9/9/14 LDC

LEASE AGREEMENT
Between
PORT OF SEATTLE
and
LDC
WASHINGTON LLC








150318v2

TABLE OF CONTENTS

Page
SECTION 1 : DEFINITIONS ......................................................................................................... 1 
SECTION 2 : LEASE OF PROPERTY; CONDITION AND USE OF PROPERTY ................... 2 
SECTION 3 : TERM ...................................................................................................................... 3 
SECTION 4 : RENT ....................................................................................................................... 3 
SECTION 5 : BOND OR OTHER SECURITY ............................................................................. 6 
SECTION 6 : USE .......................................................................................................................... 6 
SECTION 7 : UTILITIES ............................................................................................................... 8 
SECTION 8 : ALTERATIONS; OWNERSHIP OF CERTAIN INSTALLATIONS .................... 8 
SECTION 9 : REPAIR AND MAINTENANCE; COMPLIANCE WITH LAWS ....................... 8 
SECTION 10 : REAL AND PERSONAL PROPERTY TAXES .................................................. 9 
SECTION 11 : INDEMNITY AND INSURANCE ....................................................................... 9 
SECTION 12 : ENVIRONMENTAL STANDARDS .................................................................. 13 
SECTION 13 : DAMAGE OR DESTRUCTION ......................................................................... 15 
SECTION 14 : CONDEMNATION ............................................................................................. 16 
SECTION 15 : SURRENDER AND HOLDING OVER ............................................................. 16 
SECTION 16 : DEFAULT ........................................................................................................... 17 
SECTION 17 : EASEMENTS ...................................................................................................... 18 
SECTION 18 : NO WAIVER; LANDLORD'S RIGHT TO PERFORM .................................... 19 
SECTION 19 : ASSIGNMENT AND SUBLETTING ................................................................ 19 
SECTION 20 : MISCELLANEOUS ............................................................................................ 21 
SECTION 21 : SIGNATURES ..................................................................................................... 23 
SECTION 22 : ACKNOWLEDGMENTS ................................................................................... 24 








LDC Washington LLC Lease No. NEW
Rev. 9/4/14 
i

LEASE AGREEMENT
THIS LEASE AGREEMENT (the "Agreement") is made as of this 1st day of November,
2014, by and between the PORT OF SEATTLE, a Washington municipal corporation, hereinafter
called the "Port," and LDC WASHINGTON LLC, a Delaware limited liability company,
hereinafter called "Lessee."
For and in consideration of the mutual promises, covenants and conditions hereinafter set
forth, the parties agree as follows:
SECTION 1: DEFINITIONS
The following terms shall have the meanings specified in this Section, unless otherwise
specifically provided. Other terms may be defined in other parts of the Agreement.
1.1    Agreement. "Agreement" shall mean and refer to this agreement, together with the
Exhibits and all agreements supplemental to or modifying this Agreement.
1.2    Agreement Year. "Agreement Year" shall mean and refer to each year during the
Term of this Agreement, beginning with the first day of the first full month to begin after the
Commencement Date or, in the event the Commencement Date is the first day of a month, then
beginning on the Commencement Date.
1.3    Alteration. "Alteration" shall have the meaning set forth in SECTION 8 below.
1.4    Authorities. "Authorities" shall mean and refer to the United States, State, County,
City, or other local governmental or quasi-governmental authorities, or any department, office, or
agency of the foregoing now existing or hereafter created.
1.5    Base Rent. "Base Rent" shall have the meaning set forth in Section 4.2 below.
1.6    Business Day. A "Business Day" shall mean all days except Saturdays, Sundays,
and Washington state public or bank holidays.
1.7    Commencement Date. "Commencement Date" is the date of execution of this
Agreement as set forth in the first paragraph above.
1.8    Crop Year. "Crop Year" shall mean and refer to the twelve-month period from
September 1 of one calendar year and August 31 of the next calendar year.
1.9    Default Rate. "Default Rate" shall mean and refer to 12% per annum or the
maximum interest rate permitted by law for this transaction in the State of Washington, whichever
is less.
1.10   Environmental Laws. "Environmental Laws" shall mean and refer to any and all
Legal Requirements relating to the protection of human health and the environment.
1.11   Event of Default. "Event of Default" shall have the meaning set forth in Section
16.1 below.
1.12   Hazardous Substance. "Hazardous Substance" shall mean and refer to any
hazardous or toxic substance, material or waste, including, but not limited to, those substances,
materials, and wastes listed in the United States Department of Transportation Hazardous
Materials Table (49 C.F.R. 172.101) or by the United States Environmental Protection Agency as
hazardous substances (40 C.F.R. Part 302 and amendments thereto), petroleum products and their
derivatives, and such other substances, materials and wastes as are or become regulated or subject
to cleanup authority by any Authorities under any Environmental Laws.
1.13   Legal Requirements. "Legal Requirements" shall mean and refer to all laws,
statutes and ordinances including building codes and zoning regulations and ordinances and the
orders, rules, regulations and requirements (whether now or hereafter in effect) of all Authorities,
which may be applicable to or have jurisdiction over the Premises, and all requirements,
obligations and conditions of all instruments of record on the date of this Agreement.
LDC Washington LLC Lease No. NEW
Rev. 8/26/14                                  1

