WWW.EXFILE.COM, INC. -- 13510 -- SCHNITZER STEEL INDUSTRIES, INC. -- EXHIBIT 10.1 TO FORM 8-K



EXHIBIT 10.1

PURCHASE AND SALE AGREEMENT

 


	
      EFFECTIVE DATE:
	
      May 4, 2005
	
       

	
      BETWEEN:
	
      Schnitzer Investment Corp., an Oregon
    corporation


	
      ( Seller )

	
      AND:
	
      Schnitzer Steel Industries, Inc., an Oregon
      corporation


	
      ( Buyer )




Recitals:

A.   Seller owns
(i) the real property located in the City of Portland, Multnomah County, Oregon
legally described on the attached Exhibit
A, (ii) all appurtenances related thereto (including
easements described on the attached Exhibit
A), (iii) the buildings located thereon, (iv) all
personal property, if any, of Seller used in the management and operation of the
real property, and (v) any transferable government licenses and permits of
Seller to the extent pertaining to the real property (the
 Property ).

B.   Buyer leases
substantially all of the Property pursuant to that certain SSI International
Terminals Lease Agreement dated September 1, 1988, as amended by an Amendment to
Lease dated July 2, 1990, a Second Amendment to Lease dated
October 28, 1994, a Third Amendment to Lease dated February, 1998, a Fourth
Amendment to Lease dated July 1, 1998, a Fifth Amendment to Lease dated
July 9, 2001, and a Sixth Amendment to SSI International Terminals Lease
Agreement dated August 7, 2003 (collectively, the  SSI Lease ).

C.   Seller
desires to sell the Property to Buyer and Buyer desires to acquire the Property
on the terms and conditions contained herein.

Agreements:

NOW, THEREFORE, in consideration of the mutual promises of the parties
set forth below, Seller and Buyer agree as follows:


	
      SECTION 1
	
      PURCHASE AND SALE




Seller agrees to sell the Property to Buyer and Buyer agrees to purchase
the Property from Seller, all on the terms and conditions set forth in this
Purchase and Sale Agreement (the  Agreement ). This Agreement shall be effective
(the  Effective Date ) as of the date first written above.


	
      SECTION 2
	
      PURCHASE PRICE, PAYMENT

	
       
	
      2.1
	
      Purchase Price
	
       

				



Buyer agrees to pay as the purchase price for the Property the sum of
Twenty Million Dollars ($20,000,000.00) (the  Purchase Price ), subject to any
adjustments and credits set forth in this Agreement.


	
      2.2
	
      Payment of Purchase Price




The Purchase Price shall be paid as follows:

2.2.1Three (3) business days
after mutual execution of this Agreement, Buyer shall deliver to Chicago Title
Insurance Company, 888 SW Fifth Avenue, Suite 930, Portland, OR 97204, Attention
Malcom Newkirk (the  Title Company ) an earnest money deposit (the  Deposit ) of
Two Hundred Fifty Thousand Dollars ($250,000.00) in the form of cash to be held
in escrow by the Title Company.

 

 


	
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2.2.2On the Closing Date, Buyer
shall pay Seller cash in the amount of the Purchase Price (and Buyer shall
receive a credit in the amount of the Deposit and all interest earned
thereon).


	
      SECTION 3
	
      CONDITIONS
	
       

	
       
	
      3.1
	
      Buyer Accepts the Condition of the Property

				



3.1.1Buyer acknowledges that
Buyer has been in possession of substantially all of the Property for many years
and is familiar with the condition of the Property, including, without
limitation, matters related to zoning, soils, wetlands, engineering, and
environmental issues and the physical condition of all improvements on the
Property. Therefore, Buyer is buying the Property without any contingency
related to the condition of the Property.

3.1.2Notwithstanding Buyer s
acquisition of the Property without any contingency related to the condition of
the Property, Seller shall make available to Buyer at the offices of Seller all
information regarding the Property that, to Seller s knowledge (as defined
below), is in Seller s possession or control; provided, however, except as
otherwise expressly stated in this Agreement, Seller is making no representation
with respect to such documents and information and Buyer assumes and accepts the
entire responsibility for interpreting and assessing the information
provided.


	
      3.2
	
      Title Report




Seller has provided to Buyer a preliminary title report for the Property
(the  Title Report ) from the Title Company. Attached as Exhibit C are the permitted title exceptions (the
 Permitted Exceptions ) that are to be attached to the Deed (as defined below).
The Tract A Declaration included as part of the Permitted Exceptions shall be in
the form attached as Exhibit D, the Southern Roadways Declaration included as part of the Permitted
Exceptions shall be in the form attached as Exhibit
E, the Railroad Declaration included as part of the
Permitted Exceptions shall be in the form attached as Exhibit F, and the Storm Drain Easement
Declaration shall be in the form attached as Exhibit
J.


	
      3.3
	
      Estoppel Certificates




Although not a condition to Buyer s obligation to purchase the Property,
Seller shall use commercially reasonable efforts (at no cost to Seller) to
obtain such estoppel certificates as Buyer shall reasonably request with respect
to any contracts related to the property to be assigned by Buyer on the Closing
Date.


	
      SECTION 4
	
      CLOSING
	
       

	
       
	
      4.1
	
      Manner of Closing

				



The closing of the purchase and sale of the Property will occur in an
escrow to be administered by the Title Company. The parties agree to provide the
Title Company with escrow instructions consistent with the terms of this
Agreement.


	
      4.2
	
      Closing Date




The closing date shall occur on or before ten (10) days after mutual
execution of this Agreement (the  Closing Date ).


	
      4.3
	
      Documents to Be Deposited Into Escrow by
  Seller




On or before the Closing Date, Seller shall deposit into
Escrow:

4.3.1An executed and acknowledged
statutory special warranty deed (the  Deed ) conveying the real property to
Buyer, in a form reasonably acceptable to Buyer.


	
      4.3.2
	
      One executed and acknowledged Tract A Declaration.
	
       

	
      4.3.3
	
      One executed and acknowledged Southern Roadway
      Declaration.

	
      4.3.4
	
      One executed and acknowledged Railroad Declaration.
	
       

				



4.3.5Two executed counterparts of
a lease termination agreement in the form of the attached Exhibit G (the  Lease Termination
Agreement ), terminating the SSI Lease.

 

 


	
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4.3.6Two executed counterparts of
an assignment and assumption of agreements in the form of the attached
Exhibit H (the  Assignment
of Prior Agreements ).


	
      4.3.7
	
      An executed certificate of non-foreign person (the  FIRPTA
      Certificate ).




4.3.8An executed certificate
verifying that all of the representations of Seller in Section 5.1, as may be
modified therein, are true and correct in all material respects as of the
Closing Date.

4.3.9An executed Easement for the
benefit of Buyer with PGE in a form reasonably acceptable to Buyer and PGE (the
 PGE Easement ), if not previously recorded.


	
      4.3.10
	
      One executed and acknowledged Storm Drain Easement
      Declaration.




4.3.11              An executed Parking Easement for the benefit of Lampros Steel, Inc. in a
form reasonably acceptable to Buyer and Lampros Steel, Inc. (the  Lampros
Parking Easement ), if not previously recorded.


	
      4.4
	
      Documents and Sums to Be Deposited Into Escrow by
      Buyer




On or before the Closing Date, Buyer shall deposit into
Escrow:

4.4.1Such funds (by wire
transfer) as are necessary to complete payment of the Purchase Price in
accordance with Section 2.2 of this Agreement and to pay Buyer s portion of the
closing costs.


	
       
	
      4.4.2
	
      Two executed counterparts of the Lease Termination
      Agreement.
	
       

	
       
	
      4.4.3
	
      Two executed counterparts of the Assignment of Prior
      Agreements.

	
      4.5
	
      Close of Escrow
	
       

					



On the Closing Date, the Title Company shall:

4.5.1Cause the PGE Easement
(unless previously recorded), the Lampros Parking Easement (unless previously
recorded), the Tract A Declaration, the Southern Roadway Declaration, the
Railroad Declaration, the Storm Drain Easement Declaration, and the
Deed, in that order, to be
recorded in the Official Records of Multnomah County, Oregon;

4.5.2Deliver the Purchase Price
and one executed counterpart of the Lease Termination Agreement and the
Assignment of Prior Agreements to Seller;


	
      4.5.3
	
      Deliver to Buyer the following:
	
       

	
       
	
      (a)
	
      the Buyer s Title Policy (as defined below);

				



(b)     one executed counterpart of the Lease Termination Agreement and the
Assignment of Prior Agreements; and


	
       
	
      (c)
	
      the FIRPTA Certificate.
	
       

	
      4.5.4
	
      Deliver to Seller the Seller s Title Policy (as defined
      below).

				



4.5.5Promptly after closing, the
Title Company shall deliver to each of Buyer and Seller an accounting of all
funds received and disbursed and copies of all executed and recorded or filed
documents deposited with the Title Company with the recording or filing
information noted on such documents.


	
      4.6
	
      Title Insurance




4.6.1On the Closing Date, the
Title Company shall issue to Buyer an ALTA owner s policy of title insurance
(the  Buyer s Title Policy ), insuring Buyer as the owner of the Property
subject only to non-delinquent real property taxes and assessments and the
Permitted Exceptions. The Buyer s Title Policy shall have a liability limit
equal to Purchase Price. Seller shall pay the premium for standard current form
coverage, but Buyer shall pay all costs and expenses, including title insurance
premiums, in obtaining any extended ALTA coverage and any title endorsements
obtained by Buyer.

 

 


	
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4.6.2On the Closing Date, the
Title Company shall issue to Seller a seller s policy of title insurance, in the
amount of the Purchase Price, in a form and substance satisfactory to Seller
(the  Seller s Title Policy ) and Seller shall pay the premium for such
policy.


	
      4.7
	
      Closing Costs




The following closing costs shall be paid by the parties as follows: (i)
Buyer shall pay: one-half of the Title Company s escrow fee and the recording
fees for the Deed, and (ii) Seller shall pay one-half of the Title Company s
escrow fee and all recording fees for all documents other than the
Deed.


	
      4.8
	
      Prorations




4.8.1The Title Company shall NOT
prorate real property taxes and assessments on the Closing Date as such taxes
and assessments are payable by Buyer under the SSI Lease.

4.8.2Rent payable under the SSI
Lease and all items of income or expense from the operation of the Property
shall be prorated in escrow, as of the Closing Date.


	
      SECTION 5
	
      WARRANTIES
	
       

	
       
	
      5.1
	
      Seller s Warranties

				



Seller hereby represents and warrants as follows:

5.1.1All requisite corporate
action has been taken by Seller in connection with entering into this Agreement,
the instruments and documents referenced herein, and the consummation of the
transaction contemplated hereby. No consent of any member, partner, shareholder,
trustee, trustor, beneficiary, creditor, investor, judicial or administrative
body, governmental authority or other party is required for Seller to consummate
the transaction contemplated by this Agreement.

5.1.2The individuals executing
this Agreement and the instruments and documents referenced herein on behalf of
Seller have the legal power, right, and actual authority to bind Seller to the
terms and conditions hereof and thereof.

5.1.3There are no pending or, to
Seller s knowledge, threatened (in writing) actions, suits, arbitrations, claims
or proceedings affecting all or any portion of the Property relating to the
ownership, use or operation of the Property. Except as described in Section 5.8,
Seller is not involved in any dispute with any governmental entity relating to
the use or operation of the Property.

5.1.4Seller has not received
written notice of any planned condemnation action that would materially
adversely affect the use of the Property for its intended uses.

5.1.5Except as described in
Section 5.8, Seller has not received any written notices from any governmental
entity that the Property is in violation of any applicable law, rule or
regulation and such violation has not been cured, and to Seller s knowledge,
Seller has not received any written notice of any such violation of any
applicable law, rule or regulation other than any such notice for which Buyer
was an addressee.

5.1.6At the Closing, there will
be no service agreements, maintenance or repair contracts, on-site property
management contracts, leasing listing or brokerage agreements, contracts for the
purchase or delivery of labor, services, materials, goods, inventory or
supplies, equipment rental agreements or leases, or other similar contracts or
agreements (whether oral or written) which affect or will affect the Property or
which will be obligations of Buyer or the Property or any portion thereof
following the Closing other than the agreements to which: (i) Buyer is a party,
(ii) are terminable upon thirty (30) days prior written notice, or (iii) are
Permitted Exceptions or are specifically assigned to Buyer under Exhibit H. All
such agreements are in full force and effect, shall not be modified by Seller
prior to the Closing, and, to Seller s knowledge, no default exists
thereunder.

5.1.7Seller has not entered into
any contracts for the sale of the Property or any portion thereof.

5.1.8Seller is not a  foreign
person  within the meaning of Section 1445(f)(3) of the Internal Revenue Code of
1986, as amended.

 

 


	
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5.1.9To Seller s knowledge,
Seller has provided Buyer access to all files in Seller s possession containing
documents regarding the condition of the Property.

5.1.10              The express representations and warranties made by Seller in this Section
5.1 are in addition to any other representations or warranties of Seller made
elsewhere herein. All representations and warranties, as modified, supplemented
or updated by the Seller s Certificate, shall be continuing and shall be true
and correct as of the Closing with the same force and effect as remade by Seller
at that time; provided, however, if Seller becomes aware after the date of this
Agreement that any representation by Seller is untrue in any material respect,
Seller may give Buyer written notice of such change in Seller s representation
and Buyer shall have seven (7) days after the date of such notice to terminate
this Agreement by written notice to Seller and receive a refund of the Deposit,
but the failure of Buyer to timely terminate this Agreement shall be deemed a
modification of such representation and Seller shall only be obligated to remake
such representation at Closing as so modified. The truth and accuracy of the
representations and warranties made by Seller in this Section 5.1 shall
constitute a condition to the Closing, shall not merge into the execution and
delivery of the Deed and shall survive the Closing for a period of one (1) year
from and after the Closing and shall automatically expire upon the expiration of
such one (1) year period unless prior thereto Buyer has delivered written notice
to Seller of a breach or claim thereunder.  Seller s knowledge  should be
defined as the actual knowledge of Susan Davidson after a reasonable
investigation of Seller s files, but Susan Davidson shall have no personal
liability for the inaccuracy of any representations or warranties.


	
      5.2
	
      Buyer s Warranties




Buyer hereby represents and warrants that Buyer has full power and
authority to enter into and perform this Agreement in accordance with its terms,
and all requisite action will have been taken by Buyer in connection with the
execution of this Agreement and the transactions contemplated hereby.


	
      5.3
	
      Seller s Disclaimer and
Disclosure




5.3.1Except as expressly set
forth in Section 5.1, no warranties, guarantees or representations have been or
are being made by Seller or any agent or representative of Seller concerning:
the financial and operating records of the Property; any governmental permits or
approvals obtained or to be obtained in connection with Buyer s use of the
Property; the suitability of the Property for Buyer s intended use; the physical
condition of the Property; the compliance of the Property with any past or
present zoning, land use, building, fire, safety, environmental or other
ordinances, restrictions, laws and regulations; the sub-surface condition of the
Property; or the presence of any material in, under, or on the Property which is
regulated by any ordinance, regulation or law.

5.3.2The Property is located
within the area listed by the United States Environmental Protection Agency on
the Comprehensive Environmental Response, Compensation and Liability Act
( CERCLA ) National Priorities List and thus is within a Superfund
Site.

5.3.3The Property is located in
flood zone  B,  as designated by the Federal Emergency Management
Agency.


	
      5.4
	
      Buyer s Acknowledgment




5.4.1Buyer shall maintain strict
confidentiality with respect to any of Seller s documents so provided except to
the extent (i) already in Buyer s possession or (ii) Buyer is obligated to
disclose the information by any court, tribunal of competent jurisdiction or
under any securities laws applicable to Buyer, and, shall return such documents
(uncopied) to Seller in the event escrow fails to close. Seller may specifically
enforce this Section 5.4.1 to prevent Buyer s breach of this confidentiality
covenant.

5.4.2Buyer accepts the Property
in its present condition,  AS IS, WITH ALL FAULTS  without any representations
or warranties by Seller or any agent or representative of Seller, expressed or
implied, except as set forth in Section 5.1. Buyer acknowledges that Buyer has
ascertained for itself the value and condition of the Property and Buyer is not
relying on, nor has Buyer been influenced by, any representation of Seller or
any agent or representative of Seller regarding the value, condition, or any
aspect of the Property. Buyer acknowledges that it has had every opportunity to
conduct whatever inspection, test, or analysis of the Property that Buyer deemed
to be relevant to Buyer s decision to purchase the Property. Buyer expressly
waives any right of rescission and all claims for damages by reason of any
statement, representation, warranty, promise and/or agreement, if any, not
specifically set forth in this Agreement.


	
      5.5
	
      Release of Seller by Buyer




 

 


	
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Buyer hereby releases Seller, Seller s partners, employees, and agents,
and their respective heirs, successors, personal representatives and assigns,
from and against any and all suits, causes of action, legal or administrative
proceedings, claims, demands, actual damages, punitive damages, losses, costs,
liabilities, interest, attorneys  fees and court costs and expenses of whatever
kind and nature, in law or in equity, known or unknown, which Buyer may have and
which arise out of or are in any way connected with: (i) the use, maintenance,
condition, operation, ownership and possession of the Property after the Closing
Date, except for a breach of this Agreement by Seller; and (ii) the use,
generation, manufacture, storage, discharge, disposal or transportation of
Hazardous Materials on the Property after the Closing Date.  Hazardous
Materials  means: (a) any petroleum, including crude oil or any fraction
thereof, natural gas, natural gas liquids, liquefied natural gas or synthetic
gas usable for fuel, or any mixture thereof, flammable substances, explosives,
radioactive materials, hazardous wastes or substances, toxic wastes, wastes or
substances or any other materials or pollutants which: (i) pose a hazard to the
Property or to persons on or about the Property or (ii) cause the Property to be
in violation of any federal, state or local law, ordinance, regulation, code, or
rule relating to Hazardous Materials; (b) asbestos in any form which is or could
become friable, urea formaldehyde foam insulation, transformers or other
equipment which contain dielectric fluid containing levels of polychlorinated
biphenyls in excess of fifty (50) parts per million; and (c) any chemical,
material or substance defined as or included in the definition of  hazardous
substances,   hazardous wastes,   hazardous materials,   extremely hazardous
waste,   restricted hazardous waste,   waste  or  toxic substances  or words of
similar import under any applicable local, state or federal law or under the
regulations adopted or publications promulgated pursuant thereto.


	
      5.6
	
      Indemnity by Buyer




Buyer hereby agrees to indemnify, protect, defend and hold Seller,
Seller s employees and agents and their respective successors and assigns for,
from and against any suits, causes of action, legal or administrative
proceedings, claims, demands, actual damages, punitive damages, losses, costs,
liabilities, interest, attorneys  fees and court costs and expenses of whatever
kind asserted by a third party and which arise out of or are in any way
connected with: (i) the use, maintenance, operation, ownership or possession of
the Property after the Closing Date, and (ii) the use, generation, manufacture,
storage, discharge, disposal or transportation of Hazardous Materials on the
Property after the Closing Date. This indemnity shall survive the closing or the
termination of this Agreement.


	
      5.7
	
      Indemnity by Seller




Except to the extent arising out of the acts or omissions of Buyer or
Buyer s agents, employees, contractors or invitees, Seller hereby agrees to
indemnify, protect, defend and hold Buyer, Buyer s employees and agents and
their respective successors and assigns for, from and against any suits, causes
of action, legal or administrative proceedings, claims (both known and unknown),
demands, actual damages, punitive damages, losses, costs, liabilities, interest,
attorneys  fees and court costs and expenses (collectively,  Claims ) of
whatever kind asserted by a third party and which arise out of or are in any way
connected with the use (including, without limitation, the use, generation,
manufacture, storage, discharge, disposal, or transportation of Hazardous
Materials), maintenance, or operation of that certain portion of the Property
that portion of the Property located in Lot 2 depicted on the attached
Exhibit I to the extent such
Claims arise out of events occurring during the period beginning on March 1,
1998 and ending on the date of the Closing. This indemnity shall survive the
closing or the termination of this Agreement.


	
      5.8
	
      Division of State Lands




5.8.1The State of Oregon, through
the Division of State Lands (  DSL ), has put Buyer and Seller on notice that
DSL may have an ownership interest in portions of the Property that might have
been created by artificial means in certain formerly submerged or submersible
land adjacent to the Willamette River (the  Submerged Lands ). If Buyer acquires
the Property, then Seller shall, within a reasonable period after the Closing
Date, commence and thereafter diligently pursue discussions with DSL to obtain
an agreement from DSL relinquishing any claim DSL and the State of Oregon may
have to any portion of the Property, including the Submerged Lands.

5.8.2Buyer acknowledges that
Seller owns other real property that DSL claims has been created by artificial
means and agrees that Seller shall have the sole right, for a period of two (2)
years after the Closing Date (the  Outside Date ), to negotiate on Buyer s
behalf the financial terms by which DSL will relinquish any claim to the
Submerged Lands. If on the Outside Date Seller or DSL has commenced litigation
with respect to the status of the Submerged Lands and such litigation is still
pending on such date, the Outside Date shall be 

 


	
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extended to the date that is ninety (90) days after the date such
litigation has been finally resolved and all appeal periods have
expired.

5.8.3Buyer shall assist and
cooperate with Seller as reasonably required by Seller in connection with such
negotiations with DSL, but in no event may Buyer voluntarily have any direct or
indirect communications with DSL or any other agency of the State of Oregon with
respect to settlement of the dispute regarding ownership of the Submerged Lands
without the prior written consent of Seller, which consent may be withheld by
Seller in Seller s sole discretion. Seller shall pay all costs and expenses
incurred by Seller in connection with its negotiations with DSL.

5.8.4If prior to the Outside Date
Seller obtains an agreement from DSL and the State of Oregon to relinquish any
claim DSL and the State of Oregon may have to the Submerged Lands, such that
Buyer shall have marketable fee title to the entire Property, free and clear of
any claim of DSL or the State to the Submerged Land, Buyer shall pay the first
$250,000 of any amount payable to DSL and/or the State of Oregon in connection
with such agreement and Seller shall pay the balance of any amounts payable
under such agreement. If Seller is unable to obtain an agreement from DSL and
the State of Oregon to relinquish any claim DSL and the State of Oregon may have
to the Submerged Lands by the Outside Date, thereafter: (i) Buyer may contact
directly DSL and the State of Oregon regarding the relinquishment of any claim
DSL and the State of Oregon may have to the Submerged Lands, and (ii) Seller
shall indemnify Buyer for any and all amounts in excess of $250,000 that Buyer
reasonably incurs pursuing such a settlement, by way of litigation or otherwise,
including reasonable legal fees, expert fees, and other third party expenses,
and/or which Buyer is required to pay to DSL and the State of Oregon to
relinquish any claim DSL and the State of Oregon may have to the Submerged
Lands. Seller shall provide periodic reports, not less than quarterly, on the
status of negotiations with DSL and the State of Oregon.

5.8.5During each fiscal year
commencing with the end of the fiscal year during which Closing occurs and
continuing until the earlier of seven (7) years after Closing or the final
settlement of the DSL claims as described in this Section, Seller shall cause
its certified public accountant to notify Buyer, within ten (10) business days
after Seller s certified public accountant finalizes its annual audit of Seller,
whether Seller s net worth for such fiscal year is in excess of $50,000,000. In
the event such certified public accountant determines that Seller s net worth is
less than $50,000,000, Seller shall either: (1) deposit into an escrow account
for the benefit of Buyer cash, securities or cash equivalents in the sum of
$1,500,000, or (2) deliver to Buyer an irrevocable letter of credit in the
amount of $1,500,000. Such deposit by Seller shall be made within ten (10) days
after the date Buyer is notified that Seller s net worth is less than
$50,000,000 and shall be made to secure any obligation which Seller may have
under this Section. If thereafter Seller delivers to Buyer a notice from
Seller s certified public accountant that Seller s net worth is more than
$50,000,000, all amounts held in such escrow account (or the letter of credit,
if applicable), shall be released to Seller. The terms and provisions of this
Section 5.8 shall survive the Closing Date.


	
      SECTION 6
	
      BROKERAGE COMMISSIONS




Seller shall pay the brokerage commission payable to Norris Beggs &
Simpson pursuant to the terms of a separate agreement. Buyer shall protect,
defend, indemnify, and hold Seller harmless for, from and against any and all
other claims, liabilities or demands with respect to any fees or other
compensation asserted as a result of Buyer s actions in connection with this
Agreement. Seller shall protect, defend, indemnify, and hold Buyer harmless for,
from and against any and all claims, liabilities or demands with respect to any
fees or other compensation asserted as a result of Seller s actions in
connection with this Agreement. These indemnities shall survive the closing or
the termination of this Agreement.


	
      SECTION 7
	
      BREACH
	
       

	
       
	
      7.1
	
      Buyer s Failure to Close

				



In the event that Buyer is obligated to pay the Purchase Price and fails
to do so, then Seller, as its sole remedy, shall be entitled to retain the
Deposit.


	
      7.2
	
      Seller s Failure to Close




In the event that Seller is obligated to convey the Property to Buyer but
fails to do so, then Buyer, as its sole remedies, shall be entitled to specific
performance of this Agreement or return of the entire Deposit.


	
      SECTION 8
	
      GENERAL PROVISIONS

	
       
	
      8.1
	
      Assignment
	
       

				



 

 


	
      7




 







 

 

Buyer shall not assign, transfer or convey its interest in this Agreement
without Seller s prior written consent, which consent may be withheld in
Seller s sole discretion. Any attempted assignment without Seller s prior
written consent shall be void. Seller shall not assign its interest in this
Agreement without Buyer s prior written consent, which consent may be withheld
in Buyer s sole discretion except that no consent shall be required in
connection with an assignment by Seller as part of a 1031 exchange. Any
permitted transfer shall not relieve the assigning party from its liability
under this Agreement. Except as provided herein, this Agreement shall be binding
upon and inure to the benefit of any permitted assignee or successor in interest
to a party.


	
      8.2
	
      Notices




Notice may, unless otherwise provided herein, be given or served (a) by
certified mail, return receipt requested, with postage prepaid, (b) by
delivering the same to such party, or an agent of such party, in person or by
commercial courier, (c) by facsimile transmission, if the time of facsimile
delivery is confirmed by sender s receipt of a transmission report, generated by
sender s facsimile machine, which confirms that the facsimile was successfully
transmitted in its entirety and provided the facsimile was forwarded prior to
5:00 P.M., or (d) by depositing the same into custody of a nationally recognized
overnight delivery service. Notice given in any manner shall be effective only
if and when received by the party to be notified between the hours of 8:00 A.M.
and 5:00 P.M. of any business day with delivery made after such hours to be
deemed received the following business day. For the purposes of notice, the
addresses of Seller and Buyer shall, until changed as hereinafter provided, be
as set forth below. The parties hereto shall have the right from time to time to
change their respective addresses, and each shall have the right to specify as
its address any other address within the United States of America by at least
five (5) days written notice to the other party.

 


	
      To Seller:
	
      Schnitzer Investment Corp.
3200 NW Yeon
      Avenue
PO Box 10047
Portland, OR 97296-0047
Attn: Anton U.
      Pardini 
Fax: (503) 471-4760
	
      With a Copy to:
	
      Ball Janik LLP
101 SW Main
      Street,
Suite 1100
Portland,
      OR 97204
Attn: Bradley S. Miller
Fax: (503) 295-1058

	
      To Buyer:
	
      Schnitzer Steel Industries, Inc.
3200 NW
      Yeon Avenue
Portland, OR 97296
Attn: Kelly Lang
Fax: (503)
      321-2648
	
      With a Copy to:
	
      Schnitzer Steel Industries, Inc.
3200 NW
      Yeon Avenue
Portland, OR 97296
Attn: Ilene Davidson
Fax: (503)
      299-2277

	
       
	
       
	
      With a Copy to:
	
      Dunn, Carney, Allen, Higgins & Tongue

      851 S.W. 6th Ave., Suite 1500

      Portland, OR 97204

      Attn: Gilbert E. Parker Jr.

      Fax: (503) 224-7324

       




Any such communication shall be deemed to have been given at the time of
such personal delivery, or on the day when sent if given by fax transmission
(provided that it was transmitted in the manner specified above), or one (1)
business day after deposit with an overnight air courier, or three (3) business
days after deposit in the United States mail as set forth herein. Any party may
change the address at which it is to receive notices by so notifying the other
party to this Agreement in writing.


	
      8.3
	
      Headings




The headings of the sections of this Agreement are intended for reference
only and are not intended to be used to interpret this Agreement.


	
      8.4
	
      Invalidity




 

 


	
      8




 







 

 

If any provision of this Agreement shall be invalid or unenforceable the
remaining provisions shall not be affected thereby, and every provision of this
Agreement shall be valid and enforceable to the fullest extent permitted by
law.


	
      8.5
	
      Condemnation




If, prior to the Closing, all or a portion of the Property that
materially interferes with Buyer s use of the Property is subjected to a bona
fide threat of condemnation by a body having the power of eminent domain, or is
taken by eminent domain or condemnation (or sale in lieu thereof) (each a
 Taking ), Buyer may, by written notice to Seller within thirty (30) days of
Buyer s receipt of notice of such event, elect to cancel this Agreement, in
which event both parties shall be released from any further liability under this
Agreement, and the Deposit shall promptly be returned to Buyer. If Buyer does
not elect to cancel this Agreement, this Agreement shall remain in full force
and effect, Seller shall assign and turn over, and Buyer shall be entitled to
receive and keep, any award or settlement available to Seller by reason of such
Taking, and the parties shall proceed to Closing pursuant to the terms hereof,
without modification of the terms of this Agreement and without any reduction in
the Purchase Price.


	
      8.6
	
      Attorneys  Fees




In the event a suit, action, arbitration, or other proceeding of any
nature whatsoever, including, without limitation, any proceeding under the U.S.
Bankruptcy Code, is instituted, or the services of an attorney are retained, to
interpret or enforce any provision of this Agreement or with respect to any
dispute relating to this Agreement, the prevailing party shall be entitled to
recover from the losing party its reasonable attorneys , paralegals ,
accountants , and other experts  fees and all other fees, costs, and expenses
actually incurred and reasonably necessary in connection therewith. In the event
of suit, action, arbitration, or other proceeding, the amount thereof shall be
determined by the judge or arbitrator, shall include fees and expenses incurred
on any appeal or review, and shall be in addition to all other amounts provided
by law.


	
      8.7
	
      Entire Agreement




The terms of this Agreement are intended by the parties as a final
expression of their agreement and may not be contradicted by evidence of any
prior or contemporaneous agreement. The parties further intend that this
Agreement constitute the exclusive statement of its terms and that no extrinsic
evidence whatsoever may be introduced in any judicial proceedings involving this
Agreement. This Agreement shall be governed by and construed in accordance with
the laws of the State of Oregon.


	
      8.8
	
      Time of the Essence




Time is of the essence in this Agreement.


	
      8.9
	
      Counterparts




This Agreement may be executed in multiple counterparts, each of which
shall be deemed an original, but all of which, together, shall constitute one
and the same instrument.


	
      8.10
	
      Amendment to this
Agreement




The terms of this Agreement may not be modified or amended except by an
instrument in writing executed by Seller and Buyer.


	
      8.11
	
      Waiver




The waiver or failure to enforce any provision of this Agreement shall
not operate as a waiver of any future breach of any such provision or any other
provision hereof.


	
      8.12
	
      Effectiveness of Agreement




This Agreement shall not be effective and shall not be binding on Buyer
and Seller unless and until fully executed by Buyer and Seller.


	
      8.13
	
      Exhibits




All exhibits attached to this Agreement are an integral part of this
Agreement and are incorporated into this Agreement by reference.

 

 


	
      9




 







 

 


	
      8.14
	
      1031 Exchange




Seller and Buyer shall have the right to convey all or a portion of the
Property in exchange for real property or properties of like kind pursuant to
Section 1031 of the Internal Revenue Code, either in a simultaneous exchange or
in a deferred exchange. Buyer agrees to cooperate with Seller in effecting such
an exchange and, if requested by Seller, Buyer shall execute any exchange
agreement reasonably requested by Seller and consistent with the above. Seller
agrees to cooperate with Buyer in effecting such an exchange, and if requested
by Buyer, Seller shall execute any exchange agreement reasonably requested by
Buyer and consistent with this Section. Neither party shall be required to take
title to any property, incur any costs or be subject to any liability whatsoever
in connection with such cooperation.


	
      8.15
	
      Statutory Disclaimer




THE PROPERTY DESCRIBED IN THIS INSTRUMENT MAY NOT BE WITHIN A FIRE
PROTECTION DISTRICT PROTECTING STRUCTURES. THE PROPERTY IS SUBJECT TO LAND USE
LAWS AND REGULATIONS, WHICH, IN FARM OR FOREST ZONES, MAY NOT AUTHORIZE
CONSTRUCTION OR SITING OF A RESIDENCE AND WHICH LIMIT LAWSUITS AGAINST FARMING
OR FOREST PRACTICES AS DEFINED IN ORS 30.930 IN ALL ZONES. BEFORE SIGNING OR
ACCEPTING THIS INSTRUMENT, THE PERSON ACQUIRING FEE TITLE TO THE REAL PROPERTY
SHOULD CHECK WITH THE APPROPRIATE CITY OR COUNTY PLANNING DEPARTMENT TO VERIFY
APPROVED USES AND EXISTENCE OF FIRE PROTECTION FOR STRUCTURES.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement on
the dates set forth below.

 


	 	 	 
	SELLER: 	
      Schnitzer Investment Corp., an Oregon
    corporation

	 
 	 
 	 
 
	By: 	 	/s/ A. U. Pardini
	 	
      

    
	Title: 	V.P. 
	Date: 	May
      4, 2005 



 

 


	 	 	 
	BUYER: 	
      Schnitzer Steel Industries, Inc., an Oregon
      corporation

	 
 	 
 	 
 
	By: 	 	/s/ B. A. Rosen
	 	
      

    
	Title: 	Vice President and Chief Financial Officer
	Date: 	May
      4, 2005 



 


	
      10




 







 

 

EXHIBIT A

Order No: 249271

LEGAL DESCRIPTION

A
tract of land being a portion of Lot 2 and a portion of Lot 1, BURGARD
INDUSTRIAL PARK, a duly recorded subdivision in the Southwest quarter and
Southeast quarter of Section 35, Township 2 North, Range 1 West of the
Willamette Meridian, in the City of Portland, County of Multnomah and State of
Oregon, being more particularly described as follows:

Beginning at the Northeast corner of said Lot 2, BURGARD INDUSTRIAL PARK;
thence along the North line of said Lot 2 South 8846 12  West, 510.66 feet to
the beginning of a tangent 90.00 foot radius curve to the left; thence leaving
the North line of said Lot 2 and along the arc of said curve 91.68 feet through
a central angle of 5822 06  (the long chord bears South 5935 09  West, 87.77
feet); thence South 3024 06  West, 143.18 feet to the beginning of a tangent
100.00 foot radius curve to the right; thence along the arc of said curve 59.05
feet through a central angle of 3349 49  (the long chord bears South 4719 01
West, 58.19 feet) to a point on the most Northerly South line of said Lot 2;
thence along last said line South 8955.04  East, 71.46 feet to an angle corner in the
West line of said Lot 2; thence along said West line South 0004 56  West,
623.63 feet to the Southwest corner of said Lot 2; thence along the South line
thereof North 8701 13  East, 509.64 feet; thence North 6341 39  East, 26.32
feet; thence North 3101 39  East, 28.39 feet to an angle corner in the West
line of said Lot 1; thence along said West line South 5858 21  East, 28.50
feet; thence South 3101 39  West, 34.33 feet to the beginning of a non-tangent
337.50 foot radius curve to the right, a radial line bears North 1514 39  East
to said point; thence Southeasterly along the arc of said curve 97.19 feet
through a central angle of 1630 00  (the long chord bears South 6630 21  East,
96.86 feet); thence South 5815 21  East, 38.59 feet to the beginning of a
tangent 250.00 foot radius curve to the right; thence along the arc of said
curve 119.99 feet through a central angle of 2730 00  (the long chord bears
South 4430 21  East, 118.84 feet); thence South 3045 21  East, 35.58 feet;
thence South 2618 21 East, 296.70 feet; thence leaving said West line of said
Lot 1 North 6341 39  East, 34.72 feet to a point on the arc of a non-tangent
471.00 foot radius curve to the right, a radial line bears South 6938 24  West
to said point; thence Northwesterly and Northerly along the arc of said curve
175.23 feet through a central angle of 2119 00  (the long chord bears North
0942 06  West 174.22 feet); thence North 0057 24  East, 74.53 feet; thence
North 3027 20 East, 40.73 feet to a point on the East line of said Lot 1;
thence along said East line North 5932 40  West, 224.56 feet to an angle corner therein; thence North
3802 00  West, 149.18 feet to the Southeast corner of said Lot 2; thence along
the East line of said Lot 2 North 0113 48  West, 736.01 feet to the point of
beginning.

TOGETHER WITH an undivided one-quarter interest in the following
described property for roadway purposes.

A
tract of land being a portion of Tract  A , Lot 2 and Lot 3, BURGARD INDUSTRIAL
PARK, a duly recorded subdivision in Section 35, Township 2 North, Range 1 West
of the Willamette Meridian, in the City of Portland, County of Multnomah and
State of Oregon, being more particularly described as follows:

Beginning at the Northeast corner of said Tract  A  thence along the East
line thereof South 1729 34  East, 62.50 feet to the Southeast corner of said
Tract  A  thence along the South line thereof south 8846 12  West, 1563.75 feet
to the beginning of a tangent 90.00 foot radius curve to the left; thence
leaving the North line of said Lot 2 and along the arc of said curve 91.68 feet
through a central angle of 5822 06  (the long chord bears South 5935 09  West,
87.77 feet); thence south 3024 06  West, 143.18 feet to the beginning of a
tangent 100.00 foot radius curve to the rights thence along the are of said curve 59.05 fact through a central
angle of

(Continued)

 

 

-1-



 

 







 

 

Order No: 249271

LEGAL DESCRIPTION

3349 49  (the long chord bears South 4719 01  West, 58.19 feet) to a
point on the most Northerly South line of said Lot 2; thence along last said
line North 8955 04  West, 43.60 feet to an angle corner in the West line of
said Lot 2; thence along said West line North 0004.56  East, 201.97 feet to an angle point
therein; thence North 6506.14  West, 361.13 feet; thence South 8955 04  East, 80.16 feet, thence
North 0004 56  East, 29.07 feet; thence South 6646 00  East, 293.17 feet;
thence North 9000 00  East, 162.76 feet to the West line of Lot 4, BURGARD
INDUSTRIAL PARK; thence along said West line South 3231 53  East, 19.14 feet to
a point on the arc of a non-tangent 140.00 foot radius curve to the right, a
radial line bears North 1704 11  West to said point; thence along the arc of
said curve 38.70 feet through a central angle of 1550 23  (the long chord bears
North 8051 01  East, 38.58 feet); thence North 0113 48  West, 10.00 feet
thence North 8846 12  East, 1546.25 feat to the point of beginning.

ALSO TOGETHER WITH the right of ingress an egress over a private roadway
called Time Oil Road as created in an Easement Agreement recorded November 18,
2004, Recorder s Fee No. 2004-209519.

ALSO TOGETHER WITH an easement for ingress and egress as reserved in
Warranty Deed recorded

September 28, 1990, Book 2347, Page 2475.

ALSO TOGETHER WITH an easement for utility purposes as set forth in
instrument recorded

September 28, 1990, in Book 2347, Page 2524.

ALSO TOGETHER WITH a right of way easement as reserved in instrument
entitled  Electric

Transmission Line and Road Easement , recorded April 20, 2005, as
Recorder s Fee No. 2005-

069269, and re-recorded April 22, 2005 as Recorder s Fee No.
2005-070779.

ALSO TOGETHER WITH easements for railroad use and railroad right of way,
as set forth in the Railroad Declaration, recorded, as Recorder s Fee
No.

 

 

 

 

 

-2-



 

 







 

 

Order No: 249133

LEGAL DESCRIPTION

A
tract of land being a portion of those lands conveyed to Schnitzer Investment
Corp. recorded September 22, 1972, in Book 883, Page 784, Multnomah County Deed
Records, and Lot 1, BURGARD INDUSTRIAL PARK, a duly recorded subdivision in
Section 35, Township 2 North, Range 1 West of the Willamette Meridian, in the
City of Portland, County of Multnomah and State of Oregon, described as
follows:

Commencing at the intersection of the westerly extension of the South
line of said Section 35 with the Easterly Harborline of the Willamette River;
thence along said Harborline North 2553 30  West, 253.93 feet to the true point
of beginning of the herein descsribed tract of land; thence South 8808 52
East, 1388.01 feet; thence parallel with the South line of said Section 35,
South 8953 00  East, 1904.74 feet; thence North 6151 50  East, 396.75 feet to
a point on the Westerly right of way line of N. Burgard Road, 60.00 feet wide;
thence along said Westerly right of way line North 2247 26  West, 30.13 feet to
the Southeast corner of said Lot 1, BURGARD INDUSTRIAL PARK; thence continuing
along said westerly right of way line North 2247 26  West, 58.26 feet; thence
leaving said westerly right of way line South 6548 00  West, 223.00 feet;
thence South 7225 00  West, 190.41 feet; thence North 8953 00  West, 255.00
feet; thence South 8248 21  West, 357.00 feet to a point on the arc of a
non-tangent 433.00 foot radius curve to the left, a radial line bears South
1719 27  East to said point; thence Southwesterly and Westerly along the arc of
said curve 131.81 feet through a central angle of 1726 27  (the long chord
bears South 8123 46  West, 131.30 feet); thence North 8953 00  West, 321.47
feet to the beginning of a tangent 503.40 foot radius curve to the right; thence
along the arc of said curve 169.19 feet through a central angle of 1915 25
(the long chord bears North 8015 17  West, 165.40 feet) to the most Northerly
Southwest corner of said Lot 1, said corner being coincident with the most
Southerly corner of the Northwest Pipe Co. tract described in Recorder s Fee No.
98090513, said Deed Records, said corner also being on the arc of a tangent
332.50 foot radius compound curve to the right; thence along the Westerly line
of said Northwest Pipe Co. tract and along the arc of said curve 151.00 feet
through a central angle of 2601 12  (the long chord bears North 57 36 59  Went,
149.71 feet) to the beginning of a tangent 286.00 foot radius compound curve to
the right; thence along the arc of said curve 91.35 feet through a central angle
of 1818 02  (the long chord bears North 3527 22  West, 90.96 feet); thence
North 2618 21  West, 1240.30 feet to the Northwest corner of said Northwest
Pipe Co. tract; thence along the North line thereof North 8701 13  East, 262.63
feet to the Southwest corner of Lot 2, BURGARD INDUSTRIAL PARK; thence along
said West line North 0004 56  East, 427.10 feet; thence leaving the West line
of said Lot 2 North 9000 00  West, 2360.36 feet to a point on the Harborline on
the Easterly side of the Willamette River; thence along said Harborline South
2339 54  East, 186.68 feet to Harborline Point #17; thence South 2553 30
East, 1747.52 feet to the true point of beginning.

TOGETHER WITH a right of way easement as reserved in instrument entitled
 Electric Transmission Line and Road Easement , recorded April 20, 2005, as
Recorder s Fee No. 2005-069269, and re-recorded April 22, 2005 as Recorder s Fee
No. 2005-070779.

EXCEPTING THEREFROM that portion thereof described in Deed to Beall Pipe
& Tank Corp., an Oregon corporation recorded March 31, 1979 in Book 1095,
Page 1139, Multnomah County Deed Records.

TOGETHER WITH the right of ingress and egress over a private roadway
called Time Oil Road, as created in an Easement Agreement recorded November 18,
2004, Recorder s Fee No. 2004-209519.

