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SETTLEMENT AGREEMENT AND MUTUAL RELEASE
THIS SETTLEMENT AGREEMENT AND MUTUAL RELEASE (this "Agreement") is
made as of this 10th day of August, 1995, between REAL ESTATE PROPERTIES
LIMITED PARTNERSHIP, an Oregon limited partnership ("REPLP") and REC
Resolution Company, an Oregon corporation ("REC"); and XXXX XXXXX, INC., a
Delaware corporation ("FMI"), ROUNDUP CO., a Washington corporation
("Roundup"), XXXX XXXXX OF ALASKA, INC., an Alaska corporation ("FM
Alaska"), and B & B STORES, INC., a Montana corporation ("B & B").
R E C I T A L S
A. Roundup, FM Alaska and B & B are wholly owned subsidiaries of FMI.
B. On or about December 11, 1981, REPLP, as landlord, and FMI (or its
subsidiaries), as tenant, entered into various real property leases (or
subleases) for (i) all or substantially all of the retail buildings in
which FMI operated Xxxx Xxxxx retail developments, plus (ii) the warehouse
and manufacturing properties operated by FMI (the "1981 Leases"). In
October of 1986 REPLP sold a majority of its properties to Metropolitan
Life Insurance Company, who entered into new leases with FMI (or its
subsidiaries) for these properties. On October 22, 1986, REPLP entered into
new leases with FMI (or its subsidiaries) for the remaining properties
covered by the 1981 Leases (the "1986 Leases"). The properties covered by
the 1986 Leases are listed on Exhibit A attached hereto and incorporated by
reference.
C. REC is the successor by merger to Xxxxx Company, Union Central
Company, Fourth Avenue Corporation, Fifth Avenue Corporation and Van Oak
Corporation and has acquired substantially all of the assets of EFEM
Company. REC's predecessors leased to REPLP the Xxxx Xxxxx retail
developments listed on Exhibit B, attached hereto and incorporated by
reference (the "REC Leases"), and REPLP in turn subleased these properties
to FMI (or its subsidiaries) under the applicable 1981 Leases and 1986
Leases. The 1986 Lease for the Gateway Xxxx Xxxxx retail development has
expired and REC is currently leasing this property directly to FMI.
D. Many of the Xxxx Xxxxx retail developments and warehouse and
manufacturing properties leased under the 1981 Leases and the 1986 Leases
contain small tenant spaces and/or adjacent pad sites or pad buildings
(collectively "Retail Tenant Space") which were, at the time or thereafter,
leased to third party tenants. Some of the Retail Tenant Space was leased
to third party tenants by FMI (or its subsidiaries) and some of the Retail
Tenant Space was leased by REPLP or REC. The Retail Tenant Space leased by
REPLP, since 1981, include, without limitation, the properties listed on
Exhibit C, attached hereto and incorporated by reference (the "REPLP Pad
Properties") and the Retail Tenant Space leased by REC (or its
predecessors) since 1981 include, without limitation, the properties listed
on Exhibit D attached hereto and incorporated by reference (the "REC Pad
Properties").
E. FMI claims that the REPLP Pad Properties at the Gresham, Clackamas
and Tigard Xxxx Xxxxx retail developments (the "Contested Pads") were, or
should have been, included in the applicable 1986 Leases and 1981 Leases
and that it is entitled to have the 1981 Leases and/or the 1986 Leases
reformed, if necessary, to include the Contested Pads, and that FMI is
entitled to the lease revenue received from the Contested
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Pads. FMI has made demand that REPLP convey to FMI a leasehold estate to
the Contested Pads (and assign all existing leases encumbering the
Contested Pads) for the balance of the terms of the related 1986 Leases and
pay FMI for all lease revenue received from the Contested Pads since
December 11, 1981, including interest thereon.
F. REPLP disputes FMI's claim for control of the Contested Pads and rental
income received therefrom.
G. The parties now desire to settle all claims between themselves
arising out of or based on rental income received from the Retail Tenant
Space including, without limitation, the REPLP Pad Properties and the REC
Pad Properties.
NOW, THEREFORE, in consideration of the mutual promises contained
herein, the parties agree as follows:
1. Pad Properties. FMI, Roundup, FM Alaska and B & B acknowledge and
agree that (i) REPLP is the lessor under the leases for the REPLP Pad
Properties and is entitled to all rental income received under leases for
such properties and (ii) REC is the lessor under the leases for the REC Pad
Properties and is entitled to all rental income received under such leases.
