with the
provisions of the Internal Revenue Code of 1986, as amended, (the “Code”) which
adversely affects (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;

(h) any and all claims resulting from construction costs and binding arbitration costs; or

(i) any and all claims, demands, judgments, administrative actions, enforcement actions and
lawsuits alleging environmental pollution, contamination, damage to property, personal
injury or death and/or violation of any environmental, health or safety law, regulation,
permit, order, decree or agreement resulting from, or attributable to, the actions or
omissions of the Project Sponsor, its employees, agents, subcontractors and suppliers.
The Project Sponsor’s obligation pursuant to this subsection (i) shall continue regardless
of whether such allegations are made before or after the expiration or termination of this
CU Agreement.

Section 2. Notice. Project Sponsor shall immediately notify the OCFC in writing of Project
Sponsor’s receipt of notification of a claim by any third party which would be subject to
indemnification hereunder and shall cooperate with the OCFC and/or its legal representative in
defending such claim.

Section 3. Provision Survives. Notwithstanding any other provision of this CU Agreement to


the contrary, the terms of this Article X shall survive the expiration or earlier termination of this
CU Agreement.

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ARTICLE XI
INSURANCE

Section 1. Coverage. Unless otherwise stated, the Project Sponsor shall maintain, or cause to be
maintained, at no cost or expense to the OCFC, the insurance identified in this Article XI.
Unless otherwise stated, such insurance shall remain in force at all times from the date hereof
through the term of this CU Agreement, with companies authorized to do business in Ohio with a
Best rating of at least A-.

The Project Sponsor shall provide that each policy names the OCFC, the OPFC, the Treasurer
and the State, as additional insureds and loss payees, as the case may be, as their interests may
appear. The Project Sponsor shall provide a waiver of subrogation in favor of the OCFC, the
OPFC, the Treasurer and the State.

The OCFC shall be given at least ten (10) days’ prior written notice of any proposed
modification, non-renewal or cancellation thereof and written notice of any submission of any
claim within fifteen (15) days thereof.

The Project Sponsor shall furnish the OCFC with certificates of insurance, evidence of payment
of premiums thereon, and any amendments and endorsements to such policies on an annual basis
and as the OCFC may reasonably request from time to time. Any insurance which may be
provided by the OCFC shall not be contributory, but shall be excess only after the Project
Sponsor’s insurance shall have been exhausted.

The Project Sponsor warrants that it will 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 XI. The Project Sponsor and the OCFC shall re-evaluate the adequacy of insurance
coverages set forth below no less often than every three (3) years and at such time as the annual
reports are required by Article XV hereof. The Project Sponsor shall pay the deductible under
any insurance policy required hereunder.

Section 2. Commercial General Liability Insurance (ISO 1997 or later occurrence form). The
Project Sponsor shall maintain, or cause to be maintained, commercial general liability insurance
to pay on behalf of the Project Sponsor claims for damages for “bodily injury,” “property
damage,” “personal injury” and “advertising injury” as defined in the insurance policy which
may arise out of, result from, or be incurred in connection with the Facility. The insurance
should include coverage for “personal injury” and “advertising injury” the Project Sponsor has
assumed in any contract or agreement.

The minimum coverage amount shall be no less than $1,000,000 per occurrence, $2,000,000
annual aggregate and $2,000,000 completed operation aggregate with a $15,000,000 umbrella
for the Facility.

Section 3. Special Form Property Insurance. The Project Sponsor shall maintain, or cause to be
maintained, special form property insurance to insure against “risks of direct physical loss”
caused by or resulting from “special” perils (including floods and earthquakes) on or about the

12
Facility belonging to the Project Sponsor, in an amount not less than the full replacement cost of
the Facility.

Section 4. Workers’ Compensation Insurance. The Project Sponsor shall comply with the
Workers’ Compensation Statute of the State of Ohio by purchasing the required insurance or by
being qualified by the Bureau of Workers’ Compensation to self insure this exposure. If self
insured, the Project Sponsor will purchase an excess compensation policy for no less than
$1,000,000 each accident and $1,000,000 each employee for disease.