1.14   Lessee. "Lessee" shall mean LDC Washington LLC, whose address for purposes of
notices is 955 Alaskan Way W., Seattle, Washington, with a copy to Louis Dreyfus Commodities
LLC, 40 Danbury Road, Wilton, CT 06897, Attention: Chief Legal Officer.
1.15   Lessee's Operations. "Lessee's Operations" shall mean and refer to all operations of
Lessee in the conduct of Lessee's maintenance and operation of a grain terminal facility, and
activities incidental thereto, on or about the Premises.
1.16   Notice of Default. "Notice of Default" shall mean and refer to written notice of any
Event of Default to Lessee. Such notice, for all purposes, shall be in lieu of, and not in addition to,
any notice required as a prerequisite to an unlawful detainer or similar action for possession of the
Premises.
1.17   Permitted Encumbrances. "Permitted Encumbrances" means, as of the date of this
Agreement, any and all encumbrances of record [together with such matters that would be
disclosed by a detailed inspection and/or survey of the Premises] and any amendments to existing
encumbrances or additional encumbrances to the extent same are created by the Port with the
consent of Lessee pursuant to SECTION 17 below.
1.18   Port. "Port" or "the Port" shall mean and refer to the Port of Seattle, whose street
address for purposes of notice is Pier 69, 2711 Alaskan Way, Seattle, Washington 98121,
Attention: Property Manager, Terminal 86, and whose mailing address for purposes of notice is
P.O. Box 1209, Seattle, Washington 98111, Attention: Property Manager, Terminal 86.
1.19   Port Management Agreement. "Port Management Agreement" shall mean and refer
to that certain Port Management Agreement No. 22-080031 between the State of Washington,
through the Department of Natural Resources, and the Port and any similar agreement executed by
those parties for the period following the expiration of the current Port Management Agreement. A
copy of the current Port Management Agreement is attached hereto as Exhibit C.
1.20   Premises. "Premises" shall mean and refer to the parcel of land legally described on
Exhibit A hereto together with all improvements thereon, subject to the Permitted Encumbrances.
An aerial photo of the Premises is attached hereto as Exhibit B. The Premises consists of
approximately 724,785 square feet of land area and approximately 277,567 square feet of
submerged land area commonly referred to as Terminal 86 grain terminal.
1.21   Rent. "Rent" shall mean and refer collectively to sums denominated as either Base
Rent, Tonnage Rent (as defined in Section 4.3), Minimum Rent (as defined in Section 4.5), or any
such other sums or charges otherwise payable by Lessee to the Port under the terms of this
Agreement. Failure by Lessee to pay any sum denominated as Rent shall entitle the Port to pursue
any or all remedies specified in this Agreement as well as remedies specified in RCW Chapter
59.12 or otherwise allowed by law.
1.22   Security. "Security" shall have the meaning set forth in Section 5.1 below.
1.23   State-Owned Aquatic Lands. "State-Owned Aquatic Lands" shall mean and refer to
that portion of the Premises owned by Washington State and managed by the Port pursuant to the
Port Management Agreement. The State-Owned Aquatic Lands are reflected on Exhibit A and
generally depicted on Exhibit B hereto.
SECTION 2: LEASE OF PROPERTY; CONDITION AND USE OF PROPERTY
2.1    Agreement. Subject to the provisions, covenants and agreements contained in this
Agreement, the Port hereby leases to Lessee, and Lessee hereby leases from the Port the Premises
for the Term.
2.2    Access Road. The Port further licenses to Lessee (for use by Lessee, its agents,
consultants, officers, suppliers, partners, customers, guests, employees, licensees and invitees), and
Lessee hereby licenses from the Port, the right to use the public/common access road shown on
Exhibit B (as it may be re-routed from time-to-time), reserved to the Port by the Amended and
Restated Reciprocal Easement Agreement dated May 11, 2011, by and between the Port and
Immunex Corporation, attached hereto as Exhibit D.