Furthermore, FMI, Roundup, FM Alaska and B & B acknowledge and agree that
the REPLP Pad Properties and the REC Pad Properties are not included in the
applicable 1986 Leases and were not included in the applicable 1981 Leases.
2. Gateway. FMI acknowledges and agrees that the current lease for the
Gateway Xxxx Xxxxx retail development only includes the Xxxx Xxxxx retail
building and does not include any adjacent pad sites.
3. Settlement Payment. Upon execution and delivery of this Agreement
by the parties, REPLP will, by wire transfer, pay to FMI the sum of One Million
Seven Hundred Fifty Thousand Dollars ($1,750,000.00).
4. Modification of 1986 Leases. FMI and REPLP will execute and
deliver amendments to the 1986 Leases for the Xxxxxxx Xxxx Xxxxx retail
development and the Clackamas Xxxx Xxxxx retail development to delete the
legal descriptions of the Newport Bay Gresham Pad, the US Bank/Burger King
Gresham Pad and the Elmers Clackamas Pad from said leases. Furthermore, the
parties agree to execute such other instruments and agreements necessary to
effect the intent of this Agreement.
5. FMI, Roundup, FM Alaska and B & B Release. For good and valuable
consideration, including the mutual promises and actions made and taken
herein, FMI, Roundup, FM Alaska and B & B, for themselves and their
respective successors, assigns, agents, servants and employees, hereby
mutually release, acquit and forever discharge REPLP and REC, their
representatives, agents, servants, employees, successors and assigns of and
from any and all actions, causes of action, claims, demands, damages,
costs, expenses, liabilities, attorneys' fees, and debts whatsoever, in law
or in equity, on account of any matter or thing which will or has happened,
developed or occurred in the past, present or future, whether known or
unknown, suspected or unsuspected, which are in any way connected with,
based upon, related to, or arising out of rental income received by REPLP
from the leasing or subleasing of Retail Tenant Space at any time during
the terms of the 1981 Leases and the 1986 Leases.
6. REPLP and REC Release. For good and valuable consideration,
including the mutual promises and actions made and taken herein, REC and REPLP,
for themselves and their
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respective successors, assigns, agents, servants and employees, hereby
mutually release, acquit and forever discharge FMI, Roundup, FM Alaska and
B & B, their representatives, agents, servants, employees, successors and
assigns of and from any and all actions, causes of action, claims, demands,
damages, costs, expenses, liabilities, attorneys' fees, and debts
whatsoever, in law or in equity, on account of any matter or thing which
will or has happened, developed or occurred in the past, present or future,
whether known or unknown, suspected or unsuspected, which are in any way
connected with, based upon, related to, or arising out of rental income
received by FMI, Roundup, FM Alaska and B & B from the leasing or
subleasing of Retail Tenant Space at any time during the terms of the 1981
Leases and the 1986 Leases.
7. Entire Agreement. The parties agree that no representation or
promise not expressly contained in this Agreement has been made and further
acknowledge that they are not entering into this Agreement on the basis of
any promise or representation, express or implied, not otherwise contained
herein. This Agreement contains the entire agreement between the parties
hereto and the terms hereof are contractual and not a mere recital. This
Agreement supersedes any prior agreement and contains the entire agreement
of the parties on the matters covered. Each party hereto has fully and
personally investigated the subject matter of this Agreement, consulted
such independent counselors as required, and does not rely on any statement
of facts or opinions of any other party to this Agreement.
8. Attorneys' Fees. If either party hereto brings an action at law
or in equity to enforce, interpret or seek redress for the breach of this
Agreement, then the prevailing party in such action shall be entitled to
recover all court costs and witness fees and reasonable attorneys' fees (at
trial or on appeal) in addition to all other appropriate relief.
9. Counterparts. This Agreement may be executed in one or more
counterparts by the parties hereto. All counterparts shall be construed
together and shall constitute one agreement.
10. Binding Effect. This Agreement shall be binding on and inure to the
benefit of the parties and their respective heirs, successors and assigns.
11. Effective Date. The effective date of this Agreement and each and
every provision hereof is and shall be August 10, 1995.
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IN WITNESS WHEREOF, the parties have duly executed this Agreement
effective as of the date first above written.