(Continued)

 

-3-



 

 







 

 

Order No: 249133

LEGAL DESCRIPTION

ALSO TOGETHER WITH easements for railroad use and railroad right of way
as set forth in the Railroad Declaration, recorded            , as Recorder s Fee No..

 

 

 

 

 

 

 

-4-

 

 







 

 

EXHIBIT B

[INTENTIONALLY DELETED]



 

 







 

 

EXHIBIT C

 

Permitted Title Exceptions

 

 


	
      1.
	
      Tract A Declaration made by Schnitzer Investment
      Corp. dated April 26, 2005 and recorded on April 26, 2005 in the Multnomah
      County, Oregon real property records as Fee No.
      2005-073207.




 


	
      2.
	
      Southern Roadway Declaration made by Schnitzer
      Investment Corp. dated May __, 2005 and recorded on
      May      , 2005 in the Multnomah County,
      Oregon real property records as Fee
      No.                              




 


	
      3.
	
      The Railroad Declaration made by Schnitzer
      Investment Corp. dated May __, 2005 and recorded on
      May    , 2005 in the Multnomah County, Oregon real
      property records as Fee
      No.                                          
             




 


	
      4.
	
      Storm Drain Easement Declaration made by Schnitzer
      Investment Corp. dated May __, 2005 and recorded on May __, 2005 in the
      Multnomah County, Oregon real property records as Fee No.
      _______.




 


	
      5.
	
      Electric Transmission and Road Easement between
      Schnitzer Investment Corp. and Portland General Electric Company dated
      April 19, 2005 and recorded on April 20, 2005 in the Multnomah County,
      Oregon real property records as Fee No. 2005-069269 and re-recorded on
      April 22, 2005 as Fee No.
2005-070779.




 


	
      5.
	
      Access Easement Relocation Agreement between
      Schnitzer Investment Corp. and Bell Oil Terminal Company dated May __,
      2005 and recorded on May __, 2005 in the Multnomah County, Oregon real
      property records as Fee No.
_______.




 


	
      6.
	
      Parking Easement Agreement between Schnitzer
      Investment Corp. and Lampros Properties, LLC dated April 28, 2005 and
      recorded on May ____, 2005 in the Multnomah County, Oregon real property
      records as Fee No._______




 

 

 

 

 

-1-



 

 







 

 

The Tract A Permitted
Exceptions

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

-2-



 

 







 

 

SCHEDULE B - SECTION 2

 

Order No. 249449

SPECIAL EXCEPTIONS

 


	
      1.
	
      DELETED
	
       

	
       
	
       
	
       

	
      3.
	
      DELETED
	
       

	
       
	
       
	
       

	
      4.
	
      DELETED
	
       

	
       
	
       
	
       

	
      5.
	
      DELETED
	
       

	
       
	
       
	
       

	
      6.
	
      DELETED
	
       

	
       
	
       
	
       

	
      7.
	
      DELETED
	
       

	
       
	
       
	
       

	
      8.
	
      DELETED
	
       

	
       
	
       
	
       

	
      9.
	
      DELETED
	
       

	
       
	
       
	
       

	
      10.
	
      An easement created by instrument, including terms
      and provisions thereof. 

	
       
	
      Dated:
	
      May 26, 1950

	
       
	
      Recorded:
	
      May 29, 1950

	
       
	
      Book:
	
      1407

	
       
	
      Page:
	
      327

	
       
	
      In Favor Of:
	
      Portland General Electric
    Company

	
       
	
      For:
	
      Electric distribution
  systems

	
       
	
      Affects:
	
      No specific location set
  forth

	
       
	
       
	
       

	
      11.
	
      DELETED
	
       

	
       
	
       
	
       

	
      12.
	
      An easement created by instrument, including terms
      and provisions thereof;

	
       
	
      Dated:
	
      May 8, 1957

	
       
	
      Recorded:
	
      May 10, 1957

	
       
	
      Book:
	
      1842

	
       
	
      Page:
	
      216

	
       
	
      In Favor Of:
	
      Portland Gas & Coke Company, a corporation of
      the State of Oregon

	
       
	
      For:
	
      Gas main

	
       
	
      Affects:
	
      Westerly portion

	
       
	
       
	
       




(Continued)

 

-3-



 

 







 

 

Order No. 249449

SPECIAL EXCEPTIONS (Continued)

 


	
      13.
	
      An easement created by instrument, including terms
      and provisions thereof;

	
       
	
      Dated:
	
      October 23, 1957

	
       
	
      Recorded:
	
      October 31, 1957

	
       
	
      Books
	
      1869

	
       
	
      Page:
	
      502

	
       
	
      In Favor Of:
	
      Portland Gas & Coke Company, a corporation of
      the State of Oregon

	
       
	
      For:
	
      Gas main

	
       
	
      Affects:
	
      Westerly portion

	
       
	
       
	
       

	
      14.
	
      DELETED
	
       

	
       
	
       
	
       

	
      15.
	
      DELETED
	
       

	
       
	
       
	
       

	
      16.
	
      DELETED
	
       

	
       
	
       
	
       

	
      17.
	
      An easement created by instrument, including terms
      and provisions thereof;

	
       
	
      Dated:
	
      July 8, 1968

	
       
	
      Recorded:
	
      October 30, 1968

	
       
	
      Book:
	
      647

	
       
	
      Pages
	
      1462

	
       
	
      In Favor Of:
	
      The Port of Portland, a municipal
      corporation

	
       
	
      For:
	
      Utilities

	
       
	
      Affects:
	
      Westerly portion

	
       
	
       
	
       

	
      18.
	
      DELETED 
	
       

	
       
	
       
	
       

	
      19.
	
      DELETED
	
       

	
       
	
       
	
       

	
      19a.
	
      ADDED
	
       

	
       
	
      An easement created by instrument, including terms
      and provisions thereof.

	
       
	
      Dated:
	
      October 2, 1970

	
       
	
      Recorded:
	
      August 14, 1972

	
       
	
      Book:
	
      875

	
       
	
      Page:
	
      1170

	
       
	
      In Favor Of:
	
      National Life Insurance Company, it successors and
      assigns

	
       
	
      For:
	
      Water and sewer lines

	
       
	
      Affects:
	
      The Southwesterly portion

	
       
	
       
	
       

	
      20.
	
      DELETED
	
       




(Continued)

-4-



 

 







 

 

Order No: 249449

SPECIAL EXCEPTIONS (Continued)

 


	
      22.
	
      AMENDED
	
       

	
       
	
      An easement created by instrument, including terms
      and provisions thereof;

	
       
	
      Dated:
	
      February 11, 1975

	
       
	
      Recorded:
	
      March 23, 1975

	
       
	
      Book:
	
      1032

	
       
	
      Page:
	
      1915

	
       
	
      In Favor Of:
	
      National Life Insurance Company, a Vermont
      corporation

	
       
	
      For:
	
      Railroad

	
       
	
      Affects:
	
      Westerly portion

	
       
	
       
	
       

	
       
	
      As amended by Relocation Agreement;
      

	
       
	
      Dated:
	
      January 26, 2005

	
       
	
      Recorded:
	
      February 4, 2005

	
       
	
      Recorder's Fee No.:
	
      2005-020070

	
       
	
       
	
       

	
      23.
	
      DELETED
	
       

	
       
	
       
	
       

	
      24.
	
      Basement Agreement, including the terms and
      provisions thereof;

	
       
	
      Dated:
	
      November 9, 1977

	
       
	
      Recorded:
	
      November 10, 1977

	
       
	
      Book:
	
      1220

	
       
	
      Page:
	
      2129

	
       
	
      By and Between:
	
      Schnitzer Investment Corp., Palmco Inc., Bell Oil
      Terminal Co., Northwest Terminal Co. and Time Oil
  Co.

	
       
	
       
	
       

	
       
	
      Said Agreement also contains maintenance
      provisions.

	
       
	
       
	
       

	
      25.
	
      Waiver of Remonstrance, including the terms and
      provisions thereof.

	
       
	
      Recorded:
	
      April 30, 1979

	
       
	
      Book:
	
      1348

	
       
	
      Page:
	
      524

	
       
	
       
	
       

	
      26.
	
      An easement created by instrument, including terms
      and provisions thereof.

	
       
	
      Dated:
	
      May 11, 1981

	
       
	
      Recorded:
	
      June 30, 1981

	
       
	
      Book:
	
      1534

	
       
	
      Page:
	
      1266

	
       
	
      In Favor Of:
	
      Northwest Natural Gas
  Company

	
       
	
      For:
	
      Gas pipe lines

	
       
	
      Affects:
	
      Northerly portion

	
       
	
       
	
       

	
      27.
	
      DELETED
	
       

	
       
	
       
	
       

	
      28.
	
      AMENDED
	
       

	
       
	
      Exchange Agreement and Easement, including the
      terms and provisions thereof;

	
       
	
      Dated:
	
      October 1, 1980

	
       
	
      Recorded:
	
      December 7, 1989

	
       
	
      Book:
	
      2258





	
       
	
      Page:
	
      2247

	
       
	
      By and Between:
	
      Container Corporation of America, a Delaware
      corporation and Schnitzer Investment Corp., an Oregon
      corporation

	
       
	
       
	
       




(Continued)

-5-



 

 







 

 

Order No: 249449

SPECIAL EXCEPTIONS (Continued)

 


	
       
	
      As amended by Relocation Agreement;
      

	
       
	
      Dated:
	
      January 26, 2005

	
       
	
      Recorded:
	
      February 4, 2005

	
       
	
      Recorder's Fee No.:
	
      2005-020070

	
       
	
       
	
       

	
      29.
	
      Utility Easement Agreement, including the terms
      and provisions thereof;

	
       
	
      Dated:
	
      September 30, 1990

	
       
	
      Recorded:
	
      September 28, 1990

	
       
	
      Book:
	
      2347

	
       
	
      Page:
	
      2524

	
       
	
      By and Between:
	
      Joseph T. Ryerson & Son, Inc., Schnitzer Steel
      Industries, Inc., and Schnitzer Investment Corp.

	
       
	
      Said Agreement contains maintenance
      provisions.

	
       
	
       
	
       

	
      31.
	
      DELETED
	
       

	
       
	
       
	
       

	
      31a.
	
      ADDED
	
       

	
       
	
      Railroad Easement Agreement, including the terms
      and provisions thereof;

	
       
	
      Dated:
	
      September 30, 1990

	
       
	
      Recorded:
	
      September 28, 1990

	
       
	
      Book:
	
      2347

	
       
	
      Page:
	
      2500

	
       
	
      By and Between:
	
      John T. Ryerson & Son, Inc., a Delaware
      corporation, Schnitzer Steel Industries, Inc., an Oregon corporation and
      Schnitzer Investment Corp., an Oregon corporation

	
       
	
       
	
       

	
      32.
	
      DELETED
	
       

	
       
	
       
	
       

	
      33.
	
      DELETED
	
       

	
       
	
       
	
       

	
      34.
	
      An easement created by instrument, including terms
      and provisions thereof;

	
       
	
      Dated:
	
      June 11, 1993

	
       
	
      Recorded:
	
      July 6, 1993

	
       
	
      Book:
	
      2718

	
       
	
      Page:
	
      966

	
       
	
      In Favor Of:
	
      U S West Communications, Inc., a Colorado
      corporation

	
       
	
      For:
	
      Construct, reconstruct, operate, maintain and
      remove such telecommunications facilities

	
       
	
      Affects:
	
      Northerly portion

	
       
	
      Said easement is also delineated on the recorded
      plat

	
       
	
       

	
      35.
	
      DELETED
	
       

	
       
	
       
	
       

	
       
	
      (Continued)
	
      -6-
	
       

						





 

 







 

 

Order No: 249449

SPECIAL EXCEPTIONS (Continued)

 


	
      36.
	
      Restrictive Covenants regarding storm sewer
      improvements, including the terms and provisions thereof and including
      among other things a waiver of right of
  remonstrance;

	
       
	
      Recorded:
	
      August 11, 1994

	
       
	
      Recorder's Fee No.:
	
      94-121954

	
       
	
       
	
       

	
      37.
	
      Restrictive Covenants regarding street
      improvements, including the terms and provisions thereof and including
      among other things a waiver of right of
  remonstrance;

	
       
	
      Recorded:
	
      August 11, 1994

	
       
	
      Recorder's Fee No.:
	
      94-121955

	
       
	
       
	
       

	
      38.
	
      Easements as dedicated or delineated on the
      recorded plat.

	
       
	
      For:
	
      Private storm sewer

	
       
	
      Affects:
	
      20 foot strip running North and South through the
      central portion

	
       
	
       
	
       

	
      38a.
	
      ADDED
	
       

	
       
	
      Covenants, conditions and restrictions as shown on
      the recorded Plat, as follows:




 

 

TRACT A is subject to public and private easements
necessary to provide sewer, water, drainage and other necessary utilities. "If
public sewer facilities are located within TRACT A, an exclusive easement, 7.50
feet from the centerline of both sides of the pipeline, shall exist. No other
facilities are to be located within this easement without the prior written
consent of the Director of the Bureau of Environmental Services, City of
Portland."

 

"All sewer easements indicated as "public" are exclusive
easements. No other utilities, facilities, or easements are to be located within
the boundaries of public sewer easements without the prior written consent of
the Director of the Bureau of Environmental Services, City of
Portland.

 

Public sewer easements include the right of access for
construction, inspection, maintenance, or other sewerage system
activities.

 

No building construction, material storage, grade
reduction, or tree planting shall

be permitted within public sewer easements without the
prior written consent of the

Director of the Bureau of Environmental Services.
Landscaping which by its nature is

shallow rooted and may be easily removed to permit
access to the sewer lines shall

not require consent."

 

(Continued)

 

-7-



 

 







 

 

Order No: 249449

SPECIAL EXCEPTIONS (Continued)

 


	
      39.
	
      ADDED
	
       

	
       
	
      Temporary Public Roadway Easement and Limited
      Rights of Entry, including the terms and provisions
      thereof;

	
       
	
      Recorded:
	
      September 26, 2003

	
       
	
      Recorder's Fee No.:
	
      2003-229855

	
       
	
      In Favor Of:
	
      The City of Portland, Oregon, a municipality of
      the state of Oregon

	
       
	
       
	
       

	
       
	
      (Affects Easterly portion of Tract
      A)

	
       
	
       
	
       

	
       
	
      Said Temporary Easement will terminate no later
      than December 21, 2005.

	
       
	
       
	
       

	
       
	
       
	
       

	
      40.
	
      ADDED
	
       

	
       
	
      Easement Agreement and Release of Easements,
      including the terms and provisions thereof;

	
       
	
      Dated:
	
      November 18, 2004

	
       
	
      Recorded: 
	
      November 18, 2004

	
       
	
      Recorder's Fee No.: 
	
      2004-209519

	
       
	
      By and Between:
	
      Neil D. Feinstein and Sharon Jean Feinstein, Time
      Oil Co., Port of Portland, Schnitzer Investment Corp., Jefferson Smurfit
      Corporation (U.S.) formerly known as Container Corporation of America,
      Joseph T. Ryerson & Son, Inc., Portland General Electric Co., Ro-mar
      Realty of Oregon, Oregon Steel Mille, T & 0 Trucking, Lampros
      Properties, Camrose Pipe Corporation Inc., LLC,

	
       
	
      (Affects the use of Time Oil
      Road)

	
       
	
       
	
       

	
       
	
       
	
       

	
      41.
	
      ADDED
	
       

	
       
	
      New Time Oil Road Maintenance Agreement of 2004,
      including the terms and provisions thereof;

	
       
	
      Dated:
	
      November 18, 2004

	
       
	
      Recorded:
	
      November 18, 2004

	
       
	
      Recorder's Fee No.:
	
      2004-209520

	
       
	
      By and Between:
	
      Time Oil Co., Schnitzer Investment Corp., Port of
      Portland, Oregon Steel Mills, Neil D. & Sharon Jean Feinstein, Joseph
      T. Ryerson & Son, Inc. Ro-mar Realty of Oregon, Inc.,General Electric
      Co., T & G Trucking, Jefferson Smurfit Corporation (U.S.), Lampros
      Properties, LLC, Camrose Pipe Corporation

	
       
	
       
	
       




(Continued)

-8-



 

 







 

 

The Lot 2 Permitted Exceptions

 

 

 

 

 

 

 

 

 

 

 

 

-9-



 

 







 

 

SCHEDULE B - SECTION 2

Order No. 249271

SPECIAL EXCEPTIONS

 


	
      1.
	
      DELETED
	
       

	
       
	
       
	
       

	
      3.
	
      Subject to Rights of the public and of
      governmental bodies and ownership of the State of Oregon, if any, in and
      to that portion of the premises herein described lying below the high
      water mark of the Willamette River.

	
       
	
       
	
       

	
      6.
	
      DELETED
	
       

	
       
	
       
	
       

	
      7.
	
      DELETED
	
       

	
       
	
       
	
       

	
      8.
	
      DELETED
	
       

	
       
	
       
	
       

	
      9.
	
      DELETED
	
       

	
       
	
       
	
       

	
      10.
	
      DELETED
	
       

	
       
	
       
	
       

	
      11.
	
      DELETED
	
       

	
       
	
       
	
       

	
      12.
	
      ADDED
	
       

	
       
	
      An easement created by instrument, including terms
      and provisions thereof;

	
       
	
      Dated:
	
      May 26, 1950

	
       
	
      Recorded:
	
      May 29, 1950

	
       
	
      Book:
	
      1407

	
       
	
      Page:
	
      327

	
       
	
      In Favor of:
	
      Portland General Electric
    Company

	
       
	
      For: 
	
      Underground electric distribution
      systems

	
       
	
      Affects:
	
      No specific location set
  forth

	
       
	
       
	
       

	
       
	
       
	
       




 

(Continued)

 

-10-

 

 







 

 

Order No: 249271


	
       
	
      SPECIAL EXCEPTIONS
	
      (Continued)
	
       

	
      13. 
	
      AMENDED
	
       

	
       
	
      An easement created by instrument, including terms
      and provisions thereof.

	
       
	
      Dated:
	
      June 1, 1950

	
       
	
      Recorded:
	
      June 1, 1950

	
       
	
      Book:
	
      1408

	
       
	
      Page:
	
      125

	
       
	
      In Favor Of:
	
      California Container
    Corporation

	
       
	
      For:
	
      Utilities

	
       
	
       
	
       

	
      13a.
	
      DELETED
	
       

	
       
	
       
	
       

	
      14.
	
      An easement created by instrument, including terms
      and provisions thereof.

	
       
	
      Dated:
	
      May 8, 1957

	
       
	
      Recorded:
	
      May 10, 1957

	
       
	
      Book:
	
      1842

	
       
	
      Page:
	
      216

	
       
	
      In Favor Of:
	
      Portland Gas & Coke
    Company

	
       
	
      For:
	
      Gas main

	
       
	
       
	
       

	
      15.
	
      DELETED
	
       

	
       
	
       
	
       

	
      16.
	
      DELETED
	
       

	
       
	
       
	
       

	
      17.
	
      An easement created by instrument, including terms
      and provisions thereof.

	
       
	
      Dated:
	
      May 22, 1970

	
       
	
      Recorded:
	
      July 10, 1970

	
       
	
      Book:
	
      742

	
       
	
      Page:
	
      53

	
       
	
      In Favor Of:
	
      The City of Portland

	
       
	
      For:
	
      Water mains

	
       
	
      Affects:
	
      A 10 foot strip in the Southerly area of Lot
      2

	
       
	
       
	
       

	
      18.
	
      An easement created by instrument, including terms
      and provisions thereof.

	
       
	
      Dated:
	
      May 21, 1970

	
       
	
      Recorded:
	
      April 9, 1971

	
       
	
      Book:
	
      781

	
       
	
      Page:
	
      860

	
       
	
      In Favor Of:
	
      The City of Portland

	
       
	
      For:
	
      Public utilities

	
       
	
       
	
       

	
      19.
	
      An easement created by instrument, including terms
      and provisions thereof.

	
       
	
      Dated:
	
      October 2, 1970

	
       
	
      Recorded:
	
      August 14, 1972

	
       
	
      Book:
	
      875

	
       
	
      Page:
	
      1170

	
       
	
      In Favor Of:
	
      National Life Insurance Company, it successors and
      assigns

	
       
	
      For:
	
      Water and sewer lines

	
       
	
      Affects:
	
      The West area of Lot 2

						



 

 

 

(Continued)

-11-



 

 







 

 

Order No: 249271


	
       
	
      SPECIAL EXCEPTIONS
	
      (Continued)
	
       

	
      20.
	
      AMENDED
	
       

	
       
	
      An easement created by instrument, including terms
      and provisions thereof.

	
       
	
      Dated:
	
      September 10, 1969

	
       
	
      Recorded:
	
      September 19, 1972

	
       
	
      Book:
	
      882

	
       
	
      Page:
	
      956

	
       
	
      In Favor Of:
	
      The City of Portland

	
       
	
      For:
	
      Limited access for the inspection and utilization
      of a sanitary sewer sampling manhole

	
       
	
      Affects:
	
      Lots 1, 2 and 3

	
       
	
       
	
       

	
      21.
	
      DELETED
	
       

	
       
	
       
	
       

	
      22.
	
      An easement created by instrument, including terms
      and provisions thereof.

	
       
	
      Dated:
	
      July 31, 1974

	
       
	
      Recorded:
	
      September 25, 1974

	
       
	
      Book:
	
      1008

	
       
	
      Page:
	
      1137

	
       
	
      In Favor Of:
	
      The City of Portland

	
       
	
      For:
	
      Water service vault

	
       
	
       
	
       

	
      23.
	
      AMENDED
	
       

	
       
	
      An easement created by instrument, including terms
      and provisions thereof.

	
       
	
      Dated:
	
      February 11, 1975

	
       
	
      Recorded:
	
      March 25, 1975

	
       
	
      Book:
	
      1032

	
       
	
      Page:
	
      1915

	
       
	
      In Favor Of:
	
      Smurfit, as successor to National Life Insurance
      Company

	
       
	
      For:
	
      Railroad access

	
       
	
       
	
       

	
       
	
      As amended by Relocation
      Agreement;

	
       
	
      Dated:
	
      January 26, 2005

	
       
	
      Recorded:
	
      February 4, 2005

	
       
	
      Recorder's Fee No.:
	
      2005-020070

	
       
	
       
	
       

	
      23a.
	
      DELETED
	
       

	
       
	
       
	
       

	
      24.
	
      An easement created by instrument, including terms
      and provisions thereof.

	
       
	
      Dated:
	
      June 23, 1976

	
       
	
      Recorded:
	
      June 23, 1976

	
       
	
      Book:
	
      1112

	
       
	
      Page:
	
      29

	
       
	
      In Favor Of:
	
      Beall Pipe and Tank
    Corporation

	
       
	
      For:
	
      Ingress and egress

	
       
	
      Affects:
	
      A 50 foot strip running in the Northerly area of
      Lot 1 and the Southerly area of Lot 2

						



(Continued)

-12-



 

 







 

 

Order No: 249271


	
       
	
      SPECIAL EXCEPTIONS
	
      (Continued)
	
       

	
      25.
	
      DELETED
	
       

	
       
	
       
	
       

	
      26.
	
      AMENDED
	
       

	
       
	
      An easement created by instrument, including terms
      and provisions thereof.

	
       
	
      Dated:
	
      October 1, 1980

	
       
	
      Recorded:
	
      December 7, 1989

	
       
	
      Book:
	
      2258

	
       
	
      Page:
	
      2247

	
       
	
      In Favor Of:
	
      Container Corporation of
    America

	
       
	
      For:
	
      Ingress and egress

	
       
	
      Affects:
	
      Lot 2

	
       
	
       
	
       

	
       
	
      As amended by Relocation
      Agreement;

	
       
	
      Dated:
	
      January 26, 2005

	
       
	
      Recorded:
	
      February 4, 2005

	
       
	
      Recorder's Fee No.:
	
      2005-020070

	
       
	
       
	
       

	
      26a.
	
      ADDED
	
       

	
       
	
      An easement created by instrument, including terms
      and provisions thereof.

	
       
	
      Dated:
	
      September 30, 1990

	
       
	
      Recorded:
	
      September 28, 1990

	
       
	
      Book:
	
      2347

	
       
	
      Page:
	
      2475

	
       
	
      In Favor Of:
	
      Joseph T. Ryerson & Son,
    Inc.

	
       
	
      For:
	
      Ingress and egress

	
       
	
      Affects:
	
      Northerly portion

	
       
	
       
	
       

	
      27.
	
      An easement created by instrument, including terms
      and provisions thereof.

	
       
	
      Dated:
	
      September 30, 1990

	
       
	
      Recorded:
	
      September 28, 1990

	
       
	
      Book:
	
      2347

	
       
	
      Page:
	
      2500

	
       
	
      In Favor Of:
	
      Joseph T. Ryerson & Son,
    Inc.

	
       
	
      For:
	
      Railroad rights

	
       
	
      Affects:
	
      A 10 foot strip running through Lots 1, 2, 3 and
      10

	
       
	
       
	
       

	
      28.
	
      AMENDED
	
       

	
       
	
      Utility Easement Agreement, including the terms
      and provisions thereof;

	
       
	
      Dated:
	
      September 30, 1990

	
       
	
      Recorded:
	
      September 28, 1990

	
       
	
      Book:
	
      2347

	
       
	
      Page:
	
      2524

	
       
	
      By and Between:
	
      Joseph T. Ryerson & Son, Inc., Schnitzer Steel
      Industries, Inc., and Schnitzer Investment Corp.

	
       
	
       
	
       

	
       
	
      Said agreement contains maintenance
      provisions.

						



 

(Continued)

-13-



 

 







 

 

Order No: 249271


	
       
	
      SPECIAL EXCEPTIONS
	
      (Continued)
	
       

	
      29.
	
      DELETED
	
       

	
       
	
       
	
       

	
      30.
	
      AMENDED
	
       

	
       
	
      Roadway Easement Agreement, including the terms
      and provisions thereof;

	
       
	
      Dated:
	
      September 30, 1990

	
       
	
      Recorded:
	
      September 28, 1990

	
       
	
      Book:
	
      2347

	
       
	
      Page:
	
      2547

	
       
	
      By and Between:
	
      Joseph T. Ryerson & Son, Inc., Schnitzer Steel
      Industries, Inc., and Schnitzer Investment Corp.

	
       
	
       
	
       

	
       
	
      Said agreement contains maintenance
      provisions.

	
       
	
       
	
       

	
      31.
	
      DELETED
	
       

	
       
	
       
	
       

	
      32.
	
      DELETED
	
       

	
       
	
       
	
       

	
      33.
	
      Restrictive Covenants regarding Storm Sewer
      improvements, including the terms and provisions thereof and including
      among other things a waiver of right of
  remonstrance;

	
       
	
      Recorded:
	
      August 11, 1994

	
       
	
      Recorder's Fee No.:
	
      94 121954

	
       
	
       
	
       

	
      34.
	
      Restrictive Covenants regarding Street
      improvements, including the terms and provisions thereof and including
      among other things a waiver of right of
  remonstrance;

	
       
	
      Recorded:
	
      August 11, 1994

	
       
	
      Recorder's Fee No.:
	
      94 121955

	
       
	
       
	
       

	
      35.
	
      Easements as dedicated or delineated on the
      recorded plat of BURGARD INDUSTRIAL PARK,

	
       
	
      For:
	
      private utility, storm sewer, water line, private
      sanitary sewer, public sewer, telephone & power lines and private
      sanitary and storm sewer

	
       
	
      Affects:
	
      various areas of Lot 2; reference is made to the
      subdivision plat for full details.

	
       
	
       
	
       

	
      37.
	
      ADDED
	
       

	
       
	
      Temporary Public Roadway Easement and Limited
      Rights of Entry, including the terms and provisions
      thereof;

	
       
	
      Recorded:
	
      September 26, 2003

	
       
	
      Recorder's Fee No.:
	
      2003-229853

	
       
	
      In Favor Of:
	
      The City of Portland, Oregon, a municipality of
      the state of Oregon

	
       
	
       
	
       

	
       
	
      (Affects Easterly portion of Tract
      A)

	
       
	
       
	
       

	
       
	
      Said Temporary Easement will terminate no later
      than December 21, 2005.

	
       
	
       
	
       

						



(Continued)

 

 

-14-



 

 







 

 

Order No: 249271


	
       
	
      SPECIAL EXCEPTIONS
	
      (Continued)
	
       

	
      38.
	
      ADDED
	
       

	
       
	
      Easement Agreement and Release of Easements,
      including the terms and provisions thereof;

	
       
	
      Dated:
	
      November 18, 2004

	
       
	
      Recorded:
	
      November 18, 2004

	
       
	
      Recorder's Fee No.:
	
      2004-209519

	
       
	
      By and Between:
	
      Neil D. Feinstein and Sharon Jean Feinstein, Time
      Oil Co., Port of Portland, Schnitzer Investment Corp., Jefferson Smurfit
      Corporation (U.S.) formerly known as Container Corporation of America,
      Joseph T. Ryerson & Son, Inc., Portland General Electric Co., Ro-mar
      Realty of Oregon, Oregon Steel Mille, T & G Trucking, Lampros
      Properties, Camrose Pipe Corporation

	
       
	
      (Affects the use of Time Oil
      Road)

	
       
	
       
	
       

	
      39.
	
      ADDED
	
       

	
       
	
      New Time Oil Road Maintenance Agreement of 2004,
      including the terms and provisions thereof;

	
       
	
      Dated:
	
      November 18, 2004

	
       
	
      Recorded:
	
      November 18, 2004

	
       
	
      Recorder's Fee No.:
	
      2004-209520

	
       
	
      By and Between:
	
      Time Oil Co., Schnitzer Investment Corp., Port of
      Portland, Oregon Steel Mills, Neil D. & Sharon Jean Feinstein, Joseph
      T. Ryerson & Son, Inc. Ro-mar Realty of Oregon, Inc., Portland General
      Electric Co., T & G Trucking, Jefferson Smurfit Corporation (U.S.),
      Lampros Properties, LLC, Camrose Pipe Corporation

	
       
	
       
	
       

	
       
	
      END OF REPORT
	
       

	
       
	
      JMF/grs
	
       

	
       
	
      March 31, 2005
	
       

						



 

 

-15-



 

 







 

 

The Lot 17 Permitted Exceptions

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

-16-



 

 







 

 

SCHEDULE B   SECTION 2

 

Order No: 249133

 

SPECIAL EXCEPTIONS


	
      1.
	
      DELETED




 


	
      3.
	
      Subject to __________________ and ownership of the
      State of Oregon, if Rights of the public and of governmental bodies in and
      to that portion of the ____________ any, premises herein described lying
      below the high water mark of the Willamette
  River.




 


	
      7.
	
      DELETED




 


	
      8.
	
      DELETED




 


	
      9.
	
      DELETED




 


	
      10.
	
      DELETED




 


	
      11.
	
      DELETED




 


	
      12.
	
      DELETED




 


	
      13.
	
      DELETED




 

 

 

(Continued)

 

 

 

-17-



 

 







 

 

Order No: 249133


	
      SPECIAL EXCEPTIONS
	
      (Continued)




 


	
      14.
	
      DELETED
	
       

	
       
	
       
	
       

	
      15.
	
      An easement created by instrument, including terms
      and provisions thereof.

	
       
	
      Dated:
	
      May 26, 1950

	
       
	
      Recorded:
	
      May 29, 1950

	
       
	
      Book:
	
      1407

	
       
	
      Page:
	
      327

	
       
	
      From:
	
      Louis Dulien and Ann Dulien, husband and
      wife

	
       
	
      In Favor Of:
	
      Portland General Electric Company, an Oregon
      Corporation

	
       
	
      For:
	
      Electrical transmission lines and
      appurtenances

	
       
	
      Affects:
	
      The exact location of said easement is not
      disclosed of record

	
       
	
       
	
       

	
      16.
	
      An easement created by instrument, including terms
      and provisions thereof.

	
       
	
      Dated:
	
      July 8, 1968

	
       
	
      Recorded:
	
      October 30, 1968

	
       
	
      Book:
	
      647

	
       
	
      Page:
	
      1462

	
       
	
      In Favor Of:
	
      The Port of Portland

	
       
	
      For:
	
      Utilities

	
       
	
      Affects:
	
      Strip through Southeasterly
      portion

	
       
	
       
	
       

	
       
	
      Said easement was assigned by Mesne Assignments to
      Broadway Holding company by instrument;

	
       
	
      Dated:
	
      April 5, 1971

	
       
	
      Recorded:
	
      April 14, 1971

	
       
	
      Book:
	
      782

	
       
	
      Page:
	
      197

	
       
	
       
	
       

	
      17
	
      DELETED
	
       

	
       
	
       
	
       

	
      18.
	
      An easement created by instrument, including terms
      and provisions thereof.

	
       
	
      Dated:
	
      May 21, 1970

	
       
	
      Recorded:
	
      April 9, 1971

	
       
	
      Book:
	
      781

	
       
	
      Page:
	
      860

	
       
	
      In Favor Of:
	
      City of Portland

	
       
	
      For:
	
      Utilities

	
       
	
      Affects:
	
      30 foot strip through southeasterly
      portion

	
       
	
       
	
       

	
      19.
	
      DELETED
	
       

	
       
	
       
	
       

	
      20.
	
      An easement created by instrument, including terms
      and provisions thereof.

	
       
	
      Dated:
	
      June 12, 1981

	
       
	
      Recorded:
	
      June 29, 1981

	
       
	
      Book:
	
      1534

	
       
	
      Page:
	
      748

	
       
	
      And Recorded:
	
      January 14,
1982





	
       
	
      Book:
	
      1573

	
       
	
      Page:
	
      806




 

 

(Continued)

 

-18-



 

 







 

 

Order No: 249133


	
       
	
      SPECIAL EXCEPTIONS
	
      (Continued)
	
       

	
       
	
      And Recorded:
	
      February 5, 1982

	
       
	
      Book:
	
      1577

	
       
	
      Page:
	
      1334

	
       
	
      Executed by:
	
      Schnitzer Investment Corp., an Oregon corporation,
      and Beall Pipe, Inc., an Oregon corporation

	
       
	
      For:
	
      Ingress and egress

	
       
	
      Affects:
	
      Southeasterly portion

	
       
	
       
	
       

	
      21.
	
      DELETED
	
       

	
       
	
       
	
       

	
      22.
	
      DELETED
	
       

	
       
	
       
	
       

	
      23.
	
      City of Portland Administrative Decision Case File
      No. LUR 95-00963 OW, including the terms and provisions
      thereof;

	
       
	
      Recorded:
	
      March 6, 1996

	
       
	
      Recorder's Fee No.:
	
      96034612

	
       
	
       
	
       

	
      25.
	
      City of Portland Administrative Decision File No.
      LUR 96 00752 OW, including the terms and provisions
      thereof;

	
       
	
      Recorded:
	
      October 7, 1996

	
       
	
      Recorder's Fee No.:
	
      96151481

	
       
	
       
	
       

	
      26.
	
      ADDED
	
       

	
       
	
      Land Use Review Document No. LU 02-121727 GW,
      including the terms and provisions thereof;

	
       
	
      Recorded:
	
      September 30, 2002

	
       
	
      Recorder's Fee No.:
	
      2002-173906

	
       
	
       
	
       

	
      27.
	
      Easement Agreement, including the terms and
      provisions thereof;

	
       
	
      Dated:
	
      November 18, 2004

	
       
	
      Recorded:
	
      November 18, 2004

	
       
	
      Recorder's Fee No.:
	
      2004-209519

	
       
	
      By and Between:
	
      Neil D. Feinstein and Sharon Jean Feinstein, Time
      Oil Co., Port of Portland, Schnitzer Investment Corp., Jefferson Smurfit
      Corporation (U.S.) formerly known as Container Corporation of America,
      Joseph T. Ryerson & Son, Inc., Portland General Electric Co., Ro-Mar
      Realty of Oregon, Inc., Oregon Steel Mille, T & O Trucking, Lampros
      Properties, LLC and Camrose Pipe Corporation

						



 

 

(Continued)

-19-



 

 







 

 

Order No: 249133

SPECIAL EXCEPTIONS (Continued)

 


	
      28.
	
      New Time Oil Road Maintenance Agreement of 2004,
      including the terms and provisions thereof;

	
       
	
      Dated:
	
      November 18, 2004

	
       
	
      Recorded:
	
      November 18, 2004

	
       
	
      Recorder's Fee No.:
	
      2004-209520

	
       
	
      By and Between:
	
      Time Oil Co., Schnitzer Investment Corp., Port of
      Portland, Oregon Steel Mills, Neil D. & Sharon Jean Feinstein, Joseph
      T. Ryerson & Son, Inc., Ro-Mar Realty of Oregon, Inc., Portland
      General Electric Co., T & G Trucking, Jefferson Smurfit Corporation
      (U.S.), Lampros Properties, LLC and Camrose Pipe
      Corporation

	
       
	
       
	
       

	
       
	
       
	
       

	
       
	
       
	
       

	
       
	
       
	
       

	
       
	
       
	
       

	
       
	
       
	
       

	
       
	
       
	
       

	
       
	
       
	
       

	
       
	
      END OF REPORT
	
       

	
       
	
      JMF/grs
	
       

	
       
	
      March 31, 2005
	
       

	
       
	
       
	
       




 

 

 

 

 

-20-

 

 







 

 

EXHIBIT D

TRACT A DECLARATION

When recorded return to:

Bradley S. Miller

Ball Janik LLP

101 SW Main Street, Suite 1100

Portland, Oregon 97204

THIS DECLARATION (this  Declaration ) is made as
of the day of April, 2005, by SCHNITZER INVESTMENT CORP., an Oregon corporation
( Declarant ).

Declarant is the owner of real property in the City of Portland, County
of Multnomah, State of Oregon, more particularly described as on the attached
Schedule 1 ( Tract
A ).

Declarant desires to grant utility and access easements (including
provisions regarding the repair and maintenance of the access roadway) over
Tract A for the benefit of Declarant and any future owners (each an  Owner,
collectively the  Owners ) of the portion of the real property described on the
attached Schedule 2 (the
 Benefited Property ).

In accordance with the requirements of that certain plat map recorded
with the County Recorder of Multnomah County, Oregon on in October 1994 in Book
1227, Page 96 through 104 (the  Plat ), upon the sale of the first to occur of
Lots 2, 3, 4, or 5, BURGARD INDUSTRIAL PARK, in the City of Portland, County of
Multnomah and State of Oregon (each a  Tract A Ownership Lot  and collectively,
the  Tract A Ownership Lots ), Declarant will deed a twenty-five percent (25%)
tenancy in common interest in Tract A to each of the Owners of the Tract A
Ownership Lots.

NOW, THEREFORE, Declarant declares as
follows:

1.              Waiver of Partition. By accepting a deed to a
tenancy in common interest in Tract A, each Owner of a Tract A Ownership Lot
shall be deemed to have irrevocably waived the right to seek a partition of
Tract A.


	
      2.
	
      Utility Easements.




(a)     Reservation of Easement. Declarant reserves a
perpetual non-exclusive easement for the Owners of the Benefited Property to
install, operate, maintain, repair and replace utility lines under, across and
within Tract A, provided such utility lines do not materially interfere with or
violate any restrictions, easements or other agreements affecting Tract A. The
Owners of the Benefited Property shall not damage or cause interference with the
operation of any improvements or facilities installed in accordance with the
terms hereof by such other authorized users of Tract A, including, without
limitation, the overhead electric utility line to be installed by Portland
General Electric Company ( PGE ), on behalf of the Owner of the portion of the
Benefited Property described on the attached Schedule 3
(the  SSI Property ) pursuant to an easement granted by
Declarant to PGE, reserved for the benefit of the Owner of the SSI Property, and
their successors and assigns, and recorded in the real property records of
Multnomah County, Oregon as Document Number 2005-069269 and re-recorded as
Document Number 2005-070779. If the activities or facilities of such other
utility providers result in any conflicts, each affected Owner shall cooperate
and work with such other providers to eliminate such damage or interference;
provided, however that cooperation hereunder shall not require an Owner to incur
any cost or expense as a result of another Owner s installation of a new utility
line pursuant to the easement rights granted to it in this Section 0 nor shall
it be obligated to relocate its installations, and Declarant shall have no
responsibility or liability for the same other than from the negligence or
willful misconduct of Declarant; provided however, that to the extent Declarant
is an Owner, Declarant s rights, duties and obligations shall be those of an
Owner hereunder.

(b)     Performance of Utility Work. When performing
utility work in Tract A, each Owner shall use or shall cause anyone performing
utility work on behalf of or claiming under such Owner to use, commercially
reasonable efforts to minimize any disruption to vehicular ingress and egress
across Tract A; provided, however that the Owners acknowledge and accept that
vehicular ingress and egress across Tract A may be temporarily limited as a
result of utility work in Tract A. After the performance of any utility work in
Tract A by or on behalf of an Owner for the purposes set forth in this Section
0, such Owner shall cause the affected portions of Tract A to be properly
compacted and shall be responsible, at its sole cost and expense, for the
restoration of all improvements and landscaping affected in any way by such work
to at least the condition of such improvements and landscaping as it existed
prior to such installation (including, without limitation, replacing any damaged
trees with trees of similar size and type to the trees damaged), and such Owner
shall warranty that all such work shall be free 

 

 







 

of
material defects for a period of one (1) year following the completion of such
work. In its use of Tract A and in the performance of the utility work which an
Owner is authorized to perform within Tract A, such Owner shall use its
reasonable efforts to avoid causing any damage to, or interference with, any
improvements on or within Tract A (including, without limitation, any other
utility lines installed under, across or within Tract A) or on or within the
real property adjacent to Tract A; and each such Owner shall, during the
performance of any utility work in Tract A, use commercially reasonable efforts
to provide vehicular access to each Owner of Benefited Property.

(c)     Use of Tract A for Utility Purposes. In its use
of Tract A for utility purposes, an Owner shall: (i) use commercially reasonable
efforts to provide for the safety and convenience of all persons using Tract A;
(ii) regularly inspect, and, at all times, maintain its facilities and related
equipment in good order and repair and in proper operating condition; (iii) not
permit any claim, lien or other encumbrances arising from its use of Tract A to
accrue against or attach to Tract A or any adjacent lands; and (iv) indemnify,
protect, defend and hold harmless the Declarant and other Owners of the
Benefited Property for, from and against claims, liabilities, costs and expenses
arising out of the installation, maintenance, repairs, operation, or replacement
of the utility lines and related equipment in Tract A by or on behalf of such
Owner.

(d)     Failure to Perform. If an Owner fails to perform
any obligation set forth in this Section 0, the Owner of any of the Benefited
Property may send the non-performing Owner written notice of non-performance
pursuant to the notice provisions of Section 0. If within thirty (30) days of
such notice the non-performing Owner fails to send the Owner sending the
non-performance notice a written notice either (i) disputing the non-performance
(which dispute shall be resolved by arbitration as provided herein); or (ii)
acknowledging such non-performance and agreeing to commence the cure of such
non-performance and diligently pursue such cure to completion, any such other
Owner of the Benefited Property shall have the right, but not the obligation, to
institute arbitration hereunder to determine whether performance is required
and, if required, to compel performance. In any emergency, an Owner shall make
commercially reasonable efforts to notify the non-performing Owner of the
emergency and necessary performance but no written notice to a non-performing
Owner pursuant to Section 0 shall be required before any other Owner of the
Benefited Property shall have the right to cure such non-performance that
resulted in such emergency. In the event of an emergency in which an Owner of
Benefited Property cures non-performance, the performing Owner shall, at its
option, have the right to seek reimbursement of the reasonable costs of
performance from the non-performing Owner or the Owners in the percentages
provided in Schedule 4; provided, however that if Owners whose collective
Maintenance and Approval Percentage (as defined in Section 0 below) equals or
exceeds fifty-one percent (51%), dispute that an emergency existed and object to
reimbursement of the cost of performance, then the objecting Owners may, but
shall not be required to, institute arbitration as provided herein in which the
performing Owner must demonstrate that an emergency existed requiring it to
immediately perform the work for which reimbursement is sought.


