2008/04/30 Council Agenda Packet

29. Consent to Encumbrance. Notwithstanding anything in Section 19.2 of the Agreement to the contrary, provided OM delivers to the City the form attached hereto as Exhibit K signed by each lender taking a security interest in the City Property, the City will consent to a waiver of the prohibition on encumbrances requiring more than the payment of amounts in excess of $10,000,000.00. 30. Closing. If the final Closing Date set forth in the Agreement can not occur due to administrative, ministerial or logistical reasons and OM and the City are otherwise in a position to close the purchase and sale transaction described in the Agreement, then the Parties may consent to allowing the Closing Date to occur up fiveten (-5j business days after the final Closing Date currently set forth in the Agreement. 31. Entire Agreement. Except as expressly modified in this Amendment, the Agreement shall remain in full force and effect and the parties hereto acknowledge, confirm, and ratify all of the terms and conditions of the Agreement. This Amendment, together with the Agreement (including the exhibits and schedules thereto, as amended herein), contains the entire agreement between the parties with respect to the transactions contemplated hereunder and thereunder. 32. Counterparts. This Amendment may be executed in one (1) or more counterparts, either of which may be transmitted by facsimile and each of which, when taken together, shall be deemed an original with the same effect as if the signatures thereto were upon one and the same instrument. Exhibit A Revised Property Map Exhibit B Legal Description of Landfill Pad Exhibit C Legal Description of Simpson Pad Exhibit D Legal Description of Mill Property Exhibit E-1 Title Policv Proforma for Property to be acquired by OM INC Exhibit E-2 Preliminary Gammitme *Title Policy Proforma for Property to be acquired by OMH Exhibit F Amendment to License for Use of City Property (KLB) Exhibit G Final forms of: Landfill Environmental Indemnification Agreement Simpson Pad Environmental and Indemnification Agreement Mill Property Environmental and Indemnification Agreement Former RR ROWandRi ROW/River Parcels Environmental Agreement Exhibit H ReseveQEasements and Agreements Exhibit I Form of Public Amenities Dedication, Easement and Maintenance Agreement Exhibit J Section of Main Road Extension (PDA Section 18.1(d)) Exhibit K Lender Acknowledgement 06107-0063/LEGAL� 42nz-r QO4,1"14221353 1 06107 0063 n E A r 14 220879.1