REPLP:
REAL ESTATE PROPERTIES
LIMITED PARTNERSHIP,
an Oregon limited partnership
By FMGP Associates,
an Oregon limited partnership,
Its General Partner
By FMGP Incorporated,
a Delaware corporation,
Its General Partner
By XXXXX X. XXXXX
-------------------------------------------
Xxxxx X. Xxxxx
-------------------------------------------
(typed or printed name)
Its Vice President
---------------------------------------
REC:
REC RESOLUTION COMPANY,
an Oregon corporation
By XXXXX X. XXXXX
-------------------------------------------
Xxxxx X. Xxxxx
-------------------------------------------
(typed or printed name)
Its Vice President
---------------------------------------
FMI:
XXXX XXXXX, INC.,
a Delaware corporation
By XXXXXXX XXXXXXXX
-------------------------------------------
Xxxxxxx Xxxxxxxx
-------------------------------------------
(typed or printed name)
Its Senior V.P. - Finance
---------------------------------------
(Signatures continued on following page)
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ROUNDUP:
ROUNDUP CO.,
a Washington corporation
By XXXXXXX XXXXXXXX
-------------------------------------------
Xxxxxxx Xxxxxxxx
-------------------------------------------
(typed or printed name)
Its Senior V.P. - Finance
---------------------------------------
FM ALASKA:
XXXX XXXXX OF ALASKA, INC.,
an Alaska corporation
By XXXXXXX XXXXXXXX
-------------------------------------------
Xxxxxxx Xxxxxxxx
-------------------------------------------
(typed or printed name)
Its Senior V.P. - Finance
---------------------------------------
B & B:
B & B STORES, INC.,
a Montana corporation
By XXXXXXX XXXXXXXX
-------------------------------------------
Xxxxxxx Xxxxxxxx
-------------------------------------------
(typed or printed name)
Its Senior V.P. - Finance
---------------------------------------
(Acknowledgments on following page)
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(Acknowledgment for REPLP)
STATE OF OREGON )
) ss.
County of Washington )
This instrument was acknowledged before me on this 25th day of
August, 1995 by Xxxxx X. Xxxxx, as Vice President of FMGP INCORPORATED, a
Delaware corporation.
Xxxxxxxx Xxxxxxx
-------------------------------------------
Notary Public for Oregon
My Commission Expires: March 28, 1997
(Acknowledgment for REC)
STATE OF OREGON )
) ss.
County of Washington )
This instrument was acknowledged before me on this 25th day of
August, 1995 by Xxxxx X. Xxxxx, as Vice President of REC Resolution
Company, an Oregon corporation.
Xxxxxxxx Xxxxxxx
-------------------------------------------
Notary Public for Oregon
My Commission Expires: March 28, 1997
(Acknowledgment for FMI)
STATE OF OREGON )
) ss.
County of Multnomah )
This instrument was acknowledged before me on this 28th day of August,
1995 by Xxxxxxx Xxxxxxxx, as Sr. V.P. - Finance of XXXX XXXXX, INC., a Delaware
corporation.
Xxxxx X. Xxxxxxx
-------------------------------------------
Notary Public for Oregon
My Commission Expires: Nov. 13, 1997
(Acknowledgment for Roundup)
STATE OF OREGON )
) ss.
County of Multnomah )
This instrument was acknowledged before me on this 28th day of
August, 1995 by Xxxxxxx Xxxxxxx, as V.P. of ROUNDUP CO., a Washington
corporation.
Xxxxx X. Xxxxxxx
-------------------------------------------
Notary Public for Oregon
My Commission Expires: Nov. 13, 1997
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(Acknowledgment for FM Alaska)
STATE OF OREGON )
) ss.
County of Multnomah )
This instrument was acknowledged before me on this 28th day of August,
1995 by Xxxxxxx Xxxxxxxx, as V.P. of XXXX XXXXX OF ALASKA, INC., an Alaska
corporation.
Xxxxx X. Banger
-------------------------------------------
Notary Public for Oregon
My Commission Expires: Nov. 13, 1997
(Acknowledgment for B & B)
STATE OF OREGON )
) ss.
County of Multnomah )
This instrument was acknowledged before me on this 28th day of
August, 1995 by Xxxxxxx Xxxxxxxx, as V.P. of B & B STORES, INC., a Montana
corporation.