Section 5. Employer’s Liability Insurance. The Project Sponsor shall maintain, or cause to be
maintained, employer’s liability insurance to cover “bodily injury” by accident or disease
including death at any time resulting from or sustained by any employee of the Project Sponsor
arising out of and in the course of his/her employment. The limits of insurance are to be
$1,000,000 each employee for “bodily injury” by accident or disease and $1,000,000 “bodily
injury” by accident or disease annual aggregate.

Section 6. Continuity of Insurance. The Project Sponsor shall ensure that the Facility is
continually insured in accordance with this CU Agreement and the CAF Agreement. If there is
any conflict in the provisions of such documents, the provisions of this CU Agreement shall
control.

ARTICLE XII
TAX COVENANTS

The Project Sponsor hereby represents and covenants as set forth in this Article XII.

Section 1. Arbitrage. The Project Sponsor will not invest or use the proceeds of the Facility
Bonds in any manner that would cause the Bonds to be “arbitrage bonds,” within the meaning of
Section 148 of the Code, and will perform all acts, including the payment of “rebate,” within the
meaning of Section 148(f) of the Code, necessary for the interest on the Bonds to be and to
remain excluded from gross income for federal income tax purposes under the Code.

Section 2. Actions Taken. The Project Sponsor covenants that it will take, or cause to be taken,
all actions that may be required of the Project Sponsor for the interest on the Bonds to be and
remain excluded from gross income for federal income tax purposes and from treatment as an
item of tax preference for purposes of the alternative minimum tax imposed on individuals and
corporations under the Code, and will not take, or permit to be taken, any actions which would
adversely affect such exclusion and such treatment.

ARTICLE XIII
EMINENT DOMAIN

Section 1. Substantial Taking. If all, or substantially all, of the Facility is 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 CU Agreement shall terminate on the date
of such taking, except with respect to the obligations of the Project Sponsor arising prior to the
termination date and any obligations that survive the termination of this CU Agreement.

13
For purposes of this Article XIII, the Project Sponsor shall determine in its sole discretion, after
consultation with the OCFC, if substantially all of the Facility is taken. The Project Sponsor
agrees for purposes of this CU Agreement that “substantially all” of the Facility is taken if it is
impractical or undesirable for the Project Sponsor to continue to use the remaining portion of the
Facility as an Ohio cultural facility.

Section 2. Temporary Taking. If all, or substantially all, of the Facility is taken for a temporary
time or in the event that less than substantially all of the Facility is taken, this CU Agreement
shall continue in full force and effect and the obligations of the Project Sponsor 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 Facility. Within sixty (60) 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 Project Sponsor, whichever occurs
first, the Project Sponsor shall provide written notice to the OCFC that (a) substantially all of the
Facility is to be taken, that this CU Agreement is to be terminated, and the date of such
termination, which will be no less than thirty (30) nor more than sixty (60) days from the date of
such notice, or (b) substantially all of the Facility is not taken and this CU Agreement shall
remain in full force and effect.

Section 4. Proceeds. 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 calculated pursuant to Article VII
hereof shall be paid to the OCFC; and

(b) second, the balance shall be paid to the Project Sponsor.

Notwithstanding the foregoing, if the amount the OCFC receives pursuant to Section 4(a) above
is less than the Value of the State Improvements, as of the termination date, the Project Sponsor
agrees to pay the OCFC the difference between the Value of State Improvements and the amount
received pursuant to Section 4(a) above. The Project Sponsor shall only be liable to pay the
difference from proceeds it receives pursuant to Section 4(b) above.

Should the condemning authority fail to expressly allocate the proceeds between the interests of
the OCFC and the interests of the Project Sponsor, as set forth above, the allocation shall be as
follows:

(a) first, an amount equal to the depreciated value of the State Improvements shall be
paid to the OCFC; and

(b) second, the balance shall be paid to the Project Sponsor.

