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AMENDMENT NO. 1 TO PURCHASE AND SALE AGREEMENT This Amendment No. l("Amendment") is made by and between Chevron U.S.A., Inc., a Pennsylvania corporation ("Seller"), and Marion County, a body politic incorporated in the State of Oregon (hereinafter "Buyer"), together hereinafter referred to as the "Parties", to that Purchase and Sale Agreement between them dated the 16th of November, 1994 (the "Agreement"). l. By letter dated May 13, 1997, Buyer gave notice to Seller that it was exercising the option reserved in Paragraph 11E of the Agreement. Since that date the Parties have been negotiating for the purpose of deternuning their respective responsibilities under Paragraph 11 of the Agreement. The purpose of this Amendment is to document the final resolution of the dispute and the agreement reached between the Parties with respect to their obligations under Paragraph 11. 2. On or before September 12, 1997, Seller shall, at its own expense, remove all wells and other equipment (including that referenced in Paragraph 11 G of the Agreement) in full compliance with all applicable laws and regulations. 3. Seller shall pay Buyer the sum of Ninety Thousand Dollars ($90,000) on or before the date of September 12, 1997, as payment in full and satisfaction of Seller's obligation to pay: i) a portion of the cost of remediation pursuant to Paragraph 11. of the Agreement; and ii] costs associated with the former waste oil tank referred to in Chevron's Corrective Action Plan of March 1991 (hereinafter "Waste Oil Costs"). Waste Oil Costs shall include but not be limited to the costs of removal and disposal of contaminated soil and overburden, soil sampling, analytical work, regulatory reporting, and the percentage of the overall remediation project costs (e.g., mobilization costs) that are attributable to contamination from the former waste oil tank. 4. As of September 12, 1997, Buyer agrees to fully and finally release and discharge Seller from any and all obli~ation of any kind under the terms of the Agreement relating to Covered Contamination as defined therein, and any obligation relating to Waste Oil Costs. Buyer further agrees to indemnify, defend, and hold harmless Seller from and against all claims, demands, losses, liens, liabilities, penalties, fines, lawsuits, orders, and other proceedings, and //// //// //// //// Amendment No. 1. To Purchase and Salz AaCeemtnt 595 Court Street, Salem, OR (ss~9-100Q) 8?5.97