Joint Use Kimberly-Clark Worldwide Inc. Amend 1

D. Since 2012,K-C has closed and demolished its Everett Mill. At the time of entering into the Joint Use Agreement, K-C and the City intended that the City would have the right to assume control from K-C of the operation of the Joint Use Facilities at such time as the K-C site ceases to be used as manufacturing facilities, or otherwise by mutual agreement between K-C and the City. Accordingly, the purpose of this Amendment is to formalize the City's assumption of control of the Joint Use Facilities pursuant to Section 17.5 of the Joint Use Agreement. In order to allow the City to assume from K-C the operation of the Joint Use Facilities,K-C and the City have agreed to transfer the ownership of the Joint Use Facilities and the Capacity owned by K-C(the"K-C Capacity")to the City. AGREEMENT NOW,THEREFORE,for good and valuable consideration,the receipt and sufficiency of which are hereby acknowledged,the parties agree as follows: 1. City Assumption of Control of Joint Use Facilities. As of the Transfer Effective Date (which is defined in Section 4 below), the City hereby assumes control of the Joint Use Facilities pursuant to Section 17.5 of the Joint Use Agreement. K-C hereby consents to the City assuming such control and K-C and the City agree as follows: A. Transfer of Ownership of Joint Use Facilities and Capacity. In consideration for the City's assumption of control of the operation of the Joint Use Facilities and as required by Sections 17 and 21.5 of the Joint Use Agreement, K-C hereby transfers and conveys to the City, and the City accepts and assumes, all of K-C's right, title, and interest in the K-C Capacity and the Joint Use Facilities. The transfer and conveyance of the K-C Capacity and Joint Use Facilities to the City shall be effective as of the Transfer Effective Date. Concurrently with the execution of this Amendment, K-C shall execute and deliver to the City a Bill of Sale in the form attached hereto as Exhibit B and such other documents as K-C and the City agree may be necessary to transfer and convey the K-C Capacity and the Joint Use Facilities and all existing property rights known at the time of the execution of this Amendment to vest in the City the ownership of, and all rights to operate,the Joint Use Facilities. B. Amendment of Joint Use Agreement. In accordance with Section 21.4 of the Joint Use Agreement and in addition to the other amendments to the Joint Use Agreement set forth in this Amendment, K-C and the City agree as of the Transfer Effective Date to the amendments to the Joint Use Agreement set forth in Exhibit C to this Amendment. C. Assignment and Assumption of K-C Marysville Agreement. As of the Transfer Effective Date, K-C assigns and delegates to the City, and the City accepts and assumes, all of K-C's rights and obligations under the K-C Marysville Agreement. D. Assignment and Assumption of Tri-Party Agreement. As of the Transfer Effective Date, K-C assigns and delegates to the City, and the City accepts and assumes, all of K-C's rights and obligations under the Tri-Party Agreement. E. Assignment and Assumption of BNSF License. As of the Transfer Effective Date, K-C assigns and delegates to the City, and the City accepts and assumes, all of K-C's rights and obligations under the BNSF License. F. Assignment and Assumption of DNR Easement. As of the Transfer Effective Date, K-C assigns and delegates to the City, and the City accepts and assumes, all of K-C's rights and obligations under the DNR Easement. 2