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FOURTH ADDENDUM TO MANAGEMENT AGREEMENT

This Fourth Addendum to Management Agreement is made effective as of


______________, 2011, by and between the National Underground Railroad
Freedom Center, Inc., an Ohio non-profit corporation (the “Manager”), and the
Ohio Cultural Facilities Commission, formerly known as the Ohio Arts and Sports
Facilities Commission (the “Commission”).

RECITALS

WHEREAS, the parties hereto entered into a certain Management Agreement


dated March 25, 2003, a First Addendum to the Management Agreement dated
July 1, 2005, a Second Addendum to Management Agreement dated June 21,
2007, and a Third Addendum to Management Agreement dated June 10, 2009
(hereinafter collectively referred to as the “Management Agreement”); and

WHEREAS, the Manager and the Commission are parties to a Base Lease dated
March 25, 2003, a First Amendment to Base Lease dated July 1, 2005, a Second
Amendment to Base Lease dated July 1, 2008 (collectively the “Lease”); and a
Third Amendment and Base Lease dated ___________, 20__ and;

WHEREAS, the Manager is seeking funding for the Facility from the federal
government (the “Federalization” of the Facility) which, if obtained, may require
the termination of the Lease, the Management Agreement and/or other
agreements with the Commission; and

WHEREAS, the parties wish to amend the Management Agreement so as to


extend the term thereof in accordance with Article VI, Section 2(a) of the
Management Agreement and to account for the possible Federalization of the
Facility; and

WHEREAS, the parties also desire to amend the Management Agreement to


remove the requirement that the Manager provide the Commission with a letter of
credit, the purpose of which is being otherwise satisfied through use of a
guaranty.

NOW, THEREFORE, in consideration of the continued performances of the


Management Agreement by both parties hereto and other good and valuable
consideration, the receipt and sufficiency of which is hereby acknowledged, the
parties hereto agree as follows:

1. The above recitals are hereby incorporated by reference as though fully


set forth and rewritten herein.

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2. The term of the Management Agreement, as set forth in Article VI, Section
2(a), is hereby renewed and extended for the term July 1, 2011, through
June 30, 2013.

3. Article XV, Letter of Credit, is deleted in its entirety and replaced with the
following:

ARTICLE XV- RESERVED

4. Prior to Manager obtaining Federalization of the Facility, the Manager


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 Lease and/or the Management Agreement (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.

5. Except as set forth herein, all terms and conditions of the Management
Agreement shall remain in full force and effect. If there is any conflict
between this Fourth Addendum and the Management Agreement, the
terms of this Fourth Addendum shall control.

Executed by the parties hereto as of the day and year first above written.

COMMISSION: OHIO CULTURAL


FACILITIES COMMISSION

_________________________ By: _________________________


Witness Kathleen M. Fox
Executive Director
_________________________
Printed Name

_________________________
Witness

_________________________
Printed Name

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MANAGER:
NATIONAL UNDERGROUND
RAILROAD FREEDOM CENTER, INC.

_________________________ By: _________________________


Witness Signature

_________________________ _________________________
Printed Name Printed Name

_________________________ _________________________
Witness Title

_________________________
Printed Name

APPROVED AS TO FORM
Mike DeWine, Ohio Attorney General
on attached approval form dated: _______________________