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<br /> MAY 10, 2013 DRAFT
<br /> SIXTH AMENDMENT
<br /> TO
<br /> PROPERTY DISPOSITION AGREEMENT
<br /> This .Sixth Amendment to Property Disposition Agreement ("Sixth Amendment") is
<br /> dated as of , 2013, and is made and entered into by and among the CITY OF
<br /> EVERETT, a municipal corporation of the State of Washington (the "City");
<br /> OLIVERMCMILLAN, LLC, a California limited liability company("OM"), and two Affiliated
<br /> Entities of OM: (i)OM EVERETT, INC., a Washington corporation ("OM INC"); and
<br /> (ii)OMH TRANSFER AGENT, LLC, a Delaware limited liability company ("OMNI") (OM,
<br /> OM INC, and OMH collectively,the"OMEntities").
<br /> A. OM INC and OMH (collectively "Developer") acquired the Landfill Pad,
<br /> Simpson Pad, and Mill Site (collectively "Properties") described in that certain Property
<br /> Disposition Agreement entered into on or about February 21, 2007 ("Original PDA"), between
<br /> the City and Developer's predecessor-in-interest, OM, as amended by a First Amendment to
<br /> Property Disposition Agreement dated September 28, 2007, a Second Amendment to Property
<br /> Disposition Agreement dated February 20, 2008, a Third Amendment to Property Disposition
<br /> Agreement dated April 30, 2008 (the "Third Amendment"), a Fourth Amendment to Property
<br /> Disposition Agreement dated October 28, 2009 (the "Fourth Amendment"); and a Fifth
<br /> Amendment to Property Disposition Agreement dated June 27, 2011 (the "Fifth Amendment")
<br /> (the Property Disposition Agreement as amended by all such amendments, the "FDA" or the
<br /> "Agreement').
<br /> B. In connection with the PDA, the City, OM, and OM INC are parties to the
<br /> Landfill and Environmental Indemnification Agreement dated April 30,2008, a memorandum of
<br /> which was recorded under Snohomish County recording number 200805140927 ("Landfill
<br /> Environmental Agreement').. In addition,the City and the Department of Ecology("Ecology")
<br /> are parties to the Consent Decree (Snohomish County Case No. 01-2-03640-6) entered April 2,
<br /> 2001, as amended by Amendment No. 1 to Consent Decree entered April 23, 2008, with
<br /> Ecology,OM INC, and the City as parties, including those Amended Environmental Covenants
<br /> attached thereto as exhibits and separately recorded under Snohomish County Recording
<br /> numbers 200805140921 and 200805140922 (collectively the "Consent Decree"). As described
<br /> in the Consent Decree, the Consent Decree concerns certain property referred to herein as the
<br /> "Landfill Property."
<br /> C. In connection with the PDA, the City, OM, and OM INC are parties to the
<br /> Development Agreement dated June 2, 2009, a memorandum of which was recorded under
<br /> Snohomish County recording number 200911050290("Development Agreement').
<br /> D. The OM Entities anticipate assigning the PDA, the Landfill Environmental
<br /> Agreement, the Development Agreement and other agreements and instruments related to the
<br /> Properties in connection with a sale of the Properties. In light of that, the City and the OM
<br /> Entities desire to agree to the completion of certain of work,the status of obligations, and certain
<br /> amendments to the PDA, all as set forth under the terms and conditions of this Sixth
<br /> Amendment.
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