SECOND ADDENDUM TO COOPERATIVE USE AGREEMENT

(LOCAL CONSTRUCTION ADMINISTRATION)

This Second Addendum to Cooperative Use Agreement (the "Second 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, as amended by that certain First Addendum to Cooperative Use
Agreement dated ________, 201_, (collectively the “CU Agreement”), related to a Deleted:
Cultural Project as defined therein, hereinafter referred to as the Cultural Project.

2. WHEREAS, the Commission has agreed to eliminate the Operating Expense

Escrow contained in the CU Agreement so long as the Commission obtains a
guarantee from John E. Pepper, Jr. and Frances G. Pepper, to pay the costs and
expenses which were to be paid from the Operating Expense Escrow to obtain
alternate performance of the Project Sponsor’s obligations as provided in the CU
Agreement;

3. WHEREAS, the Project Sponsor has provided the guarantee as prescribed;

4. 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. Article XVIII, Escrow, shall be deleted and replaced with the following:

ARTICLE XVIII
GUARANTY

1. Guaranty of Certain Costs. The Project Sponsor shall provide to the Commission
an unconditional payment guaranty from John E. Pepper, Jr. and Frances G.
Pepper, jointly and severally (the “Guarantors”), pursuant to which the Guarantors
shall guaranty the payment of the costs for the Facility of six months of (a) real
 property taxes and assessments, (b) all utility charges, (c) premiums for insurance
required in Article X and (d) to secure the Facility and to prevent and mitigate Deleted: (“Guaranteed Costs”),
damage to the Facility (“Guaranteed Costs”). Such guaranty shall be payable to
pay the costs of the Commission in providing performance of the Project Sponsor’s
obligations to pay such costs under this Cooperative Use Agreement. The initial
amount of the guaranty shall be limited based on the following calculation: an
estimate of the Guaranteed Costs (currently estimated to be $462,306.60) which
shall be increased from the effective date of this Second Addendum to the date full
payment is made under the guaranty to the Commission (if payment is sought
under the guaranty), by adding onto the Guaranteed Costs, interest based on the
monthly average one-year constant maturity Treasury yield (“CMT”) compounded
annually. Further, the Guaranteed Costs may be increased or decreased annually
by the Commission, in its sole and reasonable discretion, based on changes in the
estimate of the Guaranteed Costs. If the Guaranteed Costs is adjusted, the
Commission shall notify the Guarantors in writing within 30 days of such
adjustment. The guaranty shall terminate upon the natural expiration of this CU
Agreement.

2. Upon Project Sponsor providing the Commission with the executed guaranty
described above from John E. Pepper, Jr. and Frances G. Pepper, the Commission
shall release from the escrow under the CU Agreement all funds in the escrow,
including any interest accrued thereon.

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

IN WITNESS WHEREOF, the Project Sponsor and the Commission have caused this
Second 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

2
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: _____