Joint Use Kimberly-Clark Worldwide Inc. Amend 1

EXHIBIT B FORM OF BILL OF SALE THIS BILL OF SALE is executed as of[�u 7 31 , 20151, by 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"),and is made in favor of the City of Everett,a municipal corporation of the State of Washington (the"City"). Any capitalized term used herein and not defined herein shall have the meaning assigned to it in the First Amendment(as defined below). FOR VALUE RECEIVED, as set forth in that certain First Amendment to Joint Use Agreement by and between K-C and the City (the "First Amendment"), receipt of which is hereby acknowledged, and pursuant to the terms of the First Amendment, K-C does hereby grant, bargain,sell, convey, assign, transfer and set over unto the City,and the City does hereby acquire from K-C,all of K-C's right,title and interest in and to the K-C Capacity and the Joint Use Facilities as further set forth in the First Amendment. This Bill of Sale is intended to evidence the consummation of the transfer and assignment by K-C to the City of the K-C Capacity and the Joint Use Facilities, as contemplated by the First Amendment. Each of K-C, by its execution of this Bill of Sale, and the City, by its acceptance of this Bill of Sale, hereby acknowledges and agrees that nothing in this Bill of Sale, express or implied, is intended to or shall be construed to modify, expand or limit in any way the terms of the First Amendment or the rights and obligations of the parties thereunder or constitute a waiver or release by any party of any rights, liabilities, duties or obligations granted to or imposed upon any of them by the terms of the First Amendment. In the event of any conflict or inconsistency between the terms of the First Amendment and the terms hereof, the terms of the First Amendment shall govern. This Bill of Sale shall be governed by and construed and enforced according to the laws of the State of Washington without reference to its choice of law rules. This Bill of Sale may be executed in counterpart signature pages executed and delivered via facsimile transmission or via email with scan or email attachment. Any such counterpart executed and delivered via facsimile transmission or via email with scan or email attachment will be deemed an original for all intents and purposes,and all such counterparts shall together constitute one and the same instrument. K-C hereby represents and warrants to the City that K-C is the owner of the K-C Capacity and the Joint Use Facilities(as such terms are defined in the First Amendment),that the K-C Capacity and the Joint Use Facilities are free and clear of any encumbrances or liens of any type or nature,and that K-C has the right to grant,bargain,sell,convey,assign, transfer and set over unto the City the K-C Capacity and the Joint Use Facilities. K-C hereby agrees to defend the sale,assignment,transfer and conveyance of the K-C Capacity and the Joint Use Facilities to the City hereunder against any and all persons who may claim title to the K-C Capacity or the Joint Use Facilities. [Signature page follotivsj 15