Apr 18 03 Lo: Freedom Center 513 241 7131 p.2 & National Underground Railroad Freedom Center April 15, 2003 Kathleen M. Fox Executive Director Ohio Arts & Sports Facilities Commission 20 East Broad Street, Suite 200 Columbus, Ohio 43215-3416 Re: Base Lease Dear Kathy: ‘The purpose of this letter is to supplement the Base Lease (“Base Lease”) between the Ohio Arts and Sports Facilities Commission (“OASFC”) and the National Underground Railroad Freedom Center, Ine. (“Freedom Center”). As you may know, Article XIV, Section 1 of the Base Lease requires that before the Freedom Center finances the Arts Project identified in the Base Lease through issuance of local bonds, a letter of credit or otherwise, the OASFC must approve such financing. In that connection, we have had forwarded to you for your information drafts of the following documents: (a) _ That certain Trust Indenture (the “Trust Indenture") between the Port of Greater Cincinnati Development Authority (the “Authority") and Bank One, N.A, Trustee (the “Trustee") dated as of April 1, 2003; (b) That certain Loan Agreement (the “Loan Agreement”) between the Authority and the Freedom Center dated as of April 1, 2003; (©) That certain Promissory Note (the “Note”) in the principal amount of $50,000,000 executed by the Freedom Center in favor of the Authority dated April 15, 2003; (@) That certain Letter of Credit (the “Bank One Letter of Credit”) in the stated amount of $30,291,667 issued by Bank One, N,A., a national banking association (“Bank One") to Trustee: (e) That certain Letter of Credit (the “Fifth Third Letter of Credit”) in the stated amount of $10,097,223 issued by the Fifth Third Bank, an Ohio banking corporation (“Fifth ‘Third”) to Trustee; (2 That certain Letter of Credit (the “U.S. Bank Letter of Credit”) in the stated amount of $5,048,612 issued by U.S. Bank National Association, a national banking association CUS. Bank”) to Trustee; 1312 Elm Street « 12th Floor « Gincinnath, OH 45202 » (513) 412-6909 « {- 877-548-4838 + eww.undergroundrailrefpr 15 09 10:S1a Freedom Center 519 241 7191 Ohio Arts & Sports Facilities Commission April 15, 2003 Page 2 (a) That certain Letter of Credit (the “LaSalle Letter of Credit") in the stated amount of $5,048,612 issued by LaSalle Bank, National Association, a national banking association ("LaSalle") to Trustee; (ph) That certain Reimbursement Agreement (the “Reimbursement Agreement") among Bank One as Agent, Bank One in its individual capacity, Fifth Third, U.S, Bank, LaSalle and the Freedom Center dated as of April 1, 2003; (i) That certain Open-End Mortgage, Security Agreement and Fixture Filing (the “Mortgage”) executed by the Freedom Center in favor of Bank One, as Agent (“Agent”) for the benefit of Bank One, Fifth Third, U.S. Bank and LaSalle (collectively, the “Banks” or the “Credit Group”); @__— Remarketing Agreement (“Remarketing Agreement”) among the Authority, the Freedom Center and Bank One Capital Markets, Inc. (“Remarketing Agent”) dated as of April 1, 2003; (k) Tax Regulatory Agreement (“Tax Regulatory Agreement") among the Authority, the Borrower and the Trustee; (Offering Circular (“Offering Circular”); and (m) Bond Purchase Agreement ("Bond Purchase Agreement") among the Authority, the Freedom Center and Remarketing Agent. The Freedom Center understands that the OASFC has approved the financing that the Freedom Center proposes to obtain by executing and delivering such documents. The Tax Regulatory Agreement requires that the Project may not be sold or otherwise transferred to, and may not be used by, an entity that is not either (a) a governmental entity or (b) cone that is not exempt from tax under Section 501 (c) (3) of the Internal Revenue Code. The OASFC agrees on behalf of itself and its successors and assigns under the Base Lease and all those claiming an interest in the Project under the Base Lease that the OASFC will not so sell, transfer or otherwise use the Project contrary to such provisions of the Tax Regulatory ‘Agreement restricting sale or use of the Project. OASFC shall bave no liability, however, if the Freedom Center fails to perform its obligations under the Tax Regulatory Agreement for any reason other than the failure of the OASFC to perform its obligations under the preceding sentence. If the foregoing accurately reflects the approval and agreement of the OASFC, kindly sign a duplicate counterpart of this letter in the space provided below and return it to me.Apr 15 03 10:31a Freedom Center 519 241 7131 Ohio Arts & Sports Facilities Commission April 15, 2003 Page 3 Thank you for your attention to this matter. Very truly yours, R-Bbckelman President of Finance and fmiinistration/Chief Financial Officer and Chief Operating Officer The Ohio Arts and Sports Facilities Commission confirms that it has approved the documents and agreed as set forth in the foregoing letter. OHIO ARTS AND FACILITIES COI 3SMOUFOARTSFUDAGRLTRS.DOC