SECOND EXTENSION AGREEMENT

 

                         SECOND EXTENSION AGREEMENT

DATE:      Effective as of August 28, 1998

PARTIES:   Tigard-Tualatin School District 23J                          "TTSD"
           and
           Eagle Hardware & Garden, Inc.                               "Eagle"

RECITALS:

      A.  TTSD and Eagle entered into an Agreement to Lease dated April 30, 
1997, (the "Agreement") covering certain real property in Tigard, Oregon (the 
"10.5-acre parcel") and a Put to Lease Property dated April 30, 1997, (the 
"Put") covering certain other adjoining real property in Tigard, Oregon (the 
"1.52-acre parcel").

      B.  TTSD and Eagle thereafter entered into an extension agreement 
("First Extension Agreement") effective August 30, 1997, that confirmed the 
exercise of the Put, extended certain of Eagle's deadlines, and required 
Eagle to pay a $190,000 nonrefundable fee.

      C.  In recent weeks, Eagle has concluded that it will take the City of 
Tigard several additional weeks to determine if, and under what conditions, 
the City will issue the permits and approvals Eagle requires to develop the 
10.5-acre parcel and 1.52-acre parcel. As a consequence, Eagle has requested 
that TTSD extend certain of its deadlines in accordance with this Second 
Extension Agreement.

      D.  TTSD and Eagle each desire to successfully enter into and conclude 
the leases of the 10.5-acre and 1.52-acre parcels from TTSD to Eagle and 
understand the need to extend the deadlines as hereinafter described.

AGREEMENT:

      In consideration of the mutual covenants set forth below, TTSD and 
Eagle agree as follows:

      1.  EXTENSION REGARDING EAGLE'S SOLE REMAINING CONDITION. Provided that 
the $100,000 is remitted to TTSD in accordance with Section 3 below, the 
August 29, 1998, deadline for Eagle's waiver or satisfaction of the condition 
set forth in Section 3(b)(iii) of the Agreement is hereby extended until 
10 a.m. on November 2, 1998.

      2.  CLOSING.  Provided that the $100,000 is remitted to TTSD in 
accordance with Section 3 below, (a) the Closing shall occur at or before 
5 p.m. on November 2, 1998, and (b) the dates of September 19, 1997, October 
20, 1997, and November 21, 1997, set forth in Section 8 of the Agreement are 
hereby modified to the

                                      - 1 -

effect that the sole specified date for the Closing is "at or before 5 p.m. 
on November 2, 1998."

      3.  PAYMENT OF ADDITIONAL NONREFUNDABLE FEE.  First American Title 
Insurance Company of Oregon is currently holding no less than $110,000 cash 
in escrow for this transaction.  Eagle shall have until 5 p.m. on September 
1, 1998, to cause First American to remit $100,000 of the $110,000 to TTSD as 
a nonrefundable fee designed solely to compensate TTSD for postponing the 
deadlines as described in this Second Extension Agreement and agreeing to 
keep the 10.5-acre parcel and 1.52-acre parcel off the market between August 
29, 1998, and November 2, 1998. (TTSD shall cooperate with Eagle in causing 
First American to remit the $100,000 to TTSD on or before September 1, 1998.) 
Eagle agrees that this fee is not a penalty, that this fee is fair and 
reasonable compensation for postponing the deadlines as described above and 
agreeing to keep the property off the leasehold market, and that this fee is 
nonrefundable. Provided that the $100,000 is remitted to TTSD by September 1, 
1998, and the Closing occurs in accordance with the Agreement (as modified by 
the First Extension Agreement and by this Second Extension Agreement), TTSD 
shall credit the $100,000 to Eagle as prepaid rent for the 10.5-acre parcel. 
If Eagle fails to cause the $100,000 to be remitted to TTSD by 5 p.m. on 
September 1, 1998, the Agreement and Put shall have no further force or 
effect.

      4.  SUPPLEMENTAL EXTENSION FEE.  At Closing, the parties shall 
calculate a supplemental extension fee by assuming that they had closed on 
October 17, 1998, and computing the ground rent that would have accrued under 
the two ground leases from October 17, 1998, through the actual date of 
Closing. That amount shall then be divided in half, and Eagle shall remit 
that sum (i.e., the imputed ground rent divided by two) to TTSD at Closing as 
a supplemental extension fee. The supplemental extension fee is in addition 
to the sum described in Section 3 above and shall not be credited as prepaid 
rent.

      5.  REMAINDER OF AGREEMENT.  In all other respects, the terms and 
conditions of the Agreement and the Put (as previously modified by the First 
Extension Agreement) shall remain in full force and effect.

TIGARD-TUALATIN SCHOOL DISTRICT 23J    EAGLE HARDWARE & GARDEN, INC.

      Patricia N. Biggs

By   /s/ Patricia N. Biggs              By  /s/ Paul B. Morris
    ---------------------------------      -----------------------------------
       Chair of the School Board               Paul B. Morris
                                               Vice President

      Russell A. Joki

By   /s/ Russell A. Joki              
    ---------------------------------      -----------------------------------
        Superintendent

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Basic Info X:

Name: SECOND EXTENSION AGREEMENT
Type: Second Extension Agreement
Date: Dec. 9, 1998
Company: EAGLE HARDWARE & GARDEN INC/WA/
State: Washington

Other info:

Date:

  • August 28 , 1998
  • April 30 , 1997
  • August 30 , 1997
  • September 19 , 1997
  • October 20 , 1997
  • November 21 , 1997
  • August 29 , 1998
  • November 2 , 1998
  • September 1 , 1998
  • October 17 , 1998

Organization:

  • Tigard-Tualatin School District
  • Eagle Hardware & Garden , Inc.
  • City of Tigard
  • Second Extension Agreement
  • First American Title Insurance Company of Oregon
  • First Extension Agreement
  • SCHOOL DISTRICT 23J EAGLE HARDWARE & GARDEN
  • School Board Paul B. Morris

Location:

  • Tigard
  • Oregon

Money:

  • $ 190,000
  • $ 110,000
  • $ 100,000

Person:

  • Patricia N. Biggs
  • Paul B. Morris
  • Russell A. Joki By s Russell A. Joki

Time:

  • 5 p.m.