Joint Use Kimberly-Clark Worldwide Inc. Amend 1

FIRST AMENDMENT TO JOINT USE AGREEMENT (CITY ASSUMPTION OF CONTROL OF JOINT USE FACILITIES) atThis First Amendment to Joint Use Agreement (this "Amendment") is dated as of q G(S t 3 / ,2015 by and between the City of Everett, a municipal corporation of the State of Washington (the "City") and Kimberly-Clark Worldwide, Inc., a Delaware corporation, an affiliate and successor of Kimberly-Clark Tissue Company and Scott Paper Company with respect to their interests in the Joint Use Facilities and the site generally known as the Everett Mill ("K-C"). RECITALS A. The City and K-C are parties to the Port Gardner Bay Outfall Replacement Agreement dated June 2, 1999 by and between the City and K-C (the "Joint Use Agreement"). K-C owns real property in Everett, Washington,on which it operated a mill and associated facilities,which property is legally described in Exhibit A to this Amendment(the"K-C Mill Property"). Terms used but not defined in this Amendment shall have the meanings ascribed to them in the Joint Use Agreement unless otherwise provided in this Amendment. B. Under the Joint Use Agreement, K-C owns the Joint Use Facilities and has the obligation,as set forth in the Joint Use Agreement, to operate and maintain the Joint Use Facilities. K-C owns 50.5% of the Capacity of the Joint Use Facilities, while the City owns 49.5% of the Capacity of the Joint Use Facilities. The Capacity of Joint Use Facilities is approximately 90 million gallons per day. C. Besides the Joint Use Agreement, the City and K-C have other agreements regarding the Joint Use Facilities(the"Third Party Agreements")which include,without limitation: • K-C, the City, and the Port of Everett are parties to the Port Gardner Outfall Replacement and Project Agreement,dated June 5, 2003 (the"Tri-Party Agreement"). • The Port of Everett granted K-C and the City an easement for the Joint Use Facilities, recorded in Snohomish County on November 18, 2004 under file number 200411180634 (the"Port Easement"). • The State of Washington, acting through the Department of Natural Resources, granted K-C and the City Aquatic Lands Outfall Easement No. 51-072799 for the Joint Use Facilities, dated April 28,2003 and recorded in Snohomish County on May 13, 2003 under file number 200305131822 and re-recorded under 200411180633, as amended by the "Aquatic Lands Easement Agreement" and the "Notice and Consent to Assignment of Easement" dated (the"DNR Easement"). • Burlington Northern and Santa Fe Railway Company granted K-C a License dated January 20, 2004, in connection with the Joint Use Facilities (the "BNSF License"). • The City assigned the right to use 10 million gallons per day of Capacity to City of Marysville ("Marysville") pursuant to the Agreement for Conveyance and Discharge of Treated Wastewater (undated) between Marysville and the City (the "City Marysville Capacity Agreement"). • K-C assigned the right to use 10 million gallons per day of Capacity to Marysville pursuant to the Contract for Capacity in the Port Gardner Outfall (Outfall 100) dated November 30, 2004(the"K-C Marysville Capacity Agreement"). 1