LDC Washington LLC Lease No. NEW
Rev. 8/26/14                                  2

2.3    Condition and Use of Premises. Lessee is fully familiar with the physical condition
of the Premises, has received the same in good order and condition, and accepts it in its present
condition. Lessee may use the Premises for the uses set forth in Section 6.1 hereof.
2.4    Port Management Agreement. This Agreement is subject and subordinate to the
provisions of the Port Management Agreement between the Port and the Washington Department
of Natural Resources, attached as Exhibit C and incorporated by this reference. In the event that
the Port Management Agreement expires or terminates with respect to any portion of the Premises
prior to the expiration or termination of this Agreement, this Agreement shall not be affected
thereby except that, as to such portion of the Premises, this Agreement shall remain in full force
and effect with the Department of Natural Resources, State of Washington, as lessor hereunder.
2.5    License for Access. The Port, for itself and its successors and assigns, grants to
Lessee an irrevocable license for reasonable ingress and egress from and to the Premises on
established roadways and sidewalks. The Port may relocate, reconstruct or modify the location of
such ingress and egress only upon receipt of the prior written consent of Lessee, which consent
shall not be unreasonably withheld; provided, however, that it will be deemed reasonable for
Lessee to withhold consent, without limitation, if such change would cause the Lessee to have to
relocate any Improvements or any operations on the Premises .
2.6    Rights Reserved to the Port. Lessee acknowledges that Lessee's right to utilize the
Premises shall at all times be subject to the Port's reserved right described in SECTION 17 and
20.5.
2.7    Quiet Enjoyment. The Port covenants that Lessee shall peaceably and quietly have
possession and enjoyment of the Premises in accordance with and subject to the terms of this
Agreement during the Term without hindrance or molestation by the Port or any persons claiming
by or under the Port.
SECTION 3: TERM
3.1    Term. The Term of this Agreement shall commence on the Commencement Date
and shall extend for a period of twenty (20) years from the Commencement Date. If the
Commencement Date falls other than on the first day of a calendar month, then the Term of this
Agreement shall extend and continue for a period of twenty (20) years from the first day of the
calendar month next following such Commencement Date.
3.2    Option to Extend. If Lessee is in compliance with the terms and conditions of this
Agreement as of the date Lessee gives notice of its renewal exercise, Lessee has, upon written
notice to the Port given not less than one (1) year or more than two (2) years in advance of
expiration of the initial (or extended ) Lease Term, the option to renew this Agreement for two (2)
additional ten (10) year term(s).
SECTION 4: RENT
4.1    Payment of Base Rent. The Base Rent shall be paid in advance on the first day of
each and every month during the Term to the Port without any prior demand therefor and without
any abatement, deduction or setoff whatsoever. If the Term commences on any day other than the
first day of a calendar month, Base Rent for any fractional month shall be prorated based upon the
actual number of days in such fractional month.
4.2    Base Rent. For the first Agreement Year the base rent ("Base Rent") shall be the
sum of FIFTY THOUSAND 00/100 DOLLARS ($50,000.00) per month. The Base Rent shall be
subject to adjustment as set forth below.
4.2.1      Adjustments to Base Rent. The Base Rent stated in Section 4.2 shall be
adjusted at the end of every five (5) Agreement Years effective the first day of the next Agreement
Year by increasing the Base Rent by an amount equal to the product of (i) the Base Rent for such
five year period times (ii) the lesser of (x) the percentage increase to the Consumer Price Index for
All Urban Consumers, West Region, all items, as published for the month of October by the
United States Department of Labor, Bureau of Labor Statistics for the previous five year period,
or, at the Port's option, the percentage increase for the previous five year period to the Seattle-
Tacoma-Bremerton Area (19824= 100) (the "CPI"), and (y) ten percent (10%). If the CPI is not
LDC Washington LLC Lease No. NEW
Rev. 8/26/14                                  3