14
Section 5. Provisions Survive. The provisions of this Article shall survive the expiration or
termination of this CU Agreement.

ARTICLE XIV
DAMAGE

Section 1. Damage. For purposes of this Section, the Project Sponsor shall determine in its sole
discretion, after consultation with the OCFC, if all or any part of the Facility is damaged, as
described below. If all or any part of the Facility shall be damaged by fire, flood, windstorm or
other casualty covered by insurance, the Project Sponsor, in its sole discretion, may repair or
restore the Facility as an Ohio cultural facility, with such changes as may be necessary or
desirable in the judgment of the Project Sponsor.

Within sixty (60) days of the date of such casualty, the Project Sponsor shall notify the OCFC
whether (a) it elects to repair or restore the Facility, provided it shall first provide evidence
satisfactory to the OCFC that sufficient funds are available for the contemplated restoration, or
(b) it elects to terminate this CU Agreement, and the date of termination, which shall be no less
than thirty (30) nor more than sixty (60) days from the date of the notice.

Section 2. Repair Schedule. If the Project Sponsor elects to repair or restore the Facility, the
Project Sponsor shall commence to repair the Facility no later than six (6) 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 Project Sponsor shall proceed with all dispatch
to complete the repair and restoration.

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

(a) if the Project Sponsor elects to repair or restore the Facility, first to the repair or
restoration of the Facility to the same quality and condition as existed prior to the
casualty, or with such modifications as Project Sponsor deems appropriate and,
second, in the event any proceeds remain after payment of such costs, the
remaining proceeds shall be distributed to the Project Sponsor; or

(b) if the Project Sponsor does not elect to repair or restore the Facility, 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 Project Sponsor.

Section 4. Repairs. If capital repairs or improvements to the Facility shall be required as a result
of ordinary wear or tear, the Project Sponsor shall promptly repair the same at the Project
Sponsor’s own costs.

ARTICLE XV
REPORTS

Section 1. Annual Reports. The Project Sponsor’s fiscal year end date is December 31. Unless
otherwise indicated, within four (4) months of the Project Sponsor’s fiscal year end date of each

15
fiscal year during the term of this CU Agreement, the Project Sponsor shall provide to the
OCFC:

(a) a written report, in such form and with such detail as the OCFC may reasonably request,
of the uses made of the Facility during the preceding fiscal year;

(b) a projected schedule of events and functions for the current fiscal year;

(c) a certification by an authorized officer of the Project Sponsor that the Project Sponsor
during the preceding fiscal year has taken and caused to be taken all actions that may be
required of it for the interest on the Bonds to be and to remain excluded from gross
income for federal income tax purposes under the Code and not to become an item of tax
preference directly subject to the alternative minimum tax imposed by Section 55 of the
Code;

(d) documents required pursuant to Article XI, Section 1 hereof.

Section 2. Recordkeeping. The Project Sponsor shall maintain current and accurate records and
accounts of all transactions pertaining to the management of the Facility, such records and
accounts to be maintained on an accrual basis in accordance with generally accepted accounting
principles consistently applied. The Project Sponsor shall retain all cancelled checks,
employment records, and records of disbursements with respect to the management of the
Facility for a minimum of seven (7) years. The OCFC shall have the right to inspect, copy, at its
own expense, and audit all such records, accounts and checks during all business hours. The
OCFC shall have the right, at the time of inspection or audit, to take temporary possession of all
such records and accounts, including but not limited to, cancelled checks and all records relating
to the compensation of the Project Sponsor’s officers, employees, agents, and servants.

Section 3. Emergency Procedure Manual. Prior to the opening of the Facility to the general
public, and no less than once every three (3) years thereafter, the Project Sponsor shall prepare
and submit to the OCFC for its approval an emergency procedures manual for use by the Project
Sponsor’s officers, employees, agents and servants in times of emergencies. Such manual shall
include, among other things, a designation of the person or persons who shall be in charge of the
Facility and the procedures to be followed under various listed emergencies identified by the
OCFC. If the OCFC does not approve the emergency procedures manual, the Project Sponsor
and the OCFC shall collaborate in the preparation of a new manual.

