Item No.               4d_attach 2 
Date of Meeting         November 22, 2016 
FIRST AMENDMENT TO 
PHASE II GROUND LEASE AGREEMENT 
THIS FIRST AMENDMENT TO PHASE II GROUND LEASE AGREEMENT (herein
"Amendment") dated as of November __, 2016 is made by and between PORT OF SEATTLE, a
Washington municipal corporation ("Landlord"), and DES MOINES CREEK BUSINESS PARK
PHASE II, LLC, a Delaware limited liability company ("Tenant"). 
RECITALS 
A.    Landlord and Tenant are parties to that certain Ground Lease Agreement dated as
of May 31, 2016, as memorialized by that certain Memorandum of Ground Lease dated as of
May 31, 2016 by and between Landlord and Tenant, recorded in the records of King County,
Washington, on June 6, 2016, as document number 20160606000794 (collectively, the "Ground
Lease"). 
B.    Landlord and Tenant desire to amend the Ground Lease as set forth herein. 
NOW, THEREFORE, for and in consideration of the above recitals, the agreements,
covenants and conditions herein contained, and other good and valuable consideration, the
receipt and adequacy of which are hereby acknowledged, Landlord and Tenant agree as follows: 
AGREEMENT 
1.  Section 24.1.3. Section 24.1.3 of the Ground Lease is hereby amended and restated in its
entirety to read as follows: 
No assignment, other than a Permitted Assignment or any assignment to which
Landlord has provided its consent pursuant to this Section 24, shall relieve Tenant
of any obligation under this Agreement, including Tenant's obligation to pay Base
Rent, Additional Rent or other amounts due hereunder. Any purported assignment
contrary to the provisions hereof without consent shall be void. The consent by
the Port to any assignment shall not constitute a waiver of the necessity for such
consent to any subsequent assignment or subletting. Notwithstanding the
foregoing, provided that an assignment is a Permitted Assignment or an
assignment to which Landlord has provided its consent pursuant to this Section
24, Tenant shall be released from all obligations of Tenant under this Agreement 
arising from and after the effective date of such assignment, including any
obligations to pay Base Rent, Additional Rent or other amounts due hereunder,
and from the performance of any of the covenants, representations or warranties
of Tenant under this Lease. 
2.  ROFO. The following provisions shall be added to the Ground Lease as new Section 26.20 
immediately following Section 26.19: 
26.20  Right of First Offer. 

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26.20.1      The Port, as Landlord, shall have a one-time right of first
offer to purchase Tenant's leasehold interest in the Property and fee interest in the
Project (collectively, the "Leasehold") during the period (the "ROFO Term")
commencing on the Commencement Date and ending on the third anniversary of
the Commencement Date. If, during the ROFO Term, Tenant elects to market the
Leasehold for sale, other than an Excluded Sale (defined below), then, prior to
listing, marketing or selling the Leasehold, Tenant shall notify Landlord of the
purchase price and any other terms which Tenant is willing to accept for the sale
of the Leasehold, as determined in Tenant's sole discretion ("Tenant's Notice").
Landlord shall have twenty (20) business days from receipt of Te nant's Notice
("Landlord's Response Period") to notify Tenant in writing of whether Landlord
(or an Affiliate of Landlord) elects to exercise its one-time right of first offer to
purchase the Leasehold on the terms contained in Tenant's Notice (the "ROFO") 
subject to approval by the Port Commission of the Port of Seattle ("Port
Commission"). If Landlord fails to notify Tenant whether it elects to exercise the
ROFO prior to the expiration of Landlord's Response Period, Landlord shall be
deemed to have declined to exercise the ROFO. Landlord's exercise of the ROFO
shall be irrevocable once approved by the Port Commission and delivered to
Tenant. 
26.20.2      If Landlord declines (or is deemed to have declined) to
exercise the ROFO, Landlord's ROFO and this Section 26.20shall immediately
terminate and Tenant shall be free to list, market and/or sell the Leasehold on any
terms in its sole discretion, but subject to Landlord's rights pursuant to Sections
24 and 25 of this Agreement. 
26.20.3      If Landlord notifies Tenant of its election to exercise the
ROFO during Landlord's Response Period, then Landlord (or its Affiliate) and
Tenant shall, within ten (10) business days of the day Landlord notifies Tenant of
its election to exercise the ROFO, use commercially reasonable efforts to
mutually agree on the definitive terms of a purchase and sale agreement (a
"PSA"), which shall include all of the terms proposed in Tenant's Notice, and
execute such PSA, which PSA shall provide that the sale shall close within thirty
(30) days following execution of such PSA or on such other date mutually agreed
to by the parties. Pursuant to the PSA, (i) all closing costs will be allocated in
accordance with local standards and customs; (ii) each party shall be responsible
for any commissions or other costs due any broker engaged by such party; and
(iii) the mutually agreed upon purchase price shall not be reduced by implied
broker commissions or any other imputed offsets. If Landlord (or its Affiliate)
and Tenant are unable to reach agreement, execute, or close upon the PSA within
the timeframes set forth above, then the ROFO and this Section 26.20 shall
terminate and Tenant may list, market and/or sell the Leasehold with no further
obligation to Landlord with respect to the ROFO, but subject to Landlord's rights
pursuant to Sections 24 and 25 of this Agreement. 

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26.20.4      TIME IS OF THE ESSENCE WITH REGARD TO EACH
AND EVERY OBLIGATION OF LANDLORD CONTAINED IN THIS
SECTION. 
26.20.5      The ROFO shall be personal to the Port (and its Affiliates),
and any and all rights of Landlord with respect to the ROFO and/or this Section
26.20 shall terminate if the Port (or an Affiliate of Port) is no longer the Landlord
under this Agreement. For the avoidance of doubt, after the expiration of the
ROFO Term, the ROFO and this Section 26.20 shall terminate and Tenant shall
have no obligation to notify Landlord prior to listing, marketing and/or selling the
Leasehold. 
26.20.6      Notwithstanding anything to the contrary in this Section,
Landlord's ROFO as provided herein shall not apply to (i) any Permitted
Assignment or Permitted Sublease, (ii) any sale or assignment to an Affiliate of
Tenant, MetLife, or any fund or entity managed by MetLife or any Affiliate of
MetLife, (iii) any foreclosure, deed in lieu of foreclosure or other exercise of
remedies by a Leasehold Mortgagee, or (iv) the first subsequent sale of the
Leasehold by any Leasehold Mortgagee or Foreclosure Purchaser (each an
"Excluded Sale"). 
3.  Effect of Amendment. Except as provided in this Amendment, all other terms, conditions
and provisions of the Ground Lease remain unchanged and shall continue in full force and
effect as set forth in the Ground Lease. 

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IN WITNESS WHEREOF, the parties hereto have caused their duly authorized
representatives to execute this Amendment as of the date set forth above. 

LANDLORD: 
PORT OF SEATTLE, 
a Washington municipal corporation 
By: ________________________________ 
Name: ________________________________ 
Its: ________________________________ 

TENANT: 
DES MOINES CREEK BUSINESS PARK PHASE II, LLC, 
a Delaware limited liability company 
By:   DMCBP Phase II Venture, LLC, 
a Delaware limited liability company, 
Sole Member 
By:   PDC DMCBP, LLC, 
a Delaware limited liability Company, 
Managing Member 
By:   PDC Seattle LLC, 
a Delaware limited liability company, 
Manager 
By: ________________________________ 
Bart Brynestad, 
Local Partner 





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