PORT OF SEATTLE 
MEMORANDUM 
COMMISSION AGENDA                      Item No.         5d 
ACTION ITEM 
Date of Meeting     September 24, 2013 
DATE:     September 16, 2013 
TO:        Tay Yoshitani, Chief Executive Officer 
FROM:    James R. Schone, Director, Aviation Business Development 
James Jennings, Manager, Aviation Properties 
SUBJECT:  Seventh Amendment to Ground Lease with AMB/AFCO Cargo SEA LLC 
ACTION REQUESTED 
Request Commission authorization for the Chief Executive Officer to execute a Seventh
Amendment to Ground Lease with AMB/AFCO Cargo SEA LLC ("Lessee"), substantially in the
form attached, to reflect a reduction of leased premises in lieu of the lease termination that was
authorized by the Commission on September 25, 2012. 
SYNOPSIS 
The Cargo 2 Hardstand Expansion Project that was approved by the Commission on September
25, 2012, impacts the premises that are the subject of this lease. In accordance with the terms of
the lease, staff advised the tenant the Port would be terminating the lease in advance of its natural
expiration effective October 3, 2013.  Given that the project does not affect the entirety of the
premises that are the subject of the lease, Lessee requested the Port amend the lease to reduce the
premises, rather than executing a full lease termination.  With Commission approval, we will
amend the lease, which will decrease the Port's required lease buyout amount, as well as
maintain the revenue stream associated with the rent from the remaining premises. 
BACKGROUND 
On September 25, 2012, Commission approved the Cargo 2-West Hardstand Expansion Project
(CIP #C800247) to support the Port's accommodation of larger cargo aircraft on order by our
tenants, such as the 747-8F aircraft, in accordance with the Port's Century Agenda goal of
tripling air cargo volume within 25 years.  This approval included the termination of the lease
with AMB/AFCO Cargo SEA LLC in accordance with the lease's early termination provision
that  stipulated  the  lease  may  be  terminated  with one year's notice for a major capital
improvement.  On October 2, 2012, Port staff issued a notice of termination for the lease,
effective at 12:01 a.m. on October 3, 2013. 
Upon receipt of the termination notice, Lessee requested an amendment to retain the portions of
the premises not impacted by the project. Port staff and Lessee negotiated in this regard, and are
proposing to amend the lease to: (1) reduce the premises, (2) expand the Port's secondary user
rights to the Cargo 1 Hardstand area (Lease Area B on the attached Exhibit A-3), and (3)

Template revised May 30, 2013.

COMMISSION AGENDA 
Tay Yoshitani, Chief Executive Officer 
September 16, 2013 
Page 2 of 3 
memorialize the Port's payment of $544,432.51 to buy out Lessee's interest in the portions of the
premises being deleted. 
LEASE SUMMARY COMPARISON 
Below is a comparison of the key business terms of the current lease and amended lease.
Pre Termination      Current Lease Terms   Proposed Amended
Lease Terms                                Lease Terms 
Term            12/1/1987           N/A                 No change 
11/30/2017, plus two
(2) 5-year renewal
options 
Square Footage    446,457 SF + 37,643   0 SF                   226,837 SF + 37,682 SF
SF easement                                   easement 
Annual Rent      $595,557             $0                    $314,467 
Buyout           N/A                 $1,196,097             $544,433 

FINANCIAL IMPLICATIONS 
Revenue to the Port  The current lease premises contributes $595,557 of annual revenue to the
Port.  Under the amended lease, the future premises will contribute $314,467 of annual revenue
to the Port for the remaining four years of the lease.  This continued partial stream of revenue
was not anticipated, so will be reflected as an increase in anticipated future revenue. 
Buyout of Lease Improvements  The Commission originally authorized up to $1,580,000 to
buyout the lease as part of its approval of the Cargo 2-West Hardstand Expansion Project 
(C800247), but with the revised partial premises reflected in this amendment, the Port's buyout
payment will be $544,432.51. This is a  savings of $1,035,567.49 in anticipated capital project
costs. 
STRATEGIES AND OBJECTIVES 
Authorizing staff to execute this amendment supports the Port's Century Agenda objective of
tripling air cargo volume to 750,000 metric tons by positioning the Airport to be able to
adequately serve larger cargo aircraft. 
ALTERNATIVES AND IMPLICATIONS CONSIDERED 
Alternative 1)  Do nothing.  The Lease will terminate as of October 3, 2013, in accordance
with prior Commission action.  This would require an additional $651,664 of the previously
authorized buyout budget and leave the Port subject to an unknown revenue stream. This is not
the recommended alternative.

COMMISSION AGENDA 
Tay Yoshitani, Chief Executive Officer 
September 16, 2013 
Page 3 of 3 
Alternative 2)  Authorize staff to execute the Seventh Amendment to Ground Lease. This will
result in a lease buyout amount lower than what has been authorized, as well as maintain a
portion of the existing revenue stream from this lease. This is the recommended alternative. 
ATTACHMENTS TO THIS REQUEST 
Seventh Amendment to Ground Lease 
Diagram of revised leasehold (Exhibit A-3 pages 1 and 2) 
Diagram of Existing leasehold 
PREVIOUS COMMISSION ACTIONS OR BRIEFINGS 
September 25, 2012  Commission authorized staff to terminate this lease in support of
the Cargo 2 Hardstand Expansion Project.