Section 4. Additional Reviews. Pursuant to Section 3383.03(C) of the Act, the OCFC may,
upon reasonable request from time to time, conduct reviews or inspections of the Facility to
determine whether the uses made thereof are consistent with the OCFC’s purposes, including the
presentation of culture to the public.

Section 5. Inquiries. The Project Sponsor shall promptly respond to inquiries, complaints and
requests from the OCFC, the OPFC, the Treasurer, or the State relating to the management of the
Facility.

16
ARTICLE XVI
ASSIGNMENT

This CU Agreement and any rights, duties or obligations described in this CU Agreement shall
not be assigned by the Project Sponsor without the prior written consent of the OCFC.

ARTICLE XVII
RECOGNITION/NOTICES

Section 1. Recognition. The Project Sponsor shall provide, or cause to be provided, recognition
of the State’s participation and/or funding on any of the following that exists or is produced: (a)
construction signage, (b) printed materials for groundbreaking and/or opening events, printed
materials acknowledging the contributors to the creation, rehabilitation or expansion of the
Facility, and (c) a plaque on the Facility or any temporary or permanent donors acknowledgment.

Further, the Project Sponsor shall invite the OCFC to any groundbreaking or opening events.
Further, the Project Sponsor shall give verbal recognition to the OCFC and at the OCFC’s
discretion, provide a speaking opportunity to a representative of the OCFC at any
groundbreaking or opening events.

The format and wording of the recognition of the State’s participation shall be approved in
advance by the Executive Director of the OCFC, in her sole discretion.

Section 2. Notices, Demands. All notices, demands, requests, consents, approvals and other
communications required or permitted to be given pursuant to the terms of this CU Agreement
shall be in writing and shall be deemed to have been properly given if hand delivered or sent by
U.S. registered or certified mail, postage prepaid.

(a) with respect to the OCFC:

Ohio Cultural Facilities Commission


20 East Broad Street, Suite 200
Columbus, Ohio 43215-3416
Attention: Executive Director

with additional copy sent to:

Attorney General State of Ohio


30 East Broad Street, 17th Floor
Columbus, Ohio 43215
Attention: Business Counsel Section

(b) with respect to the Project Sponsor:

The National Underground Railroad Freedom Center, Inc.


50 East Freedom Way
Cincinnati, Ohio 45202
Attention: President and Chief Executive Officer

17
The parties designated above shall each have the right from time to time to specify as their
respective address for purposes of this CU Agreement any other address upon the giving of
fifteen (15) days’ prior written notice thereof, as provided herein, to the other parties listed
above.

ARTICLE XVIII
ESCROW

Section 1. Escrow of Certain Costs. The Project Sponsor has placed in escrow with the
Commission in its Capital Donations Fund the sum of _$450,000_________________, being an
estimate of the costs for the Facility of six months of (a) real property taxes, (b) all utility
charges and (c) premiums for insurance required by Article X. Such funds may only be used by
the Commission to pay the cost incurred in providing alternate performance of the Project
Sponsor’s obligations to pay such costs. Escrow Funds in the Capital Donations Fund will be
held and invested by the Treasurer of the State in accordance with rules and regulations
governing that office, at no cost or expense to the Project Sponsor. Interest on the escrow funds
will accrue solely to the benefit of the Project Sponsor to be used in accordance with this Article.
To the extent moneys in the escrow account are not used for their intended purpose, the money
shall be returned to the Project Sponsor upon termination of this Cooperative Use Agreement.

ARTICLE XIX
AMENDMENTS

Section 1. Amendments. This CU Agreement may be amended by the OCFC and the Project
Sponsor. All amendments shall be in writing.

Section 2. Value of the State Improvements. If the OCFC finances additional State
Improvements to the Cultural Project, the OCFC and the Project Sponsor shall amend this CU
Agreement, particularly Exhibit D, to reflect the additional financing of State Improvements by
the OCFC and the Value of the State Improvements.