published for any month pertinent to such calculation, the percentage adjustment shall be
calculated with reference to the most recent month for which the CPI has been published. If the
CPI is discontinued or revised during the applicable term, the Port may use such other government
index or computation with which it is replaced in order to obtain substantially the same results as
would be obtained if the CPI had not been discontinued or revised. The Base Rent will never be
reduced, even in the event of decreases in the CPI.
4.3    Tonnage Rent. In addition to the Base Rent, Lessee shall pay the Port tonnage rent
based upon the total number of bushels of grain converted to metric tons, exported monthly
through the leased Premises (the "Tonnage Rent"). The monthly Tonnage Rent will be calculated
using the corresponding fee in metric tons based upon the total number of bushels of grain
exported through the leased Premises (the "Tonnage Fee"). The Tonnage Fee is established as
follows:
Total Volume for Year [Million Bushels]          Tonnage Fee Rate
Equal to or Greater Than            Less Than                [Per Metric Ton]
0                   70                   $0.44
70                  80                   $0.55
80                  90                   $0.88
90                  100                  $0.90
100                 110                  $0.94
110                 120                  $0.96
120                 130                  $0.99
130                 140                  $1.02
140                 150                  $1.05
150                 230                  $1.10
$1.10 on the first 230 million bushels,
230               and over
and $0.50 per metric ton thereafter
4.3.1      The Tonnage Fee rate above will apply to the total cumulative bushels
of grain exported through the leased Premises in a given Agreement Year (except as specifically
set forth above for bushels over 230 million). For example, if the total bushels are equal 100
million in a given year, then the Tonnage Fee rate will be equal to $0.94 per metric ton for all 100
million bushels.
4.3.2      Tonnage Fees for different grains will be based on the bushel volumes
described in the table in Section 4.3. The Tonnage Fees for corn, soybeans, and other grains such
as wheat, barley, sorghum, etc., are also subject to the Tonnage Fee table, but with the bushel
weight conversion factor determined by the table below. The following table illustrates the
conversion factor by which the Port will convert export volumes to metric tons and calculate a
tonnage rate for use in calculating and billing the monthly Tonnage Rent.
Conversion Factors
Corn           Soybeans        Other Agricultural Commodities
Bushels Metric Equivalent      Bushels Metric Equivalent         Applicable Bushels Metric Equivalent 
As published by the United States Department of Agriculture
1 bushel = 0.0254013 metric ton  1 bushel = 0.0272155 metric ton  ("USDA") or, if not available from USDA, then as published
by source agreed upon between the Parties.
As published by the USDA, or, if not available from USDA,
1 metric ton = 39.368 bushels    1 metric ton = 36.7437 bushels
then as published by source agreed upon between the Parties
4.3.3      Tonnage Fee Forecast and Process for Billing Tonnage Rent. For
purposes of billing the applicable Tonnage Fee, the Lessee will provide the Port a written report
based on Lessee's Crop Year forecast on or before August 20 of each Agreement Year to
determine the Tonnage Fee to apply to the forthcoming Crop Year period. At the end of each Crop
Year period, the billing for that one-year Crop Year period will be reconciled by Lessee based on
the actual total volume exported through the Premises. If the actual total volume exported during
the Crop Year period was greater than the volume used to determine the monthly Tonnage Fee
billing rate for that same year, then Lessee will remit the balance due to the Port within sixty (60)
days after the end of that Crop Year. If the actual Crop Year volume is less than the volume used
to determine the monthly Tonnage Fee billing rate for that Crop Year period, then the Port will
credit Lessee's account for the overpaid balance within sixty (60) days after the end of the Crop
Year period and apply same to the next Rent coming due until such credit has been applied in full.

