‘SUBORDINATION AGREEMENT This Subordination Agreement ("Agreement’) is entered into this {7/4 day of 1¢ _, adf’3by and among Bank One, NA, as trustee under the Trust Indenture and as ‘assignee ofthe Issuer's rights under the Loan Agreement, excluding the Issuer's Unassigned Rights (as defined in the Trust Indenture) (the “Trustes"), Bank One, NA, as agent on behalf of the LOC Banks ("Agent"), the National Underground Rallroad Freedom Center, Inc. (the “Freedom Center’) and the Ohio Arts and Sports Facilities Commission (the “Commission"). Capitalized words and terms not otherwise defined herein shall have the same meaning as such words defined in the Lease (as hereinafter defined). WHEREAS, the Freedom Canter wishes to construct the facility, being a museum and educational center (the *Facility’); WHEREAS, the Freedom Center wishes to design, fabricate and install exhibits for the Project (the “Project"); WHEREAS, the estimated costs of construction of the Project is approximately $15.0 milion; WHEREAS, in order to pay for the costs of construction of the Facility and the Project, () the Port of Greater Cincinnati Development Authority (“Issuer”) has or will issue its bonds in the amount of $50 million (the “Issuer Bonds") and has or will loan the proceeds thereof to the Freedom Center pursuant to a Loan Agreement dated as of April 1, 2003 (the “Loan Agreement’), (i) the General Assembly of the State of Ohio has appropriated $8.5 million for, and the Commission will provide that such funds be used to pay, costs of the Project, and (ii) other funding sources are expected to be used fo pay the remaining costs of construction of the Project and Facility; WHEREAS, to secure the repayment of the Issuer Bonds, the Issuer and the Trustee have entered or will enter into a Trust Indenture dated as of April 1, 2003 (the "Trust Indenture") and Bank One, NA together with additional banks (Bank One, NA together with such other banks hereinafter referred to collectively as the “LOC Banks") have or will issue {etters of credit for the benefit of the Trustee and the holders of the Issuer Bonds in the initial ‘aggregate stated amount of approximately $50,500,000 (collectively, the "Letters of Credit’) WHEREAS, the Agent, LOC Banks and the Freedom Center have entered or will enter into a Reimbursement Agreement dated as of April 1, 2003 ("Reimbursement Agreement") pursuant to which the Freedom Center will reimburse the LOC Banks for various draws made under the Letters of Credit; WHEREAS, the Agent and the Freedom Center have entered or will enter into an Open-End Mortgage, Security Agreement and Fixture Filing dated as of April 1, 2003 (the "Mortgage" pursuant to which the Freedom Center will grant to Agent a first morigage in the Facility and a security interest in the related assets as security for the Freedom Center's obligations under the Reimbursement Agreement; WHEREAS, the Ohio Building Authority (the “OBA") has issued State bonds (the “State Bonds’), a portion of which will be used to provide funds for construction of the Project;WHEREAS, to use the proceeds of the State Bonds, the Commission must have a sufficient real property interest in the Facility and therefore has entered into a Base Lease with the Freedom Center (the “Lease”) dated as of March ZS , 2003 pursuant to which the Commission leases the Facility from the Freedom Center; WHEREAS, the Commission has entered into a Management Agreement with the Freedom Center dated as of March 25, 2003 (the "Management Agreement’) pursuant to which the Freedom Center will manage and operate the Facllity as a museum and educational center to be known as the National Underground Rallroad Freedom Center; WHEREAS, the Commission has entered into an Arts Facility Construction ‘Administration and Funding Agreement dated as of March ZS , 2003 (the "CAF Agreement") pursuant to which the Freedom Center will construct the Facility and Project; WHEREAS, there are additional conditions on the use of State Bond funds which must be met by all parties to the transaction; and NOW, THEREFORE, in consideration of the promises and covenants contained herein, the parties agree as follows: 1. Subordination. The Agent (on behaff of itself and each of the LOC Banks) and ‘Trustee hereby agree that, unless the Commission is in default under the Lease, (a) the Agent, LOC Banks and Trustee may take no action or exercise any remedies under the Reimbursement Agreement, the Morigage, the Trust Indenture or the Loan Agreement, respectively, which would limit or restrict the Commission's right to possession of the Facility under the Lease and (b) in the event of the sale of the Facility pursuant to a judgment of any court of competent jurisdiction, or otherwise, the Lease shall take priority over the rights of any purchaser at such sale. 2. Ohio Arts Facility. The parties hereto each agree that, unless the Commission is in default under the Lease, the Trustee, the Agent, the LOC Banks and the Freedom Center shall take no action or exercise any remedy at law or in equity which would hinder, impair or ‘otherwise interfere with, in any way, the ability of the Commission to operate, or cause to be ‘operated, the Facility as an *Ohio arts facility" (within the meaning of Section 3383.01(K) of the ‘Ohio Revised Code) during the term of the Lease. 