	
      3.
	
      Access and Storm Drain Easements.




(a)     Reservation of Access Easement. Declarant hereby
declares and reserves for the benefit of the Owners of the Benefited Property
perpetual, non-exclusive easements for vehicular ingress and egress over Tract A
in the location of the existing roadway or any relocation thereof located on
Tract A (the  Roadway ). The Owners may allow the use of the Roadway for ingress
and egress by their employees, agents, invitees, licensees or tenants (each, an
 Authorized Roadway User ), but each Owner shall at all times remain responsible
for the performance of all obligations hereunder by its Authorized Roadway
Users. There shall be no parking or storage of vehicles or equipment in Tract A,
and Tract A shall be used for roadway and utility purposes only. The Owners
acknowledge and accept that the grant of this easement is subject to applicable
laws and governmental regulations and restrictions and any temporary limitations
on the use of the Roadway in connection with the repair, replacement or
relocation of the Roadway (which relocation may be initiated by the Managing
Owner (as defined below) at its sole cost and expense to any location reasonably
selected by such Managing Owner so long as the location of the Roadway, as
relocated, is within Tract A); provided, that during any repair, replacement or
relocation of the Roadway by the Managing Owner, the Managing Owner shall use
commercially reasonable efforts to provide vehicular access to each Owner of
Benefited Property. The initial Managing Owner shall be the Owner of the portion
of the Benefited Property described on the attached Schedule 5; provided, that the Managing Owner may
convey portions of such property to third parties without relinquishing its role
as Managing Owner and may assign its rights and delegate its duties as Managing
Owner to an Owner of Benefited Property who must agree to assume the rights and
duties of the Managing Owner.


	
      (b)
	
      Reservation of Storm Drain Easements.




(1)     SSI Storm Drain Easement. Declarant hereby
declares and reserves a perpetual non-exclusive easement for the benefit of
Declarant and the Tract A Ownership Lots to use the existing storm drain lines
under, across and within the portion of the SSI Property pictorially shown on
the attached Schedule 9 (the  SSI
Storm Drain Easement ). The SSI Storm Drain Easement encompasses portions of the
existing storm water and processed water collection system located on the SSI
Property, as depicted on the attached Schedule
9.

 

 







 

 

(2)     SSI Storm Water System. There is an existing
storm water and processed water collection system located on the SSI Property, a
portion of which is located within the SSI Storm Drain Easement and a portion of
which is located within the 10  Storm Drain Easement created under the Plat,
which includes, without limitation, the piping and the outfalls, all catch basin
filters and all oil/water separators (together the  SSI Storm Water System ).
There is an existing storm water and processed water collection system located
on Tract A, which includes, without limitation, the piping, all catch basin
filters and all oil/water separators (the  Tract A Storm Water System ). The
Tract A Storm Water System connects to the SSI Storm Water System. The Tract A
Storm Water System and the SSI Storm Water System are jointly referred to herein
as the  Storm Water System. 

(3)     Inspection. The Managing Owner shall regularly
inspect, and, at all times, maintain the Tract A Storm Water System in good
order and repair and in proper operating condition. The Owner of the SSI
Property shall regularly inspect, and, at all times, maintain the SSI Storm
Water System in good order and repair and in proper operating
condition.

(4)     No Liens. The Managing Owner shall: (i) not
permit any claim, lien or other encumbrances arising from its use of the Storm
Water System to accrue against or attach to the SSI Property; (ii) comply with
all laws, ordinances, regulations, requirements and permits applicable to the
discharge from Tract A into the Storm Water System from and after the date
hereof, including, without limitation, permits issued by the Oregon Department
of Environmental Quality ( DEQ ) and the City of Portland Bureau of
Environmental Services ( BES ) (collectively, the  Regulatory Requirements );
(iii) provide for emergency response to prevent spills, releases or other
unlawful discharges from Tract A from entering into the Storm Water System and
to prevent spills from discharging from an outfall into or beyond the slip
(including provisions of appropriate sorbent booms or other response in the
event of a discharge); and (iv) periodically monitor stormwater quality, to the
extent required by permits issued by the DEQ and/or the BES or pursuant to any
other Regulatory Requirements and provided to Managing Owner. Any stormwater
quality monitoring data which the Managing Owner is required to provide to DEQ
or BES pursuant to Regulatory Requirements shall be provided to the Owner of the
SSI Property not later than concurrently with its submission to DEQ and/or BES
or other applicable regulatory agency.

(5)     Emergency Actions. In any emergency, the Managing
Owner shall make commercially reasonable efforts to notify the non-performing
Owner of a Tract A Ownership Lot of the emergency and necessary performance. No
written notice to a non-performing Owner of a Tract A Ownership Lot pursuant to
Section 6(h) shall be required before the Managing Owner shall have the right,
but not the obligation, to cure any non-performance that resulted in such
emergency, including, without limitation, such actions as may be necessary to
prevent spills, releases or discharges by operating an emergency shut off valve.
In the event the Managing Owner does not take immediate action to cure the
non-performance that resulted in such emergency, the Owner of the SSI Property
shall have the right, but not the obligation, to do so, and no prior written
notice pursuant to Section 6 (h) shall be required. Upon taking action to cure
non-performance, the Owner of the SSI Property shall make commercially
reasonable efforts to notify the non-performing Owner of a Tract A Ownership Lot
and the Managing Owner of the emergency and necessary performance. The Managing
Owner and the Owner of the SSI Property shall have reasonable access to the
Tract A Ownership Lots as necessary to access an emergency shut off valve. In
the event of an emergency in which the Managing Owner or the Owner of the SSI
Property cures or takes affirmative action to cure non-performance, the Managing
Owner or the Owner of the SSI Property shall have the right to seek
reimbursement of its own reasonable costs of performance from the non-performing
Owner of a Tract A Ownership Lot. The Managing Owner shall indemnify and hold
the Owner of the Tract A Ownership Lot harmless to the extent that the actions
of the Managing Owner pursuant to this section are negligent and exacerbate the
spill, release or discharge. The Owner of the SSI Property shall indemnify and
hold the Owner of the Tract A Ownership Lot harmless to the extent that the
actions of the Owner of the SSI Property pursuant to this section are negligent
and exacerbate the spill, release or discharge.

(c)     Maintenance and Repairs of Roadway and Storm Water System
Budget. The Managing Owner shall maintain and repair the
Roadway in good condition and repair consistent with the standards described on the attached Schedule 6 (the  Roadway Minimum Standards ). As
a part of the  Budget  (defined below), the Managing Owner shall include amounts
as necessary to reimburse the Owner of the SSI Property for the cost of
maintaining the SSI Storm Water System to the extent that system serves Tract A,
which shall be determined based on the estimated volume of use from Tract A, and
the Owner of the SSI Property shall be reimbursed for such costs. Each Budget
shall provide the amounts necessary for the repair and maintenance costs for the
Roadway, the Tract A Storm Water System and the SSI Storm Water System (to the
extent serving Tract A based on the estimated volume of use), including reserves
(the  Budget ). The Budget for calendar year 2005 is attached as Schedule 7. The Budget for calendar year 2005
shall be prorated from the date of this Declaration. Not less than 30 nor more
than 60 days before the beginning of each calendar year, Managing Owner shall
provide written notice to each other Owner of the proposed Budget for the
upcoming calendar year. Each notice of proposed Budget shall include an
accounting 

 

 







 

of
all repair and maintenance expenditures made since the prior accounting, and a
summary of the amount of all repair and replacement reserves then held on
account and the purpose of each reserve consistent with prior Budgets. The
proposed Budget shall include, in reasonable detail, projected maintenance
expenses for the upcoming year, and a proposed assessment for maintenance or
replacement reserves to be paid during the coming year, and the purpose or
purposes for such reserves. Unless Owners responsible for aggregate Maintenance
and Approval Percentages of greater than 50% object to the proposed Budget by
written notice to Managing Owner within thirty (30) days of the date notice of
the proposed Budget is given, the proposed Budget shall be deemed approved. In
the event Owners responsible for aggregate Maintenance and Approval Percentages
of greater than 50% do timely object to such proposed Budget, Managing Owner
shall seek the recommendation of a Qualified Independent Engineer (as defined
below) reasonably selected by the Managing Owner, which engineer shall make a
determination of the maintenance, repairs and/or replacements, and reasonable
reserves, required during the upcoming calendar year to maintain the Roadway in
a condition comparable to the Roadway Minimum Standards or for a needed
improvement to the Storm Water System. Any Extraordinary Assessment for Reserves
(as defined below) shall be supported by the opinion of a Qualified Independent
Engineer. For purposes of this Agreement, a Qualified Independent Engineer shall
be an expert in road design, maintenance and construction if the increase in the
Budget is due to roadway improvements, and shall be an expert in storm water
systems design and construction if the increase in the Budget is due to storm
water system improvements. For purposes of this Agreement, an Extraordinary
Assessment for Reserves shall initially mean an assessment for reserves for
future repairs, replacements or maintenance for all Owners, in the aggregate of
$50,000 or more for the coming calendar year. The amount qualifying as an
Extraordinary Assessment for Reserves shall be adjusted every five (5) years,
starting with calendar year 2010 by an amount equal to the percentage change
over the previous five (5) year period in the  Consumer Price Index   Seasonally
Adjusted U.S. City Average for all Items for All Urban Consumers (1982-84=100)
published in the Monthly Labor Review by the Bureau of Labor Statistics of the
United States Department of Labor (a  CPI Adjustment ). The recommendations of
the Qualified Independent Engineer shall be binding upon the Managing Owner and
all other Owners, and shall be the basis for the reserve portion of the Budget
for the year or years during which the reserve is to be collected for the
improvement(s) in question. To the extent the Qualified Independent Engineer
does not provide cost estimates for maintenance, repairs, replacements, reserves
or any Extraordinary Assessment for Reserves recommended by such engineer,
Managing Owner shall seek one or more bids from qualified contractors reasonably
selected by Managing Owner, which bid or bids shall be the basis for the
budgeted amount for the work recommended by the Qualified Independent Engineer.
In performing the maintenance and repair of the Roadway and the Storm Water
System, Managing Owner may, without the consent of the other Owners, spend all
amounts contained in the Budget designated for standard maintenance and repair
for such calendar year and any unspent amounts at the end of each calendar year
shall be applied to each Owner s pro rata payment of monthly payments to the
Managing Owner based on the Budget for the subsequent calendar year. The
Managing Owner may only spend money held in reserve for a specific repair or
replacement on the repair or replacement for which the reserve was established,
except as provided in the following sentence. During a calendar year, the
Managing Owner may only expend money in excess of the Budget (exclusive of the
reserves) for such calendar year if: (i) an emergency exists, (ii) Owners whose
collective Maintenance and Approval Percentage (as defined below) equals or
exceeds sixty-five percent (65%) have consented to such expenditure, or (iii)
Managing Owner performs the repair of damage or additional maintenance caused by
a  Defaulting Owner  as defined and provided in Section 3(d) below.

(d)Damage or Excessive
Maintenance. If an Owner s or such Owner s Authorized
Roadway Users use the Roadway in such a way as to cause damage to the Roadway
(other than normal wear and tear from vehicular ingress and egress) or require
maintenance at a level that is greater than the Roadway Minimum Standards, then
the Managing Owner may notify such Owner (the  Defaulting Owner ) of such damage
and/or need for additional maintenance. If within thirty (30) days of such
notice such Defaulting Owner fails to send the Managing Owner a written notice
either disputing the such damage and/or need for additional maintenance (which
dispute shall be resolved by arbitration as provided herein) or acknowledging
such damage and/or need for additional maintenance and agreeing to commence the
repair of such damage and/or performance of such additional maintenance and
diligently pursue such cure to completion, the Managing Owner shall have the
right, but not the obligation, to perform such repairs or additional maintenance
and such Defaulting Owner shall reimburse the Managing Owner for the cost of
such repair or additional maintenance costs within thirty (30) days of written
request therefor by the Managing Owner.

(e)     Indemnification. Each Owner shall indemnify,
protect, defend and save the other Owners harmless for, from and against any and
all liability, damage, expense, causes of action, suits, claims, or judgments
arising from bodily injury, death, or property damage arising out of the
negligence or willful misconduct in connection with such Owner s and its
Authorized Roadway Users  use of the Tract A, except to the extent caused by the
negligence or willful misconduct of the Owner seeking indemnification. Each
Owner of a Tract A Ownership Lot shall indemnify, protect, defend and save the
other Owners of Tract A Ownership Lots harmless for, from and against claims,
liabilities, costs and expenses arising out of event occurring after the date
hereof in connection with the use of, and discharge from and Owner s property
into the Storm Drain System, except to the extent caused by the negligence or
willful misconduct of the Owner of a Tract A Ownership Lot seeking
indemnification.

 

 







 

 

(f)     Insurance. Each Owner of Benefited Property shall
maintain liability insurance reasonably appropriate to insure against liability
relating to Tract A and provide coverage for its indemnity obligations
hereunder, but failure to maintain such insurance shall not obviate an Owner s
indemnity obligations.

(g)     Payment Terms. The Managing Owner shall invoice
each Owner of the Benefited Property for such Owner s share of the costs to
maintain and repair the Roadway and Storm Water System on a monthly or quarterly
basis (at the discretion of the Managing Owner), but only to the extent allowed
under Section 0, and each such Owner shall pay, within thirty (30) days of
written request therefor, to the Managing Owner, such Owner s share of the costs
of such maintenance and repairs
using the percentages for such Owner s lot described on the attached
Schedule 4 (the  Maintenance and
Approval Percentage ). The Managing Owner shall deposit all unrestricted
maintenance and repair funds in a separate interest bearing checking account at
a national bank reasonably selected by the Managing Owner with an office in
Portland, Oregon. The Managing Owner shall deposit all funds to be held as
reserves in an interest bearing escrow account ( Escrow Account ) established at
Chicago Title Insurance Company of Oregon ( CTI ), which shall be designated as
the escrowee and which shall be paid an annual fee to maintain the escrow
account pursuant to escrow instructions executed by the Owners of Benefited
Property. Approved payments from funds held in reserve shall be submitted by the
Managing Owner to CTI for payment from the Escrow Account and paid out by CTI
pursuant to the escrow instructions. If CTI should refuse to act as escrowee
hereunder, the Owners of the Benefited Property shall cause a new entity to be
appointed to serve as escrowee. No failure to invoice or delay in invoicing
shall constitute a waiver of the Managing Owner s right to invoice each Owner of
the Benefited Property for such Owner s share of all amounts due
hereunder.

(h)     Additional Obligations. The attached
Schedule 4 does not include the
owners of the parcels of land described on the attached Schedule 8 ( Lots 12, 15 and 18 ), which owners
have the right to use Tract A pursuant to separate agreements that do not
contain express provisions regarding the collection of maintenance expenses
(each an,  Excluded User,  and together the,  Excluded Users ). The Managing
Owner shall have the right, but not the obligation, to seek to obtain
reimbursement from the Excluded Users of their respective shares of maintenance
and repair expenses for the Roadway and the Storm Water System, either by having
the Excluded Users execute joinders to this Declaration or pursuant to the
provisions of ORS 105.170 to ORS 105.185; provided however, that the Managing
Owner shall have no obligation to institute litigation to collect maintenance
and repair expenses from the Excluded Users. To the extent an Excluded User
agrees to be obligated to pay its share of maintenance and repair expenses under
this Declaration, the Managing Owner shall revise Schedule 4 (without the need for a formal
amendment to this Declaration) to proportionately reduce the percentage for
which each Owner of the Benefited Property is responsible for maintenance and
repair expenses under this Declaration based upon such new allocation. To the
extent an Excluded User agrees to pay its share of a maintenance and repair
expense but does not agree to do so under this Declaration then, upon the
Managing Owner s actual receipt of payment from an Excluded User, each Owner s
maintenance or repair payment shall be reduced (or refunded if payment has
previously been made) by an amount equal to the product of (i) the amount paid
by an Excluded User, less the reasonable costs of collection incurred by the
Managing Owner (including, without limitation, the costs of its in-house
personnel), multiplied by (ii) such Owner s Maintenance and Approval Percentage.
If the Managing Owner incurs costs (including, without limitation, the costs of
its in-house personnel) in pursuing reimbursement or joinders from the Excluded
Users, then, regardless whether the Managing Owner is successful in obtaining
reimbursement or joinder, the costs of pursuing reimbursement or joinder shall
be included in the cost of maintenance and repair of the Roadway and the Storm
Water System for which each Owner of the Benefited Property shall pay such
Owner s share of the collection costs in proportion to
such Owner s Maintenance and Approval
Percentage.

(i)Managing Owner
Default. A  Managing Owner Default  shall be deemed to
have occurred if any Owner sends the Managing Owner and all other Owners a
written notice that the Managing Owner has failed to maintain and repair the
Roadway in the condition required under this Declaration pursuant to the notice
provisions of Section 0 and within thirty (30) days of such notice the Managing
Owner fails to send the Owner sending such notice a written notice either
disputing the non-performance (which dispute shall be resolved by arbitration as
provided herein) or acknowledging such non-performance and agreeing to commence
the cure of such non-performance and diligently pursue such cure to completion.
So long as a Managing Owner Default remains uncured, any other Owner shall have
the right, but not the obligation, to cure such non-performance; provided that
in an emergency posing a material risk of injury to persons or property, any
Owner shall have the right, but not the obligation, to cure non-performance by
the Managing Owner so long as such Owner shall first make commercially
reasonable efforts to notify the Managing Owner of such emergency, but no
written notice to the Managing Owner shall be required before such other Owner
shall have the right to cure such non-performance. In the event an Owner cures
non-performance by the Managing Owner, the performing Owner shall have the right
to seek reimbursement of the reasonable costs of performance from the other
Owners in the percentages provided in Schedule
4. The Managing Owner may be replaced as Managing Owner
from time to time upon an affirmative vote of a majority of the other Owners
based on the collective Maintenance and Approval Percentage of the Owners other
than the Managing Owner, which shall be determined by (i) eliminating the square
footage of all lots owned by the Managing Owner as shown on Schedule 4, with the balance of the square
footage equal to 100% (the  Remaining Square Footage, ) and (ii) dividing the
square footage owned by each Owner other than the Managing Owner by the


 

 







 

Remaining Square Footage, with the resulting percentages for each other
Owner being the Maintenance and Approval Percentage of the Owners other than the
Managing Owner.        The
vote shall occur at a meeting called by any Owner for such purpose and if the
Owners shall vote to replace the Managing Owner, they shall also select a new
Managing Owner. The Owner requesting such a meeting shall provide not less than
ten (10) days prior written notice to each of the other Owners pursuant to
Section 0, designating a time and location in Portland, Oregon for such
meeting.

(j)      Relation to
Plat. The provisions of this Declaration regarding the
repair and maintenance of the Roadway replace and supersede the repair and
maintenance provisions contained in the Plat and the provisions of the Plat
specific to the repair and maintenance of Tract A by the Owners of the Tract A
Ownership Lots shall be of no further force or effect.

4.      Lien
Rights. If an amount payable by an Owner to another
Owner, including, without limitation, any amount due to the Managing Owner
pursuant to this Declaration is not paid within thirty (30) days after its due
date, such assessment or charge shall become delinquent and shall bear interest
from the due date until paid at a rate per annum equal to the higher of: (a)
twelve percent (12%) or (b) the prevailing prime (reference) rate as published
by Bank of America (or any successor bank) at its Portland main branch office,
or any comparable successor rate of interest, plus five (5) percentage points,
but in no event higher than the maximum rate permitted by applicable law. In
addition, the Managing Owner on behalf of each Owner that is owed money under
this Declaration by another Owner may: (i) file a statement of lien against the
parcel of an Owner that fails to pay such amounts when due (which lien shall be
subject to the terms of this Declaration) and foreclose the lien to the extent
allowable under Oregon law; (ii) bring an action to recover monetary damages;
and/or (iii) exercise any other right or remedy available to it at law, in
equity, or under this Declaration. No holder of a mortgage or trust deed who
acquires title to a parcel of the Benefited Property by exercising the remedies
provided in its mortgage or trust deed shall be liable for unpaid assessments
levied prior to the date of such acquisition of title. The sale or transfer of
any parcel of the Benefited Property shall not affect any assessment lien
thereon; provided, however, that the sale of any such parcel pursuant to
foreclosure of a mortgage or trust deed thereon shall extinguish the lien as to
any installments of such assessments levied prior to the date of
sale.

5.      No Public
Dedication. Nothing contained in this Declaration
creates any rights in the general public or dedicates for public use any portion
of Tract A.


	
      6.
	
      Miscellaneous.




(a)     The easements, restrictions, benefits and obligations hereunder shall
create mutual benefits and servitudes running with the land and shall bind and
inure to the benefit of the Owners, their respective heirs, successors and
assigns. The singular number includes the plural and the masculine gender
includes the feminine and neuter. Any person or entity acquiring fee title to
the Benefited Property or any portion thereof shall be considered an Owner and
shall be bound by, or as applicable, receive the benefits of, this
Declaration.

(b)     The headings herein are inserted only as a matter of convenience and for
reference and in no way define, limit or describe the scope or intent of this
Declaration nor in any way affect the terms and provisions hereof.

(c)     Any claim, controversy, or dispute between the parties arising out of or
relating to this Declaration, or to the interpretation or breach thereof, shall
be resolved by arbitration in accordance with the then-effective arbitration
rules of the Arbitration Service of Portland, Inc. or the then-effective
commercial arbitration rules of the American Arbitration Association, whichever
organization is selected by the party that first initiates arbitration by filing
a claim in accordance with the filing rules of the organization selected, and
any judgment upon the award rendered pursuant to such arbitration may be entered
in any court having jurisdiction thereof. The parties shall use commercially
reasonable efforts to complete any arbitration within sixty (60) days of the
filing of the dispute, unless the dispute is regarding the refusal to grant a
consent or approval, in which case the time period shall be thirty (30) days.
The arbitrator or arbitrators shall be empowered to impose sanctions for any
party s failure to use commercially reasonable efforts. Each party agrees to
keep all disputes and arbitration proceedings strictly confidential, except for
the disclosure of information required in the ordinary course of business of the
parties or as required by applicable law or regulation. Any time limitation
(such as the statute of limitations or laches) that would bar litigation of a
claim, shall also bar arbitration of the claim. If any provision of this
arbitration program is declared invalid by any court, the remaining provisions
shall not be affected thereby and shall remain fully enforceable. The Owners of
the Benefited Property understand that, on demand, their disputes
as described herein will be
resolved by arbitration rather than in a court, and once so decided, cannot
later be brought, filed, or pursued in court.

(d)     In the event a suit, action, arbitration, or other proceeding of any
nature whatsoever, including, without limitation, any proceeding under the US
Bankruptcy Code, is instituted, or the services of an attorney are retained, to
interpret or enforce any provision of this Declaration or with respect to any
dispute relating to this Declaration, the prevailing party shall be entitled to
recover from the losing party its reasonable attorneys , 

 

 







 

paralegals , accountants , and other experts  fees and all other fees,
costs, and expenses actually incurred and reasonably necessary in connection
therewith (collectively,  Attorneys  Fees ). In the event of suit, action,
arbitration, or other proceeding, the amount of the Attorneys  Fees shall be
determined by the judge or arbitrator, shall include fees and expenses incurred
on any appeal or review, and shall be in addition to all other amounts provided
by law.

(e)     Except for payments of money due hereunder, in case of interference in
performance by any Owner of its obligations under this Declaration because of
any act beyond the reasonable control of such Owner, including without
limitation acts of God, war, insurrection, fires, floods, strikes, unanticipated
equipment failure or other cause beyond the reasonable control of such Owner,
all affected Owners shall take reasonable measures to mitigate the unfavorable
effects of such force majeure events and performance hereunder shall be excused
for a reasonable period of time while the affected Owners take reasonable
measures to mitigate.

(f)     It is expressly agreed that no breach of this Declaration shall entitle
any person or entity to cancel, rescind, or otherwise terminate this
Declaration, or defeat or render invalid the lien of any mortgage or trust deed
made in good faith and for value as to any part of the Benefited Property.
However, such limitation shall not affect in any manner any other rights or
remedies which a party may have hereunder by reason of any such
breach.

(g)     This Declaration (including exhibits) constitutes the entire agreement,
and once executed and delivered may not be modified, canceled or altered in any
respect except by written agreement signed by Owners whose collective
Maintenance and Approval Percentage equals or exceeds seventy-five percent (75%)
and recorded in the same manner as required by this document. Invalidation of
any provision of this Declaration, in whole or in part, or of any application of
a provision of this Declaration, by judgment or court order shall in no way
affect other provisions or applications.

(h)     Notice may, unless otherwise provided herein, be given or served (a) by
certified mail, return receipt requested, with postage prepaid, (b) by
delivering the same to such party, or an agent of such party, in person or by
commercial courier, (c) by facsimile transmission, if the time of facsimile
delivery is confirmed by sender s receipt of a transmission report, generated by
sender s facsimile machine, which confirms that the facsimile was successfully
transmitted in its entirety and provided the facsimile was forwarded prior to
5:00 P.M., or (d) by depositing the same into custody of a nationally recognized
overnight delivery service. Notice given in any manner shall be effective only
if and when received by the party to be notified between the hours of 8:00 A.M.
and 5:00 P.M. of any business day with delivery made after such hours to be
deemed received the following business day. For the purposes of notice, each
Owner s notice address shall be the address of each Benefited Property. Each
Owner shall have the right from time to time to change its respective notice
address, and each shall have the right to specify as its address any other
address within the United States of America by at least five (5) days written
notice to all other Owners.

(i)      No modification or termination of this Declaration shall be binding upon
any first position holders of any mortgage or trust deed encumbering the
Benefited Property or their successors or assigns ( Mortgage Holder ), unless
the Mortgage Holder has consented to the modification or termination, which
consent shall not be unreasonably withheld, conditioned or delayed. However,
consent will be deemed given if a Mortgage Holder does not object in writing
within thirty (30) days after notice of the proposed modification or
termination.

IN WITNESS WHEREOF, the undersigned has executed
this Declaration the day and year first written above.

SCHNITZER INVESTMENT CORP., an Oregon corporation

By: ______________________________________

Title: _____________________________________


	
      State of
	
      ___________________________)




___________________________)ss.


	
      County of
	
      ___________________________)




 

The foregoing instrument was acknowledged before me this _____ day of
______, 2005, by _________________, the _____________ of _________________, on
behalf of ________________.

(Seal and Expiration Date)

 

 







 

 

_____________________________________

Notary Public

 

 

 







 

 

Schedule 1

Legal Description of Tract A

March 31, 2005

Job No. 05-3788

NEW TRACT  A , BIP

A
tract of land being a portion of Tract  A , Lot 2 and Lot 3, Burgard Industrial
Park, a duly recorded subdivision in Section 35, Township 2 North, Range 1 West
of the Willamette Meridian, City of Portland, County of Multnomah and State of
Oregon, being more particularly described as follows:

Beginning at the Northeast corner of said Tract  A  thence along the East
line thereof South 1729 34  East, 62.50 feet to the Southeast corner of said
Tract  A  thence along the South line thereof South 8846 12  West, 1563.75 feet
to the beginning of a tangent 90.00 foot radius curve to the left; thence
leaving the North line of said Lot 2 and along the arc of said curve 91.68 feet
through a central angle of 5822 06  (the long chord bears South 5935 09  West,
87.77 feet); thence South 3024 06  West, 143.18 feet to the beginning of a
tangent 100.00 foot radius curve to the right; thence along the arc of said
curve 59.05 feet through a central angle of 3349 49  (the long chord bears
South 4719 01  West, 58.19 feet) to a point on the most Northerly South line of
said Lot 2; thence along last said line North 8955 04  West, 43.60 feet to an
angle corner in the West line of said Lot 2; thence along said West line North
0004 56  East, 201.97 feet to an angle point therein; thence North 6506 14
West, 361.13 feet; thence South 8955 04  East, 80.16 feet; thence North
0004 56  East, 29.07 feet; thence South 6646 00  East, 293.17 feet; thence
North 9000 00  East, 162.76 feet to the West line of Lot 4, Burgard Industrial
Park; thence along said West line South 3231 53  East, 19.14 feet to a point on
the arc of a non-tangent 140.00 foot radius curve to the right, a radial line
bears North 1704 11  West to said point; thence along the arc of said curve
38.70 feet through a central angle of 1550 23  (the long chord bears North
8051 01  East, 38.58 feet); thence North 0113 48  West, 10.00 feet; thence
North 8846 12  East, 1546.25 feet to the point of beginning.

Containing therein 2.560 acres, more or less.

 

 







 

 

Schedule 2

Legal Description of Benefited Property

March 31, 2005

Job No. 05-3788

Benefited Property   Lot 2

(PART OF LOT 2, BIP)

A
tract of land being a portion of Lot 2 and a portion of Lot 1, BURGARD
INDUSTRIAL PARK, a duly recorded subdivision in the Southwest 1/4 and Southeast
1/4 of Section 35, Township 2 North, Range 1 West of the Willamette Meridian,
City of Portland, County of Multnomah and State of Oregon, being more
particularly described as follows:

Beginning at the Northeast corner of said Lot 2, BURGARD INDUSTRIAL PARK;
thence along the North line of said Lot 2 South 8846 12  West, 510.66 feet to
the beginning of a tangent 90.00 foot radius curve to the left; thence leaving
the North line of said Lot 2 and along the arc of said curve 91.68 feet through
a central angle of 5822 06  (the long chord bears South 5935 09  West, 87.77
feet); thence South 3024 06  West, 143.18 feet to the beginning of a tangent
100.00 foot radius curve to the right; thence along the arc of said curve 59.05
feet through a central angle of 3349 49  (the long chord bears South 4719 01
West, 58.19 feet) to a point on the most Northerly South line of said Lot 2;
thence along last said line South 8955 04  East, 71.46 feet to an angle corner
in the West line of said Lot 2; thence along said West line South 0004 56
West, 623.63 feet to the Southwest corner of said Lot 2; thence along the South
line thereof North 8701 13  East, 509.64 feet; thence North 6341 39  East,
26.32 feet; thence North 3101 39  East, 28.39 feet to an angle corner in the
West line of said Lot 1; thence along said West line South 5858 21  East, 28.50
feet; thence South 3101 39  West, 34.33 feet to the beginning of a non-tangent
337.50 foot radius curve to the right, a radial line bears North 1514 39  East
to said point; thence Southeasterly along the arc of said curve 97.19 feet
through a central angle of 1630 00  (the long chord bears South 6630 21  East,
96.86 feet); thence South 5815 21  East, 38.59 feet to the beginning of a
tangent 250.00 foot radius curve to the right; thence along the arc of said
curve 119.99 feet through a central angle of 2730 00  (the long chord bears
South 4430 21  East, 118.84 feet); thence South 3045 21  East, 35.58 feet;
thence South 2618 21  East, 296.70 feet; thence leaving said West line of said
Lot 1 North 6341 39  East, 34.72 feet to a point on the arc of a non-tangent
471.00 foot radius curve to the right, a radial line bears South 6938 24  West
to said point; thence Northwesterly and Northerly along the arc of said curve
175.23 feet through a central angle of 2119 00  (the long chord bears North
0942 06  West, 174.22 feet); thence North 0057 24  East, 74.53 feet; thence
North 3027 20  East, 40.73 feet to a point on the East line of said Lot 1;
thence along said East line North 5932 40  West, 224.56 feet to an angle corner
therein; thence North 3802 00  West, 149.18 feet to the Southeast corner of
said Lot 2; thence along the East line of said Lot 2 North 0113 48  West,
736.01 feet to the point of beginning.

Containing therein 13.033 acres, more or less.

Benefited Property   Lot 3

(PART OF LOT 3, BIP)

A
tract of land being a portion of Lot 3 and a portion of Tract  A , BURGARD
INDUSTRIAL PARK, a duly recorded subdivision in Section 35, Township 2 North,
Range 1 West of the Willamette Meridian, City of Portland, County of Multnomah
and State of Oregon, being more particularly described as follows:

Beginning at the Northwest corner of said Lot 3; thence along the North
line thereof South 8038 34  East, 282.88 feet to the beginning of a non-tangent
420.00 foot radius curve to the right, a radial line bears North 3815 50  East
to said point; thence Southeasterly and Southerly along the arc of said curve
379.69 feet through a central angle of 5147 49  (the long chord bears South
2550 16  East, 366.89 feet) to a point on the East line of said Lot 3; thence
along said East line South 0003 39  West, 333.34 feet to an angle point
therein; thence South 8846 12  West, 18.11 feet to an angle point therein;
thence along the East line of said Lot 3 South 0100 48  East, 37.64 feet to the
beginning of a non-tangent 529.00 foot radius curve to the right; thence along
the arc of said curve 132.91 feet 

 

 







 

through a central angle of 1423 44  (the long chord bears South
0715 31  West, 132.56 feet); thence South 1409 54  West, 98.26 feet to the
beginning of a non-tangent 348.50 foot radius curve to the left; thence along
the arc of said curve 294.51 feet through a central angle of 4825 11  (the long
chord bears South 0945 12  East, 285.83 feet); thence South 3231 53  East,
3.11 feet; thence leaving the East line of said Lot 3 North 9000 00  West,
162.76 feet; thence North 6646 00  West, 293.17 feet to a point in the West
line of said Tract  A  thence along said West line North 0004 56  East, 10.93
feet to the Southwest corner of said Lot 3; thence along the West line thereof
North 0004 56  East, 1132.09 feet to the point of beginning.

Containing therein 11.123 acres, more or less.

Benefited Property   Lots 4, 5, 6, 7, 8 and Tract C

Lots 4, 5, 6, 7, 8 and Tract  C , BURGARD INDUSTRIAL PARK, a duly
recorded subdivision in Section 35, Township 2 North, Range 1 West of the
Willamette Meridian, City of Portland, County of Multnomah and State of
Oregon.

Containing therein 11.9422 acres, more or less.

Benefited Property   Lot 11

(LOT 11)

A
tract of land in Section 35, Township 2 North, Range 1 West of the Willamette
Meridian, in the City of Portland, County of Multnomah and State of Oregon,
being more particularly described as follows:

Commencing at the point of intersection of the Easterly Harbor Line of
the Willamette River as established by U.S. Army Corps of Engineers, February 9,
1968, with the Westerly extension of the South line of said Section 35; thence
North 2353'30" West along said Easterly Harbor Line, 2001.45 feet; thence North
2339'54" West along said Easterly Harbor Line, 362.89 feet; thence leaving said
Harbor Line South 8955 04  East, 334.00 feet, more or less, to a point on the
line of Ordinary Low Water of the Willamette River, said point being the True
Point of Beginning of the tract of land herein described; thence continuing
South 8955'04" East, 587.06 feet; thence North 0006'41" East, 78.64 feet to
the Southwest corner of that certain tract conveyed to Container Corporation
recorded July 1, 1950 in Book 1408, Page 125, Multnomah County Deed Records;
thence along the West line thereof North 0006 41  East, 373.53 feet to a point
on the South line of that certain tract conveyed to Bell Oil Terminal Co.
recorded October 9, 1953, in Book 1625, Page 494, said Deed Records; thence
along the South line thereof North 8955'04" West, 355.36 feet; thence along the
West line of said Bell Oil Terminal tract the following courses: North 0002'56"
East, 188.56 feet; thence North 8955'04" West, 26.10 feet; thence North
0002'56" East, 229.39 feet to the Northwest corner of said Bell Oil Terminal
tract, said point being on a line drawn South 8955'04" East from the most
Southerly corner of the tract conveyed to Northwest Terminal Co. recorded
December 11, 1943 in Book 800, Page 240, said Deed Records; thence North
8955 04" West, 673.37 feet more or less, to a point on the line of Ordinary Low
Water of the Willamette River; thence along said line of Ordinary Low Water
South 2632 06  East, 117.25 feet; thence South 0940 53  East, 62.95 feet;
thence South 1440 37  East, 80.71 feet; thence South 0944 02  East, 100.86
feet; thence South 2131 49  East, 218.15 feet; thence South 4306 21  East,
197.65 feet; thence South 3906 11  East, 102.02 feet; thence South 3428 10
East, 88.36 feet; thence South 5331 18  East, 45.51 feet to the True Point of
Beginning.

Containing therein 13.966 acres, more or less

Benefited Property   Lot 13

(LOT 13)

A
tract of land in Section 35, Township 2 North, Range 1 West of the Willamette
Meridian, in the City of Portland, County of Multnomah and State of Oregon,
being more particularly described as follows:

Commencing at the point of intersection of the Easterly Harbor Line of
the Willamette River as established by U.S. Army Corps of Engineers, February 9,
1968, with the Westerly extension of the South line of said Section 35; thence
North 2353'30" West along said Easterly Harbor Line, 2001.45 feet; thence North
2339'54" West along said Easterly Harbor Line, 362.89 feet; thence leaving said
Harbor Line South 8955'04" East, 921.06 feet; thence North 0006'41" East,
78.64 feet to the Southwest corner of that certain tract conveyed to Container
Corporation 

 

 







 

recorded July 1, 1950 in Book 1408, Page 125, Multnomah County Deed
Records; thence along the West line thereof North 0006 41  East, 313.53 feet to
the Northwest corner of said Container Corporation tract and the True Point of
Beginning of the herein described tract of land; thence continuing North
0006 41  East, 60.00 feet to a point on the South line of that certain tract
conveyed to Bell Oil Terminal Co. recorded October 9, 1953, in Book 1625, Page
494, said Deed Records; thence along the South line thereof South 8955'04"
East, 259.22 feet to the Southeast corner of said Bell Oil Terminal Co. tract;
thence on a Southerly extension of the East line of said Bell Oil Terminal tract
South 0002'56" West, 60.00 feet to the North line of said Container Corporation
tract; thence along said North line North 8955 04  West, 259.29 feet to the
True Point of Beginning.

Containing therein 0.357 acres, more or less.

Benefited Property   Lot 14

(LOT 14)

A
tract of land in the West one-half of Section 35, Township 2 North, Range 1 West
of the Willamette Meridian, in the City of Portland, County of Multnomah and
State of Oregon, being more particularly described as follows:

Beginning at the Northeast corner of that certain tract of land conveyed
to Bell Oil Terminal Co. recorded February 1, 1955 in Book 1703 Page 450,
Multnomah County Deed Records, said corner bears North 1236 16  West, 2981.27
feet from the Southwest corner of the William Gatton D.L.C.; thence Easterly on
a line extending the Northerly line of said Book 1703, Page 450, South 8955 04
East, 896.35 feet to a point on the West line of Lot 3, BURGARD INDUSTRIAL PARK,
a duly recorded subdivision, last described point bears South 0004 56  West,
694.20 feet from the Northwest corner of said Lot 3; thence along said West line
of Lot 3 and West line of Tract A South 0004 56  West, 477.89 feet; thence
North 8955 04  West, 80.16 feet to the most Northerly Northeast corner of that
certain tract of land conveyed to Container Corp. recorded June 1, 1950 in Book
1408, Page 125, said Deed Records; thence along the North line thereof North
8955 04  West, 815.91 feet to a point of intersection with the Southerly
extension of the East line of said Bell Oil Terminal Co. tract; thence North
0002 56  East along said Southerly extension and East line of the Bell Oil
Terminal Co. Tract, 477.89 feet to the point of beginning.

Containing therein 9.832 acres, more or less.

Benefited Property   Lot 16

(LOT 16)

A
tract of land being a portion of those lands described in Book 883, Page 784
recorded September 22, 1972, Multnomah County Deed Records, in Section 35,
Township 2 North, Range 1 West of the Willamette Meridian, in the City of
Portland, County of Multnomah and State of Oregon, being more particularly
described as follows:

Beginning at the Southeast corner of that tract of land conveyed to
Container Corporation of America recorded October 5, 1975, in Book 1066, Page
548, said Deed Records, said corner bears North 0004 56  East, 40.00 feet from
an angle corner in the West line of Lot 2, BURGARD INDUSTRIAL PARK, a duly
recorded subdivision; thence along said West line of Lot 2 South 0004 56  West,
40.00 feet; thence South 8955 04  East, 115.06 feet; thence South 0004 56
West, 196.53 feet; thence leaving said West line North 9000 00  West, 2069.30
feet, more or less, to the line of Ordinary Low Water of the Willamette River;
thence along said line of Ordinary Low Water North 1232 11  West, 164.84 feet
to the South line of those lands described in Book 883, Page 784, said Deed
Records; thence along the South line thereof South 8955 04  East, 587.06 feet;
thence North 0006 41  East, 78.64 feet to the Southwest corner of said
Container Corporation of America tract; thence along the South line thereof
South 8955 04  East, 1403.15 feet to the point of beginning.

EXCEPTING THEREFROM Ownership of the State of Oregon in and to that
portion of the premises herein described lying below the line of Ordinary Low
Water of the Willamette River.

Containing therein 10.273 acres, more or less.

Benefited Property   Lot 17

(LOT 17)

 

 







 

 

A
tract of land being a portion of those lands described in Book 883, Page 784,
recorded September 22, 1972, Multnomah County Deed Records, and Lot 1, BURGARD
INDUSTRIAL PARK, a duly recorded subdivision in Section 35, Township 2 North,
Range 1 West of the Willamette Meridian, in the City of Portland, County of
Multnomah and State of Oregon, being more particularly described as
follows:

Commencing at the intersection of the Westerly extension of the South
line of said Section 35 with the Easterly Harbor Line of the Willamette River;
thence along said Harbor Line North 2553 30  West, 253.93 feet; thence South
8808 52  East, 218.00 feet to the True Point of Beginning of the herein
described tract of land, said point being the line of Ordinary Low Water of the
Willamette River; thence continuing South 8808 52  East, 1170.01 feet; thence
parallel with the South line of said Section 35 South 8953 00  East, 1904.74
feet; thence North 6151 50  East, 396.75 feet to a point on the Westerly right
of way line of N. Burgard Road; thence along said Westerly right of way line
North 2247 26  West, 30.13 feet to the Southeast corner of said Lot 1, BURGARD
INDUSTRIAL PARK; thence continuing along the Westerly right of way line of N.
Burgard Road North 2247 26  West, 58.26 feet; thence leaving said Westerly
right of way line South 6548 00  West, 223.00 feet; thence South 7225 00
West, 190.41 feet; thence North 8953 00  West, 255.00 feet; thence South
8248 21  West, 357.00 feet to a point on the arc of a non-tangent 433.00 foot
radius curve to the left, a radial line bears South 1719 27  East to said
point; thence Southwesterly and Westerly along the arc of said curve 131.81 feet
through a central angle of 1726 27  (the long chord bears South 8123 46  West,
131.30 feet); thence North 8953 00  West, 321.47 feet to the beginning of a
tangent 503.40 foot radius curve to the right; thence along the arc of said
curve 169.19 feet through a central angle of 1915 25  (the long chord bears
North 8015 17  West, 168.40 feet to the most Northerly Southwest corner of said
Lot 1, said corner being coincident with the most Southerly corner of the
Northwest Pipe Co. tract described in Recorder s Fee No. 98090513, said Deed
Records, said corner also being on the arc of a tangent 332.50 foot radius
compound curve to the right; thence along the Westerly line of said Northwest
Pipe Co. tract and along the arc of said curve 151.00 feet through a central
angle of 2601 12  (the long chord bears North 5736 59  West, 149.71 feet) to
the beginning of a tangent 286.00 foot radius compound curve to the right;
thence along the arc of said curve 91.35 feet through a central angle of
1818 02  (the long chord bears North 3527 22  West, 90.96 feet); thence North
2618 21  West, 1240.30 feet to the Northwest corner of said Northwest Pipe Co.
tract; thence along the North line thereof North 8701 13  East, 262.63 feet to
the Southwest corner of Lot 2, BURGARD INDUSTRIAL PARK; thence along said West
line North 0004 56  East, 427.10 feet; thence leaving the West line of said Lot
2 North 9000 00  West, 2069.30 feet, more or less, to the line of Ordinary Low
Water of the Willamette River; thence along said line of Ordinary Low Water
South 1232 11  East, 440.17 feet; thence South 4647 24  East, 41.71 feet;
thence South 2553 28  East, 175.11 feet; thence South 2625 59  East, 436.73
feet; thence South 2324 33  East, 97.72 feet; thence South 2805 06  East,
149.78 feet; thence South 2612 54  East, 302.88 feet; thence South 2523 35
East, 259.88 feet; thence South 2002 09  East, 15.96 feet to the True Point of
Beginning.

