Sunday, July 16, 2006

CAESARS RIVERBOAT CASINO FOUNDATION OF FLOYD COUNTY, INC. GRANT AWARD AGREEMENT

GRANTEES: New Albany Redevelopment Commission (Commission")

and YMCA of Southern Indiana Inc.("YMCA")
(both collectectively "the Grantees")

GRANT NUMBER: 0301-01

GRANT AWARD AMOUNT: $20,000,000

DATE: January 15,2003

This Grant Agreement dated the 15th day of January,2003, by and between Caesars Riverboat Casino Foundation of Floyd County, Inc. (the Grantor") and the New Albany Redevelopment Commission ("Commission") and the YMCA of Southern Indiana, Inc. (the "YMCA"), AN Indiana not-for-profit corporation (collectively "the Grantees"), memorializes the terms and conditions of a grant award in support of the intention of the Commission and YMCA to acquire land and build a downtown New Albany complex in support of youth programs benfiting the City of New Albany, Floyd County, and South Central Indiana.

WHEREAS, the Grantor is specifically relying upon the Grantees' Grant Application, supporting documents, and testimony in making this grant to the Grantees; and

WHEREAS, the grant is awarded pursuant to the Grantees' Application, supporting documents, and testimony, which are all attached hereto and made a part of this Grant Agreement by reference, and form a basis for this award;

NEW, THEREFORE, in consideration of this grant award by the Grantor, the Grantees agree to use these funds in accordance with the Grantor's exempt organization purposes, and to comply with all the terms and conditions of the Grantor's Guidelines for it's grantmaking and related Policies.

1. Purpose Amount and Term:

Grantor pledges to contribute $1,000,000 a year for 20 years, totallying $20,000,000; the first payment will be paid upon the signing of this document, and an annual installment will be payable over the next 19 years due on January 15, with the final installment due and payable on January 15,2022. The annual installments shall be paid directly to the Commission, except in years 2 and 3, when the installment shall be paid to the YMCA. the parties acknowledge that the installments paid to the YMCA in years 2 and 3 shall be deemed to satisfy the Grantors' commitment for payment of installments in 2004 and 2005. It is the Grantor's intention that this grant enhance public health and welfare within the City of New Albany, Floyd County, and South Central Indiana by dedicating funds during the term of