ARTICLE XX
INTERPRETATIVE PROVISIONS

Section 1. Separability. Each provision hereof shall be separate and independent and the breach
of any provision by either 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 CU Agreement (or the application of such invalid provision to
such persons, firms or corporations or circumstances other than those as to which it is invalid or
unenforceable), shall not be affected thereby, and said provisions 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 CU Agreement, 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.

18
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 subsequent
breach of the same, or any other term, covenant or condition herein contained.

Section 4. Binding Effect. All of the covenants, conditions and obligations contained in this CU
Agreement shall be binding upon and inure to the benefit of the respective permitted successors
and assigns of the OCFC and the Project Sponsor to the same extent as if each such successor
and assign were named as a party to this CU Agreement. This CU Agreement may not be
changed or discharged except by a writing signed by the parties hereto.

Section 5. Inconsistent Provisions. The OCFC and the Project Sponsor each acknowledge that,
if any prior written agreements exist between the Project Sponsor and the OCFC (the “Prior
Agreements”) for so long as the Prior Agreements remain in effect, the provisions of those Prior
Agreements shall control and prevail over any inconsistent provisions in this CU Agreement.
Notwithstanding the foregoing, nothing in the Prior Agreements shall be deemed to affect the
provisions of Article VI of this CU Agreement.

The Project Sponsor and OCFC each acknowledge, without limiting the foregoing
acknowledgment, the following Prior Agreements applicable to the Cultural Project:

• Second Amendment to Base Lease, dated June 1.

The Project Sponsor and the OCFC hereby terminate the Management Agreement, dated March
25, 2005, between the OCFC and the Project Sponsor.

Section 6. Execution in Counterparts. This CU Agreement 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 7. Governing Law. This CU Agreement shall be governed by and interpreted under the
laws of the State of Ohio, and any action or proceeding arising from this CU Agreement shall be
commenced in a court of competent jurisdiction located in Franklin County, Ohio.

Section 8. Captions. The captions of this CU Agreement are for convenience only and are not to
be construed as part of this CU Agreement and shall not be construed as defining or limiting in
any way the scope or intent of any provisions hereof.

Section 9. Time. Time is of the essence in this CU Agreement and all provisions herein relating
thereto shall be strictly construed.

19
IN WITNESS WHEREOF, the OCFC and the Project Sponsor have caused this CU Agreement
to be executed by their duly authorized representatives as of the day and year first above written.

Signed in the presence of:


THE NATIONAL UNDERGROUND
_______________________________ RAILROAD FREEDOM CENTER, INC.
Signature

_______________________________ By: ____________________________


Printed Name Don Murphy, President and
Chief Executive Officer
_______________________________
Signature

_______________________________
Printed Name

Signed in the presence of: STATE OF OHIO, ACTING BY AND


THROUGH THE OHIO CULTURAL
FACILITIES COMMISSION
_______________________________
Signature

_______________________________ By: ____________________________


Printed Name Kathleen M. Fox, Executive Director

_______________________________
Signature

_______________________________
Printed Name

Approved as to form:

______________, Ohio Attorney General


on attached approval form dated: __________________

20
EXHIBIT A

LOCAL MATCH, LOCAL SHARE, STATE SHARE, TOTAL COST

Local Match

Past Appropriations $12,650,000

Current Appropriation $2,000,000 Am. Sub. H. B. 699, 126th G.A.

