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�i <br />THIRD AMENDMENT <br />to <br />PROPERTY DISPOSITION AGREEMENT <br />This Third Amendment to Property Disposition Agreement ("Amendment") is dated as of <br />April _, 2008, and is entered into by and among the CITY OF EVERETT, a municipal <br />corporation of the State of Washington (the "City"); OLIVERMCMILLAN, LLC, a California <br />limited liability company ("OM"), and two Affiliated Entities of OM: (i) OM EVERETT, INC., a <br />Washington corporation ("OM INC"); and (ii) OMH TRANSFER AGENT, LLC, a Delaware <br />limited liability company ("OMH"). <br />A. The City and OM entered into a certain Property Disposition Agreement dated as <br />of February 21, 2007, which was amended by a First Amendment to Property Disposition <br />Agreement dated September 28, 2007 and a Second Amendment to Property Disposition <br />Agreement dated as of February 20, 2008 (as amended, the "Agreement"). <br />B. The City and OM now desire to confirm certain matters pertaining to the <br />Agreement and amend and supplement the Agreement in certain material respects, which <br />matters, amendments and supplements are acceptable to OM INC and OMH. <br />NOW THEREFORE, for and in consideration of the mutual promises as stated herein and <br />for other good and valuable consideration, the receipt and sufficiency of which is hereby <br />acknowledged, the parties to this Amendment agree as follows: <br />1. The City Property/Landfill Site/Simpson Site/Mill Site. Pursuant to Section <br />16.6 of the Agreement, the City and OM anticipated the possibility that the City would retain <br />ownership of the wetlands surrounding the buildable area located on the Simpson Site rather than <br />receiving at Closing a dedication of these areas or conservation or other easement rights for such <br />wetland and non -buildable areas (collectively the "Simpson Wetlands"). The parties to this <br />Amendment now agree that the City will retain fee ownership of the Simpson Wetlands. <br />Accordingly, "City Property" shall be and is hereby revised to refer to the property described or <br />graphically depicted in Exhibit A attached hereto; the "Landfill Site" is revised to refer to the <br />property described in Exhibit B attached hereto, the "Simpson Site" is revised to refer to the <br />property described in Exhibit C attached hereto, and the "Mill Site" refers to the property <br />described in Exhibit D attached hereto. The graphic description of the City Property set forth in <br />Exhibit A shall replace the description in Exhibit B-1 to the Agreement. All other references in <br />the Agreement, including without limitation recital A, shall be and are hereby changed to reflect <br />the forgoing descriptions. For the avoidance of doubt, the Parties acknowledge and agree that <br />OM and its Affiliated Entities have no right to purchase the properties described in Exhibit A as <br />the "City -retained parcels". <br />2. Survey/Permitted Exceptions. The Survey prepared by Perteet Inc. dated <br />and referenced as shall be and constitute the Survey referenced in <br />the Agreement and its delivery to OM compliance with and fulfillment of the City's obligation to <br />06107-0063 /LEGAL 14200426.1 <br />