Containing therein 75.857 acres, more or less.

 

 







 

 

Schedule 3

Legal Description of the SSI Property

March 31, 2005

Job No. 05-3788

NEW TRACT  A , BIP

An
undivided 25% interest in the hereinafter described tract of land, said tract
being a portion of Tract  A , Lot 2 and Lot 3, Burgard Industrial Park, a duly
recorded subdivision in Section 35, Township 2 North, Range 1 West of the
Willamette Meridian, City of Portland, County of Multnomah and State of Oregon,
being more particularly described as follows:

Beginning at the Northeast corner of said Tract  A  thence along the East
line thereof South 1729 34  East, 62.50 feet to the Southeast corner of said
Tract  A  thence along the South line thereof South 8846 12  West, 1563.75 feet
to the beginning of a tangent 90.00 foot radius curve to the left; thence
leaving the North line of said Lot 2 and along the arc of said curve 91.68 feet
through a central angle of 5822 06  (the long chord bears South 5935 09  West,
87.77 feet); thence South 3024 06  West, 143.18 feet to the beginning of a
tangent 100.00 foot radius curve to the right; thence along the arc of said
curve 59.05 feet through a central angle of 3349 49  (the long chord bears
South 4719 01  West, 58.19 feet) to a point on the most Northerly South line of
said Lot 2; thence along last said line North 8955 04  West, 43.60 feet to an
angle corner in the West line of said Lot 2; thence along said West line North
0004 56  East, 201.97 feet to an angle point therein; thence North 6506 14
West, 361.13 feet; thence South 8955 04  East, 80.16 feet; thence North
0004 56  East, 29.07 feet; thence South 6646 00  East, 293.17 feet; thence
North 9000 00  East, 162.76 feet to the West line of Lot 4, Burgard Industrial
Park; thence along said West line South 3231 53  East, 19.14 feet to a point on
the arc of a non-tangent 140.00 foot radius curve to the right, a radial line
bears North 1704 11  West to said point; thence along the arc of said curve
38.70 feet through a central angle of 1550 23  (the long chord bears North
8051 01  East, 38.58 feet); thence North 0113 48  West, 10.00 feet; thence
North 8846 12  East, 1546.25 feet to the point of beginning.

Containing therein 2.560 acres, more or less.

Lot 2

(PART OF LOT 2, BIP)

A
tract of land being a portion of Lot 2 and a portion of Lot 1, BURGARD
INDUSTRIAL PARK, a duly recorded subdivision in the Southwest 1/4 and Southeast
1/4 of Section 35, Township 2 North, Range 1 West of the Willamette Meridian,
City of Portland, County of Multnomah and State of Oregon, being more
particularly described as follows:

Beginning at the Northeast corner of said Lot 2, BURGARD INDUSTRIAL PARK;
thence along the North line of said Lot 2 South 8846 12  West, 510.66 feet to
the beginning of a tangent 90.00 foot radius curve to the left; thence leaving
the North line of said Lot 2 and along

the arc of said curve 91.68 feet through a central angle of 5822 06
(the long chord bears South 5935 09  West, 87.77 feet); thence South 3024 06
West, 143.18 feet to the beginning of a tangent 100.00 foot radius curve to the
right; thence along the arc of said curve 59.05 feet through a central angle of
3349 49  (the long chord bears South 4719 01  West, 58.19 feet) to a point on
the most Northerly South line of said Lot 2; thence along last said line South
8955 04  East, 71.46 feet to an angle corner in the West line of said Lot 2;
thence along said West line South 0004 56  West, 623.63 feet to the Southwest
corner of said Lot 2; thence along the South line thereof North 8701 13  East,
509.64 feet; thence North 6341 39  East, 26.32 feet; thence North 3101 39
East, 28.39 feet to an angle corner in the West line of said Lot 1; thence along
said West line South 5858 21  East, 28.50 feet; thence South 3101 39  West,
34.33 feet to the beginning of a non-tangent 337.50 foot radius curve to the
right, a radial line bears North 1514 39  East to said point; thence
Southeasterly along the arc of said curve 97.19 feet through a central angle of
1630 00  (the long chord bears South 6630 21  East, 96.86 feet); thence South
5815 21  East, 38.59 feet to the beginning of a tangent 250.00 foot radius
curve to the right; thence along the arc of said curve 

 

 







 

119.99 feet through a central angle of 2730 00  (the long chord bears
South 4430 21  East, 118.84 feet); thence South 3045 21  East, 35.58 feet;
thence South 2618 21  East, 296.70 feet; thence leaving said West line of said
Lot 1 North 6341 39  East, 34.72 feet to a point on the arc of a non-tangent
471.00 foot radius curve to the right, a radial line bears South 6938 24  West
to said point; thence Northwesterly and Northerly along the arc of said curve
175.23 feet through a central angle of 2119 00  (the long chord bears North
0942 06  West, 174.22 feet); thence North 0057 24  East, 74.53 feet; thence
North 3027 20  East, 40.73 feet to a point on the East line of said Lot 1;
thence along said East line North 5932 40  West, 224.56 feet to an angle corner
therein; thence North 3802 00  West, 149.18 feet to the Southeast corner of
said Lot 2; thence along the East line of said Lot 2 North 0113 48  West,
736.01 feet to the point of beginning.

Containing therein 13.033 acres, more or less.

Lot 17

(LOT 17)

A
tract of land being a portion of those lands described in Book 883, Page 784,
recorded September 22, 1972, Multnomah County Deed Records, and Lot 1, BURGARD
INDUSTRIAL PARK, a duly recorded subdivision in Section 35, Township 2 North,
Range 1 West of the Willamette Meridian, in the City of Portland, County of
Multnomah and State of Oregon, being more particularly described as
follows:

Commencing at the intersection of the Westerly extension of the South
line of said Section 35 with the Easterly Harbor Line of the Willamette River;
thence along said Harbor Line North 2553 30  West, 253.93 feet; thence South
8808 52  East, 218.00 feet to the True Point of Beginning of the herein
described tract of land, said point being the line of Ordinary Low Water of the
Willamette River; thence continuing South 8808 52  East, 1170.01 feet; thence
parallel with the South line of said Section 35 South 8953 00  East, 1904.74
feet; thence North 6151 50  East, 396.75 feet to a point on the Westerly right
of way line of N. Burgard Road; thence along said Westerly right of way line
North 2247 26  West, 30.13 feet to the Southeast corner of said Lot 1, BURGARD
INDUSTRIAL PARK; thence continuing along the Westerly right of way line of N.
Burgard Road North 2247 26  West, 58.26 feet; thence leaving said Westerly
right of way line South 6548 00  West, 223.00 feet; thence South 7225 00
West, 190.41 feet; thence North 8953 00  West, 255.00 feet; thence South
8248 21  West, 357.00 feet to a point on the arc of a non-tangent 433.00 foot
radius curve to the left, a radial line bears South 1719 27  East to said
point; thence Southwesterly and Westerly along the arc of said curve 131.81 feet
through a central angle of 1726 27  (the long chord bears South 8123 46  West,
131.30 feet); thence North 8953 00  West, 321.47 feet to the beginning of a
tangent 503.40 foot radius curve to the right; thence along the arc of said
curve 169.19 feet through a central angle of 1915 25  (the long chord bears
North 8015 17  West, 168.40 feet to the most Northerly Southwest corner of said
Lot 1, said corner being coincident with the most Southerly corner of the
Northwest Pipe Co. tract described in Recorder s Fee No. 98090513, said Deed
Records, said corner also being on the arc of a tangent 332.50 foot radius
compound curve to the right; thence along the Westerly line of said Northwest
Pipe Co. tract and along the arc of said curve 151.00 feet through a central
angle of 2601 12  (the long chord bears North 5736 59  West, 149.71 feet) to
the beginning of a tangent 286.00 foot radius compound curve to the right;
thence along the arc of said curve 91.35 feet through a central angle of
1818 02  (the long chord bears North 3527 22  West, 90.96 feet); thence North
2618 21  West, 1240.30 feet to the Northwest corner of said Northwest Pipe Co.
tract; thence along the North line thereof North 8701 13  East, 262.63 feet to
the Southwest corner of Lot 2, BURGARD INDUSTRIAL PARK; thence along said West
line North 0004 56  East, 427.10 feet; thence leaving the West line of said Lot
2 North 9000 00  West, 2069.30 feet, more or less, to the line of Ordinary Low
Water of the Willamette River; thence along said line of Ordinary Low Water
South 1232 11  East, 440.17 feet; thence South 4647 24  East, 41.71 feet;
thence South 2553 28  East, 175.11 feet; thence South 2625 59  East, 436.73
feet; thence South 2324 33  East, 97.72 feet; thence South 2805 06  East,
149.78 feet; thence South 2612 54  East, 302.88 feet; thence South 2523 35
East, 259.88 feet; thence South 2002 09  East, 15.96 feet to the True Point of
Beginning.

Containing therein 75.857 acres, more or less.

 

 







 

 

Schedule 4

Maintenance Share for Owners of Benefited Property


	
      Benefited Property (Lot #)_
	
       
	
      Acres
	
       
	
      Square Footage
	
       
	
      Maintenance %age
	
       

	
      2
	
       
	
      6.52
	
       
	
      283,859
	
       
	
      7.10%
	
       

	
      3
	
       
	
      11.12
	
       
	
      484,517
	
       
	
      12.12%
	
       

	
      4
	
       
	
      4.20
	
       
	
      182,952
	
       
	
      4.58%
	
       

	
      5
	
       
	
      3.87
	
       
	
      168,577
	
       
	
      4.22%
	
       

	
      6
	
       
	
      3.62
	
       
	
      157,600
	
       
	
      3.94%
	
       

	
      7
	
       
	
      3.10
	
       
	
      135,036
	
       
	
      3.38%
	
       

	
      8
	
       
	
      3.66
	
       
	
      159,255
	
       
	
      3.98%
	
       

	
      11
	
       
	
      11.51
	
       
	
      501,388
	
       
	
      12.54%
	
       

	
      13
	
       
	
      0.35
	
       
	
      15,461
	
       
	
      0.39%
	
       

	
      14
	
       
	
      9.83
	
       
	
      427,847
	
       
	
      10.70%
	
       

	
      16
	
       
	
      1.29
	
       
	
      56,126
	
       
	
      1.40%
	
       

	
      17
	
       
	
      32.70
	
       
	
      1,424,298
	
       
	
      35.63%
	
       

	
       
	
       
	
       
	
       
	
       
	
       
	
       
	
       

	
       
	
       
	
      91.76
	
       
	
      3,996,916
	
       
	
      100.00%
	
       

	
       
	
       
	
       
	
       
	
       
	
       
	
       
	
       




 

 

 







 

 

Schedule 5

Legal Description of Managing Owner Property

Lot 3

(PART OF LOT 3, BIP)

A
tract of land being a portion of Lot 3 and a portion of Tract  A , BURGARD
INDUSTRIAL PARK, a duly recorded subdivision in Section 35, Township 2 North,
Range 1 West of the Willamette Meridian, City of Portland, County of Multnomah
and State of Oregon, being more particularly described as follows:

Beginning at the Northwest corner of said Lot 3; thence along the North
line thereof South 8038 34  East, 282.88 feet to the beginning of a non-tangent
420.00 foot radius curve to the right, a radial line bears North 3815 50  East
to said point; thence Southeasterly and Southerly along the arc of said curve
379.69 feet through a central angle of 5147 49  (the long chord bears South
2550 16  East, 366.89 feet) to a point on the East line of said Lot 3; thence
along said East line South 0003 39  West, 333.34 feet to an angle point
therein; thence South 8846 12  West, 18.11 feet to an angle point therein;
thence along the East line of said Lot 3 South 0100 48  East, 37.64 feet to the
beginning of a non-tangent 529.00 foot radius curve to the right; thence along
the arc of said curve 132.91 feet through a central angle of 1423 44  (the long
chord bears South 0715 31  West, 132.56 feet); thence South 1409 54  West,
98.26 feet to the beginning of a non-tangent 348.50 foot radius curve to the
left; thence along the arc of said curve 294.51 feet through a central angle of
4825 11  (the long chord bears South 0945 12  East, 285.83 feet); thence South
3231 53  East, 3.11 feet; thence leaving the East line of said Lot 3 North
9000 00  West, 162.76 feet; thence North 6646 00  West, 293.17 feet to a point
in the West line of said Tract  A  thence along said West line North 0004 56
East, 10.93 feet to the Southwest corner of said Lot 3; thence along the West
line thereof North 0004 56  East, 1132.09 feet to the point of
beginning.

Containing therein 11.123 acres, more or less.

 

 







 

 

Schedule 6

Roadway Minimum Standards

The minimum roadway standard is the standard of maintenance and repairs
required to maintain the Roadways at their current level of maintenance and
repair, as of the date of this Declaration, based on current traffic volumes and
weight. The minimum roadway standard is NOT to the City of Portland or Multnomah
County public street standards with curbs, sidewalks or similar
improvements.

 

 







 

 

Schedule 7

Budget (Calendar Year 2005)


	
       
	
       
	
      International
Terminals
	
       
	
       
	
       

	
       
	
       
	
      2005 Common Roadways
      Budget
	
       
	
       

	
       
	
       
	
       
	
       
	
       
	
       
	
       
	
       

	
       
	
       
	
       
	
       
	
       
	
       
	
       
	
       

	
       
	
      Repairs & Maintenance
	
       
	
       
	
       
	
       

	
      (2)
	
       
	
      Reserve Account
	
       
	
      5,000
	
       
	
       

	
       
	
       
	
      Asphalt Patching - Minor
	
       
	
      7,000
	
       
	
       

	
       
	
       
	
      Maintenance Mgr/Engineer
	
       
	
      2,683
	
       
	
       

	
       
	
       
	
      Weed abatement/Trash
	
       
	
      4,250
	
       
	
       

	
       
	
       
	
      Fire hydrants
	
       
	
      500
	
       
	
       

	
       
	
       
	
      Catch basins
	
       
	
      1,000
	
       
	
       

	
       
	
      Total R&M
	
       
	
       
	
      20,433
	
       
	
       

	
       
	
      Contingency
	
       
	
       
	
      2,043
	
       
	
       

	
       
	
      Property Tax
	
       
	
       
	
      1,350
	
       
	
       

	
      (1)
	
      Misc. (Legal or
Environmental)
	
       
	
      1,500
	
       
	
       

	
       
	
      Admin Fee (Acct'g, JDE,
    Admin.)
	
       
	
      4,900
	
       
	
       

	
       
	
       
	
       
	
       
	
       
	
       
	
       
	
       

	
       
	
      Total Estimated 2005 Expenses
	
       
	
      30,227
	
       
	
       

	
       
	
       
	
       
	
       
	
       
	
       
	
       
	
       

	
      (1)
	
      To build and maintain an initial $10,000 reserve
      for misc. legal/environmental fees.

	
      (2)
	
      To build and maintain an initial $25,000 reserve
      for major R&M.
	
       
	
       

	
       
	
       
	
       
	
       
	
       
	
       
	
       
	
       

	
       
	
      Expenses will be pro rated.
	
       
	
       
	
       
	
       

	
       
	
       
	
       
	
       
	
       
	
       
	
       
	
       




 

 

 







 

 

Schedule 8

Legal Description of the Excluded Users Property

March 31, 2005

Job No. 05-3788

Excluded Users   Lot 12   Bell Oil Property

(LOT 12)

A
tract of land in Section 35, Township 2 North, Range 1 West of the Willamette
Meridian, in the City of Portland, County of Multnomah and State of Oregon,
being more particularly described as follows:

Commencing at the point of intersection of the Easterly Harbor Line of
the Willamette River as established by U.S. Army Corps of Engineers, February 9,
1968, with the Westerly extension of the South line of said Section 35; thence
North 2353'30" West along said Easterly Harbor Line, 2001.45 feet; thence North
2339'54" West along said Easterly Harbor Line, 362.89 feet; thence leaving said
Harbor Line South 8955'04" East, 921.06 feet; thence North 0006'41" East,
78.64 feet to the Southwest corner of that certain tract conveyed to Container
Corporation by Deed recorded July 1, 1950 in Book 1408, Page 125, said Deed
Records; thence along the West line thereof North 0006 41  East, 373.53 feet to
a point on the South line of that certain tract conveyed to Bell Oil Terminal
Co. by Deed recorded October 9, 1953, in Book 1625, Page 494, said Deed Records,
said point being the True Point of Beginning of the herein described tract of
land; thence along the South line thereof North 8955'04" West, 355.36 feet;
thence along the West line of said Bell Oil Terminal tract the following
courses: North 0002'56" East, 188.56 feet; thence North 8955'04" West, 26.10
feet; thence North 0002'56" East, 229.39 feet to the Northwest corner of said
Bell Oil Terminal tract, said point being on a line drawn South 8955'04" East
from the most Southerly corner of the tract conveyed to Northwest Terminal Co.
by Deed recorded December 11, 1943 in Book 800, Page 240, said Deed Records;
thence along the North line of said Bell Oil Terminal Co. tract South 8955 04"
East, 579.18 feet; thence South 0002 56  West, 417.75 feet; thence North
8955 04  West, 259.22 feet to the True Point of Beginning.

Containing therein 6.033 acres, more or less.

Excluded Users   Lot 15   Smurfit

(LOT 15)

A
tract of land being that certain tract of land described in Book 1408, Page 125,
recorded June 1, 1950, Multnomah County deed Records, in Section 35, Township 2
North, Range 1 West of the Willamette Meridian, City of Portland and State of
Oregon, being more particularly described as follows:

Commencing at the Southwest corner of the William Gatton Donation Land
Claim; thence along the Southerly line of said William Gatton D.L.C. North
5929 35  East, 570.52 feet; thence

leaving said Southerly line North 0007 45  East, 1827.50 feet to the
True Point of Beginning of the herein described tract of land; thence North
8955 04  West, 1403.15 feet; thence North 0006 41  East, 313.53 feet; thence
South 8955 04  East, 1075.20 feet; thence South 6506 14  East, 361.13 feet;
thence South 0004 56  West, 161.98 feet to the True Point of
Beginning.

Containing therein 9.529 acres, more or less.

Excluded Users   Lot 18   Lampros Property

(LOT 18)

A
tract of land in Section 35, Township 2 North, Range 1 West of the Willamette
Meridian, in the City of Portland, County of Multnomah and state of Oregon,
being more particularly described as follows:

Beginning at the intersection of the Northeasterly right of way line of
North Sever Road with the Westerly right of way line of North Burgard Road;
thence along said North Burgard Road right of way line North 2247'26" West,


 

 







 

101.10 feet; thence along the arc of a tangent 507.50 foot radius curve
to the right 617.87 feet through a central angle of 6945'22" (long chord bears
North 1205'15" East, 580.41 feet); thence leaving said right of way line North
1522'34" West 399.98 feet; thence North 2852'39" West, 125.15 feet; thence
South 8805'44" East 26.50 feet; thence North 1729'34" West, 19.88 feet; thence
South 8846'12" West, 1053.09 feet; thence South 113'48" East, 736.01 feet to
the most Northerly corner of Lot 1, BURGARD INDUSTRIAL PARK, a duly recorded
subdivision; thence along the Northerly line of said Lot 1 South 3802'00  East,
149.18 feet; thence South 5932'40" East, 333.06 feet to a point on the arc of a
tangent 150.00 foot radius curve to the left; thence along the arc of said curve
78.54 feet through a central angle of 3000 00  (the long chord bears South
7432'40" East, 77.65 feet); thence South 8932'40" East, 347.84 feet to a point
in the Westerly right of way line of North Sever Road; thence along said
Westerly line North 005'07" East, 20.00 feet; thence along the Northerly and
Northeasterly right of way line of North Sever Road as follows: along the arc of
a non-tangent 388.10 foot radius curve to the right 91.10 feet through a central
angle of 1326'57" (the long chord bears South 8311'24" East, 90.89 feet);
thence radial to said curve North 1332'04" East, 10.00 feet; thence along the
arc of a non-tangent 398.10 foot radius curve to the right 245.01 feet through a
central angle of 3515'44" (the long chord bears South 5850'04" East, 241.16
feet) to the point of beginning.

Containing therein 25.207 acres, more or less.

 

 







 

 

Schedule 9

Depiction of SSI Storm Drain Easement


 


	
      1




 







 

 

EXHIBIT E

SOUTHERN ROADWAY DECLARATION

When recorded return to:

Bradley S. Miller

Ball Janik LLP

101 SW Main Street, Suite 1100

Portland, Oregon 97204

THIS DECLARATION (this  Declaration ) is made as
of the 4th day of May, 2005, by SCHNITZER INVESTMENT CORP., an Oregon
corporation ( Declarant ).

Declarant is the owner of real property in the City of Portland, County
of Multnomah, State of Oregon, more particularly described as (the  Lot
1 ):

Lot 1, BURGARD INDUSTRIAL PARK, in the City of Portland, County of
Multnomah and State of Oregon.

Declarant desires to grant utility and access easements (including
provisions regarding the repair and maintenance of the access roadway) over the
existing roadways located on the portions of Lot 1 pictorially shown on the
attached Schedule 1 (the  N.
Sever Roadway ) and on the attached Schedule 2
(the  Southern Roadway ) for the benefit of Declarant
and any future owners (each an  Owner,  collectively the  Owners ) of the
portion of the real property described on the attached Schedule 3 (the  Benefited Property ) and a
signage easement for the benefit of the Owner of Lot 1. Hereinafter, the N.
Sever Roadway and the Southern Roadway are sometimes collectively referred to as
the  Roadways  or individually as a  Roadway .

NOW, THEREFORE, Declarant declares as
follows:


	
      1.
	
      Utility Easements.




(a)     Reservation of Easement. Declarant reserves a
perpetual non-exclusive easement for the Owners of the Benefited Property to
install, operate, maintain, repair and replace utility lines under, across and
within the Roadways, provided such utility lines do not materially interfere
with or violate any restrictions, easements or other agreements affecting the
Roadways. The Owners of the Benefited Property shall not damage or cause
interference with the operation of any improvements or facilities installed in
accordance with the terms hereof by such other authorized users of Roadways. If
the activities or facilities of such other utility providers result in any
conflicts, each affected Owner shall cooperate and work with such other
providers to eliminate such damage or interference; provided, however that
cooperation hereunder shall not require an Owner to incur any cost or expense as
a result of another Owner s installation of a new utility line pursuant to the
easement rights granted to it in this Section 1(a) nor shall it be obligated to
relocate its installations, and Declarant shall have no responsibility or
liability for the same other than from the negligence or willful misconduct of
Declarant; provided however, that to the extent Declarant is an Owner,
Declarant s rights, duties and obligations shall be those of an Owner
hereunder.

(b)     Performance of Utility Work. When performing
utility work in the Roadways, each Owner shall use or shall cause anyone
performing utility work on behalf of or claiming under such Owner to use,
commercially reasonable efforts to minimize any disruption to vehicular ingress
and egress across the Roadways; provided, however that the Owners acknowledge
and accept that vehicular ingress and egress across the Roadways may be
temporarily limited as a result of utility work in the Roadways. After the
performance of any utility work in the Roadways by or on behalf of an Owner for
the purposes set forth in this Section 1, such Owner shall cause the affected
portions of the Roadways to be properly compacted and shall be responsible, at
its sole cost and expense, for the restoration of all improvements and
landscaping affected in any way by such work to at least the condition of such
improvements and landscaping as it existed prior to such installation
(including, without limitation, replacing any damaged trees with trees of
similar size and type to the trees damaged), and such Owner shall warranty that
all such work shall be free of material defects for a period of one (1) year
following the completion of such work. In its use of the Roadways and in the
performance of the utility work which an Owner is authorized to perform within
the 

 

 







 

Roadways, such Owner shall use its reasonable efforts to avoid causing
any damage to, or interference with, any improvements on or within the Roadways
(including, without limitation, any other utility lines installed under, across
or within the Roadways) or on or within the real property adjacent to the
Roadways; and each such Owner shall, during the performance of any utility work
in the Roadways, use commercially reasonable efforts to provide vehicular access
to each Owner of Benefited Property.

(c)     Use of Roadways for Utility Purposes. In its use
of the Roadways for utility purposes, an Owner shall: (i) use commercially
reasonable efforts to provide for the safety and convenience of all persons
using the Roadways; (ii) regularly inspect, and, at all times, maintain its
facilities and related equipment in good order and repair and in proper
operating condition; (iii) not permit any claim, lien or other encumbrances
arising from its use of the Roadways to accrue against or attach to Roadways or
any adjacent lands; and (iv) indemnify, protect, defend and hold harmless the
Declarant and other Owners of the Benefited Property for, from and against
claims, liabilities, costs and expenses arising out of the installation,
maintenance, repairs, operation, or replacement of the utility lines and related
equipment in the Roadways by or on behalf of such Owner.

(d)     Failure to Perform. If an Owner fails to perform
any obligation set forth in this Section 1, the Owner of any of the Benefited
Property may send the non-performing Owner written notice of non-performance
pursuant to the notice provisions of Section 5(h). If within thirty (30) days of
such notice the non-performing Owner fails to send the Owner sending the
non-performance notice a written notice either (i) disputing the non-performance
(which dispute shall be resolved by arbitration as provided herein); or (ii)
acknowledging such non-performance and agreeing to commence the cure of such
non-performance and diligently pursue such cure to completion, any such other
Owner of the Benefited Property shall have the right, but not the obligation, to
institute arbitration hereunder to determine whether performance is required
and, if required, to compel performance. In any emergency, an Owner shall make
commercially reasonable efforts to notify the non-performing Owner of the
emergency and necessary performance but no written notice to a non-performing
Owner pursuant to Section 5(h) shall be required before any other Owner of the
Benefited Property shall have the right to cure such non-performance that
resulted in such emergency. In the event of an emergency in which an Owner of
Benefited Property cures non-performance, the performing Owner shall, at its
option, have the right to seek reimbursement of the reasonable costs of
performance from the non-performing Owner or the Owners in the percentages
provided in Schedule 4; provided,
however that if Owners whose collective Maintenance and Approval Percentage (as
defined in Section 2(g) below) equals or exceeds thirty percent (30%), dispute
that an emergency existed and object to reimbursement of the cost of
performance, then the objecting Owners may, but shall not be required to,
institute arbitration as provided herein in which the performing Owner must
demonstrate that an emergency existed requiring it to immediately perform the
work for which reimbursement is sought.


	
      2.
	
      Access Easements.




(a)     Reservation of Access Easement. Declarant hereby
declares and reserves for the benefit of the Owners of the Benefited Property
perpetual, non-exclusive easements for vehicular ingress and egress over the
Roadways in their existing location as of the date of this Declaration or any
relocation thereof. The Owners may allow the use of the Roadways for ingress and
egress by their employees, agents, invitees, licensees or tenants (each, an
 Authorized Roadway User ), but each Owner shall at all times remain responsible
for the performance of all obligations hereunder by its Authorized Roadway
Users. There shall be no parking or storage of vehicles or equipment on the
Roadway by the Owners of the Benefited Property or any Authorized Roadway User,
and such parties shall use the roadways for roadway and utility purposes only.
Notwithstanding the preceding sentence or anything to the contrary in this
Declaration, the Owner of fee simple title to the Southern Roadway shall at all
times have the right to park and store vehicles and equipment on the Southern
Roadway provided that such parking and storage does not unreasonably interfere
with vehicular access to each Benefited Property. The Owners acknowledge and
accept that the grant of this easement is subject to applicable laws and
governmental regulations and restrictions and any temporary limitations on the
use of the Roadways in connection with the repair, replacement or relocation of
the Southern Roadway (which relocation may be initiated by the Managing Owner
(as defined below) at its sole cost and expense to any location reasonably
selected by such Managing Owner so long as the location of the Southern Roadway,
as relocated, provides access to a public roadway, and provided, that during any
repair, replacement or relocation of the Roadways by the Managing Owner, the
Managing Owner shall use commercially reasonable efforts to provide vehicular
access to each Owner of Benefited Property. The initial Managing Owner shall be
the Owner of the portion of the Benefited Property described on the attached
Schedule 5; provided, that the
Managing Owner may convey portions of such property to third parties without
relinquishing its role as Managing 

 

 







 

Owner and may assign its rights and delegate its duties as Managing Owner
to a future Owner of a portion of such property.


	
      (b)
	
      Reservation of Sign
Easements.




(1)     Sign Easement. Declarant reserves a perpetual
easement for the benefit of the Owner of Lot 1 and any future Owners of Lot 1,
in the location depicted on the attached Schedule 9 (the  Easement Area ), for
vehicular access across the easement area to Lot 1 to operate, maintain and
repair the signs located on Lot 1 and to operate, maintain and repair the
existing sign partially located within the Easement Area on the date hereof, as
shown on Schedule 9 (the  Existing Sign ). Unless the Easement Area is relocated
pursuant to sub-section 2 (b)(2) below, the Owner of Lot 1 shall not install any
additional signs in the Easement Area, except that it shall have the right to
reinstall the Existing Sign with new signage provided that such new signage is
substantially similar to the Existing Sign (except the name may be changed from
time to time).

(2)     Relocation. To the extent the Owner of the SSI
Property relocates the Southern Roadway in accordance with the provisions of
this Declaration and the Owner of Lot 1 desires to relocate its signs, the Owner
of the SSI Property and the Owner of Lot 1 shall use commercially reasonable
efforts to mutually agree upon the relocation of the Easement Area. The Owner of
Lot 1 shall elect whether to relocate the signs on Lot 1 and in the existing
Easement Area to a new easement area within thirty (30) days of receiving
written notice of the proposed relocation of the Southern Roadway from the Owner
of the SSI Property pursuant to the notice provisions in sub-section 2(b)(4)
below. The relocated easement (the  Relocated Easement Area ) shall be of
approximately the same size and in substantially similar proximity to the new
location of the Southern Roadway as the Easement Area is to the current location
of the Southern Roadway. In using commercially reasonable efforts to determine
the location of the Relocated Easement Area, the parties shall consider, among
other matters, the line-of-sight safety issues with respect to the Southern
Roadway. The location and dimension of any signs installed in or moved to the
Relocated Sign Easement shall not obscure any existing sign or signs on the SSI
Property and the total display area of signs placed in the Relocated Easement
Area shall not exceed one hundred twenty eight (128) square feet. The Owner of
Lot 1 s use of the Relocated Easement Area and the installation of signage
therein shall be subject to all restrictions, easements or other agreements
affecting the Southern Roadway and shall not unreasonably interfere with ingress
and egress to any Benefited Property or the SSI Property. The Owner of Lot 1
shall bear all cost of relocating the Easement Area, including without
limitation the cost of preparing a new legal description and depiction,
preparing amendment documentation and recording, and including the cost of
relocating or installing any allowable signs or related property, utilities or
otherwise. If the Owner of Lot 1 does not elect to move its signs as
contemplated by this section, the Owner of the SSI Property will adjust the
Easement Area as necessary to maintain vehicular access to the Easement Area and
Lot 1 for the purposes of Section 2(b)(1) above.

(3)     In its use of the Easement Area or the Relocated Easement Area, as the
case may be, the Owner of Lot 1 shall: (i) maintain all permitted signs and
related equipment in good order and repair and in proper operating condition;
(ii) repair any damage to the Easement Area or adjacent property, including the
replacement and restoration of all improvements and landscaping damaged by its
or its agents , contractors , employees  or tenants  use to at least the
condition of such improvements and landscaping as it existed prior to such use
(including, without limitation, replacing any damaged trees with trees of
similar size and type to the trees damaged) (iii) not permit any claim, lien or
other encumbrances arising from its use of the Easement to accrue against or
attach to the Easement Area, Relocated Easement Area or any adjacent lands; (iv)
indemnify, protect, defend and hold harmless the other Owners of the Benefited
Property and the Owner of the SSI Property for, from and against claims,
liabilities, costs and expenses arising out of the maintenance, repairs or
operation of the signs by the Owner of Lot 1 or its agents, contractors,
employees or tenants; and (v) comply with all applicable laws and
regulations.

(4)     Notice. For purposes of this Section 2, the Owner
of the SSI Property shall give written notice of the proposed relocation of the
Southern Roadway to the Owner of Lot 1 ( Relocation Notice ), by addressing such
Relocation Notice to Schnitzer Investment Corp. 3200 NW Yeon Avenue, Portland,
OR 97296 Attn: Controller (the  Relocation Notice Address ). The Relocation
Notice shall include the following statement,  FAILURE BY THE OWNER OF LOT 1 TO
ELECT TO RELOCATE THE SIGN EASEMENT AND SIGNS BY WRITTEN NOTICE TO THE OWNER OF
THE SSI PROPERTY WITHIN THIRTY (30) DAYS OF RECEIPT OF THIS NOTICE SHALL
CONSTITUTE A WAIVER OF THE RIGHT TO RELOCATE THE SIGN EASEMENT AND THE SIGNS.
For purposes of the Relocation Notice, the address for the Owner of Lot 1 shall


 

 







 

be
deemed the Relocation Notice Address. The Owner of Lot 1 shall have the right
from time to time to change the Relocation Notice Address, and shall have the
right to specify as the Relocation Notice Address any other address within the
United States of America by at least five (5) days written notice to the Owner
of the SSI Property pursuant to this Section 2 and addressed to Schnitzer Steel
Industries, Inc.,3200 NW Yeon Avenue, Portland, OR 97296 Attn: General Counsel
(or such other notice address designated by the Owner of the SSI Property
pursuant to the provisions of Section 5(h)), which change of Relocation Notice
Address shall include the following statement:  THIS CHANGE OF ADDRESS NOTICE IS
GIVEN PURSUANT TO THE SOUTHERN ROADWAY DECLARATION DATED MAY 4, 2005, AND
PROVIDES THE OWNER OF THE SSI PROPERTY THE RELOCATION NOTICE ADDRESS FOR
PURPOSES OF GIVING RELOCATION NOTICE TO THE OWNER OF LOT 1.  Notices pursuant to
this Section 2 may be given or served (a) by certified mail, return receipt
requested, with postage prepaid, (b) by delivering the same to such party, or an
agent of such party, in person or by commercial courier with verifiable
confirmation of delivery, or (c) by depositing the same into custody of a
nationally recognized overnight delivery service with verifiable confirmation of
delivery. Notice given in any manner shall be effective only if and when
received by the party to be notified between the hours of 8:00 A.M. and 5:00
P.M. of any business day with delivery made after such hours to be deemed
received the following business day. Except as provided herein, all other
notices under this Declaration shall be given pursuant to Section
5(h).

 

(c)Maintenance and Repairs of
Roadways Budget. The Managing Owner shall maintain and
repair the Roadways in good condition and repair consistent with the standards
described on the attached Schedule 6 (the  Roadway Minimum Standards ).Each budget shall
provide the amounts necessary for the repair and maintenance costs for the
Roadways, including reserves (the  Budget ). The Budget for calendar year 2005
is attached as Schedule 7. The
Budget for calendar year 2005 shall be prorated from the date of this
Declaration. Not less than thirty (30) nor more than sixty (60) days before the
beginning of each calendar year, Managing Owner shall provide written notice to
each other Owner of the proposed Budget for the upcoming calendar year. Each
notice of proposed Budget shall include an accounting of all repair and
maintenance expenditures made since the prior accounting, and a summary of the
amount of all repair and replacement reserves then held on account and the
purpose of each reserve consistent with prior Budgets. The proposed Budget shall
include, in reasonable detail, projected maintenance expenses for the upcoming
year, and a proposed assessment for maintenance or replacement reserves to be
paid during the coming year, and the purpose or purposes for such reserves.
Unless Owners responsible for aggregate Maintenance and Approval Percentages of
greater than thirty percent (30%) object to the proposed Budget by written
notice to Managing Owner within thirty (30) days of the date notice of the
proposed Budget is given, the proposed Budget shall be deemed approved. In the
event Owners responsible for aggregate Maintenance and Approval Percentages of
greater than thirty percent (30%) do timely object to such proposed Budget or
timely object to a specific line-item of the proposed Budget, the Managing Owner
shall seek the recommendation of a Qualified Independent Engineer (as defined
below) reasonably selected by the Managing Owner, which engineer shall make a
determination of the appropriate Budget or the appropriate line-item of the
Budget (as the case may be) for maintenance, repairs and/or replacements, and
reasonable reserves, required during the upcoming calendar year to maintain the
Roadways in a condition comparable to the Roadway Minimum Standards (the
 Engineer s Determination ). If the Engineer s Determination is not more than
fifteen percent (15%) less than the Managing Owner s proposed Budget, or more
than fifteen percent (15%) less than the specific line-item of the Budget that
has been challenged, then the objecting Owners shall be solely responsible for
the fees charged by the Qualified Independent Engineer and shall reimburse the
Managing Owner for such cost within ten (10) days after receipt of a copy of the
invoice. In the event the Engineer s Determination is more than fifteen percent
(15%) less than the Managing Owner s proposed Budget, or more than fifteen
percent (15%) less than the specific line-item of the Budget that has been
challenged, then the Managing Owner shall be solely responsible for payment of
the fees charged by the Qualified Independent Engineer. Any Extraordinary
Assessment for Reserves (as defined below) shall be supported by the opinion of
a Qualified Independent Engineer. For purposes of this Agreement, a Qualified
Independent Engineer shall be an expert in road design, maintenance and
construction. For purposes of this Agreement, an Extraordinary Assessment for
Reserves shall initially mean an assessment for reserves for future repairs,
replacements or maintenance for all Owners, in the aggregate of $50,000 or more
for the coming calendar year. The amount qualifying as an Extraordinary
Assessment for Reserves shall be adjusted every five (5) years, starting with
calendar year 2010 by an amount equal to the percentage change over the previous
five (5) year period in the  Consumer Price Index   Seasonally Adjusted U.S.
City Average for all Items for All Urban Consumers (1982-84=100)  published in
the Monthly Labor Review by the Bureau of Labor Statistics of the United States
Department of Labor (a  CPI Adjustment ). The recommendations of the Qualified
Independent Engineer 

 

 







 

shall be binding upon the Managing Owner and all other Owners, and shall
be the basis for the reserve portion of the Budget for the year or years during
which the reserve is to be collected for the improvement(s) in question. To the
extent the Qualified Independent Engineer does not provide cost estimates for
maintenance, repairs, replacements, reserves or any Extraordinary Assessment for
Reserves recommended by such engineer, Managing Owner shall seek one or more
bids from qualified contractors reasonably selected by Managing Owner, which bid
or bids shall be the basis for the budgeted amount for the work recommended by
the Qualified Independent Engineer. In performing the maintenance and repair of
the Roadways, Managing Owner may, without the consent of the other Owners, spend
all amounts contained in the Budget designated for standard maintenance and
repair for such calendar year and any unspent amounts at the end of each
calendar year shall be applied to each Owner s pro rata payment of monthly
payments to the Managing Owner based on the Budget for the subsequent calendar
year. The Managing Owner may only spend money held in reserve for a specific
repair or replacement on the repair or replacement for which the reserve was
established, except as provided in the following sentence. During a calendar
year, the Managing Owner may only expend money in excess of the Budget
(exclusive of the reserves) for such calendar year if: (i) an emergency exists,
(ii) Owners whose collective Maintenance and Approval Percentage (as defined
below) equals or exceeds seventy percent (70%) have consented to such
expenditure, or (iii) Managing Owner performs the repair of damage or additional
maintenance caused by a  Defaulting Owner  as defined and provided in Section
3(d) below.

(d)     Damage or Excessive Maintenance. If an Owner s or
such Owner s Authorized Roadway Users use the Roadways in such a way as to cause
damage to the Roadways (other than normal wear and tear from vehicular ingress
and egress) or require maintenance at a level that is greater than the Roadway
Minimum Standards, then the Managing Owner may notify such Owner (the  Defaulting Owner ) of such damage
and/or need for additional maintenance. If within thirty (30) days of such
notice such Defaulting Owner fails to send the Managing Owner a written notice
either disputing the such damage and/or need for additional maintenance (which
dispute shall be resolved by arbitration as provided herein) or acknowledging
such damage and/or need for additional maintenance and agreeing to commence the
repair of such damage and/or performance of such additional maintenance and
diligently pursue such cure to completion, the Managing Owner shall have the
right, but not the obligation, to perform such repairs or additional maintenance
and such Defaulting Owner shall reimburse the Managing Owner for the cost of
such repair or additional maintenance costs within thirty (30) days of written
request therefor by the Managing Owner.

(e)     Indemnification. Each Owner shall indemnify,
protect, defend and save the other Owners harmless for, from and against any and
all liability, damage, expense, causes of action, suits, claims, or judgments
arising from bodily injury, death, or property damage arising out of the
negligence or willful misconduct in connection with such Owner s and its
Authorized Roadway Users  use of the Roadways, except to the extent caused by
the negligence or willful misconduct of the Owner seeking
indemnification.

(f)     Insurance. Each Owner of Benefited Property shall
maintain liability insurance reasonably appropriate to insure against liability
relating to the Roadways and provide coverage for its indemnity obligations
hereunder, but failure to maintain such insurance shall not obviate an Owner s
indemnity obligations.

(g)     Payment Terms. The Managing Owner shall invoice
each Owner of the Benefited Property for such Owner s share of the costs to
maintain and repair the Roadways on a monthly basis or quarterly basis (at the
election of the Managing Owner), but only to the extent allowed under Section
2(c), and each such Owner shall pay, within thirty (30) days of written request
therefor, to the Managing Owner, such Owner s share of the costs of such
maintenance and repairs using the percentages for such Owner s lot described on
the attached Schedule 4 (the
 Maintenance and Approval Percentage ). The Managing Owner shall deposit all
unrestricted maintenance and repair funds in a separate interest bearing
checking account at a national bank reasonably selected by the Managing Owner
with an office in Portland, Oregon. The Managing Owner shall deposit all funds
to be held as reserves in an interest bearing escrow account ( Escrow Account )
established at Chicago Title Insurance Company of Oregon ( CTI ), which shall be
designated as the escrowee and which shall be paid an annual fee to maintain the
escrow account pursuant to escrow instructions executed by the Owners of
Benefited Property. Approved payments from funds held in reserve shall be
submitted by the Managing Owner to CTI for payment from the Escrow Account and
paid out by CTI pursuant to the escrow instructions. If CTI should refuse to act
as escrowee hereunder, the Owners of the Benefited Property shall cause a new
entity to be appointed to serve as escrowee. No failure to invoice or delay in
invoicing shall constitute a waiver of the Managing Owner s right to invoice
each Owner of the Benefited Property for such Owner s share of all amounts due
hereunder.

