SECOND ADDENDUM TO MANAGEMENT AGREEMENT This Second Addendum to Management Agreement is made effective as of 21 ___, 2007, 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, and a First Addendum to the Management Agreement dated July 1, 2005 (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, and a First Amendment to Base Lease dated July 1, 2005 (hereinafter collectively referred to as the “Lease"); 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. 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. 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, 2007 through June 30, 2009. 3. 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 Second Addendum and the Management Agreement, the terms of this Second Addendum shall control. ‘S\PROJECT MANAGEMENT\ Catal Projects Naina Undegrond Raiosd Freedom CenterLegal oes\Agrements\Second ‘Adscedisn to Managemert Agroorart- Nelonal Undorg-oundRalfoad Freedom Centr, ne.d0eExecuted by the parties hereto as of the day and year first above written. COMMISSION: OHIO CULTURAL FACILITIES COMMISSIOI a ‘Witn — ' Executive Director Printed Name (Beltane LOoexds Witness LeeAnne Woods Printed Name MANAGER: NATIONAL UNDERGROUND RAILROAD FREEDOM CENTER, I President and Chief Executive Officer Vale hep Printed Name APPROVED AS TO FORM Marc Dann, Ohio Attomey General on attached approval form dated: “7721, /4, 2007 SSAPROJECT MANAGEMENT, CultralPijetiNatonal Undersrond Ratoad Frectom CerterLega DorsgreementsSecond ‘Radon to Management Agresrmat- Nana Underreuna Road Froosom Cente, e.c0sDate: May 9, 2007 To: Lori Payno Associate Assistant Ohio Attorney General From: LeAnne Woods CULTURAL =k: hunre™ FACILITIES COMMISSION 20, Broad Street, Suto 200 (Columbus, Ohio 43215 614.752.2770 614.752.2775 (Fax) Attached is a Management Agreement Addendum. As the Associate Assistant Attorney General assigned to Ohio Cultural Facilities ‘Commission, please review the above referenced document and indicate either: (a) that this is a preliminary document review requiring changes and/or revisions; or (b) that this is a final review, in which case, you are approving the form of this document. If you indicate below that this is a final review, the document will be forwarded to all parties to the document for execution. Please return this document to the Commission for processing according to your instructions. We understand that you are only reviewing the document for approval as to form and are not rendering an opinion as to the appropriateness of the terms of this document. NO CHANGES OF OUR STANDARD LANGUAGE HAVE BEEN MADE. THIS IS A PRELIMINARY DOCUMENT REVIEW REQUIRING CHANGES OR REVISIONS. THIS IS A FINAL REVIEW. THIS DOCUMENT HAS BEEN REVIEWED BY THE ASSISTANT ASSOCIATE ATTORNEY GENERAL ASSIGNED TO THE OHIO CULTURAL FACILITIES COMMISSION AND IS APPROVED AS TO FORM SUbje et 45 Marked reuisiins THIS FORM WILL BECOME PART OF THE ABOVE-NAMED LEGAL DOCUMENT. MARC DANN ATTORNEY GENERAL OF OHIO 7 sll4/o9 i A/Payne, Associate Assistant Attorney General Date ‘S\PROJECT MANAGEMENTIO-GeneralInfolPA Aides\Legal Docs\APPROVED AS TO FORM AG for MAdoc §/9/2007