Total $14,650,000

Match 50%

Match Required $7,325,000

Confirmed $4,500,000 City of Cincinnati

Confirmed $34,000,000 Private Contributions

Confirmed $12,000,000 Federal Grant

Total Confirmed $50,500,000

Local Share $103,094,000

State Share $ 14,650,000

Total Cost $117,744,000

21
EXHIBIT B

NATURE OF LOCAL SHARE

Funding Sources Confirmed Anticipated Total


State Funding $14,650,000 $14,650,000

Private Contributions $63,000,000 $63,000,000

City Government $6,000,000 $6,000,000

Federal Government $22,200,000 $22,200,000

Other State $244,000 $244,000

Programming Revenue $3,900,000 $3,900,000

Future Investment Income* $7,750,000 $7,750,000

Total $109,994,000 $7,750,000 $117,744,00

*Future investment income earnings were projected by management using a model


based on historical performance assuming 50 basis points (.5%) as the spread between
the variable borrowing cost on a tax exempt borrowings and a variable rate of return on
taxable investments. As of October 15, 2007 the net spread was 51 basis points.
Assuming 50 basis points, $7.75 million in future earnings is achieved prior to the end of
the new bond term.

The nature of local share is comprised of the following:

Private Contributions $ 63,000,000


City Government $ 6,000,000
Federal Government $ 22,200,000
Other State $ 244,000
Programming Revenue $ 3,900,000
Future Investment Income $ 7,750,000
Total Local Share $103,094,000

22
EXHIBIT C

PROPERTY DESCRIPTION
RESTRICTIONS, ENCUMBRANCES AND LIENS

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.

23
EXHIBIT D

VALUE OF STATE IMPROVEMENTS

2001 Bond 2003 Bond 2004 Bond 2006 Bond TOTAL


Proceeds Proceeds Proceeds Proceeds

6/1/2008 $ 1,437,075.96 $ 3,638,928.80 $ 2,650,420.17 $ 1,786,163.52 $ 9,512,588.45


7/1/2008 1,421,787.91 3,608,090.42 2,615,546.22 1,773,584.91 9,419,009.46
8/1/2008 1,406,499.87 3,577,252.04 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 2,510,924.37 1,735,849.06 9,138,272.50
11/1/2008 1,360,635.75 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
2/1/2009 1,314,771.62 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
6/1/2009 1,253,619.45 3,268,868.24 2,231,932.77 1,635,220.13 8,389,640.59
7/1/2009 1,238,331.41 3,238,029.87 2,197,058.82 1,622,641.51 8,296,061.61
8/1/2009 1,223,043.37 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 1,597,484.28 8,108,903.63
10/1/2009 1,192,467.28 3,145,514.73 2,092,436.97 1,584,905.66 8,015,324.64
11/1/2009 1,177,179.24 3,114,676.35 2,057,563.03 1,572,327.04 7,921,745.66
12/1/2009 1,161,891.20 3,083,837.97 2,022,689.08 1,559,748.43 7,828,166.67
1/1/2010 1,146,603.16 3,052,999.59 1,987,815.13 1,547,169.81 7,734,587.68
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
4/1/2010 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 7,360,271.73
6/1/2010 1,070,162.95 2,898,807.69 1,813,445.38 1,484,276.73 7,266,692.74
7/1/2010 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 2,775,454.17 1,673,949.58 1,433,962.26 6,892,376.79
11/1/2010 993,722.74 2,744,615.79 1,639,075.63 1,421,383.65 6,798,797.80
12/1/2010 978,434.69 2,713,777.41 1,604,201.68 1,408,805.03 6,705,218.82
1/1/2011 963,146.65 2,682,939.03 1,569,327.73 1,396,226.42 6,611,639.83
2/1/2011 947,858.61 2,652,100.65 1,534,453.78 1,383,647.80 6,518,060.84
3/1/2011 932,570.57 2,621,262.27 1,499,579.83 1,371,069.18 6,424,481.85
4/1/2011 917,282.53 2,590,423.89 1,464,705.88 1,358,490.57 6,330,902.87
5/1/2011 901,994.48 2,559,585.51 1,429,831.93 1,345,911.95 6,237,323.88
6/1/2011 886,706.44 2,528,747.13 1,394,957.98 1,333,333.33 6,143,744.89
7/1/2011 871,418.40 2,497,908.75 1,360,084.03 1,320,754.72 6,050,165.90
8/1/2011 856,130.36 2,467,070.37 1,325,210.08 1,308,176.10 5,956,586.91
9/1/2011 840,842.31 2,436,231.99 1,290,336.13 1,295,597.48 5,863,007.93
10/1/2011 825,554.27 2,405,393.61 1,255,462.18 1,283,018.87 5,769,428.94
11/1/2011 810,266.23 2,374,555.23 1,220,588.24 1,270,440.25 5,675,849.95