3. State Bonds, (@) _ Each of the Trustee and Freedom Genter agrees that it shall not take any action, or fail to take any action which is required, which would negatively affect the validity of the State Bonds or the tax-exempt status of the interest thereon under federal tax law. (b) The Agent (on behalf of itself and each of the LOC Banks) agrees that it shall not take any action which would, based upon any law enacted (or change in interpretation of existing law) after the date of this Agreement (the parties hereby acknowledging that under ‘existing laws and the interpretation thereof, there are no existing limitations on the Agent or the LOC Banks), negatively affect the validity of the State Bonds or the tax-exempt status of the interest thereon under federal tax law. 4. Insurance/Condemnation Proceeds. If either “substantially all” of the Premises are taken under eminent domain proceedings as described in Article VI, Section 1 of the Subordination agreemenvshared (sVcarl zelze4-20-02 2Lease or if all or “substantially all” of the Premises are damaged by fire, flood, windstorm or other casualty covered by insurance and the Freedom Center does not elect to repair or restore the Premises as provided in Article VIII, Section 3 of the Lease, then the parties hereto agree that (1) the Lease shall terminate and (2) any proceeds from such eminent domain proceeding or insurance shall first be applied to the payment of the Commission of an amount equal to the Value of the Lessee Improvements (as described and calculated in accordance with Article VII, Section 4 of the Lease). The Freedom Center acknowledges and agrees that any determination to rebuild or restore the Premises in the event of a casualty shall be subject to the consent of the LOC Banks as provided in the Reimbursement Agreement and related documents. 5. Termination of Lease. The Commission and the Freedom Center agree that the Freedom Centar may terminate the Lease upon compliance with the following conditions: (@) _ the Freedom Center has reimbursed the Commission the Value of the Lessee Improvements; (b) the Freedom Center has provided the Commission and the OBA an opinion of nationally recognized bond counsel that termination of the Lease will not adversely affect the validity of the State Bonds or the tax-exempt status of interest on the State Bonds; and (c) _ there has been a determination by the Commission that it is no longer necessary for the Commission to maintain a real property interest in the Facility and that it is in best interest of the Commission to terminate the Lease. 6. Consentto Lease. The Trustee and the Agent (on behalf of itself and each of the LOC Banks) hereby agree to the lease of the Facility from the Freedom Center to the Commission and the Trustee, the Agent (on behalf of itself and each of the LOC Banks) and the Freedom Center hereby agree to the lease from the Commission to the OBA and the sublease from the OBA back to the Commission. 7. Conflict. Each of the Agent (on behalf of itself and each of the LOC Banks), LOC Banks and Freedom Center hereby agree that, except as otherwise provided in this ‘Agreement, in the event of any conflict between the Reimbursement Agreement, Morigage and related documents, on one hand, and the Lease, the Management Agreement and the CAF ‘Agreement, on the other hand, the provisions of the Lease, the Management Agreement and the CAF Agreement shall control, The Freedom Center acknowledges and agrees that, if any covenant or requirement set forth in the Reimbursement Agreement, Mortgage or related documents is more stringent or onerous requirement than a comparable covenant or requirement sel forth in the Lease, the Management Agreement or CAF Agreement, nothing in this Section 7 shall be construed to permit the noncompliance by the Freedom Genter with ‘such covenant or requirement. 