LDC Washington LLC Lease No. NEW
Rev. 8/26/14                                  4

4.3.4      Adjustments to Tonnage Rent. The Tonnage Fee will be adjusted
effective in Agreement Year seven (7), and annually thereafter, such that each Tonnage Fee rate
will be increased by an amount equal to two percent (2.0%) of the Tonnage Fee rate in effect for
the prior Agreement Year for the respective volume range as defined above.
4.4    Billing Process. Lessee shall submit to the Port a written report with information
regarding terminal export activity showing for each calendar month the name(s) (or other
identification) of vessels and barges loaded, and for each the type and amount of grain loaded and
the dates loaded ("Activity Data"). This Activity Data report shall be submitted monthly within
ten (10) Business Days from the end of the month. The Port will generate invoices based on the
Activity Data and payment will be due within ten (10) business days from receipt by Lessee.
4.4.1      Right to Audit. The Port may inspect and audit, through its employees
or representatives, Lessee's records regarding Activity Data ("Records"), which Records shall be
limited to bills of lading, masters' receipts, and daily activity reports. Lessee shall make the
Records readily available for such examination. The Port may undertake such inspection and/or
audit at any reasonable time and from time to time not more than once per calendar year providing
Lessee with at least 10 Business Days' notice, and during Lessee's normal business hours. In the
event the Records are not maintained in the Puget Sound region, they shall be made available for
audit locally within ten (10) Business Days of a request by the Port.
4.4.2      Right to Copy Lessee's Records. The Port or its representatives shall
have the right to copy any and all Records at the Port's sole expense.
4.5    Minimum Rent. Subject to force majeure as set forth in Section 20.2 below, if in
any Agreement Year, the sum of the Base Rent and Tonnage Rent payable to the Port by the
Lessee for the aggregate of all months in that Agreement Year is less than ONE MILLION EIGHT
HUNDRED AND 00/100 DOLLARS ($1,800,000) ("Minimum Rent"), Lessee shall pay the Port
an amount equal to such difference within sixty (60) days after the end of the Agreement Year.
4.5.1      Adjustments to Minimum Rent. The Minimum Rent stated in Section
4.5 above shall be adjusted at the end of every five (5) Agreement Years effective the first day of
the next Agreement Year by increasing the Minimum Rent by an amount equal to the product of
(i) the Minimum Rent for such five year period times (ii) the lesser of (x) the percentage increase
to the Consumer Price Index for All Urban Consumers, West Region, all items, as published for
the month of October by the United States Department of Labor, Bureau of Labor Statistics for the
previous five year period, or, at the Port's option, the percentage increase for the previous five year
period to the Seattle-Tacoma-Bremerton Area (19824= 100) (the "CPI"), and (y) ten percent
(10%). If the CPI is not published for any month pertinent to such calculation, the percentage
adjustment shall be calculated with reference to the most recent month for which the CPI has been
published. If the CPI is discontinued or revised during the applicable term, the Port, at its sole
option, may use such other government index or computation with which it is replaced in order to
obtain substantially the same results as would be obtained if the CPI had not been discontinued or
revised. The Base Rent will never be reduced, even in the event of decreases in the CPI.
4.6    Remittance Address. Any and all payments due to the Port by Lessee shall be
remitted to the following address: Port of Seattle, P. O. Box 1209, Seattle, WA 98111, or at such
other place as the Port may direct in writing.
4.7    Late Payment. If any portion of the Base Rent and Tonnage Rent is not received by
the Port within ten (10) calendar days following written notice from the Port regarding the
deficiency, Lessee shall pay to the Port a late payment charge equal to $1,000 in addition to the
installment of Rent then owing, regardless of whether or not a Notice of Default has been given by
the Port. In addition, if such delinquent payment of Rent and late charge are not received within
fifteen (15) days of when such delinquent payment of Rent was originally due, Lessee shall further
pay interest on such delinquent payment of Rent and late charge thereafter at the Default Rate.
The Port and Lessee recognize that the damages which the Port will suffer as a result of Lessee's
failure to timely pay Rent are difficult or impracticable to ascertain, and agree that said interest and
late charge are a reasonable approximation of the damages that the Port will suffer in the event of
Lessee's late payment. This provision shall not relieve Lessee from payment of Rent at the time
and in the manner herein specified. Acceptance by the Port of any such interest and late charge