24
2001 Bond 2003 Bond 2004 Bond 2006 Bond TOTAL
Proceeds Proceeds Proceeds Proceeds
12/1/2011 794,978.19 2,343,716.85 1,185,714.29 1,257,861.64 5,582,270.96
1/1/2012 779,690.15 2,312,878.48 1,150,840.34 1,245,283.02 5,488,691.98
2/1/2012 764,402.10 2,282,040.10 1,115,966.39 1,232,704.40 5,395,112.99
3/1/2012 749,114.06 2,251,201.72 1,081,092.44 1,220,125.79 5,301,534.00
4/1/2012 733,826.02 2,220,363.34 1,046,218.49 1,207,547.17 5,207,955.01
5/1/2012 718,537.98 2,189,524.96 1,011,344.54 1,194,968.55 5,114,376.03
6/1/2012 703,249.94 2,158,686.58 976,470.59 1,182,389.94 5,020,797.04
7/1/2012 687,961.89 2,127,848.20 941,596.64 1,169,811.32 4,927,218.05
8/1/2012 672,673.85 2,097,009.82 906,722.69 1,157,232.70 4,833,639.06
9/1/2012 657,385.81 2,066,171.44 871,848.74 1,144,654.09 4,740,060.07
10/1/2012 642,097.77 2,035,333.06 836,974.79 1,132,075.47 4,646,481.09
11/1/2012 626,809.73 2,004,494.68 802,100.84 1,119,496.86 4,552,902.10
12/1/2012 611,521.68 1,973,656.30 767,226.89 1,106,918.24 4,459,323.11
1/1/2013 596,233.64 1,942,817.92 732,352.94 1,094,339.62 4,365,744.12
2/1/2013 580,945.60 1,911,979.54 697,478.99 1,081,761.01 4,272,165.14
3/1/2013 565,657.56 1,881,141.16 662,605.04 1,069,182.39 4,178,586.15
4/1/2013 550,369.52 1,850,302.78 627,731.09 1,056,603.77 4,085,007.16
5/1/2013 535,081.47 1,819,464.40 592,857.14 1,044,025.16 3,991,428.17
6/1/2013 519,793.43 1,788,626.02 557,983.19 1,031,446.54 3,897,849.19
7/1/2013 504,505.39 1,757,787.64 523,109.24 1,018,867.92 3,804,270.20
8/1/2013 489,217.35 1,726,949.26 488,235.29 1,006,289.31 3,710,691.21
9/1/2013 473,929.30 1,696,110.88 453,361.34 993,710.69 3,617,112.22
10/1/2013 458,641.26 1,665,272.50 418,487.39 981,132.08 3,523,533.24
11/1/2013 443,353.22 1,634,434.12 383,613.45 968,553.46 3,429,954.25
12/1/2013 428,065.18 1,603,595.74 348,739.50 955,974.84 3,336,375.26
1/1/2014 412,777.14 1,572,757.36 313,865.55 943,396.23 3,242,796.27
2/1/2014 397,489.09 1,541,918.98 278,991.60 930,817.61 3,149,217.28
3/1/2014 382,201.05 1,511,080.60 244,117.65 918,238.99 3,055,638.30
4/1/2014 366,913.01 1,480,242.22 209,243.70 905,660.38 2,962,059.31
5/1/2014 351,624.97 1,449,403.84 174,369.75 893,081.76 2,868,480.32
6/1/2014 336,336.93 1,418,565.46 139,495.80 880,503.14 2,774,901.33
7/1/2014 321,048.88 1,387,727.09 104,621.85 867,924.53 2,681,322.35
8/1/2014 305,760.84 1,356,888.71 69,747.90 855,345.91 2,587,743.36
9/1/2014 290,472.80 1,326,050.33 34,873.95 842,767.30 2,494,164.37
10/1/2014 275,184.76 1,295,211.95 830,188.68 2,400,585.38
11/1/2014 259,896.72 1,264,373.57 817,610.06 2,341,880.34
12/1/2014 244,608.67 1,233,535.19 805,031.45 2,283,175.31
1/1/2015 229,320.63 1,202,696.81 792,452.83 2,224,470.27
2/1/2015 214,032.59 1,171,858.43 779,874.21 2,165,765.23
3/1/2015 198,744.55 1,141,020.05 767,295.60 2,107,060.19
4/1/2015 183,456.51 1,110,181.67 754,716.98 2,048,355.15
5/1/2015 168,168.46 1,079,343.29 742,138.36 1,989,650.12
6/1/2015 152,880.42 1,048,504.91 729,559.75 1,930,945.08
7/1/2015 137,592.38 1,017,666.53 716,981.13 1,872,240.04
8/1/2015 122,304.34 986,828.15 704,402.52 1,813,535.00
9/1/2015 107,016.29 955,989.77 691,823.90 1,754,829.96
10/1/2015 91,728.25 925,151.39 679,245.28 1,696,124.93
11/1/2015 76,440.21 894,313.01 666,666.67 1,637,419.89

