‘NATIONAL UNDERGROUND RAILROAD FREEDOM CENTER, INC. 312 Elm Steet Suite 1250 Cincinnati, Ohio 45202 April 15, 2003 ‘Ohio Arts & Sports Facilities Commission 20 East Broad Street, Suite 200 Columbus, Ohio 43215-3416 Attention: Kathleen M. Fox, Executive Director Re: Arts Facility Construction Administration and Funding Agreement and Base aa eee Dear Kathy: ‘The purpose of this letter isto clarify a point in each of the Arts Facility Construction ‘Adainistation and Funding Agreement ("CAF Agreement”) and the Base Lease (“Base Lease”) between the Ohio Arts and Sports Facilities Commission (“OASFC”) and the National Underground Railroad Freedom Center, Inc, (‘Freedom Center"), Carol Zelizer suggested to Stove Griffith that we clarify these points in a Jeter such as this, In Article II, Section 1 of the CAF Agreement, the Freedom Center lists the various items that currently encumber the interest of the Freedom Center in the Arts Project and agrees that no other matters will encumber the Arts Project. As you know, a mortgage (the “Mortgage”) in favor of Bank One, N.A., on behalf of itself and as Agent for the other LOC Banks (“Bank One”), will encumber the Arts Project. OASFC has agreed that such Mortgage may encumber the Arts Project provided that Bank One subordinates the lien of such Mortgage to the Base ‘Lease in a Subordination Agreement acceptable to OASFC. Atticle V, Section 4 of the Base Lease probibits the granting of a mortgage eucumbering, the Arts Project without OASFC’s consent. We understand that OASFC has consented to the ‘Mortgage encumbering the Arts Project provided that Bank One executes the Subordination Agreement acceptable to OASEC. If the foregoing accurately reflects the understanding of the OASFC, kindly sign a duplicate counterpart of this leter in the space provided below and return it to me. 00/2008) TIVNNIONID EWS sozotece& —v0:9T o/s /¥0Ohio Arts & Sports Facilities Commission April 15, 2003 Page2 ‘Thank you for your attention to this matter, ‘The Ohio Arts and Sports Facilities Commission confirms that its understanding is as set forth in the foregoing letter. HASMGWUFCARTSFUDAGRLTR2DOC ¢00/c00 a LIVANIONIO HSL SOZOTRCEM = FO:ST COST /IO