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1 , .4 <br /> FIRST AMENDMENT <br /> to <br /> PROPERTY DISPOSITION AGREEMENT <br /> This FIRST AMENDMENT (this "Amendment") is entered into and dated as of this _ <br /> day of September, 2007 (the "Amendment Effective Date") by and between the CITY OF <br /> EVERETT, a municipal corporation of the State of Washington (the "City"), and <br /> OLIVERMCMILLAN, LLC, a California limited liability company(the "OM"). <br /> A. The City and OM entered into a certain Property Disposition Agreement on or <br /> about February , 2007 (the "Agreement"). <br /> B. Since entering into the Agreement, the City and OM have acted in good'faith and <br /> with diligence to satisfy the closing conditions set forth in the Agreement. Some such conditions <br /> have been successfully and timely satisfied. However, a few closing conditions have not yet <br /> been fully satisfied or cannot be waived at this time, in some instances for reasons that are <br /> beyond the control of the Parties. <br /> C. As both the City and OM both remain committed and interested in effecting the <br /> development,work and transactions described in the Agreement, the Parties agree that additional <br /> time would be in the best interest of both the City and OM to satisfactorily address the remaining <br /> closing conditions. <br /> D. Therefore, the City and OM now desire to supplement and amend the Agreement <br /> as described in this Amendment. <br /> FOR AND INCONSIDERATION of the mutual promises stated herein and other good <br /> and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the <br /> City and OM agree as follows: <br /> 1. Defined Terms. Capitalized terms used and not defined herein shall have the <br /> meanings given to them in the Agreement. <br /> 2. Section 8.1. Effective as of the Amendment Effective Date, the September 30, <br /> 2007 date referenced in Section 8.1 of the Agreement shall be and is hereby <br /> changed to January 31, 2008 and the October 20, 2007 date referenced in Section <br /> 8.1 of the Agreement shall be and is hereby changed to February 20, 2008. Any <br /> and all other performance obligations to be satisfied in the Agreement tied to a <br /> particular calendar deadline shall be similarly extended to accommodate the <br /> forgoing calendar date adjustments. In addition, the City and OM acknowledge <br /> that the forgoing date adjustments are to establish outside dates only and that both <br /> agree to use reasonable and diligent efforts to satisfy all of the remaining <br /> conditions precedent as soon as reasonably possible. <br /> 3. Compliance and Confirmation. The City and OM each agree and acknowledge <br /> that, as of the Amendment Effective Date, each Party has acted and performed in <br /> PAGE 1 <br /> [41642-0019-000000/13567836_1.DOC] 9/19/07 10:00:53 AM <br />