 

 







 

 

(h)     Additional Obligations. The attached
Schedule 4 does not include the
owners of the parcels of land described on the attached Schedule 8 ( Lots 18, 20, 21 and 23 ), which
owners have the right to use the one or more of the Roadways pursuant to
separate agreements that do not contain express provisions regarding the
collection of maintenance expenses (each an,  Excluded User,  and together the,
 Excluded Users ). The Managing Owner shall have the right, but not the
obligation, to seek to obtain reimbursement from the Excluded Users of their
respective shares of maintenance and repair expenses for the Roadways, either by
having the Excluded Users execute joinders to this Declaration or pursuant to
the provisions of ORS 105.170 to ORS 105.185; provided however, that the
Managing Owner shall have no obligation to institute litigation to collect
maintenance and repair expenses from the Excluded Users. To the extent an
Excluded User agrees to be obligated to pay its share of maintenance and repair
expenses under this Declaration, the Managing Owner shall revise Schedule 4 (without the need for a formal
amendment to this Declaration) to proportionately reduce the percentage for
which each Owner of the Benefited Property is responsible for maintenance and
repair expenses under this Declaration based upon such new allocation. To the
extent an Excluded User agrees to pay its share of a maintenance and repair
expense but does not agree to do so under this Declaration then, upon the
Managing Owner s actual receipt of payment from an Excluded User, each Owner s
maintenance or repair payment shall be reduced (or refunded if payment has
previously been made) by an amount equal to the product of (i) the amount paid
by an Excluded User, less the reasonable costs of collection incurred by the
Managing Owner (including, without limitation, the costs of its in-house
personnel), multiplied by (ii)
such Owner s Maintenance and Approval Percentage. If the Managing Owner incurs
costs (including, without limitation, the costs of its in-house personnel) in
pursuing reimbursement or joinders from the Excluded Users, then, regardless
whether the Managing Owner is successful in obtaining reimbursement or joinder,
the costs of pursuing reimbursement or joinder shall be included in the cost of
maintenance and repair of the Roadways for which each Owner of the Benefited
Property shall pay such Owner s share of the collection costs in proportion
to such Owner s Maintenance and
Approval Percentage.

(i)      Managing Owner
Default. A  Managing Owner Default  shall be deemed to
have occurred if any Owner sends the Managing Owner and all other Owners a
written notice that the Managing Owner has failed to maintain and repair the
Roadways in the condition required under this Declaration pursuant to the notice
provisions of Section 5(h) and within thirty (30) days of such notice the
Managing Owner fails to send the Owner sending such notice a written notice
either disputing the non-performance (which dispute shall be resolved by
arbitration as provided herein) or acknowledging such non-performance and
agreeing to commence the cure of such non-performance and diligently pursue such
cure to completion. So long as a Managing Owner Default remains uncured, any
other Owner shall have the right, but not the obligation, to cure such
non-performance; provided that in an emergency posing a material risk of injury
to persons or property, any Owner shall have the right, but not the obligation,
to cure non-performance by the Managing Owner so long as such Owner shall first
make commercially reasonable efforts to notify the Managing Owner of such
emergency, but no written notice to the Managing Owner shall be required before
such other Owner shall have the right to cure such non-performance. In the event
an Owner cures non-performance by the Managing Owner, the performing Owner shall
have the right to seek reimbursement of the reasonable costs of performance from
the other Owners in the percentages provided in Schedule
4.

3.      Lien
Rights. If an amount payable by
an Owner to another Owner, including, without limitation, any amount due to the
Managing Owner pursuant to this Declaration is not paid within thirty (30) days
after its due date, such assessment or charge shall become delinquent and shall
bear interest from the due date until paid at a rate per annum equal to the
higher of: (a) twelve percent (12%) or (b) the prevailing prime (reference) rate
as published by Bank of America (or any successor bank) at its Portland main
branch office, or any comparable successor rate of interest, plus five (5)
percentage points, but in no event higher than the maximum rate permitted by
applicable law. In addition, the Managing Owner on behalf of each Owner that is
owed money under this Declaration by another Owner may: (i) file a statement of
lien against the parcel of an Owner that fails to pay such amounts when due
(which lien shall be subject to the terms of this Declaration) and foreclose the
lien to the extent allowable under Oregon law; (ii) bring an action to recover
monetary damages; and/or (iii) exercise any other right or remedy available to
it at law, in equity, or under this Declaration. No holder of a mortgage or
trust deed who acquires title to a parcel of the Benefited Property by
exercising the remedies provided in its mortgage or trust deed shall be liable
for unpaid assessments levied prior to the date of such acquisition of title.
The sale or transfer of any parcel of the Benefited Property shall not affect
any assessment lien thereon; provided, however, that the sale of any such parcel
pursuant to foreclosure of a mortgage or trust deed thereon shall extinguish the
lien as to any installments of such assessments levied prior to the date of
sale.

 

 







 

 

4.              No Public Dedication. Nothing contained in
this Declaration creates any rights in the general public or dedicates for
public use any portion of the Roadways.


	
      5.
	
      Miscellaneous.




(a)     The easements, restrictions, benefits and obligations hereunder shall
create mutual benefits and servitudes running with the land and shall bind and
inure to the benefit of the Owners, their respective heirs, successors and
assigns. The singular number includes the plural and the masculine gender
includes the feminine and neuter. Any person or entity acquiring fee title to
the Benefited Property or any portion thereof shall be considered an Owner and
shall be bound by, or as applicable, receive the benefits of, this
Declaration.

(b)     The headings herein are inserted only as a matter of convenience and for
reference and in no way define, limit or describe the scope or intent of this
Declaration nor in any way affect the terms and provisions hereof.

(c)     Any claim, controversy, or dispute between the parties arising out of or
relating to this Declaration, or to the interpretation or breach thereof, shall
be resolved by arbitration in accordance with the then-effective arbitration
rules of the Arbitration Service of Portland, Inc. or the then-effective
commercial arbitration rules of the American Arbitration Association, whichever
organization is selected by the party that first initiates arbitration by filing
a claim in accordance with the filing rules of the organization selected, and
any judgment upon the award rendered pursuant to such arbitration may be entered
in any court having jurisdiction thereof. The parties shall use commercially
reasonable efforts to complete any arbitration within sixty (60) days of the
filing of the dispute, unless the dispute is regarding the refusal to grant a
consent or approval, in which case the time period shall be thirty (30) days.
The arbitrator or arbitrators shall be empowered to impose sanctions for any
party s failure to use commercially reasonable efforts. Each party agrees to
keep all disputes and arbitration proceedings strictly confidential, except for
the disclosure of information required in the ordinary course of business of the
parties or as required by applicable law or regulation. Any time limitation
(such as the statute of limitations or laches) that would bar litigation of a
claim, shall also bar arbitration of the claim. If any provision of this
arbitration program is declared invalid by any court, the remaining provisions
shall not be affected thereby and shall remain fully enforceable. The Owners of
the Benefited Property understand that, on demand, their disputes as described
herein will be resolved by arbitration rather than in a court, and once so
decided, cannot later be brought, filed, or pursued in court.

(d)     In the event a suit, action, arbitration, or other proceeding of any
nature whatsoever, including, without limitation, any proceeding under the US
Bankruptcy Code, is instituted, or the services of an attorney are retained, to
interpret or enforce any provision of this Declaration or with respect to any
dispute relating to this Declaration, the prevailing party shall be entitled to
recover from the losing party its reasonable attorneys , paralegals ,
accountants , and other experts  fees and all other fees, costs, and expenses
actually incurred and reasonably necessary in connection therewith
(collectively,  Attorneys  Fees ). In the event of suit, action, arbitration, or
other proceeding, the amount of the Attorneys  Fees shall be determined by the
judge or arbitrator, shall include fees and expenses incurred on any appeal or
review, and shall be in addition to all other amounts provided by
law.

(e)     Except for payments of money due hereunder, in case of interference in
performance by any Owner of its obligations under this Declaration because of
any act beyond the reasonable control of such Owner, including without
limitation acts of God, war, insurrection, fires, floods, strikes, unanticipated
equipment failure or other cause beyond the reasonable control of such Owner,
all affected Owners shall take reasonable measures to mitigate the unfavorable
effects of such force majeure events and performance hereunder shall be excused
for a reasonable period of time while the affected Owners take reasonable
measures to mitigate.

(f)     It is expressly agreed that no breach of this Declaration shall entitle
any person or entity to cancel, rescind, or otherwise terminate this
Declaration, or defeat or render invalid the lien of any mortgage or trust deed
made in good faith and for value as to any part of the Benefited Property.
However, such limitation shall not affect in any manner any other rights or
remedies which a party may have hereunder by reason of any such
breach.

(g)     This Declaration (including exhibits) constitutes the entire agreement,
and once executed and delivered may not be modified, canceled or altered in any
respect except by written agreement signed by 

 

 







 

Owners whose collective Maintenance and Approval Percentage equals or
exceeds seventy-five percent (75%) and recorded in the same manner as required
by this document. Invalidation of any provision of this Declaration, in whole or
in part, or of any application of a provision of this Declaration, by judgment
or court order shall in no way affect other provisions or
applications.

(h)     Notice may, unless otherwise provided herein, be given or served (a) by
certified mail, return receipt requested, with postage prepaid, (b) by
delivering the same to such party, or an agent of such party, in person or by
commercial courier, (c) by facsimile transmission, if the time of facsimile
delivery is confirmed by sender s receipt of a transmission report, generated by
sender s facsimile machine, which confirms that the facsimile was successfully
transmitted in its entirety and provided the facsimile was forwarded prior to
5:00 P.M., or (d) by depositing the same into custody of a nationally recognized
overnight delivery service. Notice given in any manner shall be effective only
if and when received by the party to be notified between the hours of 8:00 A.M.
and 5:00 P.M. of any business day with delivery made after such hours to be
deemed received the following business day. For the purposes of notice, each
Owner s notice address shall be the address of each Benefited Property. Each
Owner shall have the right from time to time to change its respective notice
address, and each shall have the right to specify as its address any other
address within the United States of America by at least five (5) days written
notice to all other Owners. The initial notice address for the Owner of Lot 1
shall be Schnitzer Investment Corp. 3200 NW Yeon Avenue, Portland, OR 97296
Attn: Controller.

(i)      No modification or termination of this Declaration shall be binding upon
any first position holders of any mortgage or trust deed encumbering the
Benefited Property or their successors or assigns ( Mortgage Holder ), unless
the Mortgage Holder has consented to the modification or termination, which
consent shall not be unreasonably withheld, conditioned or delayed. However,
consent will be deemed given if a Mortgage Holder does not object in writing
within thirty (30) days after notice of the proposed modification or
termination.

IN WITNESS WHEREOF, the undersigned has executed
this Declaration the day and year first written above.

SCHNITZER INVESTMENT CORP., an Oregon corporation

By: ______________________________________

Title: _____________________________________


	
      State of
	
      ___________________________)




___________________________)ss.


	
      County of
	
      ___________________________)




 

The foregoing instrument was acknowledged before me this _____ day of
______, 2005, by _______________, the ______________ of ________________, on
behalf of ________________.

(Seal and Expiration Date)

 

_____________________________________

Notary Public

 

 







 

 

Schedule 1

N. Sever Roadway






 

 







 

 

Schedule 2

Southern Roadway






 

 







 

 

Schedule 3

Legal Description of Benefited Property

March 31, 2005

Job #05-3788

Benefited Property   Lot 1

(PART OF LOT 1, BIP)

A
tract of land being a portion of Lot 1, BURGARD INDUSTRIAL PARK, a duly recorded
subdivision in the Southeast 1/4 of Section 35, Township 2 North, Range 1 West
of the Willamette Meridian, City of Portland, County of Multnomah and State of
Oregon, being more particularly described as follows:

Beginning at the Southwest corner of said Lot 1, BURGARD INDUSTRIAL PARK;
thence along the West line of said Lot 1 North 0007 00  East, 52.32 feet to an
angle corner therein; thence North 6555 19  East, 777.00 feet; thence North
2618 21  West, 603.43 feet; thence leaving said West line of said Lot 1 North
6341 39  East, 34.72 feet to a point on the arc of a non-tangent 471.00 foot
radius curve to the right, a radial line bears South 6938 24  West to said
point; thence Northwesterly and Northerly along the arc of said curve 175.23
feet through a central angle of 2119 00  (the long chord bears North 0942 06
West, 174.22 feet); thence North 0057 24  East, 74.53 feet; thence North
3027 20  East, 40.73 feet to a point on the East line of said Lot 1; thence
along said East line South 5932 40  East, 108.50 feet to the beginning of a
tangent 150.00 foot radius curve to the left; thence along the arc of said curve
78.54 feet through a central angle of 3000 00  (the long chord bears South
7432 40  East, 77.65 feet); thence South 8932 40  East, 347.84 feet to an
angle corner in the East line of said Lot 1; thence along the East line of said
Lot 1 the following courses to wit:

South 0005 07  West, 50.00 feet;

North 8947 09  West, 117.53 feet;

North 0014 35  East, 4.03 feet;

North 8932 40  West, 256.82 feet;

South 0005 58  East, 118.01 feet;

North 6210 00  East, 10.26 feet;

South 8949 00  East, 5.82 feet;

South 6741 00  West, 162.52 feet;

South 2219 00  East, 20.00 feet;

North 6741 00  East, 158.54 feet;

South 8949 00  East, 584.97 feet to a point on a non-tangent 298.10 foot
radius curve to the right, a radial line bears North 5031 54  East to said
point; thence Southeasterly along the arc of said curve 3.10 feet through a
central angle of 0035 42  (the long chord bears South 3910 09  East, 3.10
feet); thence South 5107 37  West, 25.00 feet to a point on the arc of a
non-tangent 273.10 foot radius curve to the right, a radial line bears North
5107 42  East to said point; thence Southeasterly along the arc of said curve
46.11 feet through a central angle of 0940 25  (the long chord bears South
3402 05  East, 46.05 feet); thence South 2911 53  East, 314.62 feet; thence
North 6048 07  East, 55.00 feet; thence South 2911 53  East, 117.88 feet to
the

beginning of a tangent 544.93 foot radius curve to the right; thence
along the arc of said curve 60.94 feet through a central angle of 0624 27  (the
long chord bears South 2559 39  East, 90.91 feet); thence South 2247 26  East,
331.92 feet to the Southeast corner of said Lot 1; thence along the South line
of said Lot 1 South 6151 50  West, 269.91 feet to the beginning of a tangent
485.00 foot radius curve to the right; thence along the arc of said curve 239.16
feet through a central angle of 2815 10  (the long chord bears South 7559 25
West, 236.74 feet); thence North 8953 00  West, 1166.33 feet to the point of
beginning.

 

 







 

 

Benefited Property   Lot 2

(PART OF LOT 2, BIP)

A
tract of land being a portion of Lot 2 and a portion of Lot 1, BURGARD
INDUSTRIAL PARK, a duly recorded subdivision in the Southwest 1/4 and Southeast
1/4 of Section 35, Township 2 North, Range 1 West of the Willamette Meridian,
City of Portland, County of Multnomah and State of Oregon, being more
particularly described as follows:

Beginning at the Northeast corner of said Lot 2, BURGARD INDUSTRIAL PARK;
thence along the North line of said Lot 2 South 8846 12  West, 510.66 feet to
the beginning of a tangent 90.00 foot radius curve to the left; thence leaving
the North line of said Lot 2 and along the arc of said curve 91.68 feet through
a central angle of 5822 06  (the long chord bears South 5935 09  West, 87.77
feet); thence South 3024 06  West, 143.18 feet to the beginning of a tangent
100.00 foot radius curve to the right; thence along the arc of said curve 59.05
feet through a central angle of 3349 49  (the long chord bears South 4719 01
West, 58.19 feet) to a point on the most Northerly South line of said Lot 2;
thence along last said line South 8955 04  East, 71.46 feet to an angle corner
in the West line of said Lot 2; thence along said West line South 0004 56
West, 623.63 feet to the Southwest corner of said Lot 2; thence along the South
line thereof North 8701 13  East, 509.64 feet; thence North 6341 39  East,
26.32 feet; thence North 3101 39  East, 28.39 feet to an angle corner in the
West line of said Lot 1; thence along said West line South 5858 21  East, 28.50
feet; thence South 3101 39  West, 34.33 feet to the beginning of a non-tangent
337.50 foot radius curve to the right, a radial line bears North 1514 39  East
to said point; thence Southeasterly along the arc of said curve 97.19 feet
through a central angle of 1630 00  (the long chord bears South 6630 21  East,
96.86 feet); thence South 5815 21  East, 38.59 feet to the beginning of a
tangent 250.00 foot radius curve to the right; thence along the arc of said
curve 119.99 feet through a central angle of 2730 00  (the long chord bears
South 4430 21  East, 118.84 feet); thence South 3045 21  East, 35.58 feet;
thence South 2618 21  East, 296.70 feet; thence leaving said West line of said
Lot 1 North 6341 39  East, 34.72 feet to a point on the arc of a non-tangent
471.00 foot radius curve to the right, a radial line bears South 6938 24  West
to said point; thence Northwesterly and Northerly along the arc of said curve
175.23 feet through a central angle of 2119 00  (the long chord bears North
0942 06  West, 174.22 feet); thence North 0057 24  East, 74.53 feet; thence
North 3027 20  East, 40.73 feet to a point on the East line of said Lot 1;
thence along said East line North 5932 40  West, 224.56 feet to an angle corner
therein; thence North 3802 00  West, 149.18 feet to the Southeast corner of
said Lot 2; thence along the East line of said Lot 2 North 0113 48  West,
736.01 feet to the point of beginning.

Benefited Property   Lot 17

A
tract of land being a portion of those lands conveyed to Schnitzer Investment
Corp. recorded September 22, 1972, in Book 883, Page 784, Multnomah County Deed
Records, and Lot 1, BURGARD INDUSTRIAL PARK, a duly recorded subdivision in
Section 35, Township 2 North, Range 1 West of the Willamette Meridian, in the
City of Portland, County of Multnomah and State of Oregon, described as
follows:

Commencing at the intersection of the Westerly extension of the South
line of said Section 35 with the Easterly Harborline of the Willamette River;
thence along said Harborline North 2553 30  West, 253.93 feet to the True Point
of Beginning of the herein described tract of land; thence South 8808 52  East,
1388.01 feet; thence parallel with the South line of said Section 35 South
8953 00  East, 1904.74 feet; thence North 6151 50  East, 396.75 feet to a
point on the Westerly right of way line of N. Burgard Road, 60.00 feet wide;
thence along said Westerly right of way line North 2247 26  West, 30.13 feet to
the Southeast corner of said Lot 1, BURGARD INDUSTRIAL PARK; thence continuing
along said Westerly right of way line North 2247 26  West, 58.26 feet; thence
leaving said Westerly right of way line South 6548 00  West, 223.00 feet;
thence South 7225 00  West, 190.41 feet; thence North 8953 00  West, 255.00
feet; thence South 8248 21  West, 357.00 feet to a point on the arc of a
non-tangent 433.00 foot radius curve to the left, a radial line bears South
1719 27  East to said point; thence Southwesterly and Westerly along the arc of
said curve 131.81 feet through a central angle of 1726 27  (the long chord
bears South 8123 46  West, 131.30 feet); thence North 8953 00  West, 321.47
feet to the beginning of a tangent 503.40 foot radius curve to the right; thence
along the arc of said curve 169.19 feet through a central angle of 1915 25
(the long chord bears North 8015 17  West, 168.40 feet) to the most Northerly
Southwest corner of said Lot 1, said corner being coincident with the most
Southerly corner of the Northwest Pipe Co. tract described in Recorder s Fee No.
98090513, said Deed Records, said corner also being on the arc of a tangent
332.50 foot radius compound curve to the right; thence along the Westerly line
of said Northwest Pipe Co. tract and along the arc of 

 

 







 

said curve 151.00 feet through a central angle of 2601 12  (the long
chord bears North 5736 59  West, 149.71 feet) to the beginning of a tangent
286.00 foot radius compound curve to the right; thence along the arc of said
curve 91.35 feet through a central angle of 1818 02  (the long chord bears
North 3527 22  West, 90.96 feet); thence North 2618 21  West, 1240.30 feet to
the Northwest corner of said Northwest Pipe Co. tract; thence along the North
line thereof North 8701 13  East, 262.63 feet to the Southwest corner of Lot 2,
BURGARD INDUSTRIAL PARK; thence along said West line North 0004 56  East,
427.10 feet; thence leaving the West line of said Lot 2 North 9000 00  West,
2368.36 feet to a point on the Harborline on the Easterly side of the Willamette
River; thence along said Harborline South 2339 54  East, 186.68 feet to
Harborline Point #17; thence South 2553 30  East, 1747.52 feet to the True
Point of Beginning.

 

 







 

 

Schedule 4

Maintenance Share for Owners of Benefited Property

 


	
      Benefited Property (Lot #)_
	
       
	
      Acres
	
       
	
      Square Footage
	
       
	
      Maintenance %age

	
       
	
       
	
       
	
       
	
       
	
       
	
       

	
      1
	
       
	
      20.13
	
       
	
      876,950
	
       
	
      33.92%

	
      2
	
       
	
      6.52
	
       
	
      283,859
	
       
	
      10.98%

	
      17
	
       
	
      32.70
	
       
	
      1,424,298
	
       
	
      55.10%

	
       
	
       
	
       
	
       
	
       
	
       
	
       

	
       
	
       
	
       
	
       
	
      2,585,107
	
       
	
      100.00%




 

 







 

 

Schedule 5

Legal Description of Managing Owner Property

March 31, 2005

Job No. 05-3788

Lot 17

A
tract of land being a portion of those lands conveyed to Schnitzer Investment
Corp. recorded September 22, 1972, in Book 883, Page 784, Multnomah County Deed
Records, and Lot 1, BURGARD INDUSTRIAL PARK, a duly recorded subdivision in
Section 35, Township 2 North, Range 1 West of the Willamette Meridian, in the
City of Portland, County of Multnomah and State of Oregon, described as
follows:

Commencing at the intersection of the Westerly extension of the South
line of said Section 35 with the Easterly Harborline of the Willamette River;
thence along said Harborline North 2553 30  West, 253.93 feet to the True Point
of Beginning of the herein described tract of land; thence South 8808 52  East,
1388.01 feet; thence parallel with the South line of said Section 35 South
8953 00  East, 1904.74 feet; thence North 6151 50  East, 396.75 feet to a
point on the Westerly right of way line of N. Burgard Road, 60.00 feet wide;
thence along said Westerly right of way line North 2247 26  West, 30.13 feet to
the Southeast corner of said Lot 1, BURGARD INDUSTRIAL PARK; thence continuing
along said Westerly right of way line North 2247 26  West, 58.26 feet; thence
leaving said Westerly right of way line South 6548 00  West, 223.00 feet;
thence South 7225 00  West, 190.41 feet; thence North 8953 00  West, 255.00
feet; thence South 8248 21  West, 357.00 feet to a point on the arc of a
non-tangent 433.00 foot radius curve to the left, a radial line bears South
1719 27  East to said point; thence Southwesterly and Westerly along the arc of
said curve 131.81 feet through a central angle of 1726 27  (the long chord
bears South 8123 46  West, 131.30 feet); thence North 8953 00  West, 321.47
feet to the beginning of a tangent 503.40 foot radius curve to the right; thence
along the arc of said curve 169.19 feet through a central angle of 1915 25
(the long chord bears North 8015 17  West, 168.40 feet) to the most Northerly
Southwest corner of said Lot 1, said corner being coincident with the most
Southerly corner of the Northwest Pipe Co. tract described in Recorder s Fee No.
98090513, said Deed Records, said corner also being on the arc of a tangent
332.50 foot radius compound curve to the right; thence along the Westerly line
of said Northwest Pipe Co. tract and along the arc of said curve 151.00 feet
through a central angle of 2601 12  (the long chord bears North 5736 59  West,
149.71 feet) to the beginning of a tangent 286.00 foot radius compound curve to
the right; thence along the arc of said curve 91.35 feet through a central angle
of 1818 02  (the long chord bears North 3527 22  West, 90.96 feet); thence
North 2618 21  West, 1240.30 feet to the Northwest corner of said Northwest
Pipe Co. tract; thence along the North line thereof North 8701 13  East, 262.63
feet to the Southwest corner of Lot 2, BURGARD INDUSTRIAL PARK; thence along
said West line North 0004 56  East, 427.10 feet; thence leaving the West line
of said Lot 2 North 9000 00  West, 2368.36 feet to a point on the Harborline on
the Easterly side of the Willamette River; thence along said Harborline South
2339 54  East, 186.68 feet to Harborline Point #17; thence South 2553 30
East, 1747.52 feet to the True Point of Beginning.

 

 







 

 

Schedule 6

Roadway Minimum Standards

The minimum roadway standard is the standard of maintenance and repairs
required to maintain the Roadways at their current level of maintenance and
repair as of the date of this Declaration based on current traffic volumes and
weight. The minimum roadway standard is NOT to the City of Portland or Multnomah
County public street standards with curbs, sidewalks or similar
improvements.

 

 







 

 

Schedule 7

Budget (Calendar Year 2005)

 

 


	
       
	
       
	
      International
Terminals
	
       
	
       
	
       

	
       
	
       
	
      2005 Common Roadways
      Budget
	
       
	
       

	
       
	
       
	
       
	
       
	
       
	
       
	
       
	
       

	
       
	
       
	
       
	
       
	
       
	
       
	
       
	
       

	
       
	
      Repairs & Maintenance
	
       
	
       
	
       
	
       

	
      (2)
	
       
	
      Reserve Account
	
       
	
      5,000
	
       
	
       

	
       
	
       
	
      Asphalt Patching - Minor
	
       
	
      5,000
	
       
	
       

	
       
	
       
	
      Maintenance Mgr/Engineer
	
       
	
      2,683
	
       
	
       

	
       
	
       
	
      Weed abatement/Trash
	
       
	
      4,250
	
       
	
       

	
       
	
       
	
      Lighting
	
       
	
       
	
      0
	
       
	
       

	
       
	
       
	
      Fire hydrants
	
       
	
      500
	
       
	
       

	
       
	
       
	
      Catch basins
	
       
	
      1,000
	
       
	
       

	
       
	
      Total R&M
	
       
	
       
	
      18,433
	
       
	
       

	
       
	
      Contingency
	
       
	
       
	
      1,843
	
       
	
       

	
       
	
      Property Tax
	
       
	
       
	
      1,350
	
       
	
       

	
      (1)
	
      Misc. (Legal or
Environmental)
	
       
	
      1,500
	
       
	
       

	
       
	
      Admin Fee (Acct'g, JDE,
    Admin.)
	
       
	
      4,900
	
       
	
       

	
       
	
       
	
       
	
       
	
       
	
       
	
       
	
       

	
       
	
      Total Estimated 2005 Expenses
	
       
	
      28,027
	
       
	
       

	
       
	
       
	
       
	
       
	
       
	
       
	
       
	
       

	
      (1)
	
      To build and maintain an initial $10,000 reserve
      for misc. legal/environmental fees.

	
      (2)
	
      To build and maintain an initial $25,000 reserve
      for major R&M.
	
       
	
       

	
       
	
       
	
       
	
       
	
       
	
       
	
       
	
       

	
       
	
      Expenses will be pro rated.
	
       
	
       
	
       
	
       




 

 

 







 

 

Schedule 8

Legal Description of the Excluded Users Property

March 31, 2005

Job #05-3788

LOT 18

A
tract of land in Section 35, Township 2 North, Range 1 West of the Willamette
Meridian, in the City of Portland, County of Multnomah and state of Oregon,
described as follows:

Beginning at the intersection of the Northeasterly right of way line of
North Sever Road with the Westerly right of way line of North Burgard Road;
thence along said North Burgard Road right of way line North 2247'26" West,
101.10 feet; thence along the arc of a tangent 507.50 foot radius curve to the
right 617.87 feet through a central angle of 6945'22" (long chord bears North
1205'15" East, 580.41 feet); thence leaving said right of way line North
1522'34" West 399.98 feet; thence North 2852'39" West, 125.15 feet; thence
South 8805'44" East 26.50 feet; thence North 1729'34" West, 19.88 feet; thence
South 8846'12" West, 1053.09 feet; thence South 113'48" East, 736.01 feet to
the most Northerly corner of Lot 1, BURGARD INDUSTRIAL PARK, a duly recorded
subdivision; thence along the Northerly line of said Lot 1 South 3802'00  East,
149.18 feet; thence South 5932'40" East, 333.06 feet to a point on the arc of a
tangent 150. foot radius curve to the left; thence along the arc of said curve
78.54 feet through a central angle of 3000 00  (the long chord bears South
7432'40" East, 77.65 feet); thence South 8932'40" East, 347.84 feet to a point
in the Westerly right of way line of North Sever Road; thence along said
Westerly line North 005'07" East, 20.00 feet; thence along the Northerly and
Northeasterly right of way line of North Sever Road as follows: along the arc of
a non-tangent 388.10 foot radius curve to the right 91.10 feet through a central
angle of 1326'57" (the long chord bears South 8311'24" East, 90.89 feet);
thence radial to said curve North 1332'04" East, 10.00 feet; thence along the
arc of a non-tangent 398.10 foot radius curve to the right 245.01 feet through a
central angle of 3515'44" ( the long chord bears South 5850'04" East, 241.16
feet) to the point of beginning.

LOT 20

(NORTHWEST PIPE)

A
tract of land in the Southeast 1/4 of Section 35, Township 2 North, Range 1 West
of the Willamette Meridian, City of Portland, County of Multnomah and State of
Oregon, being more particularly described as follows:

Commencing at a point in the centerline of North Burgard Road, County
Road No. 1397-60, said point being Engineer s Station 13+52.53; thence North
8949 00  West, 471.91 feet to the True point of Beginning of the herein
described tract of land; thence continuing North 8949 00  West, 247.06 feet to
an angle corner in the East line of Lot 1, BURGARD INDUSTRIAL PARK, a duly
recorded subdivision; thence along said East line South 6210 00  West, 10.26
feet; thence North 0005 58  West, 118.01 feet; thence South 8932 40  East,
256.82 feet; thence leaving said East line South 0014 35  West, 111.97 feet to
the True Point of Beginning.

LOT 21

(McINTYRE ELECTRICAL COMPANY)

A
tract of land being those lands described in Grant Deed recorded June 8, 1959 in
Book 1958, Page 672, Multnomah County Deed Records, in the Southeast 1/4 of
Section 35, Township 2 North, Range 1 West of the Willamette Meridian, City of
Portland, County of Multnomah and State of Oregon, being more particularly
described as follows:

Commencing at a point in the centerline of North Burgard Road, County
Road No. 1397-60, said point being Engineer s Station 13+52.53; thence North
8949 00  West, 371.91 feet to the True point of Beginning of the herein
described tract of land; thence continuing North 8949 00  West, 100.00 feet to
the Southeast corner of that certain tract of land described in correction Deed
to Northwest Pipe Company as Recorder s Fee No. 98090513 said Deed Records;
thence along the East line of said Northwest Pipe Company tract North 0014 35
East, 100.00 feet to an angle point on the East line of Lot 1, BURGARD
INDUSTRIAL PARK, a duly recorded subdivision; thence along 

 

 







 

said East line South 8947 09  East, 100.00 feet; thence leaving said
East line South 0014 35: West, 107.89 feet to the True Point of
Beginning.

LOT 23

(NORTHWEST PIPE CO.)

A
tract of land being those lands described in Correction Deed to Northwest Pipe
Company by Warranty Deed, recorded as Recorder s Fee No. 98090513, Multnomah
County Deed Records, in the Southwest Quarter and the Southeast Quarter of
Section 35, Township 2 North, Range 1 West of the Willamette Meridian, City of
Portland, County of Multnomah and State of Oregon, being more particularly
described as follows:

Beginning at the Southwest corner of Lot 2, BURGARD INDUSTRIAL PARK, a
duly recorded subdivision, said corner being on the North line of those lands
described in Parcel 1, Recorder s Fee No. 98090513, said Deed Records; thence
along said North line South 8701 13  West, 262.63 feet; thence South 2618 21
East, 1240.30 feet to the beginning of a tangent 286.00 foot radius curve to the
left; thence along the arc of said curve 91.35 feet through a central angle of
1818 02  (the long chord bears South 3527 22  East, 90.96 feet) to the
beginning of a tangent 332.50 foot compound curve to the left; thence along the
arc of said curve 151.00 feet through a central angle of 2601 12  (the long
chord bears South 5736 59  East, 149.71 feet) to the most Northerly Southwest
corner of Lot 1, BURGARD INDUSTRIAL PARK; thence along the Northwesterly line of
said Lot 1 North 6555 19  East, 777.00 feet; thence North 2618 21  West,
900.13 feet; thence North 3045 21  West, 35.58 feet to the beginning of a
tangent 250.00 foot radius curve to the left; thence along the arc of said curve
119.99 feet through a central angle of 2730 00  (the long chord bears North
4430 21  West, 118.84 feet); thence North 5815 21  West, 38.59 feet to the
beginning of a tangent 337.50 foot curve to the left; thence along the arc of
said curve 97.19 feet through a central angle of 1630 00  (the long chord bears
North 6630 21  West, 96.86 feet); thence North 3101 39  East, 34.33 feet;
thence North 5858 21  West, 28.50 feet to the Northwest corner of Lot 1, said
Northwest corner being coincident with an angle point on the South Line of Lot
2, said BURGARD INDUSTRIAL PARK; thence along said South line South 3101 39
West, 28.39 feet; thence South 6341 39  West, 26.32 feet; thence South
8701 13  West, 509.64 feet to the point of beginning.

 

 







 

 

Schedule 9

Sign Easement




 

 









 

 

EXHIBIT F

RAILROAD DECLARATION

When recorded return to:

Bradley S. Miller

Ball Janik LLP

101 SW Main Street, Suite 1100

Portland, Oregon 97204

THIS DECLARATION (this  Declaration ) is made as
of the 4th day of                                          
                                          
                                    May, 2005, by SCHNITZER INVESTMENT CORP., an Oregon corporation
( Declarant ).

Declarant is the owner of real property in the City of Portland, County
of Multnomah, State of Oregon, more particularly described on the attached
Schedule 1 (the  Property ) and
has ownership interests in, or non-exclusive and assignable railroad easement
rights to use, the parcels of property described on the attached Schedule 3 (the  Northern Railroad
Line ).

Declarant desires to grant certain easements in the location of the
current railroad tracks over the portion of the Property described on the
attached Schedule 2 (the  SSI
Property ) for the benefit of Declarant and any future owners of the portion of
the Property described on the attached Schedule
4 ( Lot 1 ), and Declarant desires to reserve and assign
certain easements over the Northern Railroad Line and over Lot 1 for the benefit
of the owner of the SSI Property and any future owners of the SSI Property (the
 Owner of the SSI Property ).The owner of Lot 1 and the Owner of the SSI
Property, together with any future owners of all or any portion of these
properties are referred to herein as  Owner  or collectively as
 Owners. 

NOW, THEREFORE, Declarant declares as
follows:

1.Reservation of Railroad
Easements Over Lot 2. Declarant hereby declares and
reserves a non-exclusive railroad easement for the benefit of Lot 1 in the
location, as of the date of this Declaration, of the railroad tracks on that
certain portion of the SSI Property described on Schedule
2, as  Lot 2  (the  Lot 2 Railroad Line ). The Owner of
Lot 1 shall have right of access to and ingress and egress over the Lot 2
Railroad Line, and shall access the Lot 2 Railroad Line solely for purposes of
operating a rail engine in compliance with all applicable laws and governmental
requirements, owned, leased or contracted for by such Owner or a third party to
transfer and switch railroad cars owned, leased, operated or contracted for by
such Owner over the Lot 2 Railroad Line; provided however, that so long as
transfer and switching services are provided to the Owner of Lot 1 by the Owner
of the SSI Property, the Owner of Lot 1 shall not contract with any other third
party or the Train Company (as defined below) to provide transfer and switching
services.The Owner of Lot 1 shall cooperate with the Owner
of the SSI Property to schedule the movement of cars over the Lot 2 Railroad
Line.

1.1    Repair, Maintenance and Replacement. The Owner of
the SSI Property shall repair, maintain and replace, as necessary, the Lot 2
Railroad Line and shall maintain the

Lot 2 Railroad Line in good and serviceable condition; provided that the
Owner of Lot 1 shall be solely responsible for, and shall, pursuant to the
payment provisions herein below, pay to the Owner of the SSI Property, the full
cost of any repair, maintenance or replacement of the Northern Railroad Line or
the Lot 2 Railroad Line or any railroad crossing of such Lot 2 Railroad Line or
Northern Railroad Line to the extent the need for such repair, maintenance or
replacement is caused by the negligence or willful misconduct of the Owner of
Lot 1 and their respective agents, tenants, employees, contractors and invitees
(the  Lot 1 Benefited Parties ). Subject to the provisions hereof, the Owner of
the SSI Property shall maintain the Lot 2 Railroad Line in a condition at least
adequate for the volume of traffic resulting from the use of the Lot 2 Railroad
by the Owner of the SSI Property, by currently authorized users of the Lot 2
Railroad as of the date hereof, and by the Owner of Lot 1 and by the Lot 1
Benefited Parties, which maintenance obligation includes, without limitation, an
obligation to maintain such fire suppression and other fire protection equipment
as may be required by applicable laws and governmental entities; provided,
however that the Owner of the SSI property shall not be obligated to provide
upgrades or conduct maintenance and repairs to the Lot 2 Railroad Line that may
be or are required in order for the Owner of Lot 1 to receive railroad switching
services 

 

 







 

from a third party or the  Train Company  (defined below). With respect
to all obligations imposed on the Lot 1 Benefited Parties, the Owner of Lot 1
shall at all time remain primarily liable for the performance of such
obligations, and shall ensure compliance by the Lot 1 Benefited Parties with the
terms hereof.

1.2    Payment of Repair, Maintenance and Replacement Costs. During any period of use of the Lot 2 Railroad Line by the Owner of Lot 1
or the Lot 1 Benefited Parties, the Owner of Lot 1 shall pay its proportionate
share of any repair, maintenance or replacement expenses for the Lot 2 Railroad
Line. The Owner of Lot 1 s proportionate share of the repair, maintenance or
replacement expense for the Lot 2 Railroad Line shall be determined through the
use of a fraction, the numerator of which will be the number of cars moved, or
caused to be moved, by the Owner of Lot 1 and/or any of the Lot 1 Benefited
Parties for the period and the denominator shall be the total number of cars
moved or caused to be moved on or across the Lot 2 Railroad Line during the same
period, which period of use shall be not less than a quarterly period and not
greater than an annual period as determined by the Owner of the SSI Property in
its discretion (the  Lot 2 Line Proportionate Share ). In addition, the Owner of
Lot 1 shall pay its proportionate share of the repair, maintenance or
replacement expenses for the Northern Railroad Line. The Owner of Lot 1 s
proportionate share of the repair, maintenance or replacement expense for the
Northern Railroad Line shall be determined through the use of a fraction, the
numerator of which will be the number of cars moved, or caused to be moved, by
the Owner of Lot 1 and/or any of the Lot 1 Benefited Parties for the period and
the denominator shall be the total number of cars moved or caused to be moved on
or across the Northern Railroad Line during the same period, which period of use
shall be not less than a quarterly period and not greater than an annual period
as determined by the Owner of the SSI Property in its discretion (the  Northern
Line Proportionate Share ).

1.3    Subject to Prior Agreement. The right of the
Owner of Lot 1 and the Lot 1 Benefited Parties to use the Lot 2 Railroad Line is
subject to the terms, to the extent applicable, of that certain Rail Service and
Maintenance Agreement dated November 21, 1974 between Container Corporation of
America and Declarant, and the Owner of Lot 1 covenants that neither it nor the
Lot 1 Benefited Parties will cause the Owner of the SSI Property to be in breach
of the November 21, 1974 Rail Service and Maintenance Agreement by their
actions.

1.4    Relocation. The Owner of Lot 1 acknowledges that
the Owner of the SSI Property may, from time to time, move the location of the
Lot 2 Railroad Line upon thirty (30) days written notice to the Owner of Lot 1,
in which event the Owner of the SSI Property shall record an amendment to
Schedule 5 of this Declaration
reflecting the new location of the Lot 2 Railroad Line.

2.      Railroad Line Obligations. Attached as
Schedule 5 is a sketch of the
current configuration of the railroad lines on the SSI Property and outside the
SSI Property that are commonly known as Tracks 1, 1A, 2 and 2A. As of the date
hereof, the Owner of the SSI Property assumes all obligations of Declarant
accruing after the date of this Declaration, and Declarant assigns all of its
rights to the Owner of the SSI Property under the following agreements, as may
be modified or amended from time to time, (collectively, the  Railroad
Agreements ): (i) Agreement dated October 7, 1974, between Declarant, Northwest
Terminal Co., Bell Oil Terminal Co., and Time Oil Co.; (ii) Rail Service and
Maintenance Agreement dated November 21, 1974, between Declarant and Container
Corporation of America; (iii) Industrial Trackage Agreement dated February 5,
1975, among Declarant, Time Oil Company, Northwest Terminal Company, Container
Corporation of America, Oregon-Washington Railroad & Navigation Company,
Union Pacific Railroad Company, Burlington Northern Inc., and Spokane, Portland
and Seattle Railway Company; (iv) Agreement dated November 9, 1977, and recorded
November 10, 1977 in Book 1220, Page 2129 of the real property records of
Multnomah County among Declarant, Palmco Inc., Bell Oil Terminal Company,
Northwest Terminal Company, and Time Oil Company, excepting the provisions of
Section 3.5 relating to the construction of an underground pipeline, the
provisions of Section 3.14 relating to the payment of any sums relating to any
vessel using the Palmco dock and the provisions of Sections 3.16, 3.19 and 3.20
relating to pro-rata reimbursement to Bell Oil Terminal Company for repair or
replacement costs for the Palmco Dock (provided, however, Declarant reserves the
right to all receive all payments, if any, payable under Sections 2.4 and 2.5 of
the Agreement dated November 9, 1977); (v) Railroad Easement Agreement dated
September 30, 1990, among Joseph T. Ryerson and Son, Inc., Declarant, and
Schnitzer Steel Industries, Inc. and recorded on September 28, 1990, in Book
2347 at Page 2500 of the real property records of Multnomah County (the  Ryerson
Railroad Easement ); (vi) Railroad Easement Agreement granted by Northwest
Terminal Company to Declarant dated, October 7, 1974 and recorded October 10,
1974, in the Official Records of Multnomah County, Oregon in Book 1011, Page 73
(the  Parcel V Railroad Easement ); and (vii) Railroad Easement Agreement
between Declarant and Ro-Mar Realty of Oregon, Inc. dated December 20, 1994 and
recorded December 23, 1994 

 

 







 

in
the Multnomah County, Oregon real property records as Fee 94-184892 (the  Tract
B Railroad Easement ). The Owner of Lot 1 s and any of the Lot 1 Benefited
Parties  rights hereunder are subject to the terms of the Railroad Agreements,
to the extent they affect the performance of the obligations of the Owner of the
SSI Property.

3.      Railroad Switching Services For Lot 1. Except as
otherwise provided herein, the Owner of the SSI Property shall provide such
railroad switching services to the Owner of Lot 1 and the Lot 1 Benefited
Parties for so long as the Owner of Lot 1 or the Lot 1 Benefited Parties are
using the Lot 2 Railroad Line and comply with the terms hereof, including,
without limitation, payment of a service fee for such transfer and switching
services (as provided herein below) and payment of the Lot 2 Line Proportionate
Share and the Northern Line Proportionate Share.