25
2001 Bond 2003 Bond 2004 Bond 2006 Bond TOTAL
Proceeds Proceeds Proceeds Proceeds
12/1/2015 61,152.17 863,474.63 654,088.05 1,578,714.85
1/1/2016 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
4/1/2016 740,121.11 603,773.58 1,343,894.70
5/1/2016 709,282.73 591,194.97 1,300,477.70
6/1/2016 678,444.35 578,616.35 1,257,060.70
7/1/2016 647,605.97 566,037.74 1,213,643.71
8/1/2016 616,767.59 553,459.12 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
1/1/2017 462,575.70 490,566.04 953,141.73
2/1/2017 431,737.32 477,987.42 909,724.74
3/1/2017 400,898.94 465,408.81 866,307.74
4/1/2017 370,060.56 452,830.19 822,890.74
5/1/2017 339,222.18 440,251.57 779,473.75
6/1/2017 308,383.80 427,672.96 736,056.75
7/1/2017 277,545.42 415,094.34 692,639.76
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 185,030.28 377,358.49 562,388.77
11/1/2017 154,191.90 364,779.87 518,971.77
12/1/2017 123,353.52 352,201.26 475,554.78
1/1/2018 92,515.14 339,622.64 432,137.78
2/1/2018 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
5/1/2018 289,308.18 289,308.18
6/1/2018 276,729.56 276,729.56
7/1/2018 264,150.94 264,150.94
8/1/2018 251,572.33 251,572.33
9/1/2018 238,993.71 238,993.71
10/1/2018 226,415.09 226,415.09
11/1/2018 213,836.48 213,836.48
12/1/2018 201,257.86 201,257.86
1/1/2019 188,679.25 188,679.25
2/1/2019 176,100.63 176,100.63
3/1/2019 163,522.01 163,522.01
4/1/2019 150,943.40 150,943.40
5/1/2019 138,364.78 138,364.78
6/1/2019 125,786.16 125,786.16
7/1/2019 113,207.55 113,207.55
8/1/2019 100,628.93 100,628.93
9/1/2019 88,050.31 88,050.31
10/1/2019 75,471.70 75,471.70
11/1/2019 62,893.08 62,893.08

26
2001 Bond 2003 Bond 2004 Bond 2006 Bond TOTAL
Proceeds Proceeds Proceeds Proceeds
12/1/2019 50,314.47 50,314.47
1/1/2020 37,735.85 37,735.85
2/1/2020 25,157.23 25,157.23
3/1/2020 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

27