8 Commission Rights. Except for the Commission's leasehold interest in the Facllty, ownership rights in the Lessee Improvements and the letter of credit provided to the Commission as security for certain payments under the Management Agreement, the Commission agrees that (1) any security interest, lien or right of the Commission in or to any and all assets (including without limitation, any monies, funds, accounts or receivables) of the Freedom Center, whether now existing or hereafter arising under the Lease, Management ‘Agreement or as a judgment creditor or otherwise, shall be junior and subordinate to any and ‘Subordination agreamentshared (syearo zezer4-20-02 3all encumbrances, liens, judgments or claims of the Agent and the LOC Banks against the Freedom Center or its assets and (2) it will not take any action that will impede, interfere with, restrict or restrain the exercise by the Agent and/or the LOC Banks of rights and remedies under the Reimbursement Agreement and the related documents. Notwithstanding the foregoing, the Agent (on behalf of itself and each of the LOC Banks) acknowledges and agrees that the Commission shall be permitted to seek any and all recourse (including any judgment lien) against the Facility and the Project and (1) in the event of any sale or foreclosure of the Facilty by the Commission, the proceeds thereof shall be applied first to the reimbursement of the Commission of either (A) prior to the completion of the Facility and the Project, the amount ‘of funds expended by the Commission as provided in Asticle IX, Section 3 of the CAF ‘Agreement, or (B) thereafter, the Value of the Lessee Improvements, and in either event, the Lease shall be terminated as provided in Section 4 hereof and the Lease; and (2) in the event of any sale or foreclosure of the facilty by the Agent, the Commission may at its option, upon ‘satisfaction of such conditions of termination of the Lease as it determines are necessary and appropriate, including without limitation, those conditions set forth in Article X, Section 3 of the Lease, elect to terminate the Lease and receive proceeds from the foreclosure or sale of the Facility as provided in clauses (A) and (B) of clause (1) above. 9. Successor Manager. In the event the Commission terminates the Management Agreement or otherwise replaces the Freedom Center as the manager of the Facility, the Commission will consult with the Agent in good faith to mutually agree upon a successor manager for the operation of the Facility as an "Ohio arts facility,” provided however, if no such agreement can be reached, such qualified manager shall be selected by the Commission. 10. Representations of the Agent. The Agent (on behalf of itself and each of the LOC Banks) hereby represents and warrants to the benefit of the Commission that (1) the Lease constitutes a "permitted lien" as defined in the Reimbursement Agreement and (2) it has all necessary power and authority to enter into this Agreement for itself and on behaff of this, LOC Banks and each of the LOC Banks is hereby bound by the terms and conditions of this ‘Agreement. 14. Representations and Warranties of Trustee and Freedom Center. To the best of its respective knowledge, after due diligence, the Freedom Center and the Trustee, each on behalf of itself, hereby represent and warrant that: (a) _ thas not taken and will not take any action which would negatively affect the validity or tax-exempt status of the State Bonds; (0) _ithas not taken and, so long as the Lease remains in effect, will not take any action which would prevent the Facility from constituting an Ohio Arts Facility under Chapter 3383 of the Ohio Revised Code; (c) __ithas not taken and, except as provided in the Lease and so long as the Lease remains in effect, will not take any action which would negatively Impact possession of the Faclity under the Lease by the Commission; (4) ___ the Lease constitutes a "Permitted Lien” as defined in the Reimbursement Agreement, ‘Subordination agreementshared (sYearo 2lizer#-20-02 4{e) _ insurance proceeds available from any casualty to the Facility or any condemnation award or settlement monies in lieu thereof shall be used in accordance with the provisions of the Lease and Management Agreement; and ()__ itis not aware of any encumbrance, mortgage, security interest or other lien affecting the Facility which would, with notice or the passage of time, impact the use of the Facility as an Ohio Arts Facility. 12. — Recordation of Lease or Memorandum of Lease. Each of the Agent (on behalf of itself and each of the LOC Banks), the Trustee, the Freedom Center and the Commission hereby consent to the recordation of the Lease or a Memorandum of Lease, and the Mortgage (and related UCC financing statements) in the land records of Hamilton County, Ohio Recorders Office, The Lease or Memorandum of Lease shail be filed prior to the Mortgage. 