3.1.1Required Notification;
Number of Cars. Upon not less than 24 hours notification
from any such person or entity or the railroad company that owns the railroad
line to which the Lot 2 Railroad Line connects (the  Train Company ) that
railroad cars controlled by any such person or entity are located at either the
Train Company s terminal, the applicable point of connection, the applicable
point of switch, or Lot 1 and are ready for movement across the Lot 2 Railroad
Line, the Owner of the SSI Property shall cause to be provided equipment and
service necessary to transfer such railroad cars from the Train Company s
terminal to Lot 1 or from Lot 1 to the Train Company s terminal; provided,
however, that following the notification required hereunder, the Owner of the
SSI Property shall have a period of no less than three (3) additional hours to
 spot  railroad cars on the Lot 1 spur after the Owner of the SSI Property is
given notice of which railroad cars to  spot.  The Owner of the SSI Property
shall not be required to transfer more railroad cars than can be stored on Lot 1
or that will interfere with the Owner of the SSI Property s ability to comply
with the terms of the Ryerson Railroad Easement or the Ryerson Railroad Use
Agreement dated September 30, 1990, or any modification, extension or renewal
thereof (collectively, the  Ryerson Rail Use Agreement ); provided, however that
no modification of the Ryerson Rail Use Agreement that would materially increase
the number of cars that the Owner of the SSI Property is required to transfer or
switch onto the property benefited by the Ryerson Rail Use Agreement shall
result in a material reduction to the commercially reasonable transfer and
switching services to be provided to the Owner of Lot 1 pursuant to this Section
3. The Owner of the SSI Property shall not be required to  spot  or store any
cars on the Northern Railroad Line or the Lot 2 Railroad Line due to
insufficient storage on Lot 1. In the event the Owner of Lot 1 or any of the Lot
1 Benefited Parties causes the delivery of a number of railroad cars in excess
of the cars that can be stored on Lot 1 (the  Excess Cars ), the Owner of the
SSI Property shall have no obligation to transfer such Excess Cars, and the Lot
1 Owner shall be liable for any and all costs due to the Train Company, to other
users of the Northern Railroad Line pursuant to the Railroad Agreements, and to
the Owner of the SSI Property resulting from or related to the delivery of the
Excess Cars.

3.1.2Transfer Times.
Such transfer and switching services shall be provided
during normal business hours and with reasonable promptness. The Owner of the
SSI Property will use commercially reasonable efforts to cause the requested
transfer and switching service to be performed at its next regularly scheduled
transfer times, which will not be less frequent than once per day (Saturdays,
Sundays, holidays and periods of reasonable maintenance excepted) provided
notice is received within a reasonable time prior to such transfer; provided
further, however, that in the event of a conflict with a switching request
pursuant to the Ryerson Railroad Easement or the Ryerson Rail Use Agreement, or
the needs of the Owner of the SSI Property, or its agents, tenants, employees,
contractors and invitees (collectively, the  SSI Benefited Parties ), the Owner
of the SSI Property shall use commercially reasonable efforts to cause
performance of all service requests, but in no event shall it be required to add
additional transfer times to its regular schedule, and performance at the
subsequent regularly scheduled transfer time shall be deemed to commercially
reasonable hereunder. The Owner of the SSI Property will, upon request, provide
a schedule of its estimated transfer times, which may be revised from time to
time and notify the persons or entities requesting such notification and
providing a method of notification, of any changes in the estimated transfer
times. The Owner of Lot 1 or the Lot 1 Benefited Parties requesting such
switching services are solely responsible for all loading and unloading of cars
transferred or switched pursuant to this Declaration. The Owner of the SSI
Property reserves the right to refuse to transfer or switch any car that it
reasonably believes to be in poor operating condition, improperly loaded or in
an unsafe condition; provided, however, regardless of this inspection right, the
Owner of Lot 1 shall be primarily liable to the Owner of the SSI property or any
of its employees or third parties for any liabilities which may arise out of or
caused by the unsafe or poor operating condition of any railroad car and in no
event shall the Owner of the SSI Property or the SSI Benefited Parties have any
liability relating to such unsafe or poor operating condition. The Owner of Lot
1 shall provide the Owner of the SSI Property and the SSI Benefited Parties a
safe working area to perform the transferring and switching service. Except for
the length of track 

 

 







 

comprising the current  Lot 1 Spur  (defined below) to the extent used by
the Owner of the SSI Property for switching and which shall be maintained and
repaired as a part of the Lot 2 Railroad Line, the Owner of Lot 1 shall install,
repair, replace and maintain all track and switches located on Lot 1 at its sole
cost and expense in good and serviceable condition in accordance with the
requirements of the Owner of the SSI Property.

3.1.3Payment of Fees.
The Owner of Lot 1 shall pay a service fee to the Owner
of the SSI Property for each of the railroad cars transferred or switched on the
Lot 2 Railroad Line for the benefit of the Owner of Lot 1 or the Lot 1 Benefited
Parties, in an amount equal to the then market rate for such services, which
rates shall be determined and published by the Owner of the SSI Property from
time to time (the  Switching Fee ). All amounts due to the Owner of the SSI
Property hereunder, including without limitation, the Northern Line
Proportionate Share, the Lot 2 Line Proportionate Share and the Switching Fee,
shall be paid within thirty (30) days after receipt of an invoice (pursuant to
the notice provisions in Section 5(i)) from the Owner of the SSI Property. In
the event the Owner of Lot 1 disputes the reasonableness of the published
switching rates, the matter shall be submitted to arbitration as provided
herein. The Owner of Lot 1 shall pay the Train Company all applicable fees
charged by the Train Company including without limitation, all switching
charges, delivery charges and demurrage, which payments shall be made directly
to the Train Company.

3.1.4Removal or Relocation of
Lot 1 Track; Extinguishment of Easement. Provided that
(i) it does not interfere with the Owner of the SSI Property s ability to comply
with the terms of the Ryerson Railroad Easement or the Ryerson Rail Use
Agreement (ii) it does not comprise any portion of the two, parallel tracks
located on the easement granted to the Owner of the SSI Property over the  Lot 1
Spur  (defined below), and (iii) the Owner of the SSI Property continues to have
sufficient track length on Lot 1 on the Lot 1 Spur and a track configuration
allowing it to efficiently switch cars, at the standard of service existing as
of the date of this Declaration, onto all properties currently served by the Lot
2 Railroad Line, including without limitation, the SSI Property, the property
benefited by the Ryerson Rail Use Agreement, and the real property currently
owned by Northwest Pipe Company, which is described on the attached
Schedule 6, the Owner of Lot 1
shall have the right to relocate any or all of the portions of the railroad line
located on Lot 1. In addition, the Owner of Lot 1 shall have the right to remove
that portion of the railroad line located on Lot 1 such that after such removal,
the portion of the two, parallel railroad tracks that remain on Lot 1 contain
enough track to satisfy the requirements of clauses (i) and (ii) of this Section
3.1.4 (the portion of the railroad line on Lot 1 that the Owner of Lot 1 has the
right to remove is hereinafter referred to as the  Removable Track ). If the
Owner of Lot 1 removes any portion of the Removable Track (other than for repair
or replacement), the Owner of the SSI Property shall have no further obligation
to the Owner of Lot 1or the Lot 1 Benefited Parties under Sections 1, 2 and 3 of
this Declaration and the Owner of Lot 1 will be deemed to have abandoned all
rights under Sections 1, 2 and 3 of this Declaration, and all such rights shall
be extinguished without further action of any party hereto, and shall have no
further duties and obligations under Sections 1, 2 and 3 of this Declaration.
Upon removal of the Removable Track, the Owner of Lot 1 shall execute
documentation reasonably required by the Owner of the SSI Property to confirm
the extinguishment of the railroad easement granted herein, provided that such
documentation shall not be required to evidence the effectiveness of the
extinguishment of this easement as provided in the preceding
sentence.

3.1.5Third Party Switching.
If the Owner of the SSI Property ceases to provide
railroad switching services for any reason, the Owner of the SSI Property shall
allow a third party to provide such railroad switching services over the portion
of the Lot 2 Railroad Line located on the SSI Property at the Owner of Lot 1 s
sole cost and expense. Provided that the Owner of the SSI Property elects to
stop providing railroad switching services to all third parties served by the
Lot 2 Railroad Line, and notwithstanding anything to the contrary contained
herein, the Owner of the SSI Property: (i) may cease providing railroad
switching services to the Owner of Lot 1, the Lot 1 Benefited Parties and all
other third parties served by the Lot 2 Railroad Line upon not less than one (1)
year s prior written notice to the then Owner(s) of record of Lot 1, and (ii)
shall not be required to provide or maintain upgrades to the Lot 2 Railroad Line
to the extent such upgrades may be or are required in order to receive railroad
switching services from a third party or the Train Company; and, if the Owner of
Lot 1, in its discretion, decides to utilize the Train Company or a third party
to provide switching services, then the cost of all upgrades to the Lot 2
Railroad Line necessary to obtain third party or Train Company switching
services shall be the responsibility of the Owner of Lot 1. Further, in the
event the Owner of the SSI Property ceases to provide railroad switching
services hereunder and ceases use of the Lot 2 Railroad Line, the Owner of the
SSI Property shall have no further obligation to repair, maintain or replace the
Lot 2 Railroad tracks or switches and shall have no further obligation to
repair, maintain or replace the Northern Railroad Line for the benefit of the
Owner of Lot 1, the Lot 1 Benefited Parties or other third parties served by the
Lot 2 Railroad Line. In the event the Owner of the SSI 

 

 







 

Property ceases to provide railroad switching services hereunder,
Declarant shall have the right, but not the obligation, to require the Owner of
the SSI Property take reasonable steps to provide for the rights and obligations
for repair, maintenance, replacement and switching under the Railroad
Agreements, for both the Northern Railroad Line and the Lot 2 Railroad Line,
which are assigned to and assumed by the Owner of the SSI Property hereunder, to
the extent necessary to allow the Train Company or a third party to provide
switching services to property served by the Northern Railroad Line and the Lot
2 Railroad Line (including without limitation, switching services to Lot 1 and
the SSI Property), to revert to Declarant.

3.2    Default and Remedies. The Owner of Lot 1 will be
in default if (a) an invoice from the Owner of the SSI Property to the Owner of
Lot 1 or any Lot 1 Benefited Party remains unpaid thirty (30) days following the
date of the invoice; or (b) the Owner of Lot 1 or any Lot 1 Benefited Party
intentionally and knowingly moves or causes any railroad cars to be moved on or
over the Lot 2 Railroad Line other than in accordance with the terms of this
Declaration. In the event of a default, in addition to pursuing damages and any
other remedies allowed by law, the Owner of the SSI Property may discontinue
transfer and switching services to the Owner of Lot 1 or the Lot 1 Benefited
Party until the default has been cured.

4.      Reservation of Railroad Easements Over Property and Northern Railroad
Line. Declarant hereby declares and reserves a
non-exclusive railroad easement for the benefit of the Owner of the SSI Property
in the location of the railroad tracks and railroad right of way on Lot 3 and
Tract B, BURGARD INDUSTRIAL PARK, in the City of Portland, County of Multnomah,
State of Oregon and in the location of the railroad tracks and railroad right of
way located on railroad Parcel I, railroad Parcel III, and railroad parcel IV,
and Declarant assigns its rights in the non-exclusive railroad easement in the
location of the railroad tracks and railroad right of way located on railroad
Parcel V, all of which are more particularly described on Schedule 3 and previously defined herein as the
 Northern Railroad Line.  Subject to the terms and provisions of the Railroad
Agreements, as may be modified or amended from time to time, the Owner of SSI
Property shall have right of access to and ingress and egress over the Northern
Railroad Line for purposes of operating a rail engine owned, leased or
contracted for by the Owner of the SSI Property or a third party at its
direction, to transfer and switch railroad cars owned, leased, operated or
contracted for by the Owner of the SSI Property or the SSI Benefited Parties
over the Northern Railroad Line. The Owner of the SSI Property shall repair,
maintain and replace, as necessary, the Northern Railroad Line and shall be
entitled to reimbursement from other parties to the Railroad Agreements or other
parties holding by, through or under the parties to the Railroad Agreements for
a portion of the cost of such maintenance expenses for the Northern Railroad
Line as provided in the Railroad Agreements. In addition, Declarant hereby
reserves for the benefit of the Owner of the SSI Property, the right of
reasonable ingress and egress over and across the Northern Railroad Line to
undertake such repair, maintenance and replacement as may be necessary or
desirable from time to time.

4.1.   Reservation of Railroad Easement Over Lot 1. Declarant hereby declares and reserves a non-exclusive railroad easement
for the benefit of the Owner of the SSI Property, any future Owner of the SSI
Property and the SSI Benefited Parties in the location of the two, parallel
railroad tracks and railroad right of way on Lot 1 and extending to a point on
Lot 1 that is depicted on the attached Schedule 7
and more particularly described on the attached
Schedule 8 (the  Lot 1 Spur ), or
any future permitted relocation of the Lot 1 Spur. The two, parallel railroad
tracks located in the Lot 1 Spur (the  Fixed Track ) cannot be removed by the
Owner of Lot 1. In the event the Owner of Lot 1 relocates the Fixed Track
pursuant to Section 3.1.4, it shall relocate both tracks and the two relocated
tracks shall remain parallel and shall be the same length. Nothing herein shall
prohibit removal of the Removable Track. The Owner of SSI Property shall have
right of access to and ingress and egress over the Lot 1 Spur and the Fixed
Track for purposes of operating a rail engine owned, leased or contracted for by
the Owner of the SSI Property, an SSI Benefited Party or a third party at any of
their direction, to transfer and switch railroad cars owned, leased, operated or
contracted for by the Owner of the SSI Property or an SSI Benefited Party. The
railroad easement over the Lot 1 Spur and Fixed Track declared and reserved
hereunder shall not be extinguished except by a written instrument executed by
the Owner of the SSI Property.


	
      5.
	
      Miscellaneous.




a.       The
easements, restrictions, benefits and obligations hereunder shall create mutual
benefits and servitudes running with the land and shall bind and inure to the
benefit of the Owners, their respective heirs, representatives, successors and
assigns. The singular number includes the plural and the masculine gender
includes the feminine and neuter. Any person or entity acquiring fee title to
the SSI Property or Lot 1or any portion thereof shall be bound by, or as
applicable, receive the benefits of, this Declaration

 

 







 

 

b.      This Declaration (including exhibits) may be modified or canceled only by
written agreement signed by the Owners or their successors in
interest.

c.       The
headings herein are inserted only as a matter of convenience and for reference
and in no way define, limit or describe the scope or intent of this Declaration
nor in any way affect the terms and provisions hereof.

d.      Any claim, controversy, or dispute between the Owners relating to repair,
maintenance or replacement of track and switches or the payment of any fee or
costs arising out of or relating to this Declaration, or to the interpretation
or breach thereof, shall be resolved by arbitration in accordance with the
then-effective arbitration rules of the Arbitration Service of Portland, Inc. or
the then-effective commercial arbitration rules of the American Arbitration
Association, whichever organization is selected by the party that first
initiates arbitration by filing a claim in accordance with the filing rules of
the organization selected, and any judgment upon the award rendered pursuant to
such arbitration may be entered in any court having jurisdiction thereof. The
parties to the arbitration shall use commercially reasonable efforts to complete
any arbitration within sixty (60) days of the filing of the dispute, unless the
dispute is regarding the refusal to grant a consent or approval, in which case
the time period shall be thirty (30) days. The arbitrator or arbitrators shall
be empowered to impose sanctions for any party s failure to use commercially
reasonable efforts. Each party agrees to keep all disputes and arbitration
proceedings strictly confidential, except for the disclosure of information
required in the ordinary course of business of the parties or as required by
applicable law or regulation. Any time limitation (such as the statute of
limitations or laches) that would bar litigation of a claim, shall also bar
arbitration of the claim. If any provision of this arbitration program is
declared invalid by any court, the remaining provisions shall not be affected
thereby and shall remain fully enforceable. The Owners understand that their
disputes as described herein will be resolved by arbitration rather than in a
court, and once so decided, cannot later be brought, filed, or pursued in
court.

e.       In the
event a suit, action, arbitration, or other proceeding of any nature whatsoever,
including, without limitation, any proceeding under the US Bankruptcy Code, is
instituted, or the services of an attorney are retained, to interpret or enforce
any provision of this Declaration or with respect to any dispute relating to
this Declaration, the prevailing party shall be entitled to recover from the
losing party its reasonable attorneys , paralegals , accountants , and other
experts  fees and all other fees, costs, and expenses actually incurred and
reasonably necessary in connection therewith (collectively,  Attorneys  Fees ).
In the event of suit, action, arbitration, or other proceeding, the amount of
the Attorneys  Fees shall be determined by the judge or arbitrator, shall
include fees and expenses incurred on any appeal or review, and shall be in
addition to all other amounts provided by law.

f.       Except for
payments of money due hereunder, in case of interference in performance by any
Owner of its obligations under this Declaration because of any act beyond the
reasonable control of such Owner, including without limitation, acts of God,
war, insurrection, fires, floods, strikes, unanticipated equipment failure or
other cause beyond the reasonable control of such Owner, all affected Owners
shall take reasonable measures to mitigate the unfavorable effects of such force
majeure events and performance hereunder shall be excused for a reasonable
period of time while the affected Owners take reasonable measures to
mitigate.

g.      Each Owner shall indemnify, protect, defend and save the other Owners
harmless for, from and against any and all third party liability, damage,
expense, causes of action, suits, claims, or judgments arising from bodily
injury, death, or property damage arising out of the use, repair, and
maintenance of the easements by the indemnifying Owner, except to the extent
caused by the negligence or willful misconduct of the party seeking
indemnification.

h.      This Declaration constitutes the entire agreement, and this Declaration
once executed and delivered shall not be modified or altered in any respect
except by a writing executed and delivered in the same manner as required by
this document. Invalidation of any provision of this Declaration, in whole or in
part, or of any application of a provision of this Declaration, by judgment or
court order shall in no way affect other provisions or applications.

i.       Notice may,
unless otherwise provided herein, be given or served (a) by certified mail,
return receipt requested, with postage prepaid, (b) by delivering the same to
such party, or an agent of such party, in person or by commercial courier, (c)
by facsimile transmission, if the time of facsimile delivery is 

 

 







 

confirmed by sender s receipt of a transmission report, generated by
sender s facsimile machine, which confirms that the facsimile was successfully
transmitted in its entirety and provided the facsimile was forwarded prior to
5:00 P.M., or (d) by depositing the same into custody of a nationally recognized
overnight delivery service. Notice given in any manner shall be effective only
if and when received by the party to be notified between the hours of 8:00 A.M.
and 5:00 P.M. of any business day with delivery made after such hours to be
deemed received the following business day. For the purposes of notice, each
Owner s notice address or shall be the address of the Owner s portion of the
Property. Upon written notice to the Owner of the SSI Property directed to
Schnitzer Steel Industries, Inc.,3200 NW Yeon Avenue, Portland, OR 97296 Attn:
Secretary (or such other address specified in the manner described in the
following sentence), a Lot 1 Benefited Party may request direct notices provided
that the Lot 1 Benefited Party s request specifies a notice address within the
United States of America and the designated recipient for all notices hereunder.
Each Owner or Lot 1 Benefited Party that has requested direct notices shall have
the right from time to time to change its respective notice address, and each
shall have the right to specify as its address any other address within the
United States of America by at least five (5) days written notice to all other
Owners and Lot 1 Benefited Parties.

j.       No
modification or termination of this Declaration shall be binding upon any first
position holders of any mortgage or trust deed encumbering the Property or their
successors or assigns ( Mortgage Holder ), unless the Mortgage Holder has
consented to the modification or termination, which consent shall not be
unreasonably withheld, conditioned or delayed. However, consent will be deemed
given if a Mortgage Holder does not object in writing within thirty (30) days
after notice of the proposed modification or termination.

IN WITNESS WHEREOF, the undersigned has executed
this Declaration the day and year first written above.

SCHNITZER INVESTMENT CORP., an Oregon corporation

By: ______________________________________

Title: _____________________________________


	
      State of
	
      ___________________________)




___________________________)ss.


	
      County of
	
      ___________________________)




 

The foregoing instrument was acknowledged before me this _____ day of
______, 2005, by ________________, the ______________ of _________________, on
behalf of ________________.

(Seal and Expiration Date)

 

_____________________________________

Notary Public

 



 

 







 

 

Schedule 1

Description of the Property

March 31, 2005

Job No. 05-3788

NEW TRACT  A , BIP

A
tract of land being a portion of Tract  A , Lot 2 and Lot 3, Burgard Industrial
Park, a duly recorded subdivision in Section 35, Township 2 North, Range 1 West
of the Willamette Meridian, City of Portland, County of Multnomah and State of
Oregon, being more particularly described as follows:

Beginning at the Northeast corner of said Tract  A  thence along the East
line thereof South 1729 34  East, 62.50 feet to the Southeast corner of said
Tract  A  thence along the South line thereof South 8846 12  West, 1563.75 feet
to the beginning of a tangent 90.00 foot radius curve to the left; thence
leaving the North line of said Lot 2 and along the arc of said curve 91.68 feet
through a central angle of 5822 06  (the long chord bears South 5935 09  West,
87.77 feet); thence South 3024 06  West, 143.18 feet to the beginning of a
tangent 100.00 foot radius curve to the right; thence along the arc of said
curve 59.05 feet through a central angle of 3349 49  (the long chord bears
South 4719 01  West, 58.19 feet) to a point on the most Northerly South line of
said Lot 2; thence along last said line North 8955 04  West, 43.60 feet to an
angle corner in the West line of said Lot 2; thence along said West line North
0004 56  East, 201.97 feet to an angle point therein; thence North 6506 14
West, 361.13 feet; thence South 8955 04  East, 80.16 feet; thence North
0004 56  East, 29.07 feet; thence South 6646 00  East, 293.17 feet; thence
North 9000 00  East, 162.76 feet to the West line of Lot 4, Burgard Industrial
Park; thence along said West line South 3231 53  East, 19.14 feet to a point on
the arc of a non-tangent 140.00 foot radius curve to the right, a radial line
bears North 1704 11  West to said point; thence along the arc of said curve
38.70 feet through a central angle of 1550 23  (the long chord bears North
8051 01  East, 38.58 feet); thence North 0113 48  West, 10.00 feet; thence
North 8846 12  East, 1546.25 feet to the point of beginning.

Containing therein 2.560 acres, more or less.

Benefited Property   Lot 1

(PART OF LOT 1, BIP)

A
tract of land being a portion of Lot 1, BURGARD INDUSTRIAL PARK, a duly recorded
subdivision in the Southeast 1/4 of Section 35, Township 2 North, Range 1 West
of the Willamette Meridian, City of Portland, County of Multnomah and State of
Oregon, being more particularly described as follows:

Beginning at the Southwest corner of said Lot 1, BURGARD INDUSTRIAL PARK;
thence along the West line of said Lot 1 North 0007 00  East, 52.32 feet to an
angle corner therein; thence North 6555 19  East, 777.00 feet; thence North
2618 21  West, 603.43 feet; thence leaving said West line of said Lot 1 North
6341 39  East, 34.72 feet to a point on the arc of a non-tangent 471.00 foot
radius curve to the right, a radial line bears South 6938 24  West to said
point; thence Northwesterly and Northerly along the arc of said curve 175.23
feet through a central angle of 2119 00  (the long chord bears North 0942 06
West, 174.22 feet); thence North 0057 24  East, 74.53 feet; thence North
3027 20  East, 40.73 feet to a point on the East line of said Lot 1; thence
along said East line South 5932 40  East, 108.50 feet to the beginning of a
tangent 150.00 foot radius curve to the left; thence along the arc of said curve
78.54 feet through a central angle of 3000 00  (the long chord bears South
7432 40  East, 77.65 feet); thence South 8932 40  East, 347.84 feet to an
angle corner in the East line of said Lot 1; thence along the East line of said
Lot 1 the following courses to wit:

South 0005 07  West, 50.00 feet;

North 8947 09  West, 117.53 feet;

North 0014 35  East, 4.03 feet;

North 8932 40  West, 256.82 feet;

South 0005 58  East, 118.01 feet;

 

 







 

 

North 6210 00  East, 10.26 feet;

South 8949 00  East, 5.82 feet;

South 6741 00  West, 162.52 feet;

South 2219 00  East, 20.00 feet;

North 6741 00  East, 158.54 feet;

South 8949 00  East, 584.97 feet to a point on a non-tangent 298.10 foot
radius curve to the right, a radial line bears North 5031 54  East to said
point; thence Southeasterly along the arc of said curve 3.10 feet through a
central angle of 0035 42  (the long chord bears South 3910 09  East, 3.10
feet); thence South 5107 37  West, 25.00 feet to a point on the arc of a
non-tangent 273.10 foot radius curve to the right, a radial line bears North
5107 42  East to said point; thence Southeasterly along the arc of said curve
46.11 feet through a central angle of 0940 25  (the long chord bears South
3402 05  East, 46.05 feet); thence South 2911 53  East, 314.62 feet; thence
North 6048 07  East, 55.00 feet; thence South 2911 53  East, 117.88 feet to
the beginning of a tangent 544.93 foot radius curve to the right; thence along
the arc of said curve 60.94 feet through a central angle of 0624 27  (the long
chord bears South 2559 39  East, 90.91 feet); thence South 2247 26  East,
331.92 feet to the Southeast corner of said Lot 1; thence along the South line
of said Lot 1 South 6151 50  West, 269.91 feet to the beginning of a tangent
485.00 foot radius curve to the right; thence along the arc of said curve 239.16
feet through a central angle of 2815 10  (the long chord bears South 7559 25
West, 236.74 feet); thence North 8953 00  West, 1166.33 feet to the point of
beginning.

Lot 2

(PART OF LOT 2, BIP)

A
tract of land being a portion of Lot 2 and a portion of Lot 1, BURGARD
INDUSTRIAL PARK, a duly recorded subdivision in the Southwest 1/4 and Southeast
1/4 of Section 35, Township 2 North, Range 1 West of the Willamette Meridian,
City of Portland, County of Multnomah and State of Oregon, being more
particularly described as follows:

Beginning at the Northeast corner of said Lot 2, BURGARD INDUSTRIAL PARK;
thence along the North line of said Lot 2 South 8846 12  West, 510.66 feet to
the beginning of a tangent 90.00 foot radius curve to the left; thence leaving
the North line of said Lot 2 and along the arc of said curve 91.68 feet through
a central angle of 5822 06  (the long chord bears South 5935 09  West, 87.77
feet); thence South 3024 06  West, 143.18 feet to the beginning of a tangent
100.00 foot radius curve to the right; thence along the arc of said curve 59.05
feet through a central angle of 3349 49  (the long chord bears South 4719 01
West, 58.19 feet) to a point on the most Northerly South line of said Lot 2;
thence along last said line South 8955 04  East, 71.46 feet to an angle corner
in the West line of said Lot 2; thence along said West line South 0004 56
West, 623.63 feet to the Southwest corner of said Lot 2; thence along the South
line thereof North 8701 13  East, 509.64 feet; thence North 6341 39  East,
26.32 feet; thence North 3101 39  East, 28.39 feet to an angle corner in the
West line of said Lot 1; thence along said West line South 5858 21  East, 28.50
feet; thence South 3101 39  West, 34.33 feet to the beginning of a non-tangent
337.50 foot radius curve to the right, a radial line bears North 1514 39  East
to said point; thence Southeasterly along the arc of said curve 97.19 feet
through a central angle of 1630 00  (the long chord bears South 6630 21  East,
96.86 feet); thence South 5815 21  East, 38.59 feet to the beginning of a
tangent 250.00 foot radius curve to the right; thence along the arc of said
curve 119.99 feet through a central angle of 2730 00  (the long chord bears
South 4430 21  East, 118.84 feet); thence South 3045 21  East, 35.58 feet;
thence South 2618 21  East, 296.70 feet; thence leaving said West line of said
Lot 1 North 6341 39  East, 34.72 feet to a point on the arc of a non-tangent
471.00 foot radius curve to the right, a radial line bears South 6938 24  West
to said point; thence Northwesterly and Northerly along the arc of said curve
175.23 feet through a central angle of 2119 00  (the long chord bears North
0942 06  West, 174.22 feet); thence North 0057 24  East, 74.53 feet; thence
North 3027 20  East, 40.73 feet to a point on the East line of said Lot 1;
thence along said East line North 5932 40  West, 224.56 feet to an angle corner
therein; thence North 3802 00  West, 149.18 feet to the Southeast corner of
said Lot 2; thence along the East line of said Lot 2 North 0113 48  West,
736.01 feet to the point of beginning.

Containing therein 13.033 acres, more or less.

 

 







 

 

Lot 3

(PART OF LOT 3, BIP)

A
tract of land being a portion of Lot 3 and a portion of Tract  A , BURGARD
INDUSTRIAL PARK, a duly recorded subdivision in Section 35, Township 2 North,
Range 1 West of the Willamette Meridian, City of Portland, County of Multnomah
and State of Oregon, being more particularly described as follows:

Beginning at the Northwest corner of said Lot 3; thence along the North
line thereof South 8038 34  East, 282.88 feet to the beginning of a non-tangent
420.00 foot radius curve to the right, a radial line bears North 3815 50  East
to said point; thence Southeasterly and Southerly along the arc of said curve
379.69 feet through a central angle of 5147 49  (the long chord bears South
2550 16  East, 366.89 feet) to a point on the East line of said Lot 3; thence
along said East line South 0003 39  West, 333.34 feet to an angle point
therein; thence South 8846 12  West, 18.11 feet to an angle point therein;
thence along the East line of said Lot 3 South 0100 48  East, 37.64 feet to the
beginning of a non-tangent 529.00 foot radius curve to the right; thence along
the arc of said curve 132.91 feet through a central angle of 1423 44  (the long
chord bears South 0715 31  West, 132.56 feet); thence South 1409 54  West,
98.26 feet to the beginning of a non-tangent 348.50 foot radius curve to the
left; thence along the arc of said curve 294.51 feet through a central angle of
4825 11  (the long chord bears South 0945 12  East, 285.83 feet); thence South
3231 53  East, 3.11 feet; thence leaving the East line of said Lot 3 North
9000 00  West, 162.76 feet; thence North 6646 00  West, 293.17 feet to a point
in the West line of said Tract  A  thence along said West line North 0004 56
East, 10.93 feet to the Southwest corner of said Lot 3; thence along the West
line thereof North 0004 56  East, 1132.09 feet to the point of
beginning.

Containing therein 11.123 acres, more or less.

Lots 4, 5, 6, 7, 8 and Tract C

Lots 4, 5, 6, 7, 8 and Tract  C , BURGARD INDUSTRIAL PARK, a duly
recorded subdivision in Section 35, Township 2 North, Range 1 West of the
Willamette Meridian, City of Portland, County of Multnomah and State of
Oregon.

Containing therein 11.9422 acres, more or less.

Lot 11

A
tract of land in Section 35, Township 2 North, Range 1 West of the Willamette
Meridian, in the City of Portland, County of Multnomah and State of Oregon,
being more particularly described as follows:

Commencing at the point of intersection of the Easterly Harbor Line of
the Willamette River as established by U.S. Army Corps of Engineers, February 9,
1968, with the Westerly extension of the South line of said Section 35; thence
North 2353'30" West along said Easterly Harbor Line, 2001.45 feet; thence North
2339'54" West along said Easterly Harbor Line, 362.89 feet; thence leaving said
Harbor Line South 8955 04  East, 334.00 feet, more or less, to a point on the
line of Ordinary Low Water of the Willamette River, said point being the True
Point of Beginning of the tract of land herein described; thence continuing
South 8955'04" East, 587.06 feet; thence North 0006'41" East, 78.64 feet to
the Southwest corner of that certain tract conveyed to Container Corporation
recorded July 1, 1950 in Book 1408, Page 125, Multnomah County Deed Records;
thence along the West line thereof North 0006 41  East, 373.53 feet to a point
on the South line of that certain tract conveyed to Bell Oil Terminal Co.
recorded October 9, 1953, in Book 1625, Page 494, said Deed Records; thence
along the South line thereof North 8955'04" West, 355.36 feet; thence along the
West line of said Bell Oil Terminal tract the following courses: North 0002'56"
East, 188.56 feet; thence North 8955'04" West, 26.10 feet; thence North
0002'56" East, 229.39 feet to the Northwest corner of said Bell Oil Terminal
tract, said point being on a line drawn South 8955'04" East from the most
Southerly corner of the tract conveyed to Northwest Terminal Co. recorded
December 11, 1943 in Book 800, Page 240, said Deed Records; thence North
8955 04" West, 673.37 feet more or less, to a point on the line of Ordinary Low
Water of the Willamette River; thence along said line of Ordinary Low Water
South 2632 06  East, 117.25 feet; thence South 0940 53  East, 62.95 feet;
thence South 1440 37  East, 80.71 feet; thence South 0944 02  East, 100.86
feet; thence South 2131 49  East, 218.15 feet; thence South 4306 21  East,
197.65 feet; thence South 3906 11  East, 102.02 feet; thence South 3428 10
East, 88.36 feet; thence South 5331 18  East, 45.51 feet to the True Point of
Beginning.

Containing therein 13.966 acres, more or less

 

 







 

 

Lot 13

A
tract of land in Section 35, Township 2 North, Range 1 West of the Willamette
Meridian, in the City of Portland, County of Multnomah and State of Oregon,
being more particularly described as follows:

Commencing at the point of intersection of the Easterly Harbor Line of
the Willamette River as established by U.S. Army Corps of Engineers, February 9,
1968, with the Westerly extension of the South line of said Section 35; thence
North 2353'30" West along said Easterly Harbor Line, 2001.45 feet; thence North
2339'54" West along said Easterly Harbor Line, 362.89 feet; thence leaving said
Harbor Line South 8955'04" East, 921.06 feet; thence North 0006'41" East,
78.64 feet to the Southwest corner of that certain tract conveyed to Container
Corporation recorded July 1, 1950 in Book 1408, Page 125, Multnomah County Deed
Records; thence along the West line thereof North 0006 41  East, 313.53 feet to
the Northwest corner of said Container Corporation tract and the True Point of
Beginning of the herein described tract of land; thence continuing North
0006 41  East, 60.00 feet to a point on the South line of that certain tract
conveyed to Bell Oil Terminal Co. recorded October 9, 1953, in Book 1625, Page
494, said Deed Records; thence along the South line thereof South 8955'04"
East, 259.22 feet to the Southeast corner of said Bell Oil Terminal Co. tract;
thence on a Southerly extension of the East line of said Bell Oil Terminal tract
South 0002'56" West, 60.00 feet to the North line of said Container Corporation
tract; thence along said North line North 8955 04  West, 259.29 feet to the
True Point of Beginning.

Containing therein 0.357 acres, more or less.

Lot 14

A
tract of land in the West one-half of Section 35, Township 2 North, Range 1 West
of the Willamette Meridian, in the City of Portland, County of Multnomah and
State of Oregon, being more particularly described as follows:

Beginning at the Northeast corner of that certain tract of land conveyed
to Bell Oil Terminal Co. recorded February 1, 1955 in Book 1703 Page 450,
Multnomah County Deed Records, said corner bears North 1236 16  West, 2981.27
feet from the Southwest corner of the William Gatton D.L.C.; thence Easterly on
a line extending the Northerly line of said Book 1703, Page 450, South 8955 04
East, 896.35 feet to a point on the West line of Lot 3, BURGARD INDUSTRIAL PARK,
a duly recorded subdivision, last described point bears South 0004 56  West,
694.20 feet from the Northwest corner of said Lot 3; thence along said West line
of Lot 3 and West line of Tract A South 0004 56  West, 477.89 feet; thence
North 8955 04  West, 80.16 feet to the most Northerly Northeast corner of that
certain tract of land conveyed to Container Corp. recorded June 1, 1950 in Book
1408, Page 125, said Deed Records; thence along the North line thereof North
8955 04  West, 815.91 feet to a point of intersection with the Southerly
extension of the East line of said Bell Oil Terminal Co. tract; thence North
0002 56  East along said Southerly extension and East line of the Bell Oil
Terminal Co. Tract, 477.89 feet to the point of beginning.

Containing therein 9.832 acres, more or less.

Lot 16

A
tract of land being a portion of those lands described in Book 883, Page 784
recorded September 22, 1972, Multnomah County Deed Records, in Section 35,
Township 2 North, Range 1 West of the Willamette Meridian, in the City of
Portland, County of Multnomah and State of Oregon, being more particularly
described as follows:

Beginning at the Southeast corner of that tract of land conveyed to
Container Corporation of America recorded October 5, 1975, in Book 1066, Page
548, said Deed Records, said corner bears North 0004 56  East, 40.00 feet from
an angle corner in the West line of Lot 2, BURGARD INDUSTRIAL PARK, a duly
recorded subdivision; thence along said West line of Lot 2 South 0004 56  West,
40.00 feet; thence South 8955 04  East, 115.06 feet; thence South 0004 56
West, 196.53 feet; thence leaving said West line North 9000 00  West, 2069.30
feet, more or less, to the line of Ordinary Low Water of the Willamette River;
thence along said line of Ordinary Low Water North 1232 11  West, 164.84 feet
to the South line of those lands described in Book 883, Page 784, said Deed
Records; thence along the South line thereof South 8955 04  East, 587.06 feet;
thence North 0006 41  East, 78.64 feet to the Southwest corner of said
Container Corporation of America tract; thence along the South line thereof
South 8955 04  East, 1403.15 feet to the point of beginning.

EXCEPTING THEREFROM Ownership of the State of Oregon in and to that
portion of the premises herein described lying below the line of Ordinary Low
Water of the Willamette River.

 

 







 

 

Containing therein 10.273 acres, more or less.

Lot 17

A
tract of land being a portion of those lands conveyed to Schnitzer Investment
Corp. recorded September 22, 1972, in Book 883, Page 784, Multnomah County Deed
Records, and Lot 1, BURGARD INDUSTRIAL PARK, a duly recorded subdivision in
Section 35, Township 2 North, Range 1 West of the Willamette Meridian, in the
City of Portland, County of Multnomah and State of Oregon, described as
follows:

Commencing at the intersection of the Westerly extension of the South
line of said Section 35 with the Easterly Harborline of the Willamette River;
thence along said Harborline North 2553 30  West, 253.93 feet to the True Point
of Beginning of the herein described tract of land; thence South 8808 52  East,
1388.01 feet; thence parallel with the South line of said Section 35 South
8953 00  East, 1904.74 feet; thence North 6151 50  East, 396.75 feet to a
point on the Westerly right of way line of N. Burgard Road, 60.00 feet wide;
thence along said Westerly right of way line North 2247 26  West, 30.13 feet to
the Southeast corner of said Lot 1, BURGARD INDUSTRIAL PARK; thence continuing
along said Westerly right of way line North 2247 26  West, 58.26 feet; thence
leaving said Westerly right of way line South 6548 00  West, 223.00 feet;
thence South 7225 00  West, 190.41 feet; thence North 8953 00  West, 255.00
feet; thence South 8248 21  West, 357.00 feet to a point on the arc of a
non-tangent 433.00 foot radius curve to the left, a radial line bears South
1719 27  East to said point; thence Southwesterly and Westerly along the arc of
said curve 131.81 feet through a central angle of 1726 27  (the long chord
bears South 8123 46  West, 131.30 feet); thence North 8953 00  West, 321.47
feet to the beginning of a tangent 503.40 foot radius curve to the right; thence
along the arc of said curve 169.19 feet through a central angle of 1915 25
(the long chord bears North 8015 17  West, 168.40 feet) to the most Northerly
Southwest corner of said Lot 1, said corner being coincident with the most
Southerly corner of the Northwest Pipe Co. tract described in Recorder s Fee No.
98090513, said Deed Records, said corner also being on the arc of a tangent
332.50 foot radius compound curve to the right; thence along the Westerly line
of said Northwest Pipe Co. tract and along the arc of said curve 151.00 feet
through a central angle of 2601 12  (the long chord bears North 5736 59  West,
149.71 feet) to the beginning of a tangent 286.00 foot radius compound curve to
the right; thence along the arc of said curve 91.35 feet through a central angle
of 1818 02  (the long chord bears North 3527 22  West, 90.96 feet); thence
North 2618 21  West, 1240.30 feet to the Northwest corner of said Northwest
Pipe Co. tract; thence along the North line thereof North 8701 13  East, 262.63
feet to the Southwest corner of Lot 2, BURGARD INDUSTRIAL PARK; thence along
said West line North 0004 56  East, 427.10 feet; thence leaving the West line
of said Lot 2 North 9000 00  West, 2368.36 feet to a point on the Harborline on
the Easterly side of the Willamette River; thence along said Harborline South
2339 54  East, 186.68 feet to Harborline Point #17; thence South 2553 30
East, 1747.52 feet to the True Point of Beginning.



 

 







 

 

Schedule 2

Description of the SSI Property

March 31, 2005

Job No. 05-3788

NEW TRACT  A , BIP

An
undivided 25% interest in the hereinafter described tract of land, said tract
being a portion of Tract  A , Lot 2 and Lot 3, Burgard Industrial Park, a duly
recorded subdivision in Section 35, Township 2 North, Range 1 West of the
Willamette Meridian, City of Portland, County of Multnomah and State of Oregon,
being more particularly described as follows:

Beginning at the Northeast corner of said Tract  A  thence along the East
line thereof South 1729 34  East, 62.50 feet to the Southeast corner of said
Tract  A  thence along the South line thereof South 8846 12  West, 1563.75 feet
to the beginning of a tangent 90.00 foot radius curve to the left; thence
leaving the North line of said Lot 2 and along the arc of said curve 91.68 feet
through a central angle of 5822 06  (the long chord bears South 5935 09  West,
87.77 feet); thence South 3024 06  West, 143.18 feet to the beginning of a
tangent 100.00 foot radius curve to the right; thence along the arc of said
curve 59.05 feet through a central angle of 3349 49  (the long chord bears
South 4719 01  West, 58.19 feet) to a point on the most Northerly South line of
said Lot 2; thence along last said line North 8955 04  West, 43.60 feet to an
angle corner in the West line of said Lot 2; thence along said West line North
0004 56  East, 201.97 feet to an angle point therein; thence North 6506 14
West, 361.13 feet; thence South 8955 04  East, 80.16 feet; thence North
0004 56  East, 29.07 feet; thence South 6646 00  East, 293.17 feet; thence
North 9000 00  East, 162.76 feet to the West line of Lot 4, Burgard Industrial
Park; thence along said West line South 3231 53  East, 19.14 feet to a point on
the arc of a non-tangent 140.00 foot radius curve to the right, a radial line
bears North 1704 11  West to said point; thence along the arc of said curve
38.70 feet through a central angle of 1550 23  (the long chord bears North
8051 01  East, 38.58 feet); thence North 0113 48  West, 10.00 feet; thence
North 8846 12  East, 1546.25 feet to the point of beginning.

Containing therein 2.560 acres, more or less.

Lot 2

(PART OF LOT 2, BIP)

A
tract of land being a portion of Lot 2 and a portion of Lot 1, BURGARD
INDUSTRIAL PARK, a duly recorded subdivision in the Southwest 1/4 and Southeast
1/4 of Section 35, Township 2 North, Range 1 West of the Willamette Meridian,
City of Portland, County of Multnomah and State of Oregon, being more
particularly described as follows:

Beginning at the Northeast corner of said Lot 2, BURGARD INDUSTRIAL PARK;
thence along the North line of said Lot 2 South 8846 12  West, 510.66 feet to
the beginning of a tangent 90.00 foot radius curve to the left; thence leaving
the North line of said Lot 2 and along the arc of said curve 91.68 feet through
a central angle of 5822 06  (the long chord bears South 5935 09  West, 87.77
feet); thence South 3024 06  West, 143.18 feet to the beginning of a tangent
100.00 foot radius curve to the right; thence along the arc of said curve 59.05
feet through a central angle of 3349 49  (the long chord bears South 4719 01
West, 58.19 feet) to a point on the most Northerly South line of said Lot 2;
thence along last said line South 8955 04  East, 71.46 feet to an angle corner
in the West line of said Lot 2; thence along said West line South 0004 56
West, 623.63 feet to the Southwest corner of said Lot 2; thence along the South
line thereof North 8701 13  East, 509.64 feet; thence North 6341 39  East,
26.32 feet; thence North 3101 39  East, 28.39 feet to an angle corner in the
West line of said Lot 1; thence along said West line South 5858 21  East, 28.50
feet; thence South 3101 39  West, 34.33 feet to the beginning of a non-tangent
337.50 foot radius curve to the right, a radial line bears North 1514 39  East
to said point; thence Southeasterly along the arc of said curve 97.19 feet
through a central angle of 1630 00  (the long chord bears South 6630 21  East,
96.86 feet); thence South 5815 21  East, 38.59 feet to the beginning of a
tangent 250.00 foot radius curve to the right; thence along the arc of said
curve 119.99 feet through a central angle of 2730 00  (the long chord bears
South 4430 21  East, 118.84 feet); thence South 3045 21  East, 35.58 feet;
thence South 2618 21  East, 296.70 feet; thence leaving said West line of said
Lot 1 North 6341 39  East, 34.72 feet to a point on the arc of a non-tangent
471.00 foot radius curve to the right, a radial line bears South 6938 24  West
to said 

 

 







 

point; thence Northwesterly and Northerly along the arc of said curve
175.23 feet through a central angle of 2119 00  (the long chord bears North
0942 06  West, 174.22 feet); thence North 0057 24  East, 74.53 feet; thence
North 3027 20  East, 40.73 feet to a point on the East line of said Lot 1;
thence along said East line North 5932 40  West, 224.56 feet to an angle corner
therein; thence North 3802 00  West, 149.18 feet to the Southeast corner of
said Lot 2; thence along the East line of said Lot 2 North 0113 48  West,
736.01 feet to the point of beginning.

