FIRST ADDENDUM TO COOPERATIVE USE AGREEMENT

(LOCAL CONSTRUCTION ADMINISTRATION)

This First Addendum to Cooperative Use Agreement (the "First Addendum") is

entered into and effective as of ____________, 2011, by and between the National
Underground Railroad Freedom Center, Inc., an Ohio not for profit association
(“Project Sponsor”), and the State of Ohio (the "State"), acting by and through the
Ohio Cultural Facilities Commission (the "Commission"), a state agency organized
and operating under Ohio Revised Code Chapter 3383 (the "Act").

Capitalized terms not otherwise defined herein shall have the same meaning as such
terms are defined in the Cooperative Use Agreement, hereinafter described.

RECITALS

1. WHEREAS, the parties hereto entered into a certain Cooperative Use

Agreement, dated July 1, 2008 (the “CU Agreement”), related to a Cultural
Project as defined therein, hereinafter referred to as the Cultural Project;

2. WHEREAS, the Project Sponsor and the Commission entered into a Base
Lease, dated as of March 25, 2003 and subsequently amended (the "Base
Lease") to provide for the lease from the Project Sponsor to the Commission of
certain property and the improvements to be constructed thereon, being a
museum (the "Project”);

3. WHEREAS, pursuant to Am. Sub. H.B. 562 of the 127th General Assembly
appropriated an additional $850,000 for the construction of certain
improvements;

4. WHEREAS, in accordance with Resolution No. R-11-06, adopted February 8,

2011, the Commission has determined that the Cultural Project meets all
requirements of the Act and, subject to the fulfillment of certain conditions, has
approved the expenditure of an additional $850,000 for the Cultural Project;

5. WHEREAS, as a condition of its approval in Resolution R-11-06, the

Commission must first receive a guaranty from John E. Pepper, Jr. and Frances
G. Pepper in order to guaranty repayment of the $850,000 in Project Bond funds
before the Commission will enter into the First Addendum;

6. WHEREAS, the Commission has received the guaranty as prescribed;

7. WHEREAS, as a condition of its approval in Resolution R-11-06, the Project

Sponsor must provide a blanket security interest in its assets to the Commission
to secure Project Sponsor’s obligations under the CU Agreement before the
Commission will enter into the First Addendum;

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8. WHEREAS, the Project Sponsor has provided to the Commission a security
agreement as prescribed;

9. WHEREAS, the funds are to be paid through the Commission pursuant to

Chapter 3383 of the Act;

10. WHEREAS, in order to account for the additional expenditure for the Cultural
Project, it is necessary to amend the original CU Agreement;

11. WHEREAS, that portion of the Cultural Project constituting the Commission
funded improvements (the “State Improvements” as defined in the Base Lease)
shall be paid for in whole by the Commission with a portion of the proceeds of
the Bonds together with any additional bonds issued by the State, all or a portion
of the proceeds of which are used to finance improvements to the Facility (the
“Facility Bonds”).

12. WHEREAS, the Project Sponsor is seeking funding for the Facility (as defined in
the CU Agreement) from the federal government (the “Federalization” of the
Facility) which, if obtained, may require the termination or modification of Project
Sponsor’s agreements with the Commission including, but not limited to a Base
Lease and Management Agreement previously entered into with the
Commission;

13. WHEREAS, the parties wish to amend the CU Agreement to account for the
possible Federalization of the Facility; and

14. WHEREAS, further, the Governor has issued Executive Order 2010-09S
requiring certain language be provided in contracts entered into with the State.

15. WHEREFORE, the parties desire to amend the CU Agreement to account for the
foregoing changes.

In consideration of the mutual promises and covenants set forth herein, the parties
agree as follows:
AGREEMENT

1. State Share in Exhibit A to the CU Agreement shall be modified to include the

additional funding for the Cultural Project improvements. The total State Share
shall be increased to $15,500,000.

2. State Funding in Exhibit B to the CU Agreement shall be modified to include the

additional funding for the Cultural Project improvements. The total State Funding
shall be increased to $15,500,000.