13. Miscellaneous. (a) Notices. The Agent or the Trustee, as applicable, hereby agree to provide prompt written notice to the Commission of any “event of default" or acceleration of payments due under the Reimbursement Agreement or the Trust Indenture and Loan Agreement. Each of the Freedom Center and the Commission hereby agree to provide, simultaneously with the provision of written notice to the other, copies af all notices to each ‘other pursuant to the Lease, Management Agreement or CAF Agreement. All notices and ‘other communications required or permitted hereunder shall be in writing. Notices and other ‘communications shall be delivered personally (including by any reputable overnight courier) or sent by certified or registered mail, postage prepaid, or by telecopier and shall be deemed received, in the case of personal delivery, when delivered, in the case of mailing, on the third day after mailing, and in the case of telecopy transmission, upon transmittal. All notices and other communications given pursuant to this Agreement shall be addressed as follows: i) If to the Commission, to it at: 20 East Broad Street, Suite 200 Columbus, Ohio 43215 Attn: Executive Director Telefacsimile No.: (614) 72-2775 (i) If to Agent (on behalf of itself and each of the LOC Banks), to it at: Bank One Towers 8044 Montgomery Road P.O. Box 365800 Cincinnati, Ohio 45236-5800 Attn: Mr. Richard B. Kuertz Telefacsimile No.: (513) 985-5030 Either the Commission or the Agent may change the person to whom or the address or telecopier number to which notices and other communications are to be given hereunder, but any such notice or other communication shall be effective only when actually received by the other parties hereto. ‘Subordraton agreemantshared (sare 2olizeri429-02 5(b) Entire Agreement. This Agreement contains the entire agreement between the parties hereto with respect to the subject matter hereof and supersedes any and all prior arrangements, agreements or understandings, whether written or oral. No amendment, modification or waiver of any of the terms or provisions hereof shall be valid or binding unless set forth in wring and signed by the parties hereto. {€) _ Non-Weiver. The waiver of, or failure to take action with regard to, any breach of any term or condition of this Agreement shall not be deemed to constitute a continuing waiver or a waiver of any other breach of the same or any other term or condition. (4) Headings. The headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. (©) Counterparts. This Agreement may be executed in more than one counterpart and if so executed, each of such counterparts shall be deemed to be an original and, when executed by both parties hereto, all such counterparts shall be read together as one agreement. () Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties hereto, their successors and assigns, but may not be assigned by either party without the prior written consent of the other (which shall not be unreasonably withheld); provided however, the LOC Banks may assign or participate to a bank ‘or other financial institution all or any part oftheir Letters of Credit and rights and obligations under the Reimbursement Agreement and related documents provided any transferee or participant acknowledges and agrees in writing to be bound by the terms and conditions of this Agreement. {g) Severability. If any term or provision of this Agreement shall be held or determined to be unenforceable, the balance of this Agraement shall nevertheless be valid and enforceable subject to an equitable revision to be negotiated by the parties hereto with the objective of maintaining the original balance between their respective rights and obligations. {h) Governing Law. This Agreement shall be enforced, governed and ‘construed by and interpreted under the laws of the State of Ohio applicable to contracts made and to be performed wholly within such State without giving effect to the principles of conflict of laws thereof. () Further Assurances. Each party hereto shall cooperate, shall take such further action and shall execute and deliver such further docurnents as may be reasonably requested by any other party in order to fulfil the purposes of this Agreement. ‘Subordination agreemenVsharod (sVcaro zeza/4-20-02 6IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the date first above written. ‘Witness to Commission Yhocas ge APPROVED AS TO FORM ONLY: Signed in the JAMES PETRO Attomey General, State of Ohio By: Tom Rocco Assistant Attorney General NATIONAL UNDERGROUND RAILROAD ER, INC. Tile: Vee Presi BANK ONE, NA As Agent for the LOC Banks Shade up nyraille By: Witness to Agent kre: 550880.5, Subordination ageemenUshared (s\carl zelze4-20-02