LDC Washington LLC Lease No. NEW
Rev. 8/26/14                                  5

shall not constitute a waiver of Lessee's default with respect to said overdue amount, nor shall it
prevent the Port from exercising any other rights or remedies available to the Port.
4.8    Disputed Amounts. In the event that Lessee disputes any amounts of Rent claimed
by the Port to be due under the Lease and the parties are unable to resolve such dispute, either
party may refer such dispute to binding arbitration in accordance with the provisions of the
Commercial Arbitration Rules of the American Arbitration Association, as amended from time to
time, and such arbitration shall be held in Seattle, Washington.
SECTION 5: BOND OR OTHER SECURITY
5.1    Security. Lessee shall, upon execution of this Agreement, file with the Port a good
and sufficient corporate surety company bond or other security (hereinafter referred to as the
"Bond") in accordance with the provisions of the laws of the State of Washington to secure the full
performance by Lessee of all terms and conditions of this Agreement, including the payment by
Lessee of all amounts now or hereafter payable to the Port during the full term hereof. The form
and provisions of the Bond, and the identity of the surety thereon, shall be subject to the sole
approval of the Port. The amount of the Bond shall be based upon the monthly total minimum
Payment hereunder and determined in accordance with the laws of the State of Washington as
implemented by Port policy and shall be adjusted as required by said laws or policies or increases
in Payment due to renegotiation. If Lessee fails to provide a bond or fails to adjust the amount of
the Bond, Lessee shall be considered in default hereunder, and subject to the Port's rights under
SECTION 16 "Defaults" below. No future amendment or extension to this Agreement shall be
effective until the surety or insurer has given its consent thereto and the amount of the Bond has
been adjusted as required. The bond may provide for termination on the anniversary date thereof
upon not less than one (1) year's written notice to the Port if the Agreement is not in default at the
time of said notice. In the event of any such termination, Lessee shall obtain a new Bond, also
subject to the Port's sole approval, to replace the Bond being so terminated to be effective on or
before the date of termination. Lessee may, in lieu of a Bond, provide a guaranty from an affiliate
of Lessee, having a net worth of not less than $250,000,000, in the form attached hereto as
Exhibit E. Lessee shall have the right to substitute the guaranty at any time during the term of the
Agreement for a guaranty in substantially the same form by any affiliate of Lessee having a net worth
of no less than $250,000,000 and, in such event, the Port will release the prior guarantor. The Port
agrees that the above guaranty constitutes security satisfactory to the Port in accordance with R.C.W.
53.08.085. 
SECTION 6: USE
6.1    Use of Premises. Lessee may use the Premises solely for the storage, handling,
loading and unloading of grain and other agricultural commodities in connection with the export of
same, as well as for activities directly related to the authorized use, and shall not use them for any
other purpose without the prior written consent of the Port. In the event Lessee is prohibited from
using the Premises for the above use, or same is made impracticable due to changes in Legal
Requirements, reduced rail service (not within Lessee's control), or for any other reason outside of
Lessee's control, Lessee may, at Lessee's option, terminate this Agreement upon one year's prior
written notice to the Port; provided, however, in order to exercise its termination right, Lessee
must demonstrate to the Port's reasonable satisfaction that Lessee's operations at the Premises will
be adversely affected to a significant degree over the remaining Agreement term. The Parties
agree that as an example only and without in any way limiting the foregoing, in the event of
restrictions on rail service to the Facility outside of Lessee's control such that Lessee will have the
ability to receive and unload fewer than two full trains per day and such reduction in service is
reasonably expected to last for a significant period of time, then Lessee shall have the right to
terminate as set forth above.
6.2    General Standards Regarding Use.
6.2.1      Lessee shall occupy and use the entire Premises for the purpose set
forth in Section 6.1 in a manner consistent with commonly accepted grain business practices
continuously during the entire Term of this Agreement, with the exception of temporary closures
for such periods as may be customary or necessary for seasonal or commercial temporary shut
downs, capital improvements, repairs or redecorating or for reasons beyond Lessee's reasonable
control.

LDC Washington LLC Lease No. NEW
Rev. 8/26/14                                  6

6.2.2      Lessee shall not use or occupy or permit the Premises or any part
thereof to be used or occupied, in whole or in part, in a manner which would: (i) violate any
present or future Legal Requirements, (ii) violate any of the covenants, agreements, provisions and
conditions of this Agreement, (iii) violate the certificate of occupancy then in force with respect
thereto, (iv) subject to Lessee's right to use the Premises in accordance with Section 6.1 above, as
will constitute a public or private nuisance, or (v) subject to Lessee's right to use the Premises in
accordance with Section 6.1 above, interfere or disrupt the operations or tenancies of any other
Port tenants.
6.3    Lessee shall not conduct or permit to be conducted without the prior written consent
of the Port, any auction, fire, bankruptcy, "going out of business" or other distress sales of any
nature upon or from the Premises, whether voluntary, involuntary, pursuant to any assignment for
the payment of creditors, or pursuant to any bankruptcy or other insolvency proceeding, unless
ordered by a court of competent jurisdiction.
6.4    Continuing Compliance. Throughout the term of this Agreement, Lessee shall, at its
own cost and expense, promptly and diligently observe and comply with: (i) all Legal
Requirements (including, without limitation, those relating to Environmental Laws); (ii) all
applicable rules and regulations of the Port of general application pertaining to the building or
other realty of which the Premises are a part now in existence or hereafter promulgated for the
general safety and operation of the Port, its various tenants, invitees, licensees and the general
public; and (iii) all permits, licenses, franchises and other authorizations required for Lessee's use
of the Premises or any part thereof. Lessee shall comply with each of these whether or not they are
now in force or at any time in the future may be passed, enacted, or directed.
6.5    Terminal Security.
6.5.1      Without limiting the generality of either Section 6.2 or 6.1, Lessee shall
comply at all times with all local, state and federal laws, rules and regulations relating to homeland
security ("Security Laws") applicable to the Premises or any larger facility of which the Premises
are a part. If the Premises, either directly or as a result of its location within a larger Port facility,
are subject to a government-required security plan ("Security Plan"), Lessee will fully and
promptly comply with the Security Plan. To the extent the Port has the ability to comment on or
impact any Security Laws or Security Plan, Lessee will have the opportunity to comment and
participate in the decision making process. Lessee shall be solely responsible for all of its costs of
complying with any applicable Security Laws or Security Plan as well as any fines or penalties
incurred (whether by Lessee or the Port) to the extent resulting from Lessee's failure to comply
with such Security Laws or Security Plan; provided, however, that the Port shall coordinate among
its tenants to facilitate prudent planning of required improvements or services.
6.5.2      Lessee shall not  without the Port's separate, express written
agreement  undertake any activities or handle any cargo, other than activities conducted or cargo
permitted under Section 6.1 above or as currently conducted or handled by Lessee on the
Commencement Date, that would either: (i) subject the Premises, or any larger facility of which
the Premises are a part, to any Security Laws to which it is not already then-subject, or (ii) require
the adoption of, or any material modification to, a Security Plan applicable to the Premises, or any
larger facility of which the Premises are a part (together, "Additional Security Requirement"). In
addition to its own costs of complying with any Additional Security Requirement, Lessee shall
further be responsible to the Port for any costs it incurs in complying with any Additional Security
Requirement or any fines or penalties incurred as a result of its failure to implement, or comply
with, such Additional Security Requirement.
6.6    Signs. No signs or other advertising matter, symbols, canopies or awnings shall be
attached to or painted on or within the Premises, including the walls, windows and doors thereof,
without the prior written approval of the Port. At the termination or sooner expiration of this
Agreement, all such signs, advertising matter, symbols, canopies or awnings attached to or painted
by Lessee shall be removed by Lessee at its own expense, and Lessee shall repair any damage or
injury to the Premises and correct any unsightly condition caused by the maintenance and removal
of said signs.


