DRAFT 5/19/08

SUPPLEMENTAL SUBORDINATION AGREEMENT

This Supplemental Subordination Agreement (the “Supplemental Agreement”) dated as

of June 1, 2008 is entered into by and between JPMorgan Chase Bank, N.A., as successor trustee
(the “Trustee”) under a Trust Indenture dated as of April 1, 2003 with the Port of Greater
Cincinnati Development Authority, the National Underground Freedom Center, Inc. (the
“Freedom Center”), and the Ohio Cultural Facility Commission (formerly known as the Ohio
Arts and Sports Commission) (the “Commission”). Capitalized words and terms used but not
defined herein shall have the meanings assigned to them in the Original Subordination
Agreement (as hereinafter defined).

WHEREAS, the Trustee, the Freedom Center and the Commission previously entered
into a Subordination Agreement dated April 17, 2003 (the “Original Subordination Agreement”)
pursuant to which the Agent and the Trustee agreed that, unless the Commission is in default
under the Lease, (a) the Agent, the LOC Banks and the Trustee may take no action or exercise
any remedies under the Reimbursement Agreement, the Mortgage, 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; and

WHEREAS, the parties to the Original Subordination Agreement agreed that, unless the
Commission is in default under the Lease, the Trustee, 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; and

WHEREAS, the Freedom Center and the Commission have entered into a Cooperative
Use Agreement dated as of __________________, 2008 regarding the Facility which, among
other provisions, terminates the Management Agreement;

NOW, THEREFORE, in consideration of the promises and covenants contained herein,

the parties agree that:

1. Incorporation of Original Subordination Agreement. The terms and provisions of

the Original Subordination Agreement are incorporated herein as if fully recited herein, except,
however, that references in the Original Subordination Agreement:

(a) to the Management Agreement shall be deemed to mean the Cooperative

Agreement;

(b) to the manager shall be deemed to mean the Project Sponsor, as defined in the
Cooperative Agreement;
 (c) to the Lease shall be deemed to mean the Lease as hereto and hereafter amended,
supplemented and/or restated; and

(d) to the Commission shall be deemed to mean the Ohio Cultural Facilities
Commission.

The Agent (on behalf of itself and each of the LOC Banks), the Trustee, the Freedom
Center and the Commission hereby ratify and confirm all the terms and provisions of the
Original Subordination Agreement.

2. Amendment.

The Original Subordination Agreement is hereby amended with the addition of:

“14. Amendment of Base Lease. The Freedom Center and the

Commission agree that they cannot amend the Lease without the
written approval and consent of the Trustee."

3. Miscellaneous.

(a) Entire Agreement. This Supplemental Agreement (together with the Original
Subordination 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 writing and signed by the
parties hereto.

(b) Non-Waiver. The waiver of, or failure to take action with regard to, any breach of
any term or condition of this Supplemental 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.

(c) Headings. The headings contained in this Supplemental Agreement are for
reference purposes only and shall not affect in any way the meaning or interpretation of this
Agreement.

(d) Counterparts. This Supplemental 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.

(e) Successors and Assigns. This Supplemental Agreement shall be binding upon
and insure 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 of their Letters of Credit and rights and obligations
under the Reimbursement Agreement and related documents provided any transferee or

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participant acknowledges and agrees in writing to be bound by the terms and conditions of this
Agreement.

(f) Severability. If any term or provision of this Supplemental Agreement shall be

held or determined to be unenforceable, the balance of this Agreement 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.

(g) Governing Law. This Supplemental Agreement shall be enforced, governed and
construed by and interpreted under the law 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.

(h) Further Assurances. Each party hereto shall cooperate, shall take such further
action and shall execute and deliver such further documents as may be reasonably requested by
any other party in order to fulfill the purposes of this Supplemental Agreement.

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 IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the date
first above written.

Signed in the present of the following: OHIO CULTURAL FACILITIES

COMMISSION

By:
Witness to Commission Kathleen M. Fox, Executive Director

Witness to Commission

APPROVED AS TO FORM ONLY;

_________________
Attorney General, State of Ohio

By:
Assistant Attorney General
NATIONAL UNDERGROUND RAILROAD
FREEDOM CENTER, INC.

By:
Witness to Freedom Center Name:
Title:

Witness to Freedom Center

JPMORGAN CHASE BANK, N.A., as Trustee

By:
Witness to Trustee Name:
Title:

Witness to Trustee

JPMORGAN CHASE BANK, N.A., as agent

for LOC Banks

By:
Witness to Agent Name:
Title:

Witness to Agent