Xxxxx X. Xxxxxxx
-------------------------------------------
Notary Public for Oregon
My Commission Expires: Nov. 13, 1997
EXHIBIT A
XXXX XXXXX RETAIL DEVELOPMENTS LEASED BY REPLP
TO FMI UNDER THE 1986 LEASES
Anchorage Newport
0000 X Xxxxxxxx Xxxxxx Xxxx. Xxxxxxx, XX
Xxxxxxxxx, XX
Oak Grove
Bellevue 00000 XX XxXxxxxxxx Xxxx.
0000 000xx XX Xxxxxxxxx, XX
Xxxxxxxx, XX
Peninsula
Burien 6850 N Lombard
00000 Xxxxx Xxxxxx Xxxxx Xxxxxxxx, XX
Xxxxxxx, XX
Polson
Xxxxxxxxxx Polson, MT
0000 XX Xxxxxx Xxxx.
Xxxxxxxx, XX Raleigh Hills
0000 XX Xxxxxxx-Xxxxxxxxx Xxx.
Xxxxxxxxx Xxxxxxxx, XX
00000 SE 82nd Drive
Clackamas, OR Rockwood
00000 XX Xxxxx Xx.
Xxxxxxxxx Xxxxxxxx, XX
0000 Xxxxxxxx Xxxxxx
Xxxxxxxxx, XX Rose City
Portland, OR
Eugene
Eugene, OR Sixth & Alder
Portland, OR
Fairbanks
00 Xxxxxxx Xxxx Xxxxxxxxx
Xxxxxxxxx, XX 0000 XX 00xx Xxx.
Xxxxxxxx, XX
Gateway
0000 XX 000xx Xxxxxx Xxxxxxx Xxxxxxx
Xxxxxxxx, XX E 000 Xxxxxxx Xxx.
Xxxxxxx, XX
Glisan
0000 XX Xxxxxx Xx. Xxxxxxx Xxxxxxx
Xxxxxxxx, XX E 0000 Xxxxxxx Xxx.
Xxxxxxx, XX
Greenwood
000 XX 00xx Xx. Xxxxxxx
Xxxxxxx, XX 000 XX 00xx Xxxxx
Xxxxxxxx, XX
Gresham
0000 XX Xxxxxxxx Xx. Xxxxx
Xxxxxxx, XX 000 XX 000xx
Xxxxxxxx, XX
Hawthorne
0000 XX Xxxxxxxxx Xxxx. Xxxx Xxxxxx
Xxxxxxxx, XX 0000 X. Xxxxx
Xxxxxxxx, XX
Xxxxx Dell
0000 XX Xxxxxxx 00 Xxxxxx
Xxxxxxxxx, XX 11565 SW Pacific Hwy.
