RESOLUTION NO. MPEA 14-06 THE THIRD AMENDMENT TO THE LEASE AGREEMENT BETWEEN THE METROPOLITAN PIER and EXPOSITION AUTHORITY AND NPI, INC. WHEREAS, the Metropolitan Pier and Exposition Authority (the ?Authority? or and Navy Pier, Inc. (hereinafter collectively referred to as ?the Parties?) previously entered into a Lease Agreement dated April 26, 2011, with a Lease Commencement Date effective as of July 1, 2011, as amended on May 20, 2011 by the ?First Amendment? and on July 20, 2011 by the ?Second Amendment?, related to properties commenly known as Navy Pier and Gateway Park, as more completely described therein (collectively and as amended referred to herein as the ?2011 Lease Agreement?); and, WHEREAS, Section 5.6 of the 2011 Lease Agreement provides as follows regarding the Capital Improvement Account: 5.6 Capital Improvement Account. On or before the Lease Commencement Date, the AUTHORITY shall deposit a mutually agreed upon amount into an account established by LESSEE for the sole and exclusive bene?t, and under the sole and exclusive control, of LESSEE, to be used for the implementation of the Approved Operations, including deferred maintenance and capital improvements, and for other rights of LESSEE set forth herein (the ?Capital Improvements Account); and WHEREAS, Resolutions adopted by the governing Boards of the Parties on June 30, 2011 provide that ?the determination of the mutually agreed amount and deposit of funds into the Capital Improvement Account as provided in Section 5.6 of the 2011 Lease Agreement shall be made during the month of July, 2011?; and WHEREAS, Resolution No. MPEA ll-lO dated July 20, 2011, determined deposit amounts and procedures for deposit of ?mds by MPEA to the NPI Capital Improvement Account pursuant to Section 5.6 of the Lease Agreement; and WHEREAS, Resolution No. MPEA 11-10 authorized an Initial Capital Improvement Account Deposit of sixty million dollars ($60,000,000) and stipulated that the total Capital Improvement Account Deposit could not be more than seventy ?ve million dollars and WHEREAS, MPEA has heretofore deposited the sum of sixty million dollars ($60,000,000) into the Capital Improvement Account pursuant to the procedures set forth in Resolution No. MPEA 11-10; and WHEREAS, the Parties wish to provide for additional funding of the Capital Improvement Account to allow for construction of various improvements to Navy Pier as part of its Centennial Vision Plan, which Plan was approved by the MPEA Board on June 30, 2011; and WHEREAS, the parties wish to amend the 2011 Lease Agreement to de?ne the Parties? respective obligations concerning the use of monies that are transferred to the NPI Capital Improvement Account for capital and infrastructure improvements undertaken by NPI: NOW THEREFORE, BE IT RESOLVED by the Board of the Metropolitan Pier and Exposition Authority as follows: 1. The Authority has undertaken two major capital development projects, an event center and a new 1,200 room convention headquarters hotel. As part of said expansion, the City of Chicago (the ?City?) intends to provide the Authority with up to ?fty-?ve million dollars ($55,000,000) in Tax Increment Financing to reimburse the Authority for certain redevelopment costs related to the development of the headquarters hotel. Upon receipt of said funds from the City, the Authority is hereby authorized to deposit up to $55,000,000 to the NPI Capital Improvement Account, subject to the following conditions: a. In the event that the City do es not reimburse the Authority for redevelopment costs in connection with the headquarters hotel, there is no obligation on the part of the Authority to transfer any funds to the Capital Improvements Account. b. The Authority is only authorized to make deposits to the Capital Improvements Account in amounts that correspond to the reimbursements paid to the Authority by the City. 0. Prior to any transfer of funds, the CEO will certify to the Board that the City has provided the funds to the Authority and that there are suf?cient funds available for disbursement. Within ten (10) business days of such certi?cation, the Authority will deposit the certi?ed amount into the Capital Improvements Account. 2. In the event the MPEA Board determines that, as a result of a material change in the Authority?s ?nancial condition, any payments under sub?paragraph 1 above, in whole or in part, would unduly impair the ?nancial condition of the Authority, it may withhold or delay payment of some or all of such funds until such time, if ever, it determines such payment will not cause such impairment. 3. A11 Capital Improvement Account Deposits shall be subject to the terms and conditions of the 2011 Lease Agreement, as amended, including the Third Amendment. In addition, and without limitation to the foregoing: a. This resolution supersedes all prior resolutions determining the total amounts that the Authority is authorized to deposit into the Capital Improvement Account and rescinds any prior authorization granted to the MPEA to make any deposits outstanding under Resolution No. MPEA 11-10. b. The Authority may require such certi?cation, covenants and assurances as reasonably necessary, appropriate, and in compliance with applicable Authority bond indentures and other applicable rules and regulations, to preserve the tax exempt nature of the Tax Exempt Bonds and to protect the Authority?s ongoing ability to issue tax exempt bonds. c. The amounts contributed by the Authority shall be used for amounts properly chargeable to the capital account under general federal income tax principles. (1. NFL Inc. shall provide the Authority with the documentation and information outlined in the Third Amendment to the Lease. IN WITNESS WHEREOF, this Resolution was approved by the MPEA Board this day 23rd day oprril, 2014 APPROVED: .- . MPEA/Chair?lan of fhe Board y' CORPORATE SEAL ATTEST: Wwyd/ MPEA Secretary/Treasurer