LDC Washington LLC Lease No. NEW
Rev. 8/26/14                                  7

SECTION 7: UTILITIES
7.1    Utilities. Lessee shall be liable for and shall pay throughout the term of this
Agreement, all charges for all utility services furnished to the Premises, including, but not limited
to, light, heat, electricity, fire alarm monitoring, surface water management, natural gas, water,
sewerage, recycling, garbage disposal and janitorial services. Lessee has the right to choose the
providers of such utility services and negotiate the rates for such services. In the event that the
Premises are part of a building or part of any larger premises to which any utility services are
furnished on a consolidated or joint basis, Lessee agrees to pay to the Port Lessee's pro rata share
of the cost of any such utility services, specifically including a reasonable cost associated with
management of such utility services. Lessee's pro rata share of any such services may be
computed by the Port on any reasonable basis, and separate metering or other exact segregation of
cost shall not be required.
7.2    Energy Conservation. The Port shall have the right to institute such reasonable
policies, programs and measures as may be necessary or desirable, with Lessee's prior consent,
and at the Port's cost, for the conservation and/or preservation of energy or energy related services.
Lessee shall be required to comply with any applicable City codes, rules and regulations, whether
mandatory or voluntary, at Lessee's cost.
SECTION 8: ALTERATIONS; OWNERSHIP OF CERTAIN INSTALLATIONS
8.1    Alterations. Lessee may make such changes, alterations, additions, substitutions or
improvements (collectively referred to as "Alterations") to the Premises as Lessee shall deem
expedient or desirable for its purposes, including removal of any portion of the existing
improvements or Alterations, provided that same do not materially negatively impact the value or
usefulness of the Premises. Lessee must notify the Port in writing prior to making required permit
applications to any Authorities for any Alterations. Lessee must, in addition, provide the Port with
written notice of any proposed Alterations not less than thirty (30) days prior to initiating the
construction or installation of the Alterations. In connection with any Improvements, the Port will,
, join with Lessee in applying for all permits necessary to be obtained from any and all public
authorities at Lessee's sole cost and expense, and will promptly execute such consents and
applications as any and all such authorities may require. The Port, at its sole discretion, will assist
Lessee, at Lessee's sole expense, with any governmental incentive programs. All such Alterations
shall be done at Lessee's sole cost and expense.
8.2    Requirements for All Alterations. Any Alterations shall be performed: (i) in a good
and workmanlike manner; (ii) in compliance with all Legal Requirements; and (iii) in a manner
which will not unreasonably interfere with or disturb other Port tenants. In addition, prior to
commencement of any Alterations, Lessee shall furnish to the Port proof of insurance for any and
all contractors working on behalf of Lessee in the minimum form and limits as set forth in Section
11.1.1.3 and 11.1.1.4. Any Alterations shall immediately become the property of the Port without
any obligation on its part to pay therefor.
8.3    Trade Fixtures. Lessee shall retain ownership of all trade fixtures and movable
equipment and furnishings ("Trade Fixtures") from time to time installed on the Premises by
Lessee at its expense. Lessee may remove any Trade Fixtures at any time during the Term and
shall remove all Trade Fixtures prior to the expiration of the Term. Any Trade Fixtures not
removed at the expiration of the Term shall, at the election of the Port, become the property of the
Port without payment to Lessee, or be deemed abandoned and removed by the Port, at Lessee's
expense. Upon any removal of any Trade Fixtures, Lessee shall promptly repair any and all
damage to the Premises caused by their removal and reimburse the Port for its costs and expenses
in removing any Trade Fixtures not removed by Lessee and repairing any such damage not
repaired by Lessee; this covenant shall survive the termination of this Agreement.
SECTION 9: REPAIR AND MAINTENANCE; COMPLIANCE WITH LAWS
9.1    Duty to Repair and Maintain. The Premises, together with all Alterations and
fixtures that are not Trade Fixtures therein and the appurtenances thereto, shall be put and kept in
good order, maintenance and repair by Lessee at Lessee's sole cost and expense, and Lessee shall
undertake all maintenance and make all repairs and replacements, ordinary, as well as
extraordinary, foreseen and unforeseen, structural or otherwise, which may be necessary or