Tigard, OR
Hollywood
Portland, OR Totem Lake
00000 000xx Xxxxxx XX
Xxxxxxxxxx Xxxxxxxx, XX
0000 X Xxxxxxxxxx Xxx.
Xxxxxxxx, XX White Center
0000 Xxxxxxx
Xxxx Xxxx Xxxxxxx, XX
00000 SE 82nd Ave.
Portland, OR Yakima
Yakima, WA
Lake City
00000 Xxxx Xxxx Xxx, XX
Xxxxxxx, XX
EXHIBIT B
REC LEASES
Burlingame
0000 XX Xxxxxx Xxxx.
Xxxxxxxx, XX
Gateway
0000 XX 000xx Xxxxxx
Xxxxxxxx, XX
Glisan
0000 XX Xxxxxx Xx.
Xxxxxxxx, XX
Gresham
0000 XX Xxxxxxxx Xx.
Xxxxxxx, XX
Hawthorne
0000 XX Xxxxxxxxx Xxxx.
Xxxxxxxx, XX
Xxxxx Dell
0000 XX Xxxxxxx 00
Xxxxxxxxx, XX
Interstate
0000 X Xxxxxxxxxx Xxx.
Xxxxxxxx, XX
Oak Grove
00000 XX XxXxxxxxxx Xxxx.
Xxxxxxxxx, XX
Peninsula
0000 X Xxxxxxx
Xxxxxxxx, XX
Raleigh Hills
0000 XX Xxxxxxx-Xxxxxxxxx Xxx.
Xxxxxxxx, XX
Rose City
Portland, OR
Southeast
0000 XX 00xx Xxx.
Xxxxxxxx, XX
Stadium
000 XX 00xx Xxxxx
Xxxxxxxx, XX
Swan Island
0000 X. Xxxxx
Xxxxxxxx, XX
Tigard
00000 XX Xxxxxxx Xxx.
Xxxxxx, XX
EXHIBIT C
REPLP PAD PROPERTIES
1. Xxxxxxx Xxxx Xxxxx Retail Development:
US Bank Pad
Burger King Pad
Newport Bay Pad
2. Clackamas Xxxx Xxxxx Retail Development:
US Bank Pad
Elmer's Pad
3. Tigard Xxxx Xxxxx Retail Development:
US Bank Pad
4. Xxxxxxx Xxxx Xxxxx Retail Development:
Billy's Big-O-Tires Pad
5. King Road Xxxx Xxxxx Retail Development:
First Interstate Bank Pad
Southgate Locksmith Pad
Property taxes related to these pad properties are the
responsibility of REPLP
EXHIBIT D
REC PAD PROPERTIES
1. Xxxxxxxxxx Xxxx Xxxxx Retail Development:
Burger King Pad
2. Raleigh Hills Xxxx Xxxxx Retail Development:
Quickstart pad (former Flying A Service Station)
Union 76 Station Pad
3. Beaverton Xxxx Xxxxx Retail Development:
Chevron Station Pad
Property taxes related to these pad properties are the
responsibility of REC.
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SECOND LEASE MODIFICATION AGREEMENT
THIS SECOND LEASE MODIFICATION AGREEMENT (this "Agreement") is made
and entered into this 12th day of October, 1995, by and between REAL ESTATE
PROPERTIES LIMITED PARTNERSHIP, an Oregon limited partnership ("Landlord"),
and XXXX XXXXX, INC., a Delaware corporation ("Tenant").
R E C I T A L S
A. As of October 22, 1986, Landlord (formerly Xxxx Xxxxx Real Estate
Properties, Ltd.) and Tenant entered into a lease for the real property located
at 0000 X.X. Xxxxxxxx Xxxx, Xxxxxxx, Xxxxxx, and more particularly described in
the lease. The lease was amended by Lease Modification Agreement dated February
7, 1992 (as amended, the "Lease").
B. Landlord and Tenant desire to further amend and modify the Lease as
set forth below.
NOW, THEREFORE, in consideration of the foregoing facts and for good
and valuable consideration, the receipt and adequacy of which are hereby
acknowledged, Landlord and Tenant hereby amend and modify the Lease as
follows:
1. Exhibit A. Exhibit A to the Lease is hereby deleted and Exhibit A-I,
attached hereto and incorporated by reference, is substituted in lieu thereof.
2. Effective Date. This Agreement shall be effective as of the date first
above written.
3. Ratification. Except as herein modified the Lease shall remain in full
force and effect and is hereby ratified and affirmed.
4. Successors and Assigns. This agreement shall bind and inure to the
benefit of each of the parties hereto and their respective successors and
assigns.
IN WITNESS WHEREOF, the parties have duly executed this Agreement
effective as of the date first above written.
LANDLORD:
REAL ESTATE PROPERTIES
LIMITED PARTNERSHIP,
an Oregon limited partnership
By FMGP Associates,
an Oregon limited partnership,
Its General Partner
By FMGP Incorporated,
a Delaware corporation,
Its General Partner
By XXXXX X. XXXXX
-------------------------------------------
Xxxxx X. Xxxxx
-------------------------------------------
(typed or printed name)
Its Vice President
---------------------------------------
(Signatures continued on following page)
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TENANT:
XXXX XXXXX, INC.,
a Delaware corporation
By XXXXX X. XXXXXX
-------------------------------------------
Xxxxx X. Xxxxxx
-------------------------------------------
(typed or printed name)
Its Senior Vice President
---------------------------------------
LEGAL DESCRIPTION
A tract of land in Section 11, Township 1 South, Range 3 East of
the Willamette Meridian, in the City of Xxxxxxx, County of
Multnomah and State of Oregon described as follows:
Beginning at a point on the westerly line of that tract of land