Containing therein 13.033 acres, more or less.

Lot 17

A
tract of land being a portion of those lands conveyed to Schnitzer Investment
Corp. recorded September 22, 1972, in Book 883, Page 784, Multnomah County Deed
Records, and Lot 1, BURGARD INDUSTRIAL PARK, a duly recorded subdivision in
Section 35, Township 2 North, Range 1 West of the Willamette Meridian, in the
City of Portland, County of Multnomah and State of Oregon, described as
follows:

Commencing at the intersection of the Westerly extension of the South
line of said Section 35 with the Easterly Harborline of the Willamette River;
thence along said Harborline North 2553 30  West, 253.93 feet to the True Point
of Beginning of the herein described tract of land; thence South 8808 52  East,
1388.01 feet; thence parallel with the South line of said Section 35 South
8953 00  East, 1904.74 feet; thence North 6151 50  East, 396.75 feet to a
point on the Westerly right of way line of N. Burgard Road, 60.00 feet wide;
thence along said Westerly right of way line North 2247 26  West, 30.13 feet to
the Southeast corner of said Lot 1, BURGARD INDUSTRIAL PARK; thence continuing
along said Westerly right of way line North 2247 26  West, 58.26 feet; thence
leaving said Westerly right of way line South 6548 00  West, 223.00 feet;
thence South 7225 00  West, 190.41 feet; thence North 8953 00  West, 255.00
feet; thence South 8248 21  West, 357.00 feet to a point on the arc of a
non-tangent 433.00 foot radius curve to the left, a radial line bears South
1719 27  East to said point; thence Southwesterly and Westerly along the arc of
said curve 131.81 feet through a central angle of 1726 27  (the long chord
bears South 8123 46  West, 131.30 feet); thence North 8953 00  West, 321.47
feet to the beginning of a tangent 503.40 foot radius curve to the right; thence
along the arc of said curve 169.19 feet through a central angle of 1915 25
(the long chord bears North 8015 17  West, 168.40 feet) to the most Northerly
Southwest corner of said Lot 1, said corner being coincident with the most
Southerly corner of the Northwest Pipe Co. tract described in Recorder s Fee No.
98090513, said Deed Records, said corner also being on the arc of a tangent
332.50 foot radius compound curve to the right; thence along the Westerly line
of said Northwest Pipe Co. tract and along the arc of said curve 151.00 feet
through a central angle of 2601 12  (the long chord bears North 5736 59  West,
149.71 feet) to the beginning of a tangent 286.00 foot radius compound curve to
the right; thence along the arc of said curve 91.35 feet through a central angle
of 1818 02  (the long chord bears North 3527 22  West, 90.96 feet); thence
North 2618 21  West, 1240.30 feet to the Northwest corner of said Northwest
Pipe Co. tract; thence along the North line thereof North 8701 13  East, 262.63
feet to the Southwest corner of Lot 2, BURGARD INDUSTRIAL PARK; thence along
said West line North 0004 56  East, 427.10 feet; thence leaving the West line
of said Lot 2 North 9000 00  West, 2368.36 feet to a point on the Harborline on
the Easterly side of the Willamette River; thence along said Harborline South
2339 54  East, 186.68 feet to Harborline Point #17; thence South 2553 30
East, 1747.52 feet to the True Point of Beginning.



 

 







 

 

Schedule 3

Description of the Northern Rail Line

Lot 3

(PART OF LOT 3, BIP)

A
tract of land being a portion of Lot 3 and a portion of Tract  A , BURGARD
INDUSTRIAL PARK, a duly recorded subdivision in Section 35, Township 2 North,
Range 1 West of the Willamette Meridian, City of Portland, County of Multnomah
and State of Oregon, being more particularly described as follows:

Beginning at the Northwest corner of said Lot 3; thence along the North
line thereof South 8038 34  East, 282.88 feet to the beginning of a non-tangent
420.00 foot radius curve to the right, a radial line bears North 3815 50  East
to said point; thence Southeasterly and Southerly along the arc of said curve
379.69 feet through a central angle of 5147 49  (the long chord bears South
2550 16  East, 366.89 feet) to a point on the East line of said Lot 3; thence
along said East line South 0003 39  West, 333.34 feet to an angle point
therein; thence South 8846 12  West, 18.11 feet to an angle point therein;
thence along the East line of said Lot 3 South 0100 48  East, 37.64 feet to the
beginning of a non-tangent 529.00 foot radius curve to the right; thence along
the arc of said curve 132.91 feet through a central angle of 1423 44  (the long
chord bears South 0715 31  West, 132.56 feet); thence South 1409 54  West,
98.26 feet to the beginning of a non-tangent 348.50 foot radius curve to the
left; thence along the arc of said curve 294.51 feet through a central angle of
4825 11  (the long chord bears South 0945 12  East, 285.83 feet); thence South
3231 53  East, 3.11 feet; thence leaving the East line of said Lot 3 North
9000 00  West, 162.76 feet; thence North 6646 00  West, 293.17 feet to a point
in the West line of said Tract  A  thence along said West line North 0004 56
East, 10.93 feet to the Southwest corner of said Lot 3; thence along the West
line thereof North 0004 56  East, 1132.09 feet to the point of
beginning.

Containing therein 11.123 acres, more or less.

Tract B, BURGARD INDUSTRIAL PARK, in the City of Portland, County of
Multnomah, State of Oregon



 

 







 

 

PARCEL I

A
parcel of land situated North of the William Gatton Donation Land Claim, in the
Northwest one quarter of Section 35, Township 2 North, Range 1 West of the
Willamette Meridian, in the County of Multnomah and State of Oregon. Said parcel
of land being more particularly described as follows:

Beginning at the southeast corner of that parcel of land deeded to the
Schnitzer Investment Corporation and recorded in book 933, Page 1902, Records of
Deeds, Multnomah County, Oregon, said point being East a distance of 825.84 feet
and North a distance of 2905.09 feet from the Southwest corner of said William
Gatton D.L.C; thence North 0007'45" East along the Easterly line of said
Schnitzer property a distance of 674.14 feet to the Northeast corner of said
Schnitzer property; thence North 8032'45" West along the Northerly line of said
Schnitzer property and said Northerly line extended Westerly a distance of
1231.87 feet to a point of curve; thence along a 448.37 foot radius curve to the
right through a central angle of 5607'28" an arc distance of 439.20 feet (the
long chord of said curve bears North 5229'00" West a distance of 421.85 feet to
the true point of beginning of the parcel of land herein described.

thence South 6534'43" West a distance of 40.00 feet; thence North
8600'25" West a distance of 30.00 feet; thence along a 462.50 foot radius curve
to the left through a central angle of 1408'46" an arc distance of 114.19 feet
(the long chord of said curve bears North 0304'48" Vest a distance of 113.90
feet) to a point of reverse curve; thence along a 488.37 foot radius curve to
the right through a central angle of 1011'27" an arc distance of 86.86 feet
(the long chord of which bears North 0503'28" West a distance of 86.75 feet);
thence North 0002'15" East a distance of 252.63 feet to a point that bears
south 8957'45" East a distance of 8.00 feet from a 5/8-inch iron rod marking the Southeast corner of that
parcel of land leased to Waterways Terminal Company by the Port of Portland;
thence South 8957'45" East a distance of 18.00 feet; thence South 0002'15"
West a distance of 14.35 feet to a point of curve; thence along a 371.77 foot
radius curve to the left through a central angle of 1940'37" an arc distance of
128.54 feet (the long chord of said curve bears South 0952'02  West a distance
of 127.90 feet); thence South 0002'15" West a distance of 112.29 feet to a
point of curve; thence along a 448.37 foot radius curve to the left through a
central angle of 2427'32" an arc distance of 191.40 feet (the long chord of
said curve bears South 1211'31" East a distance of 189.95 feet) to the True
Point of Beginning.

A
description of a parcel of land situated partially in the William Gatton
Donation Land Claim, in the Northwest one quarter of Section 35, Township 2
North, Range 1 West of the Willamette Meridian, in the City of Portland, County
of Multnomah and State of Oregon. Said parcel of land being more particularly
described as follows:

Beginning at the Southeast corner of that parcel of land deeded to the
Schnitzer Investment Corporation and recorded in Book 933, Page 1902, Records of
Deeds, Multnomah County, Oregon, said point being East a distance of 825.84 feet
and North a distance of 2905.09 feet from the Southwest corner of said William
Gatton D.L.C; thence North 0007'45" East along the Easterly line of said
Schnitzer property a distance of 674.14 feet to the Northeast corner of said
Schnitzer property; thence North 8032'45" West along the Northerly line of said
Schnitzer property and said Northerly line extended Westerly a distance of
976.78 feet to a point of curve; thence along a 182.50 foot radius curve to the
left through a central angle of 0935'15", an arc distance of 30.54 feet (the
long chord of said curve bears North 8520'23  West a distance of 30.50 feet);
thence South 8952'00" West a distance of 224.86 feet to the True Point of
Beginning of the parcel of land herein described; thence continuing South
8952'00" West a distance of 480.72 feet; thence Northeasterly along a 492.50
foot radius curve to the left through a central angle of 3552 42" an arc distance of 308.40 feet (the long
chord of said curve bears North 2155'56" East a distance of 303.39 feet);
thence Southeasterly along a 488.37 foot radius curve to the left through a
central angle of 5607'28" an arc distance of 478.39 feet (the long chord of
said curve bears North 5229'00" East a distance of 459.49 feet); thence South
8032'45" East a distance of 2.98 feet to the True Point of
Beginning.

A
parcel of land situated partially in the William Gatton Donation Land Claim, in
the Northwest one quarter of Section 35, Township 2 North, Range 1 West of the Willamette Meridian, in the
County of Multnomah and State of Oregon. Said parcel of land being more
particularly described as follows:

Beginning at the Southeast corner of that parcel of land deeded to the
Schnitzer Investment Corporation and recorded in Book 933, Page 1902, Records of
Deeds, Multnomah County, Oregon, said point being East a distance of 825.84 feet
and North a distance of 2905.09 feet from the Southwest corner of said William
Gatton D.L.C; thence North 0007'45" East along the Easterly line of said
Schnitzer property a distance of 674.14 feet to the Northeast corner of said
Schnitzer property; thence North 8032'45" West along the Northerly line of said
Schnitzer property 

 

 







 

and said Northerly line extended Westerly a distance of 976.78 feet to a
point of curve and the true point of beginning of the parcel of land herein
described.

Thence along a 182.50 foot radius curve to the left through a central
angle of 0935'15" an arc distance of 30.54 feet (the long chord of said curve
bears North 8520'23" West a distance of 30.50 feet); thence South 8952'00"
West a distance of 224.86 feet; thence North 8032'45" West a distance of 2.98
feet to a point of curve; thence along a 488.37 foot radius curve to the right
through a central angle of 5607'28" an arc distance of 478.39 feet (the long
chord of said curve bears North 5229'00" West a distance of 459.49 feet);
thence North 6534'43" East a distance of 40.00 feet; thence Southeasterly along
a 448.37 foot radius curve to the left through a central angle of 5607'28" East
an arc distance of 439.20 feet (the long chord of said curve bears South
5229'00" East a distance of 421.85 feet); thence South 8032'45" East a
distance of 255.09 feet to the true point of beginning.

EASEMENT

PARCEL I:

The following described property in Section 35, Township 2 North, Range 1
West of the Willamette Meridian, in the City of Portland, County of Multnomah
and State of Oregon:

Beginning at a point in Section 35, Township 2 North of Range 1 West of
the Willamette Meridian, at the Southwest corner of the William Gatton Donation
Land Claim; thence North 5929'35" East 570.52 feet; thence North 03'3" East
1826.10 feet; thence North 8956'57" West 1403.15 feet to a boat spike in
pavement; thence North 04'48" East, 313.53 feet to a galvanized spike in
pavement, being the Northwest corner of the tract of land conveyed to the
California Container Corporation, a Delaware corporation by Deed recorded June
1, 1950 in PS Deed Book 1408 at Page 125; thence North 6733'18" East 213.99
feet to a nail in the center of spur track; thence due South 21.5 feet to a
spike in pavement; thence due North 417.75 feet to a point which is the true
point of beginning; thence North 8952'15" West, 579.18 feet to a point; thence
South 229.81 feet to a spike in the North line of the tract leased to American
Chemical Corporation, a Delaware corporation, by instrument recorded March 11,
1952 in PS Deed Book 1525 at Page 482; thence South 8921' East 26.10 feet along
said North line to an iron bar which is the Northeast corner of said leased
tract; thence South 039' West 188.56 feet to an iron pipe; thence South 8958'
East 614.58 feet; thence due North 417.75 feet; thence North 8952'15" West 61.5
feet to the true point of beginning.

EXCEPT all minerals and all mineral rights in said property, which said
rights were retained by the State of Oregon in Deed recorded June 28, 1967, Book
568, Page 1121.

TOGETHER WITH an easement for ingress and egress to and from said parcel
as created in that certain Warranty Deed to Bell Oil Terminal Co. recorded
October 9, 1953, Book 1625, Page 497.

EASEMENT

PARCEL II:

The following described property in Section 35, Township 2 North, Range 1
West of the Willamette Meridian, in the City of Portland, County of Multnomah
and State of Oregon:

Beginning at the Southwesterly corner of a tract of land conveyed to
Northwest Terminal Co. by Deed recorded December 11, 1943 in Book 800 at Page
240 of Deed Records; thence South 8952'15" East a distance of 2505.35 feet to
the Southwest corner of a tract of land conveyed to Consolidated Freightway
Corporation by Deed recorded July 9, 1968 in Book 628 at Page 1427 of Deed
Records; thence North 007'45" East along the Westerly line of the Consolidated
Freightways Tract 770.71 feet to the Southerly line of a 35 foot easement
described in Deed recorded December 11, 1943 in Book 800 at Page 240 of Deed
Records; thence North 8035'45" West along said Southerly boundary 384.04 feet
to the point of beginning of a curve left; thence along said curve left, the
radius of which is 182.50 feet, an arc distance of 30.54 feet, to the end of
said curve; thence South 8949' West along said Southerly line 1112.53 feet to
the point of intersection with the Easterly line of said tract of land described
in Deed recorded December 11, 1943 in Book 800 at Page 240; thence North
007'45" East 35 feet to the intersection with the Southerly line of the parcel
of land conveyed by the William Gatton Estate Company and George G. Gatton to
Portland General Electric Company by Deed dated February 7, 1941, recorded
February 11, 941 in Book 588, Page 515 of the Deed Records; thence South 8949'
West along the Southerly line of said tract so conveyed to Portland General
Electric Company 261.78 feet; thence South 5859'45  West 228.04 feet along the
Southeasterly boundary of said tract so

 

 







 

 

conveyed to Portland General Electric Company; thence North 2617'40"
West 50.17 feet along the Southwesterly boundary of said tract so conveyed to
Portland General Electric Company; thence South 5859'45" West 804.77 feet along
the Southeasterly boundary of the strip of land 150 feet wide occupied by
Bonneville Power Administration to the Harbor Line of the Willamette River;
thence South 2617'40" East along said Harbor Line, a distance of 416.30 feet to
the point of beginning.

EXCEPTING THEREFROM the ownership of the State of Oregon in that portion
lying below the line of mean high water.

EXCEPT all minerals and all mineral rights in said property, which said
rights were retained by the State of Oregon in Deed recorded June 28, 1967, Book
568, Page 1121.

TOGETHER WITH an easement for road purposes as created in Bargain and
Sale Deed recorded December 11, 1943, Book 800, Page 218.

ALSO TOGETHER WITH an easement for road purposes as created in Deed
recorded December 11, 1943, Book 800, Page 225.

ALSO TOGETHER WITH an easement for road purposes as created in Warranty
Deed recorded December 11, 1943, Book 800, Page 240.



 

 







 

 

Schedule 4

March 31, 2005

Job #05-3788

 

Lot 1

(PART OF LOT 1, BIP)

A
tract of land being a portion of Lot 1, BURGARD INDUSTRIAL PARK, a duly recorded
subdivision in the Southeast 1/4 of Section 35, Township 2 North, Range 1 West
of the Willamette Meridian, City of Portland, County of Multnomah and State of
Oregon, being more particularly described as follows:

Beginning at the Southwest corner of said Lot 1, BURGARD INDUSTRIAL PARK;
thence along the West line of said Lot 1 North 0007 00  East, 52.32 feet to an
angle corner therein; thence North 6555 19  East, 777.00 feet; thence North
2618 21  West, 603.43 feet; thence leaving said West line of said Lot 1 North
6341 39  East, 34.72 feet to a point on the arc of a non-tangent 471.00 foot
radius curve to the right, a radial line bears South 6938 24  West to said
point; thence Northwesterly and Northerly along the arc of said curve 175.23
feet through a central angle of 2119 00  (the long chord bears North 0942 06
West, 174.22 feet); thence North 0057 24  East, 74.53 feet; thence North
3027 20  East, 40.73 feet to a point on the East line of said Lot 1; thence
along said East line South 5932 40  East, 108.50 feet to the beginning of a
tangent 150.00 foot radius curve to the left; thence along the arc of said curve
78.54 feet through a central angle of 3000 00  (the long chord bears South
7432 40  East, 77.65 feet); thence South 8932 40  East, 347.84 feet to an
angle corner in the East line of said Lot 1; thence along the East line of said
Lot 1 the following courses to wit:

South 0005 07  West, 50.00 feet;

North 8947 09  West, 117.53 feet;

North 0014 35  East, 4.03 feet;

North 8932 40  West, 256.82 feet;

South 0005 58  East, 118.01 feet;

North 6210 00  East, 10.26 feet;

South 8949 00  East, 5.82 feet;

South 6741 00  West, 162.52 feet;

South 2219 00  East, 20.00 feet;

North 6741 00  East, 158.54 feet;

South 8949 00  East, 584.97 feet to a point on a non-tangent 298.10 foot
radius curve to the right, a radial line bears North 5031 54  East to said
point; thence Southeasterly along the arc of said curve 3.10 feet through a
central angle of 0035 42  (the long chord bears South 3910 09  East, 3.10
feet); thence South 5107 37  West, 25.00 feet to a point on the arc of a
non-tangent 273.10 foot radius curve to the right, a radial line bears North
5107 42  East to said point; thence Southeasterly along the arc of said curve
46.11 feet through a central angle of 0940 25  (the long chord bears South
3402 05  East, 46.05 feet); thence South 2911 53  East, 314.62 feet; thence
North 6048 07  East, 55.00 feet; thence South 2911 53  East, 117.88 feet to
the beginning of a tangent 544.93 foot radius curve to the right; thence along
the arc of said curve 60.94 feet through a central angle of 0624 27  (the long
chord bears South 2559 39  East, 90.91 feet); thence South 2247 26  East,
331.92 feet to the Southeast corner of said Lot 1; thence along the South line
of said Lot 1 South 6151 50  West, 269.91 feet to the beginning of a tangent
485.00 foot radius curve to the right; thence along the arc of said curve 239.16
feet through a central angle of 2815 10  (the long chord bears South 7559 25
West, 236.74 feet); thence North 8953 00  West, 1166.33 feet to the point of
beginning.



 

 







 

 

Schedule 5

Sketch of current railroad line configurations including map of Northern
Railroad Line and Lot 2 Railroad Line

 




 

 







 

 




 

 







 

 




 

 







 

 

Schedule 6

Description of NW Pipe Property

Northwest Pipe Legal

March 31, 2005

Job #05-3788

LOT 20

(NORTHWEST PIPE)

A
tract of land in the Southeast 1/4 of Section 35, Township 2 North, Range 1 West
of the Willamette Meridian, City of Portland, County of Multnomah and State of
Oregon, being more particularly described as follows:

Commencing at a point in the centerline of North Burgard Road, County
Road No. 1397-60, said point being Engineer s Station 13+52.53; thence North
8949 00  West, 471.91 feet to the True point of Beginning of the herein
described tract of land; thence continuing North 8949 00  West, 247.06 feet to
an angle corner in the East line of Lot 1, BURGARD INDUSTRIAL PARK, a duly
recorded subdivision; thence along said East line South 6210 00  West, 10.26
feet; thence North 0005 58  West, 118.01 feet; thence South 8932 40  East,
256.82 feet; thence leaving said East line South 0014 35  West, 111.97 feet to
the True Point of Beginning.

LOT 23

(NORTHWEST PIPE CO.)

A
tract of land being those lands described in Correction Deed to Northwest Pipe
Company by Warranty Deed, recorded as Recorder s Fee No. 98090513, Multnomah
County Deed Records, in the Southwest Quarter and the Southeast Quarter of
Section 35, Township 2 North, Range 1 West of the Willamette Meridian, City of
Portland, County of Multnomah and State of Oregon, being more particularly
described as follows:

Beginning at the Southwest corner of Lot 2, BURGARD INDUSTRIAL PARK, a
duly recorded subdivision, said corner being on the North line of those lands
described in Parcel 1, Recorder s Fee No. 98090513, said Deed Records; thence
along said North line South 8701 13  West, 262.63 feet; thence South 2618 21
East, 1240.30 feet to the beginning of a tangent 286.00 foot radius curve to the
left; thence along the arc of said curve 91.35 feet through a central angle of
1818 02  (the long chord bears South 3527 22  East, 90.96 feet) to the
beginning of a tangent 332.50 foot compound curve to the left; thence along the
arc of said curve 151.00 feet through a central angle of 2601 12  (the long
chord bears South 5736 59  East, 149.71 feet) to the most Northerly Southwest
corner of Lot 1, BURGARD INDUSTRIAL PARK; thence along the Northwesterly line of
said Lot 1 North 6555 19  East, 777.00 feet; thence North 2618 21  West,
900.13 feet; thence North 3045 21  West, 35.58 feet to the beginning of a
tangent 250.00 foot radius curve to the left; thence along the arc of said curve
119.99 feet through a central angle of 2730 00  (the long chord bears North
4430 21  West, 118.84 feet); thence North 5815 21  West, 38.59 feet to the
beginning of a tangent 337.50 foot curve to the left; thence along the arc of
said curve 97.19 feet through a central angle of 1630 00  (the long chord bears
North 6630 21  West, 96.86 feet); thence North 3101 39  East, 34.33 feet;
thence North 5858 21  West, 28.50 feet to the Northwest corner of Lot 1, said
Northwest corner being coincident with an angle point on the South Line of Lot
2, said BURGARD INDUSTRIAL PARK; thence along said South line South 3101 39
West, 28.39 feet; thence South 6341 39  West, 26.32 feet; thence South
8701 13  West, 509.64 feet to the point of beginning.



 

 







 

 

Schedule 7






 

 







 

 

Schedule 8

Description of Lot 1 Spur

LOT 1 SPUR EASEMENT

LEGAL DESCRIPTION:

A
tract of land for railroad easement purposes being a portion of Lot 1, BURGARD
INDUSTRIAL PARK, a duly recorded subdivision in the Southeast 1/4 of Section 35,
Township 2 North, Range 1 West of the Willamette Meridian, City of Portland,
County of Multnomah and State of Oregon, being more particularly described as
follows:

Commencing at the most Northerly corner of said Lot 1, BURGARD INDUSTRIAL
PARK; thence along the West line of said Lot 1 South 6616 29  West, 108.71 feet
to an angle corner in said West line; thence South 5858 21  East, 28.50 feet;
thence South 3101 39  West, 34.33 feet to the beginning of a non-tangent 337.50
foot radius curve to the right, a radial line bears North 1514 39  East to said
point; thence Southeasterly along the arc of said curve 97.19 feet through a
central angle of 1630 00  (the long chord bears South 6630 21  East, 96.86
feet); thence South 5815 21  East, 38.59 feet to the beginning of a tangent
250.00 foot radius curve to the right; thence along the arc of said curve 119.99
feet through a central angle of 2730 00  (the long chord bears South 4430 21
East, 118.84 feet); thence South 3045 21  East, 35.58 feet; thence South
2618 21  East, 296.70 feet; thence leaving said West line of said Lot 1 North
6341 39  East, 4.24 feet to the True Point of Beginning of the herein tract of
land; thence South 2615 13  East, 156.46 feet to the beginning of a tangent
337.00 foot radius curve to the left; thence along the arc of said curve 305.07
feet through a central angle of 5152 01  (the long chord bears South 5211 14
East, 294.76 feet); thence South 7807 15  East, 6.00 feet; thence North
1152 45  East, 23.00 feet; thence North 7807 15  West, 6.00 feet to the
beginning of a tangent 314.00 foot radius curve to the right; thence along the
arc of said curve 284.25 feet through a central angle of 5152 01  (the long
chord bears North 5211 14  West, 274.64 feet); thence North 2615 13  West,
108.12 feet to the beginning of a tangent 481.00 foot radius curve to the right;
thence along the arc of said curve 48.44 feet through a central angle of
0546 13  (the long chord bears North 2322 07  West, 48.42 feet); thence South
6341 39  West, 25.44 feet to the True Point of Beginning.

EXCEPTING therefrom that portion lying within the boundaries of any
public right of way.

 

 







 

 

EXHIBIT G

LEASE TERMINATION AGREEMENT

This Lease Termination Agreement ( Agreement ) is made this 4th day
of                                          
                                          
                                          
                                  May, 2005, by and between Schnitzer Investment Corp., an Oregon
corporation ( SIC ), and Schnitzer Steel Industries, Inc. ( SSI ). Capitalized
terms used herein without definition shall have the respective meanings set
forth in that certain Purchase and Sale Agreement between SSI and SIC dated May
4, 2005.

RECITALS

A.   SIC, as
landlord, and SSI, as tenant, are parties to that certain SSI International
Terminals Lease Agreement dated September 1, 1988, as amended by an Amendment to
Lease dated July 2, 1990, a Second Amendment to Lease dated October 28, 1994, a
Third Amendment to Lease dated February, 1998, a Fourth Amendment to Lease dated
July 1, 1998, a Fifth Amendment to Lease dated July 9, 2001, and a Sixth
Amendment to SSI International Terminals Lease Agreement dated August 7, 2003
(collectively, the  SSI Lease ).

B.   In connection
with SSI s purchase of the Property from SIC, SSI and SIC wish to terminate the
SSI Lease.

AGREEMENT

NOW, THEREFORE, in consideration of the mutual promises and covenants
hereinafter contained and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties agree as
follows:

1.      Termination of Lease. As of the date hereof, the
SSI Lease is terminated and SIC and SSI are fully and unconditionally released
and discharged from their respective obligations arising from or connected with
the provisions of the SSI Lease except for those obligations and duties set
forth in the SSI Lease that expressly survive the termination of the SSI Lease
to the extent provided for in Section 22.12 of the SSI Lease. Except as set
forth in this Section 1, this Agreement shall fully and finally settle all
demands, charges, claims, accounts, or causes of action of any nature,
including, without limitation, both known and unknown claims and causes of
action that arose out of or in connection with the SSI Lease, and it constitutes
a release of SSI and SIC with respect to the SSI Lease. This Agreement shall not
preclude either party from exercising any discovery rights it has against the
other party in connection with any civil litigation or arbitration proceedings
involving a third party, nor shall SIC be precluded from making any customary
adjustments to rent or other charges due from SSI under the SSI Lease and
accruing prior to the date hereof and SSI shall promptly pay any invoice
subsequently received from SIC therefor.


	
      2.
	
      Miscellaneous




2.1    The
covenants and conditions contained herein shall apply to, be binding upon, and
shall inure to the benefit of each of the parties hereto and their respective
successors in interest and assigns.

2.2    In the
event a suit, action, arbitration, or other proceeding of any nature whatsoever,
including, without limitation, any proceeding under the U.S. Bankruptcy Code, is
instituted, or the services of an attorney are retained, to interpret or enforce
any provision of this Agreement or with respect to any dispute relating to this
Agreement, the prevailing party shall be entitled to recover from the losing
party its reasonable attorneys , paralegals , accountants , and other experts
fees and all other fees, costs, and expenses actually incurred and reasonably
necessary in connection therewith. In the event of suit, action, arbitration, or
other proceeding, the amount thereof shall be determined by the judge or
arbitrator, shall include fees and expenses incurred on any appeal or review,
and shall be in addition to all other amounts provided by law.


	
      2.3
	
      This Agreement may be signed in
  counterparts.




IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement
on the day and year first above written.

 

 







 

 


	
      Assignor:
	
      Schnitzer Investment Corp., an Oregon
  corporation




By: ______________________________________

Title: _____________________________________


	
      Assignee:
	
      Schnitzer Steel Industries, Inc., an Oregon
    corporation




By: ______________________________________

Its: _______________________________________

 

 

 







 

 

EXHIBIT H

ASSIGNMENT OF PRIOR AGREEMENTS

AND INSURANCE PROCEEDS

This Assignment of Prior Agreements (this "Assignment") is made and
entered into May 4, 2005, by and between SCHNITZER INVESTMENT CORPORATION, an
Oregon corporation ("Assignor"), and SCHNITZER STEEL INDUSTRIES, INC., an Oregon
corporation ("Assignee").

For good and valuable consideration paid by Assignee to Assignor, the
receipt and sufficiency of which are hereby acknowledged by Assignor, Assignor
does hereby assign, transfer, set over and deliver unto Assignee all of
Assignor's right, title, and interest in those agreements listed on the attached
Exhibit A (the  Prior
Agreements ), provided, however, Assignor reserves a non-exclusive interest in
the Prior Agreements to the extent necessary or prudent in connection with the
use and operation of the real property described on the attached Exhibit B or to
preserve any claims that Assignor may have under the Prior
Agreements.

To Assignor s knowledge, the Prior Agreements are in full force and
effect, are assignable by Assignor, and a complete copy of the Prior Agreements,
including all amendments thereto, is attached hereto.

Assignee acknowledges and agrees, by its acceptance hereof, that, except
as provided herein or in the attached exhibit a, the Prior Agreements are
conveyed "As Is, Where Is" and in their present condition with all faults, and
that Assignor has not made, does not make and specifically disclaims any
representations, warranties, promises, covenants, agreements or guaranties of
any kind or character whatsoever, whether express or implied, oral or written,
past, present or future, of, as to, concerning or with respect to the Prior
Agreements.

Except as otherwise expressly provided in that certain purchase and sale
agreement between Assignor and Assignee dated as of May 4, 2005 and except as
otherwise provided herein or in the attached Exhibit A, by accepting this
Assignment and by its execution hereof, Assignee assumes the payment and
performance of, and agrees to pay, perform and discharge, all the debts, duties
and obligations to be paid, performed or discharged from and after the date
hereof, by Assignor under the Prior Agreements. Assignee agrees to indemnify,
hold harmless and defend Assignor for, from and against any and all claims,
losses, liabilities, damages, costs and expenses (including, without limitation,
reasonable attorneys' fees) resulting by reason of the failure of Assignee to
pay, perform or discharge any of the debts, duties or obligations assumed or
agreed to by Assignee.

In addition to the foregoing, Assignor does hereby assign, transfer, and
set over to Assignee all of Assignor s interest, whether now existing or
hereafter arising, liquidated or un-liquidated, disputed or undisputed, fixed or
contingent, to receive payment of the proceeds (the  Insurance Proceeds ) as a primary insured, as
additional insured or otherwise, under any insurance policies obtained by
Assignor, Assignee or any other tenant, licensee or invitee of Assignor relating
to the property described on the attached Schedule 1
(the  Insured
Property ). This Assignment shall include all such
Insurance Proceeds with respect to any insured liability or loss relating to the
Insured Property, including, without limitation any environmental liabilities
such as those relating to the Portland Harbor Superfund Site; provided, however,
that the assignment of any uncollected Insurance Proceeds shall terminate (i)
automatically without notice in the event of the bankruptcy or the insolvency of
the Assignee, or (ii) upon the Assignee s failure to cure any such breach within
thirty (30) days after receipt of written notice of default (or, if such breach
cannot be cured within such 30-day notice period, unless Assignee shall initiate
action necessary to cure any such breach within such 30-day period and
thereafter diligently pursue such cure in a commercially reasonable manner), in
the event of a breach of any of the Assignee s indemnification obligations under
(a) Section 18.1 of the Lease dated September 1, 1988 by and between Assignor
and Assignee dated September 1, 1988, as amended by an Amendment to Lease dated
July 2, 1990, a Second Amendment to Lease dated October 28, 1994, a Third
Amendment to Lease dated February, 1998, a Fourth Amendment to Lease dated July
1, 1998, a Fifth Amendment to Lease dated July 9, 2001, and a Sixth Amendment to
SSI International Terminals Lease Agreement dated August 7, 2003, (b) set forth
in this Assignment or (c) under Section 5.6 of the Purchase and Sale Agreement
dated May 4, 2005 (the  Indemnification
Obligations ). Nothing in this paragraph shall be
construed to assign the ownership of any insurance policies, any cause of action
or any other rights under such insurance except for rights to the Insurance
Proceeds. Assignor s assignment of the Insurance Proceeds shall 

 

 







 

not affect the rights or obligations of Assignor under any insurance
policy and such assignment shall be null and void to the extent that this
Assignment shall operate to limit or impair the availability or amount of
coverage under any policy owned by Assignor. So long as the assignment has not
been terminated, Assignor agrees to cooperate in good faith with the Assignee to
obtain the Insurance Proceeds for the benefit of Assignee and to use
commercially reasonable efforts to (x) promptly tender any and all claims for
coverage for insured liabilities and losses asserted by Assignee, (y) prosecute
such claims with due diligence to conclusion at Assignee s sole cost and expense
and (z) ensure that all Insurance Proceeds assigned hereunder are paid by
insurers directly to the Assignee or other third-parties. So long as this
Assignment has not been terminated, Assignor further agrees to cooperate with
Assignee to take all steps reasonably necessary to provide Assignee, to the
fullest extent permitted by such policies and applicable law, with the benefit
of all defense costs and indemnity coverage available under third party
liability policies of any kind which cover property damage or environmental
damage to the Insured Property or any adjacent property or waterway. Assignor's
cooperation will include presentation of claims under such policies as provided
in clauses (x) and (y) above and the assignment of such presented claims to
Assignee. Assignor hereby appoints the Assignee as its true and lawful
attorney-in-fact for the Assignor and to act in the Assignor s name, place, and
stead for the limited purposes of collecting the Insurance Proceeds so long as
the assignment has not been revoked or terminated as provided herein. Assignor
hereby authorizes Assignee to demand, sue for, and collect all sums of money,
debts, accounts, interest, dividends and demands that are now, or may later
become, due or payable to the Assignor with respect to the Insurance Proceeds,
to take all lawful means to recover such amounts, and to compromise claims for
such Insurance Proceeds in the Assignor s name. The Assignee is further
authorized to prosecute or defend actions, claims, or proceedings for the
enforcement and protection of the Assignor s interest in the Insurance Proceeds,
including the power to renew, extend, compromise, arbitrate, adjust, and settle
or release (with or without consideration), any claim, debt, or obligation
payable to Assignor.

The covenants and conditions contained herein shall apply to, be binding
upon, and shall inure to the benefit of each of the parties hereto and their
respective successors in interest and assigns.

In the event a suit, action, arbitration, or other proceeding of any
nature whatsoever, including, without limitation, any proceeding under the U.S.
Bankruptcy Code, is instituted, or the services of an attorney are retained, to
interpret or enforce any provision of this Agreement or with respect to any
dispute relating to this Agreement, the prevailing party shall be entitled to
recover from the losing party its reasonable attorneys , paralegals ,
accountants , and other experts  fees and all other fees, costs, and expenses
actually incurred and reasonably necessary in connection therewith. In the event
of suit, action, arbitration, or other proceeding, the amount thereof shall be
determined by the judge or arbitrator, shall include fees and expenses incurred
on any appeal or review, and shall be in addition to all other amounts provided
by law.

This Agreement may be signed in counterparts.

IN WITNESS WHEREOF, Assignor and Assignee have caused this Assignment to
be executed on the date and year first above written.


	
      Assignor:
	
      Schnitzer Investment Corp., an Oregon
  corporation




By: ______________________________________

Title:_____________________________________

 


	
      Assignee:
	
      Schnitzer Steel Industries, Inc., an Oregon
    corporation




By: ______________________________________

Title:_____________________________________

 



 

 







 

 

EXHIBIT A   PRIOR AGREEMENTS

1.      Sixteen percent (16%) of the total allocable percentage under the New
Time Oil Road Maintenance Agreement of 2004 ( Time Oil Road Agreement ),
recorded in the real property records of Multnomah County, Oregon on November
18, 2004 as Fee Number 2004-209520. Assignor hereby covenants and agrees to take
all steps required pursuant to the Time Oil Road Agreement, including without
limitation notice to the Committee pursuant to Paragraph 3, to accomplish the
assignment to Assignee. Further, Assignor hereby covenants and agrees to take
all necessary steps required of Assignor to accomplish the appointment of a
designated representative of Assignee to the Committee as one of the parties
with the highest three allocable percentages. Notwithstanding anything to the
contrary in this Assignment of Prior Agreements, Assignor remains liable for its
continuing performance under the Time Oil Road Agreement and for all
contributions due (including without limitation the collection thereof) to the
extent of its remaining allocable percentage. Assignee s payment and performance
obligations under the Time Oil Road Agreement shall be limited to the sixteen
percent (16%) assigned hereunder.

2.      Easement Agreement and Release of Easements relating to Time Oil Road,
recorded in the real property records of Multnomah County, Oregon on November
18, 2004 as Fee Number 2004-209519 (the  Time Oil Road Easement ).

3.      Agreement dated October 7, 1974, between Assignor, Northwest Terminal
Co., Bell Oil Terminal Co., and Time Oil Co (the  October 1974
Agreement ).

4.      Rail Service and Maintenance Agreement dated November 21, 1974, between
Assignor and Container Corporation of America (the  1974 RMSA ).

5.      Industrial Trackage Agreement dated February 5, 1975, among Assignor,
Time Oil Company, Northwest Terminal Company, Container Corporation of America,
Oregon-Washington Railroad & Navigation Company, Union Pacific Railroad
Company, Burlington Northern Inc., and Spokane, Portland and Seattle Railway
Company (the  1975 Industrial Trackage Agreement ).

6.      Agreement dated November 9, 1977, and recorded November 10, 1977 in the
Official Records of Multnomah County, Oregon in Book 1220, Page 2129 among
Assignor, Palmco Inc., Bell Oil Terminal Company, Northwest Terminal Company,
and Time Oil Company, excepting the provisions of Section 3.5 relating to the
construction of an underground pipeline, the provisions of Section 3.14 relating
to the payment of any sums relating to any vessel using the Palmco dock and the
provisions of Sections 3.16, 3.19 and 3.20 relating to pro-rata reimbursement to
Bell Oil Terminal Company for repair or replacement costs for the Palmco Dock
for which Assignee shall assume no payment obligations hereunder (the  1977
Agreement ), provided, however, Declarant reserves the right to receive all
payments, if any, payable under Sections 2.4 and 2.5 of such 1977
Agreement.

7.      Railroad Easement Agreement dated September 30, 1990, among Joseph T.
Ryerson and Son, Inc., Assignor, and Assignee and recorded on September 28,
1990, in the Official Records of Multnomah County, Oregon in Book 2347 at Page
2500 (the  Ryerson Railroad Easement ).

8.      Railroad Easement Agreement granted by Northwest Terminal Company to
Assignor dated, October 7, 1974 and recorded October 10, 1974, in the Official
Records of Multnomah County, Oregon in Book 1011, Page 73 (the  Parcel V
Railroad Easement ).

9.      Railroad Easement Agreement between Assignor and Ro-Mar Realty of Oregon,
Inc. dated December 20, 1994 and recorded December 23, 1994 in the Multnomah
County, Oregon real property records as Fee 94-184892 (the  Tract B Railroad
Easement ).


	
      10.
	
      Mooring Dolphin Agreement with Port of Portland dated July 1, 1988
      (the  Mooring Dolphin Agreement)




11.    Assignor s rights as Grantor under the following Easement Agreement, to
the extent necessary to obtain the benefits reserved for Grantor and enforce the
obligations of Grantee:

Beall Pipe (NW Pipe) Access Easement dated June 12, 1981 and recorded
June 29, 2981 in the Official Records of Multnomah County, Oregon in 1534, Page
748; and recorded January 14, 1982 in the Official Records of Multnomah County,
Oregon in Book 1573, Page 806; and recorded February 5, 1982 in the Official
Records of Multnomah County, Oregon in Book 1577, Page 1334 (the  NW Pipe
Southern Roadway Access Easement ).



 

 







 

 

Schedule 1

NEW TRACT  A , BIP

A
tract of land being a portion of Tract  A , Lot 2 and Lot 3, Burgard Industrial
Park, a duly recorded subdivision in Section 35, Township 2 North, Range 1 West
of the Willamette Meridian, City of Portland, County of Multnomah and State of
Oregon, being more particularly described as follows:

Beginning at the Northeast corner of said Tract  A  thence along the East
line thereof South 1729 34  East, 62.50 feet to the Southeast corner of said
Tract  A  thence along the South line thereof South 8846 12  West, 1563.75 feet
to the beginning of a tangent 90.00 foot radius curve to the left; thence
leaving the North line of said Lot 2 and along the arc of said curve 91.68 feet
through a central angle of 5822 06  (the long chord bears South 5935 09  West,
87.77 feet); thence South 3024 06  West, 143.18 feet to the beginning of a
tangent 100.00 foot radius curve to the right; thence along the arc of said
curve 59.05 feet through a central angle of 3349 49  (the long chord bears
South 4719 01  West, 58.19 feet) to a point on the most Northerly South line of
said Lot 2; thence along last said line North 8955 04  West, 43.60 feet to an
angle corner in the West line of said Lot 2; thence along said West line North
0004 56  East, 201.97 feet to an angle point therein; thence North 6506 14
West, 361.13 feet; thence South 8955 04  East, 80.16 feet; thence North
0004 56  East, 29.07 feet; thence South 6646 00  East, 293.17 feet; thence
North 9000 00  East, 162.76 feet to the West line of Lot 4, Burgard Industrial
Park; thence along said West line South 3231 53  East, 19.14 feet to a point on
the arc of a non-tangent 140.00 foot radius curve to the right, a radial line
bears North 1704 11  West to said point; thence along the arc of said curve
38.70 feet through a central angle of 1550 23  (the long chord bears North
8051 01  East, 38.58 feet); thence North 0113 48  West, 10.00 feet; thence
North 8846 12  East, 1546.25 feet to the point of beginning.

Containing therein 2.560 acres, more or less.