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3. There shall be inserted in the CU Agreement under Article V, Representation of
the Parties a new Section 6 titled EXECUTIVE ORDER 2010-09S
REQUIREMENTS. The new Section shall read as follows:

The Project Sponsor affirms to have read and understands Executive Order
2010-09S issued by Ohio Governor Ted Strickland and shall abide by those
requirements in the performance of this CU Agreement, and shall perform no
services required under this CU Agreement outside of the United States. The
Executive Order is provided as an attachment and also is available at the
following website: (http://www.governor.ohio.gov/Default.aspx?tabid=1495).

The Project Sponsor also affirms, understands, and agrees to immediately

notify the Commission of any change or shift in the location(s) of services
performed by the Project Sponsor or its subcontractors under this CU
Agreement and no services shall be changed or shifted to a location(s) that
are outside of the United States.

The Order is attached hereto as Appendix 1 and incorporated herein by

reference.

4. There shall be inserted in the CU Agreement under Article V, Representation of

the Parties a new Section 7 titled TERMINATION, SANCTIONS, DAMAGES
FOR VIOLATION OF ORDER 2010-09S. The new Section shall read as follows:

The Commission is not obligated and shall not pay for any services provided
under this CU Agreement that the Project Sponsor or any of its subcontractors
performed outside of the United States. If services are performed outside of
the United States, this will be treated as a material breach of the CU
Agreement, and Project Sponsor shall immediately return to the Commission
all funds paid for those services.

In addition, if the Project Sponsor or any of its subcontractors perform any

such services outside of the United States, the Commission may, at any time
after the breach, terminate this Agreement for such breach, upon written
notice to the Project Sponsor. If the Commission terminates this CU
Agreement, the Commission may buy substitute services from a third party,
and the Commission may recover the additional costs associated with
acquiring the substitute services.

If the Project Sponsor or any of its subcontractors prepares to perform

services, changes or shifts the location(s) of services performed by the Project
Sponsor or its subcontractors under this CU Agreement to a location(s)
outside of the United States, but no services are actually performed, the
Project Sponsor has 30 days to change or shift the location(s) of services
performed to location(s) within the United States. The Commission may
recover liquidated damages in the amount of 10% of the value of this

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 Agreement for every day past the time permitted to change or shift the
location(s).

5. Article XVI, Assignment, shall be deleted in its entirety and replaced with the
following:

The Project Sponsor will not assign any of its rights nor delegate any of its
duties and responsibilities under this CU Agreement without prior written
consent of the Commission. Any assignment or delegation not consented to
may be deemed void by the Commission.

6. The parties hereto agree that prior to Project Sponsor obtaining Federalization of
the Facility, the Project Sponsor shall provide to the Ohio Public Facilities
Commission (the “OPFC”), the Treasurer of State and the Commission an
opinion of a nationally recognized bond counsel, acceptable to the Treasurer of
State, and addressed to the OPFC, the Treasurer of State and the Commission,
stating that the financing structure, ownership and/or operational/management
structure, including, but not limited to, the termination of the Base Lease and/or
the Management Agreement with the Commission (if required for Federalization),
will not a) adversely affect the validity of the state-issued tax-exempt bonds; and
b) will not adversely affect the exclusion of the interest on the state-issued tax-
exempt bonds from the gross income of the holders of the state-issued tax-
exempt bonds for federal income tax purposes.

7. All other terms and provisions of the CU Agreement, except as modified in this
First Addendum, shall remain in full force and effect.

IN WITNESS WHEREOF, the Project Sponsor and the Commission have caused
this First Addendum to Cooperative Use Agreement to be executed by their duly
authorized representatives as of the day and year first above written.

Signed in the presence of: NATIONAL UNDERGROUND RAILROAD

FREEDOM CENTER, INC.

_______________________________
Signature

_______________________________ By: ________________________________

Printed Name

_______________________________
Signature

_______________________________
Printed Name

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Signed in the presence of: STATE OF OHIO, acting by and through the
OHIO CULTURAL FACILITIES
COMMISSION
_______________________________
Signature

_______________________________ By: ________________________________

Printed Name Kathleen M. Fox, Executive Director

_______________________________
Signature

_______________________________
Printed Name

Approved as to form:

Mike DeWine, Ohio Attorney General

on attached approval form dated: _____