described in Book 2191, page 341, Multnomah County Record of
Deeds, 5.00 feet southerly from the southerly right-of-way line
of Bull Run Road, said point bears South 2 degrees 44' 22" West
14.47 feet and South 87 degrees 15' 38" East 252.33 feet South 89
degrees 38' 02" East 434.96 feet from the Northeast corner of the
X.X. Xxxxxxx Donation Land Claim, Township 1 South, Range 3 East,
Willamette Meridian, Multnomah County, Oregon:
Thence South 0 degrees 30' 55" East 185.19 feet to the
southwesterly corner of that tract of land described in Book
2191, page 341, Multnomah County Record of Deeds;
Thence South 89 degrees 38' 35" East 404.95 feet to a point
situated North 89 degrees 38' 35" West 20.00 feet from the East
line of that tract of land described in PS Miscellaneous Book
188, page 511, Multnomah County Record of Deeds; thence South 0
degrees 27' 56" East 190.00 feet to a point; thence South 21
degrees 30' 03" East 334.70 feet to a point; thence South 32
degrees 04' 14" East 220.83 feet to a 1-inch iron pipe on the
westerly boundary of that tract of land described in PS Deed Book
990, page 130; thence South 0 degrees 28' 16" East 661.58 feet
along said boundary line to the Northeast corner of that tract of
land described in Volume 1106 page 283, Multnomah County Book of
Deed Records; thence North 71 degrees 51' 12" West, conincident
with the northerly line of the aforementioned described tract,
122.03 feet to a point; thence North 0 degrees 28' 31" West
427.13 feet to a point; thence South 89 degrees 29' 30" West
252.94 feet to a point; thence South 60 degrees 57' 27" West
235.66 feet to the easterly right-of-way line of X.X. Xxxxxxxx
Road; thence northwesterly along said right-of-way as follows:
North 39 degrees 07' 34" West 299.29 feet along the Northeast
boundary of that parcel of land described in Book 1701, page 3,
Deed Records, and North 28 degrees 49' 10" West 116.95 feet and
northwesterly along the arc of a 5,809.58-foot radius curve left,
of which the long chord bears North 29 degrees 50' 21" West
226.35 feet and North 58 degrees 59' 11" East 10.00 feet and
northwesterly along the arc of a 5,819.58-foot radius curve left,
of which the long chord bears North 32 degrees 47' 02" West
371.74 feet to the intersection of the easterly right-of-way line
of East Xxxxxxxx Road and the southerly right-of-way line of
Third Street; thence northeasterly along the southerly right-of-
way line of Third Street as follows: Northeasterly along the arc
of a 1,732.77-foot radius curve left, the long chord bears North
48 degrees 06' East 246.87 feet; North 44 degrees 00' 53" East
163.77 feet, northeasterly along the arc of a 211.00-foot radius
curve right of which the long chord bears North 60 degrees 56'
29" East 122.86 feet, South 89 degrees 38' 02" East 70.65 feet to
the point of beginning.
Exhibit A-I
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SECOND LEASE MODIFICATION AGREEMENT
THIS SECOND LEASE MODIFICATION AGREEMENT (this "Agreement") is made
and entered into this 12th day of October, 1995, by and between REAL ESTATE
PROPERTIES LIMITED PARTNERSHIP, an Oregon limited partnership ("Landlord"),
and XXXX XXXXX, INC., a Delaware corporation ("Tenant").
R E C I T A L S
A. As of October 22, 1986, Landlord (formerly Xxxx Xxxxx Real Estate
Properties, Ltd.) and Tenant entered into a lease for the real property located
at 00000 X.X. 00xx Xxxxx, Xxxxxxxxx, Xxxxxx, and more particularly described in
the lease. The lease was amended by Lease Modification Agreement dated
February 7, 1992 (as amended, the "Lease").
B. Landlord and Tenant desire to further amend and modify the Lease as set
forth below.
NOW, THEREFORE, in consideration of the foregoing facts and for good
and valuable consideration, the receipt and adequacy of which are hereby
acknowledged, Landlord and Tenant hereby amend and modify the Lease as
follows:
1. Exhibit A. Exhibit A to the Lease is hereby deleted and Exhibit
A-I, attached hereto and incorporated by reference, is substituted in lieu
thereof.
2. Effective Date. This Agreement shall be effective as of the date
first above written.
3. Ratification. Except as herein modified the Lease shall remain in
full force and effect and is hereby ratified and affirmed.
4. Successors and Assigns. This agreement shall bind and inure to the
benefit of each of the parties hereto and their respective successors and
assigns.
IN WITNESS WHEREOF, the parties have duly executed this Agreement
effective as of the date first above written.