Benefited Property   Lot 1

(PART OF LOT 1, BIP)

A
tract of land being a portion of Lot 1, BURGARD INDUSTRIAL PARK, a duly recorded
subdivision in the Southeast 1/4 of Section 35, Township 2 North, Range 1 West
of the Willamette Meridian, City of Portland, County of Multnomah and State of
Oregon, being more particularly described as follows:

Beginning at the Southwest corner of said Lot 1, BURGARD INDUSTRIAL PARK;
thence along the West line of said Lot 1 North 0007 00  East, 52.32 feet to an
angle corner therein; thence North 6555 19  East, 777.00 feet; thence North
2618 21  West, 603.43 feet; thence leaving said West line of said Lot 1 North
6341 39  East, 34.72 feet to a point on the arc of a non-tangent 471.00 foot
radius curve to the right, a radial line bears South 6938 24  West to said
point; thence Northwesterly and Northerly along the arc of said curve 175.23
feet through a central angle of 2119 00  (the long chord bears North 0942 06
West, 174.22 feet); thence North 0057 24  East, 74.53 feet; thence North
3027 20  East, 40.73 feet to a point on the East line of said Lot 1; thence
along said East line South 5932 40  East, 108.50 feet to the beginning of a
tangent 150.00 foot radius curve to the left; thence along the arc of said curve
78.54 feet through a central angle of 3000 00  (the long chord bears South
7432 40  East, 77.65 feet); thence South 8932 40  East, 347.84 feet to an
angle corner in the East line of said Lot 1; thence along the East line of said
Lot 1 the following courses to wit:

South 0005 07  West, 50.00 feet;

North 8947 09  West, 117.53 feet;

North 0014 35  East, 4.03 feet;

North 8932 40  West, 256.82 feet;

South 0005 58  East, 118.01 feet;

North 6210 00  East, 10.26 feet;

South 8949 00  East, 5.82 feet;

South 6741 00  West, 162.52 feet;

 

 







 

 

South 2219 00  East, 20.00 feet;

North 6741 00  East, 158.54 feet;

South 8949 00  East, 584.97 feet to a point on a non-tangent 298.10 foot
radius curve to the right, a radial line bears North 5031 54  East to said
point; thence Southeasterly along the arc of said curve 3.10 feet through a
central angle of 0035 42  (the long chord bears South 3910 09  East, 3.10
feet); thence South 5107 37  West, 25.00 feet to a point on the arc of a
non-tangent 273.10 foot radius curve to the right, a radial line bears North
5107 42  East to said point; thence Southeasterly along the arc of said curve
46.11 feet through a central angle of 0940 25  (the long chord bears South
3402 05  East, 46.05 feet); thence South 2911 53  East, 314.62 feet; thence
North 6048 07  East, 55.00 feet; thence South 2911 53  East, 117.88 feet to
the beginning of a tangent 544.93 foot radius curve to the right; thence along
the arc of said curve 60.94 feet through a central angle of 0624 27  (the long
chord bears South 2559 39  East, 90.91 feet); thence South 2247 26  East,
331.92 feet to the Southeast corner of said Lot 1; thence along the South line
of said Lot 1 South 6151 50  West, 269.91 feet to the beginning of a tangent
485.00 foot radius curve to the right; thence along the arc of said curve 239.16
feet through a central angle of 2815 10  (the long chord bears South 7559 25
West, 236.74 feet); thence North 8953 00  West, 1166.33 feet to the point of
beginning.

Benefited Property   Lot 2

(PART OF LOT 2, BIP)

A
tract of land being a portion of Lot 2 and a portion of Lot 1, BURGARD
INDUSTRIAL PARK, a duly recorded subdivision in the Southwest 1/4 and Southeast
1/4 of Section 35, Township 2 North, Range 1 West of the Willamette Meridian,
City of Portland, County of Multnomah and State of Oregon, being more
particularly described as follows:

Beginning at the Northeast corner of said Lot 2, BURGARD INDUSTRIAL PARK;
thence along the North line of said Lot 2 South 8846 12  West, 510.66 feet to
the beginning of a tangent 90.00 foot radius curve to the left; thence leaving
the North line of said Lot 2 and along the arc of said curve 91.68 feet through
a central angle of 5822 06  (the long chord bears South 5935 09  West, 87.77
feet); thence South 3024 06  West, 143.18 feet to the beginning of a tangent
100.00 foot radius curve to the right; thence along the arc of said curve 59.05
feet through a central angle of 3349 49  (the long chord bears South 4719 01
West, 58.19 feet) to a point on the most Northerly South line of said Lot 2;
thence along last said line South 8955 04  East, 71.46 feet to an angle corner
in the West line of said Lot 2; thence along said West line South 0004 56
West, 623.63 feet to the Southwest corner of said Lot 2; thence along the South
line thereof North 8701 13  East, 509.64 feet; thence North 6341 39  East,
26.32 feet; thence North 3101 39  East, 28.39 feet to an angle corner in the
West line of said Lot 1; thence along said West line South 5858 21  East, 28.50
feet; thence South 3101 39  West, 34.33 feet to the beginning of a non-tangent
337.50 foot radius curve to the right, a radial line bears North 1514 39  East
to said point; thence Southeasterly along the arc of said curve 97.19 feet
through a central angle of 1630 00  (the long chord bears South 6630 21  East,
96.86 feet); thence South 5815 21  East, 38.59 feet to the beginning of a
tangent 250.00 foot radius curve to the right; thence along the arc of said
curve 119.99 feet through a central angle of 2730 00  (the long chord bears
South 4430 21  East, 118.84 feet); thence South 3045 21  East, 35.58 feet;
thence South 2618 21  East, 296.70 feet; thence leaving said West line of said
Lot 1 North 6341 39  East, 34.72 feet to a point on the arc of a non-tangent
471.00 foot radius curve to the right, a radial line bears South 6938 24  West
to said point; thence Northwesterly and Northerly along the arc of said curve
175.23 feet through a central angle of 2119 00  (the long chord bears North
0942 06  West, 174.22 feet); thence North 0057 24  East, 74.53 feet; thence
North 3027 20  East, 40.73 feet to a point on the East line of said Lot 1;
thence along said East line North 5932 40  West, 224.56 feet to an angle corner
therein; thence North 3802 00  West, 149.18 feet to the Southeast corner of
said Lot 2; thence along the East line of said Lot 2 North 0113 48  West,
736.01 feet to the point of beginning.

Containing therein 13.033 acres, more or less.

Benefited Property   Lots 4, 5, 6, 7, 8 and Tract C

Lots 4, 5, 6, 7, 8 and Tract  C , BURGARD INDUSTRIAL PARK, a duly
recorded subdivision in Section 35, Township 2 North, Range 1 West of the
Willamette Meridian, City of Portland, County of Multnomah and State of
Oregon.

 

 







 

 

Containing therein 11.9422 acres, more or less.

LOT 17

LEGAL DESCRIPTION:

A
tract of land being a portion of those lands conveyed to Schnitzer Investment
Corp. recorded September 22, 1972, in Book 883, Page 784, Multnomah County Deed
Records, and Lot 1, BURGARD INDUSTRIAL PARK, a duly recorded subdivision in
Section 35, Township 2 North, Range 1 West of the Willamette Meridian, in the
City of Portland, County of Multnomah and State of Oregon, described as
follows:

Commencing at the intersection of the Westerly extension of the South
line of said Section 35 with the Easterly Harborline of the Willamette River;
thence along said Harborline North 2553 30  West, 253.93 feet to the True Point
of Beginning of the herein described tract of land; thence South 8808 52  East,
1388.01 feet; thence parallel with the South line of said Section 35 South
8953 00  East, 1904.74 feet; thence North 6151 50  East, 396.75 feet to a
point on the Westerly right of way line of N. Burgard Road, 60.00 feet wide;
thence along said Westerly right of way line North 2247 26  West, 30.13 feet to
the Southeast corner of said Lot 1, BURGARD INDUSTRIAL PARK; thence continuing
along said Westerly right of way line North 2247 26  West, 58.26 feet; thence
leaving said Westerly right of way line South 6548 00  West, 223.00 feet;
thence South 7225 00  West, 190.41 feet; thence North 8953 00  West, 255.00
feet; thence South 8248 21  West, 357.00 feet to a point on the arc of a
non-tangent 433.00 foot radius curve to the left, a radial line bears South
1719 27  East to said point; thence Southwesterly and Westerly along the arc of
said curve 131.81 feet through a central angle of 1726 27  (the long chord
bears South 8123 46  West, 131.30 feet); thence North 8953 00  West, 321.47
feet to the beginning of a tangent 503.40 foot radius curve to the right; thence
along the arc of said curve 169.19 feet through a central angle of 1915 25
(the long chord bears North 8015 17  West, 168.40 feet) to the most Northerly
Southwest corner of said Lot 1, said corner being coincident with the most
Southerly corner of the Northwest Pipe Co. tract described in Recorder s Fee No.
98090513, said Deed Records, said corner also being on the arc of a tangent
332.50 foot radius compound curve to the right; thence along the Westerly line
of said Northwest Pipe Co. tract and along the arc of said curve 151.00 feet
through a central angle of 2601 12  (the long chord bears North 5736 59  West,
149.71 feet) to the beginning of a tangent 286.00 foot radius compound curve to
the right; thence along the arc of said curve 91.35 feet through a central angle
of 1818 02  (the long chord bears North 3527 22  West, 90.96 feet); thence
North 2618 21  West, 1240.30 feet to the Northwest corner of said Northwest
Pipe Co. tract; thence along the North line thereof North 8701 13  East, 262.63
feet to the Southwest corner of Lot 2, BURGARD INDUSTRIAL PARK; thence along
said West line North 0004 56  East, 427.10 feet; thence leaving the West line
of said Lot 2 North 9000 00  West, 2368.36 feet to a point on the Harborline on
the Easterly side of the Willamette River; thence along said Harborline South
2339 54  East, 186.68 feet to Harborline Point #17; thence South 2553 30
East, 1747.52 feet to the True Point of Beginning.

 

 







 

 

EXHIBIT I

LOT 2 RECLAIMED PROPERTY




 

 







 

 

EXHIBIT J

STORM DRAIN EASEMENT DECLARATION

When recorded return to:

Bradley S. Miller

Ball Janik LLP

101 SW Main Street, Suite 1100

Portland, Oregon 97204

THIS STORM DRAIN EASEMENT DECLARATION (this
 Declaration ) is made as of the 4th day of May, 2005, by SCHNITZER INVESTMENT
CORP., an Oregon corporation ( Declarant ).

Declarant is the owner of real property in the City of Portland, County
of Multnomah, State of Oregon, more particularly described as on the attached
Schedule 1 (the
 Property ).

Declarant desires to grant easements for the operation, maintenance,
repair and replacement of storm drains located on the portions of the Property
described on Schedule 2 (the
( Burdened Property ) in the locations pictorially shown on the attached
Schedule 3 (the  Storm Drain
Area ) for the benefit of Declarant and any future owners of the portion of the
Property described on Schedule 4 (the  Benefited Property ) (each owner of the Benefited Property and each
owner of the Burdened Property shall be referred to herein as an  Owner,  or
collectively as the  Owners ). The Storm Drain Area consists of the storm drains
that drain into Outfall 18, as depicted on the attached Schedule 3.

NOW, THEREFORE, Declarant declares as
follows:


	
      1.
	
      Easement.




(a)     Declarant reserves a perpetual non-exclusive easement for the Owners of
the Benefited Property to install, operate, maintain, repair and replace storm
drain lines under, across and within the Storm Drain Area. An Owner of Benefited
Property shall have access to such portions of the Burdened Property as
reasonably required to operate, maintain, repair and replace storm drain lines
in the Storm Drain Area; provided, that except in an emergency, such access
shall be only after prior written notice to the Owner of the Burdened Property
upon which

such Storm Drain Area is located and in the presence of a representative
of the Owner of the Burdened Property. In the case of an emergency, the Owner of
the Benefited Property shall endeavor to provide prior telephonic notice to the
Owner of the Burdened Property of its intended access for emergency purposes,
and shall provide written confirmation of its emergency activities as soon as
practicable thereafter.

(b)     When performing work in the Storm Drain Area, an Owner of Benefited
Property shall use commercially reasonable efforts to minimize any disruption to
the Burdened Property. After the performance of any work in the Storm Drain Area
by an Owner of Benefited Property, such Owner performing the work shall cause
the affected portions of the Storm Drain Area to be properly compacted and shall
restore all improvements and landscaping affected in any way by such work to at
least the condition of such improvements and landscaping as existed prior to
such installation (including, without limitation, replacing any damaged trees
with trees of similar size and type to the trees damaged), and the Owner
performing the work shall warranty that all such work shall be free of material
defects for a period of one (1) year following the completion of such
work.

(c)     In its use of the storm drains in the Storm Drain Area, an Owner of
Benefited Property shall: (i) regularly inspect, and, at all times, maintain
such Owner s facilities and related equipment in good order and repair and in
proper operating condition, including, without limitation, clean-out,
maintenance and repair of piping, catch basin filters and oil/water separators
of such Owner; (ii) not permit any claim, lien or other encumbrances arising
from such Owner s use of the Storm Drain Area to accrue against or attach to the
Burdened Property; (iii) comply with all laws, ordinances, regulations,
requirements and permits applicable to the discharge from the Benefited Property
owned by such Owner into the storm drain used by such Owner from and after the
date hereof, including, without limitation, permits issued by the Oregon
Department of Environmental Quality ( DEQ ) and the City of Portland Bureau of
Environmental Services ( BES ) (collectively, the  Regulatory Requirements );
(iv) provide for emergency response to prevent spills, releases or other
unlawful discharges from entering into the storm drain lines and to prevent
spills from discharging from an outfall into or beyond the slip (including
provisions 

 

 







 

of
appropriate sorbent booms or other response in the event of a discharge); (v)
periodically monitor Owner s stormwater quality, to the extent required by
permits issued by the DEQ and/or the BES or pursuant to any other Regulatory
Requirements; and (vi) indemnify, protect, defend and hold harmless the
Declarant and the other Owners of the Burdened Property for, from and against
claims, liabilities, costs and expenses arising out of event occurring after the
date hereof in connection with such Owner s maintenance, repairs, operation, or
replacement of storm drain lines and related equipment in the Storm Drain Area
and performance of such Owner s obligations of this Section 1(c). Any stormwater
quality monitoring data which an Owner of the Benefited Property is required to
provide to DEQ or BES pursuant to Regulatory Requirements shall be provided to
the Owner of the Burdened Property not later than concurrently with its
submission to DEQ and/or BES or other applicable regulatory agency.

(d)     The Owner of the Burdened Property on which a storm drain is located on
shall have the right to relocate a storm drain in the Storm Drain Area to a
different location of the Property, as necessary to reasonably accommodate the
needs of the Owner of the Burdened Property and/or any of their tenants,
subtenants, successors or assigns. so long as: (i) the Owner relocating the
Storm Drain Area pays for the entire cost of the relocation of such storm drain,
and (ii) such relocation is performed so that at no time is the continuous use
of such storm drain impaired or impeded in any manner.

(e) If an Owner of Benefited Property fails to perform any
obligation set forth in this Section 1, an Owner of the Burdened Property may
send the non-performing Owner written notice of non-performance pursuant to the
notice provisions of Section 4(h).    If within thirty (30) days of
such notice the non-performing Owner fails to send the Owner sending the
non-performance notice a written notice either disputing the non-performance
(which dispute shall be resolved by arbitration as provided herein) or
acknowledging such non-performance and agreeing to commence the cure of such
non-performance and diligently pursue such cure to completion, the Owner of the
Benefited Property sending the non-performance notice shall have the right, but
not the obligation, to institute arbitration hereunder to determine whether
performance is required and, if required, to compel performance. If the Owner of
the Benefited Property resolves an actual or alleged violation of any Regulatory
Requirement with the agency responsible for enforcing such Regulatory
Requirement, such resolution shall be conclusively deemed an adequate cure
hereunder with respect to such Regulatory Requirement, regardless of whether the
resolution is achieved in an administrative or judicial proceeding or is
voluntary or involuntary on the part of the Owner of the Benefited Property.
Nothing herein shall limit the liability of the Owner of the Benefited Property
for claims brought by federal or other governmental agencies, third-party
claims, or claims by the Owner of the Burdened Property not resolved in the
resolution of the Regulatory Requirement violation.

(f)     In any emergency, an Owner of the Burdened Property shall make
commercially reasonable efforts to notify the non-performing Owner of Benefited
Property of the emergency and necessary performance. No written notice to a
non-performing Owner pursuant to Section 4(h) shall be required before the Owner
of the Burdened Property shall have the right, but not the obligation, to cure
any non-performance that resulted in such emergency, including, without
limitation, such actions as may be necessary to prevent unlawful spills,
releases or discharges by operating an emergency shut off valve. The Owner of
the Burdened Property shall have reasonable access to the Benefited Property as
necessary to access any emergency shut off valve located on the Benefited
Property. In the event of an emergency in which an Owner of the Burdened
Property cures or takes affirmative action to attempt to cure non-performance,
the Owner of the Burdened Property shall have the right to seek reimbursement of
the reasonable costs of performance from the non-performing Owner of the
Benefited Property. The Owner of the Burdened Property shall indemnify and hold
the Owner of the Benefited Property harmless to the extent that the actions of
the Owner of the Burdened Property pursuant to this Section are negligent and
exacerbate a spill, release or discharge.

(g)            To
the extent more than one Owner uses a storm drain, all obligations hereunder
with respect to such storm drain shall be joint and several; provided that if
one such Owner expends any amount pursuant to this Declaration, such Owner may
invoice the other Owners using such storm drain for such other Owner s pro rata
share of the cost of such expenditure (based on the respective Owners  volume of
use of such storm drain) and the failure of the non-performing Owner to pay such
invoice within thirty (30) days of written request therefor shall entitle the
performing Owner to the rights and remedies set forth in Section 2
below.

2.  Lien
Rights.If an amount payable by an
Owner to another Owner pursuant to this Declaration is not paid within thirty
(30) days after its due date, such assessment or charge shall become delinquent
and shall bear interest from the due date until paid at a rate per annum equal
to the higher of: (a) twelve percent (12%) or (b) the prevailing prime
(reference) rate as published by Bank of America (or any successor bank) at its
Portland main branch office, or any successor rate of interest, plus five (5)
percentage points, but in no event higher than the maximum rate permitted by
applicable law. In addition, an Owner that is owed money under this Declaration
by another Owner may: (i) file a statement of lien against the parcel of an
Owner that fails to pay such amounts when 

 

 







 

due (which lien shall be subject to the terms of this Declaration) and
foreclose the lien to the extent allowable under Oregon law; (ii) bring an
action to recover monetary damages; and/or (iii) exercise any other right or
remedy available to it at law, in equity, or under this Declaration. No holder
of a mortgage or trust deed who acquires title to a parcel of the Property by
exercising the remedies provided in its mortgage or trust deed shall be liable
for unpaid assessments levied prior to the date of such acquisition of title.
The sale or transfer of any parcel of the Property shall not affect any
assessment lien thereon; provided, however, that the sale of any such parcel
pursuant to foreclosure of a mortgage or trust deed thereon shall extinguish the
lien as to any installments of such assessments levied prior to the date of
sale.

3.              No Public Dedication. Nothing contained in this
Declaration creates any rights in the general public or dedicates for public use
any portion of the Storm Drain Area.


	
      4.
	
      Miscellaneous.




(a)     The easements, restrictions, benefits and obligations hereunder shall
create mutual benefits and servitudes running with the land and shall bind and
inure to the benefit of the Owners, their respective heirs, successors and
assigns. The singular number includes the plural and the masculine gender
includes the feminine and neuter. Any person or entity acquiring fee title to
the Property or any portion thereof shall be considered an Owner and shall be
bound by, or as applicable, receive the benefits of, this
Declaration.

(b)     The headings herein are inserted only as a matter of convenience and for
reference and in no way define, limit or describe the scope or intent of this
Declaration nor in any way affect the terms and provisions hereof.

(c)          Any claim,
controversy, or dispute between the parties arising out of
or   relating to this Declaration, or to the interpretation or
breach thereof, shall be resolved by arbitration in accordance with the
then-effective arbitration rules of the Arbitration Service of Portland, Inc. or
the then-effective commercial arbitration rules of the American Arbitration
Association, whichever organization is selected by the party that first
initiates arbitration by filing a claim in accordance with the filing rules of
the organization selected. Any judgment upon the award rendered pursuant to such
arbitration may be entered in any court having jurisdiction thereof. The parties
shall use commercially reasonable efforts to complete any arbitration within
sixty (60) days of the filing of the dispute, unless the dispute is regarding
the refusal to grant a consent or approval, in which case the time period shall
be thirty (30) days. The arbitrator or arbitrators shall be empowered to impose
sanctions for any party s failure to use commercially reasonable efforts. Each
party agrees to keep all disputes and arbitration proceedings strictly
confidential, except for the disclosure of information required in the ordinary
course of business of the parties or as required by applicable law or
regulation. Any time limitation (such as the statute of limitations or laches)
that would bar litigation of a claim, shall also bar arbitration of the claim.
If any provision of this arbitration program is declared invalid by any court,
the remaining provisions shall not be affected thereby and shall remain fully
enforceable. The Owners understand that their disputes as described herein will
be resolved by arbitration rather than in a court, and once so decided, cannot
later be brought, filed, or pursued in court.

(d)     In the event a suit, action, arbitration, or other proceeding of any
nature whatsoever, including, without limitation, any proceeding under the US
Bankruptcy Code, is instituted, or the services of an attorney are retained, to
interpret or enforce any provision of this Declaration or with respect to any
dispute relating to this Declaration, the prevailing party shall be entitled to
recover from the losing party its reasonable attorneys , paralegals ,
accountants , and other experts  fees and all other fees, costs, and expenses
actually incurred and reasonably necessary in connection therewith
(collectively,  Attorneys  Fees ). In the event of suit, action, arbitration, or
other proceeding, the amount of the Attorneys  Fees shall be determined by the
judge or arbitrator, shall include fees and expenses incurred on any appeal or
review, and shall be in addition to all other amounts provided by
law.

(e)     Except for the payments of money due hereunder, in case of interference
in performance by any Owner of its obligations under this Declaration because of
acts of God, war, insurrection, fires, floods, strikes, unanticipated equipment
failure or other cause beyond the reasonable control of such Owner, all affected
Owners shall take reasonable measures to mitigate the unfavorable effects of
such force majeure events and performance hereunder shall be excused for a
reasonable period of time while the affected Owners take reasonable measures to
mitigate.

(f)     It is expressly agreed that no breach of this Declaration shall entitle
any person or entity to cancel, rescind, or otherwise terminate this
Declaration, or defeat or render invalid the lien of any mortgage or trust deed
made in good faith and for value as to any part of the Property. However, such
limitation shall not affect in any manner any other rights or remedies which a
party may have hereunder by reason of any such breach.

 

 







 

 

(g)     This Declaration (including exhibits) constitutes the entire agreement,
and once executed and delivered may not be modified, canceled or altered in any
respect except by written agreement signed by all Owners of the Property.
Invalidation of any provision of this Declaration, in whole or in part, or of
any application of a provision of this Declaration, by judgment or court order
shall in no way affect other provisions or applications.

(h)     Notice may, unless otherwise provided herein, be given or served (a) by
certified mail, return receipt requested, with postage prepaid, (b) by
delivering the same to such party, or an agent of such party, in person or by
commercial courier, (c) by facsimile transmission, if the time of facsimile
delivery is confirmed by sender s receipt of a transmission report, generated by
sender s facsimile machine, which confirms that the facsimile was successfully
transmitted in its entirety and provided the facsimile was forwarded prior to
5:00 P.M., or (d) by depositing the same into custody of a nationally recognized
overnight delivery service. Notice given in any manner shall be effective only
if and when received by the party to be notified between the hours of 8:00 A.M.
and 5:00 P.M. of any business day with delivery made after such hours to be
deemed received the following business day. For the purposes of notice, each
Owner s notice address shall be the address of the Owner s portion of the
Property. Each Owner shall have the right from time to time to change its
respective notice address, and each shall have the right to specify as its
address any other address within the United States of America by at least five
(5) days written notice to all other Owners.

(i)      No modification or termination of this Declaration shall be binding upon
any first position holders of any mortgage or trust deed encumbering the
Property or their successors or assigns ( Mortgage Holder ), unless the Mortgage
Holder has consented to the modification or termination, which consent shall not
be unreasonably withheld, conditioned or delayed. However, consent will be
deemed given if a Mortgage Holder does not object in writing within thirty (30)
days after notice of the proposed modification or termination.

IN WITNESS WHEREOF, the undersigned has executed
this Declaration the day and year first written above.

SCHNITZER INVESTMENT CORP., an Oregon corporation

By: ______________________________________

Title: _____________________________________


	
      State of
	
      ___________________________)




___________________________)ss.


	
      County of
	
      ___________________________)




 

The foregoing instrument was acknowledged before me this _____ day of
______, 2005, by ________________, the ______________ of _________________, on
behalf of _________________.

(Seal and Expiration Date)

 

_____________________________________

Notary Public



 

 







 

 

Schedule 1

Legal Description of the Property

Property   Lot 1

(PART OF LOT 1, BIP)

A
tract of land being a portion of Lot 1, BURGARD INDUSTRIAL PARK, a duly recorded
subdivision in the Southeast 1/4 of Section 35, Township 2 North, Range 1 West
of the Willamette Meridian, City of Portland, County of Multnomah and State of
Oregon, being more particularly described as follows:

Beginning at the Southwest corner of said Lot 1, BURGARD INDUSTRIAL PARK;
thence along the West line of said Lot 1 North 0007 00  East, 52.32 feet to an
angle corner therein; thence North 6555 19  East, 777.00 feet; thence North
2618 21  West, 603.43 feet; thence leaving said West line of said Lot 1 North
6341 39  East, 34.72 feet to a point on the arc of a non-tangent 471.00 foot
radius curve to the right, a radial line bears South 6938 24  West to said
point; thence Northwesterly and Northerly along the arc of said curve 175.23
feet through a central angle of 2119 00  (the long chord bears North 0942 06
West, 174.22 feet); thence North 0057 24  East, 74.53 feet; thence North
3027 20  East, 40.73 feet to a point on the East line of said Lot 1; thence
along said East line South 5932 40  East, 108.50 feet to the beginning of a
tangent 150.00 foot radius curve to the left; thence along the arc of said curve
78.54 feet through a central angle of 3000 00  (the long chord bears South
7432 40  East, 77.65 feet); thence South 8932 40  East, 347.84 feet to an
angle corner in the East line of said Lot 1; thence along the East line of said
Lot 1 the following courses to wit:

South 0005 07  West, 50.00 feet;

North 8947 09  West, 117.53 feet;

North 0014 35  East, 4.03 feet;

North 8932 40  West, 256.82 feet;

South 0005 58  East, 118.01 feet;

North 6210 00  East, 10.26 feet;

South 8949 00  East, 5.82 feet;

South 6741 00  West, 162.52 feet;

South 2219 00  East, 20.00 feet;

North 6741 00  East, 158.54 feet;

South 8949 00  East, 584.97 feet to a point on a non-tangent 298.10 foot
radius curve to the right, a radial line bears North 5031 54  East to said
point; thence Southeasterly along the arc of said curve 3.10 feet through a
central angle of 0035 42  (the long chord bears South 3910 09  East, 3.10
feet); thence South 5107 37  West, 25.00 feet to a point on the arc of a
non-tangent 273.10 foot radius curve to the right, a radial line bears North
5107 42  East to said point; thence Southeasterly along the arc of said curve
46.11 feet through a central angle of 0940 25  (the long chord bears South
3402 05  East, 46.05 feet); thence South 2911 53  East, 314.62 feet; thence
North 6048 07  East, 55.00 feet; thence South 2911 53  East, 117.88 feet to
the beginning of a tangent 544.93 foot radius curve to the right; thence along
the arc of said curve 60.94 feet through a central angle of 0624 27  (the long
chord bears South 2559 39  East, 90.91 feet); thence South 2247 26  East,
331.92 feet to the Southeast corner of said Lot 1;

thence along the South line of said Lot 1 South 6151 50  West, 269.91
feet to the beginning of a tangent 485.00 foot radius curve to the right; thence
along the arc of said curve 239.16 feet through a central angle of 2815 10
(the long chord bears South 7559 25  West, 236.74 feet); thence North 8953 00
West, 1166.33 feet to the point of beginning.

Property   Lot 2

(PART OF LOT 2, BIP)

A
tract of land being a portion of Lot 2 and a portion of Lot 1, BURGARD
INDUSTRIAL PARK, a duly recorded subdivision in the Southwest 1/4 and Southeast
1/4 of Section 35, Township 2 North, Range 1 West of the 

 

 







 

Willamette Meridian, City of Portland, County of Multnomah and State of
Oregon, being more particularly described as follows:

Beginning at the Northeast corner of said Lot 2, BURGARD INDUSTRIAL PARK;
thence along the North line of said Lot 2 South 8846 12  West, 510.66 feet to
the beginning of a tangent 90.00 foot radius curve to the left; thence leaving
the North line of said Lot 2 and along the arc of said curve 91.68 feet through
a central angle of 5822 06  (the long chord bears South 5935 09  West, 87.77
feet); thence South 3024 06  West, 143.18 feet to the beginning of a tangent
100.00 foot radius curve to the right; thence along the arc of said curve 59.05
feet through a central angle of 3349 49  (the long chord bears South 4719 01
West, 58.19 feet) to a point on the most Northerly South line of said Lot 2;
thence along last said line South 8955 04  East, 71.46 feet to an angle corner
in the West line of said Lot 2; thence along said West line South 0004 56
West, 623.63 feet to the Southwest corner of said Lot 2; thence along the South
line thereof North 8701 13  East, 509.64 feet; thence North 6341 39  East,
26.32 feet; thence North 3101 39  East, 28.39 feet to an angle corner in the
West line of said Lot 1; thence along said West line South 5858 21  East, 28.50
feet; thence South 3101 39  West, 34.33 feet to the beginning of a non-tangent
337.50 foot radius curve to the right, a radial line bears North 1514 39  East
to said point; thence Southeasterly along the arc of said curve 97.19 feet
through a central angle of 1630 00  (the long chord bears South 6630 21  East,
96.86 feet); thence South 5815 21  East, 38.59 feet to the beginning of a
tangent 250.00 foot radius curve to the right; thence along the arc of said
curve 119.99 feet through a central angle of 2730 00  (the long chord bears
South 4430 21  East, 118.84 feet); thence South 3045 21  East, 35.58 feet;
thence South 2618 21  East, 296.70 feet; thence leaving said West line of said
Lot 1 North 6341 39  East, 34.72 feet to a point on the arc of a non-tangent
471.00 foot radius curve to the right, a radial line bears South 6938 24  West
to said point; thence Northwesterly and Northerly along the arc of said curve
175.23 feet through a central angle of 2119 00  (the long chord bears North
0942 06  West, 174.22 feet); thence North 0057 24  East, 74.53 feet; thence
North 3027 20  East, 40.73 feet to a point on the East line of said Lot 1;
thence along said East line North 5932 40  West, 224.56 feet to an angle corner
therein; thence North 3802 00  West, 149.18 feet to the Southeast corner of
said Lot 2; thence along the East line of said Lot 2 North 0113 48  West,
736.01 feet to the point of beginning.



 

 







 

 

Property   Lot 17

A
tract of land being a portion of those lands conveyed to Schnitzer Investment
Corp. recorded September 22, 1972, in Book 883, Page 784, Multnomah County Deed
Records, and Lot 1, BURGARD INDUSTRIAL PARK, a duly recorded subdivision in
Section 35, Township 2 North, Range 1 West of the Willamette Meridian, in the
City of Portland, County of Multnomah and State of Oregon, described as
follows:

Commencing at the intersection of the Westerly extension of the South
line of said Section 35 with the Easterly Harborline of the Willamette River;
thence along said Harborline North 2553 30  West, 253.93 feet to the True Point
of Beginning of the herein described tract of land; thence South 8808 52  East,
1388.01 feet; thence parallel with the South line of said Section 35 South
8953 00  East, 1904.74 feet; thence North 6151 50  East, 396.75 feet to a
point on the Westerly right of way line of N. Burgard Road, 60.00 feet wide;
thence along said Westerly right of way line North 2247 26  West, 30.13 feet to
the Southeast corner of said Lot 1, BURGARD INDUSTRIAL PARK; thence continuing
along said Westerly right of way line North 2247 26  West, 58.26 feet; thence
leaving said Westerly right of way line South 6548 00  West, 223.00 feet;
thence South 7225 00  West, 190.41 feet; thence North 8953 00  West, 255.00
feet; thence South 8248 21  West, 357.00 feet to a point on the arc of a
non-tangent 433.00 foot radius curve to the left, a radial line bears South
1719 27  East to said point; thence Southwesterly and Westerly along the arc of
said curve 131.81 feet through a central angle of 1726 27  (the long chord
bears South 8123 46  West, 131.30 feet); thence North 8953 00  West, 321.47
feet to the beginning of a tangent 503.40 foot radius curve to the right; thence
along the arc of said curve 169.19 feet through a central angle of 1915 25
(the long chord bears North 8015 17  West, 168.40 feet) to the most Northerly
Southwest corner of said Lot 1, said corner being coincident with the most
Southerly corner of the Northwest Pipe Co. tract described in Recorder s Fee No.
98090513, said Deed Records, said corner also being on the arc of a tangent
332.50 foot radius compound curve to the right; thence along the Westerly line
of said Northwest Pipe Co. tract and along the arc of said curve 151.00 feet
through a central angle of 2601 12  (the long chord bears North 5736 59  West,
149.71 feet) to the beginning of a tangent 286.00 foot radius compound curve to
the right; thence along the arc of said curve 91.35 feet through a central angle
of 1818 02  (the long chord bears North 3527 22  West, 90.96 feet); thence
North 2618 21  West, 1240.30 feet to the Northwest corner of said Northwest
Pipe Co. tract; thence along the North line thereof North 8701 13  East, 262.63
feet to the Southwest corner of Lot 2, BURGARD INDUSTRIAL PARK; thence along
said West line North 0004 56  East, 427.10 feet; thence leaving the West line
of said Lot 2 North 9000 00  West, 2368.36 feet to a point on the Harborline on
the Easterly side of the Willamette River; thence along said Harborline South
2339 54  East, 186.68 feet to Harborline Point #17; thence South 2553 30
East, 1747.52 feet to the True Point of Beginning.



 

 







 

 

Schedule 2

Legal Description of the Burdened Property

Burdened Property   Lot 2

(PART OF LOT 2, BIP)

A
tract of land being a portion of Lot 2 and a portion of Lot 1, BURGARD
INDUSTRIAL PARK, a duly recorded subdivision in the Southwest 1/4 and Southeast
1/4 of Section 35, Township 2 North, Range 1 West of the Willamette Meridian,
City of Portland, County of Multnomah and State of Oregon, being more
particularly described as follows:

Beginning at the Northeast corner of said Lot 2, BURGARD INDUSTRIAL PARK;
thence along the North line of said Lot 2 South 8846 12  West, 510.66 feet to
the beginning of a tangent 90.00 foot radius curve to the left; thence leaving
the North line of said Lot 2 and along the arc of said curve 91.68 feet through
a central angle of 5822 06  (the long chord bears South 5935 09  West, 87.77
feet); thence South 3024 06  West, 143.18 feet to the beginning of a tangent
100.00 foot radius curve to the right; thence along the arc of said curve 59.05
feet through a central angle of 3349 49  (the long chord bears South 4719 01
West, 58.19 feet) to a point on the most Northerly South line of said Lot 2;
thence along last said line South 8955 04  East, 71.46 feet to an angle corner
in the West line of said Lot 2; thence along said West line South 0004 56
West, 623.63 feet to the Southwest corner of said Lot 2; thence along the South
line thereof North 8701 13  East, 509.64 feet; thence North 6341 39  East,
26.32 feet; thence North 3101 39  East, 28.39 feet to an angle corner in the
West line of said Lot 1; thence along said West line South 5858 21  East, 28.50
feet; thence South 3101 39  West, 34.33 feet to the beginning of a non-tangent
337.50 foot radius curve to the right, a radial line bears North 1514 39  East
to said point; thence Southeasterly along the arc of said curve 97.19 feet
through a central angle of 1630 00  (the long chord bears South 6630 21  East,
96.86 feet); thence South 5815 21  East, 38.59 feet to the beginning of a
tangent 250.00 foot radius curve to the right; thence along the arc of said
curve 119.99 feet through a central angle of 2730 00  (the long chord bears
South 4430 21  East, 118.84 feet); thence South 3045 21  East, 35.58 feet;
thence South 2618 21  East, 296.70 feet; thence leaving said West line of said
Lot 1 North 6341 39  East, 34.72 feet to a point on the arc of a non-tangent
471.00 foot radius curve to the right, a radial line bears South 6938 24  West
to said point; thence Northwesterly and Northerly along the arc of said curve
175.23 feet through a central angle of 2119 00  (the long chord bears North
0942 06  West, 174.22 feet); thence North 0057 24  East, 74.53 feet; thence
North 3027 20  East, 40.73 feet to a point on the East line of said Lot 1;
thence along said East line North 5932 40  West, 224.56 feet to an angle corner
therein; thence North 3802 00  West, 149.18 feet to the Southeast corner of
said Lot 2; thence along the East line of said Lot 2 North 0113 48  West,
736.01 feet to the point of beginning.



 

 







 

 

Burdened Property   Lot 17

A
tract of land being a portion of those lands conveyed to Schnitzer Investment
Corp. recorded September 22, 1972, in Book 883, Page 784, Multnomah County Deed
Records, and Lot 1, BURGARD INDUSTRIAL PARK, a duly recorded subdivision in
Section 35, Township 2 North, Range 1 West of the Willamette Meridian, in the
City of Portland, County of Multnomah and State of Oregon, described as
follows:

Commencing at the intersection of the Westerly extension of the South
line of said Section 35 with the Easterly Harborline of the Willamette River;
thence along said Harborline North 2553 30  West, 253.93 feet to the True Point
of Beginning of the herein described tract of land; thence South 8808 52  East,
1388.01 feet; thence parallel with the South line of said Section 35 South
8953 00  East, 1904.74 feet; thence North 6151 50  East, 396.75 feet to a
point on the Westerly right of way line of N. Burgard Road, 60.00 feet wide;
thence along said Westerly right of way line North 2247 26  West, 30.13 feet to
the Southeast corner of said Lot 1, BURGARD INDUSTRIAL PARK; thence continuing
along said Westerly right of way line North 2247 26  West, 58.26 feet; thence
leaving said Westerly right of way line South 6548 00  West, 223.00 feet;
thence South 7225 00  West, 190.41 feet; thence North 8953 00  West, 255.00
feet; thence South 8248 21  West, 357.00 feet to a point on the arc of a
non-tangent 433.00 foot radius curve to the left, a radial line bears South
1719 27  East to said point; thence Southwesterly and Westerly along the arc of
said curve 131.81 feet through a central angle of 1726 27  (the long chord
bears South 8123 46  West, 131.30 feet); thence North 8953 00  West, 321.47
feet to the beginning of a tangent 503.40 foot radius curve to the right; thence
along the arc of said curve 169.19 feet through a central angle of 1915 25
(the long chord bears North 8015 17  West, 168.40 feet) to the most Northerly
Southwest corner of said Lot 1, said corner being coincident with the most
Southerly corner of the Northwest Pipe Co. tract described in Recorder s Fee No.
98090513, said Deed Records, said corner also being on the arc of a tangent
332.50 foot radius compound curve to the right; thence along the Westerly line
of said Northwest Pipe Co. tract and along the arc of said curve 151.00 feet
through a central angle of 2601 12  (the long chord bears North 5736 59  West,
149.71 feet) to the beginning of a tangent 286.00 foot radius compound curve to
the right; thence along the arc of said curve 91.35 feet through a central angle
of 1818 02  (the long chord bears North 3527 22  West, 90.96 feet); thence
North 2618 21  West, 1240.30 feet to the Northwest corner of said Northwest
Pipe Co. tract; thence along the North line thereof North 8701 13  East, 262.63
feet to the Southwest corner of Lot 2, BURGARD INDUSTRIAL PARK; thence along
said West line North 0004 56  East, 427.10 feet; thence leaving the West line
of said Lot 2 North 9000 00  West, 2368.36 feet to a point on the Harborline on
the Easterly side of the Willamette River; thence along said Harborline South
2339 54  East, 186.68 feet to Harborline Point #17; thence South 2553 30
East, 1747.52 feet to the True Point of Beginning.



 

 







 

 

Schedule 3

Storm Drain Area






 

 







 

 

Schedule 4

Benefited Property

Benefited Property   Lot 1

(PART OF LOT 1, BIP)

A
tract of land being a portion of Lot 1, BURGARD INDUSTRIAL PARK, a duly recorded
subdivision in the Southeast 1/4 of Section 35, Township 2 North, Range 1 West
of the Willamette Meridian, City of Portland, County of Multnomah and State of
Oregon, being more particularly described as follows:

Beginning at the Southwest corner of said Lot 1, BURGARD INDUSTRIAL PARK;
thence along the West line of said Lot 1 North 0007 00  East, 52.32 feet to an
angle corner therein; thence North 6555 19  East, 777.00 feet; thence North
2618 21  West, 603.43 feet; thence leaving said West line of said Lot 1 North
6341 39  East, 34.72 feet to a point on the arc of a non-tangent 471.00 foot
radius curve to the right, a radial line bears South 6938 24  West to said
point; thence Northwesterly and Northerly along the arc of said curve 175.23
feet through a central angle of 2119 00  (the long chord bears North 0942 06
West, 174.22 feet); thence North 0057 24  East, 74.53 feet; thence North
3027 20  East, 40.73 feet to a point on the East line of said Lot 1; thence
along said East line South 5932 40  East, 108.50 feet to the beginning of a
tangent 150.00 foot radius curve to the left; thence along the arc of said curve
78.54 feet through a central angle of 3000 00  (the long chord bears South
7432 40  East, 77.65 feet); thence South 8932 40  East, 347.84 feet to an
angle corner in the East line of said Lot 1; thence along the East line of said
Lot 1 the following courses to wit:

South 0005 07  West, 50.00 feet;

North 8947 09  West, 117.53 feet;

North 0014 35  East, 4.03 feet;

North 8932 40  West, 256.82 feet;

South 0005 58  East, 118.01 feet;

North 6210 00  East, 10.26 feet;

South 8949 00  East, 5.82 feet;

South 6741 00  West, 162.52 feet;

South 2219 00  East, 20.00 feet;

North 6741 00  East, 158.54 feet;

South 8949 00  East, 584.97 feet to a point on a non-tangent 298.10 foot
radius curve to the right, a radial line bears North 5031 54  East to said
point; thence Southeasterly along the arc of said curve 3.10 feet through a
central angle of 0035 42  (the long chord bears South 3910 09  East, 3.10
feet); thence South 5107 37  West, 25.00 feet to a point on the arc of a
non-tangent 273.10 foot radius curve to the right, a radial line bears North
5107 42  East to said point; thence Southeasterly along the arc of said curve
46.11 feet through a central angle of 0940 25  (the long chord bears South
3402 05  East, 46.05 feet); thence South 2911 53  East, 314.62 feet; thence
North 6048 07  East, 55.00 feet; thence South 2911 53  East, 117.88 feet to
the beginning of a tangent 544.93 foot radius curve to the right; thence along
the arc of said curve 60.94 feet through a central angle of 0624 27  (the long
chord bears South 2559 39  East, 90.91 feet); thence South 2247 26  East,
331.92 feet to the Southeast corner of said Lot 1; thence along the South line
of said Lot 1 South 6151 50  West, 269.91 feet to the beginning of a tangent
485.00 foot radius curve to the right; thence along the arc of said curve 239.16
feet through a central angle of 2815 10  (the long chord bears South 7559 25
West, 236.74 feet); thence North 8953 00  West, 1166.33 feet to the point of
beginning.