LANDLORD:
REAL ESTATE PROPERTIES
LIMITED PARTNERSHIP,
an Oregon limited partnership
By FMGP Associates,
an Oregon limited partnership,
Its General Partner
By FMGP Incorporated,
a Delaware corporation,
Its General Partner
By XXXXX X. XXXXX
------------------------------------
XXXXX X. XXXXX
------------------------------------
(typed or printed name)
Its VICE PRESIDENT
--------------------------------
(Signatures continued on following page)
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TENANT:
XXXX XXXXX, INC.,
a Delaware corporation
By XXXXX X. XXXXXX
------------------------------------
XXXXX X. XXXXXX
------------------------------------
(typed or printed name)
Its SENIOR VICE PRESIDENT
--------------------------------
Property No./Code: 004-01/CK-1
Clackamas, OR
LEGAL DESCRIPTION
2. IN THE COUNTY OF CLACKAMAS AND STATE OF OREGON
A tract of land located in the southwest one-quarter of Section 9, T.
2 S., R. 2 E., of the X. X., and the northwest one-quarter, Section
16, T. 2 S., R. 2 E., of the X. X., described as follows:
Beginning at a point on the westerly right-of-way of 82nd Drive
(Cascade Highway) and the southerly boundary line of that tract of
land described in Fee No. 70 20685, said point bears North 87 degrees
46' 28" West 30.02 feet and South 04 degrees 18' 02" West 80.15 feet
from the one-quarter corner between Sections 9 and 16, T. 2 S., R. 2
E., of the X. X.; thence North 88 degrees 40' 53" West 603.69 feet
along said southerly boundary and parallel with the south line of
Roots Addition to Marshfield, Clackamas County, Oregon, to a point on
the easterly right-of-way line of Interstate Highway 205 (I-205);
thence along said Easterly right-of-way line the following bearings
and distances: along the arc of a spiral curve offset in an easterly
direction, 135.00 feet distance from the reference spiral defined as
being 500 feet in length, having a central angle of 3 degrees 45' and
on "a" value of 0.3 (the offset spiral chord bears North 13 degrees
43' 46" East 210.12 feet) to the point of change from spiral to
circular curve along the arc of a 3,954.72 foot curve left (the long
chord bears North 10 degrees 58' 32" East 197.47 feet) through a
central angle of 2 degrees 51' 41" 197.50 feet to a point situated
135.00 feet easterly on a radial line from OSHD reference line of
I-205 Engineers' Station 542+50, North 15 degrees 11' 42" East 262.50
feet to a point situated 170.00 feet easterly on a radial line from
said reference line at I-205 Engineers' Station 540+00, North 12
degrees 13' 43" East 517.40 feet to the point of intersection of said
easterly right-of-way with the north right-of-way of Roots Xxxxxxx
Road (vacated), vacation of said street recorded in Book 661, page
828, Deed Records; thence along said North right-of-way and North
right-of-way extended South 88 degrees 40' 53" East 251.01 feet to a
point which lies North 88 degrees 40' 53" West, a distance of 97.02
feet from said Southeast 82nd Drive Westerly right of way line; thence
South 0 degrees 13' 31" West parallel with said westerly right of way
line, a distance of 281.00 feet; thence South 88 degrees 40' 53" East
parallel with said north right of way line, a distance of 85.02 feet
to a point which lies Westerly, a distance of 12.00 feet from said
westerly right of way line; thence North 0 degrees 13' 31" East
parallel with said westerly right of way line, a distance of 155.94
feet; thence along the arc of a 208.33 foot radius curve to the right
(the long chord of which bears North 7 degrees 07' 03" East, a
distance of 50.00 feet) through a central angle of 13 degrees 47' 03"
an arc distance of 50.12 feet; thence along the arc of a 208.33 radius
curve to the left (the long chord of which bears North 7 degrees 07'
03" East, a distance of 50.00 feet) through a central angle of 13
degrees 47' 03" an arc distance of 50.12 feet to a point on said
westerly right of way line which lies South 0 degrees 13' 31" West, a
distance of 25.55 feet from the north right of way line of said
Roots-Xxxxxxx Road; thence South 0 degrees 13' 31" West along said
westerly right of way line, a distance of 1057.37 feet to an angle
point; thence continuing along said westerly right xx xxx xxxx Xxxxx 0
degrees 18' 02" West, a distance of 80.15 feet to the point of
beginning.
Exhibit A-I