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required so that at all times the Premises and all Alterations shall be in good order, condition and
repair.
9.2    Maintenance, Repair, and Improvements by the Port. Lessee accepts the Premises
"AS IS," and the Port shall have no obligation to maintain or repair the Premises whatsoever and
will only do so upon Lessee's request and agreement to fully reimburse the Port. There shall be no
abatement or reduction of rent, and the Port shall not be responsible for any loss or damages to
Lessee's business, arising by reason of the Port making any repairs, alterations or improvements.
SECTION 10: REAL AND PERSONAL PROPERTY TAXES
10.1   Payment of Real Property Taxes by Lessee. Lessee shall be liable for, and shall pay
throughout the term of this Agreement, any taxes on the Premises and/or on the leasehold interest
created by this Agreement and/or any taxes levied in lieu of a tax on said leasehold interest and/or
any taxes levied on, or measured by, fees payable hereunder, whether imposed on Lessee or on the
Port, excluding all income taxes and business and occupation taxes imposed on the Port. Lessee
shall reimburse the Port for all such taxes paid or payable by the Port. With respect to any such
taxes payable by the Port that are on or measured by the rent or fee payments hereunder (excluding
all income taxes and business and occupation taxes imposed on the Port), Lessee shall pay to the
Port with each rent or fee payment an amount equal to the tax on, or measured by that particular
payment. All other tax amounts for which the Port is or will be entitled to reimbursement from
Lessee shall be payable by Lessee to the Port at least fifteen (15) days prior to the due dates of the
respective tax amounts involved; provided, that Lessee shall be entitled to a minimum of ten (10)
days' written notice of the amounts payable by it.
10.2   Lessee's Personal Property Taxes. Lessee shall pay or cause to be paid, prior to
delinquency, any and all taxes and assessments levied upon all Trade Fixtures, inventories and
other personal property placed or installed in and upon the Premises by Lessee. If any such taxes
on Lessee's personal property or Trade Fixtures are levied against the Port or the Port's property,
and if the Port pays the taxes based upon such increased assessment, Lessee shall, upon demand,
repay to the Port the taxes so levied.
10.3   Other Taxes of Lessee. Lessee shall be liable for, and shall pay throughout the term
of this Agreement, all license and excise fees payable for, or on account of, the activities
conducted by Lessee on the Premises.
10.4   Tax Contests and Cooperation. The Port will cooperate with Lessee, at Lessee's
request, in Lessee (i) challenging any assessment of Real Estate Taxes for which Lessee is liable
for payment under Section 10.1 or other taxes for which Lessee is responsible in connection with
its use of the Premises and (ii) procuring any potential tax exemptions, abatements or incentives,
benefits under federal, state or county governmental incentive programs, including, but not limited
to, sales tax, ad valorem taxes for personal or real property whether assessed against the fee
ownership or the lease of the Premises, tax credits or economic development benefits, and/or any
other financing for the Premises and the improvements or Alterations or use of the Premises. The
Port will execute any documents reasonably necessary to assist Lessee in the foregoing.
SECTION 11: INDEMNITY AND INSURANCE 
11.1   Insurance.
11.1.1    Lessee's Required Policies. Lessee shall obtain and keep in force, at its
sole cost and expense, the following types of insurance, in the amounts specified and in the form
hereinafter provided for:
11.1.1.1     General Liability Insurance. Lessee shall obtain and keep in
force a commercial general liability policy of insurance, written on ISO Form CG 00 01 10 01 (or
equivalent), that protects Lessee, and the Port as an additional insured, against claims for bodily
injury, personal injury and property damage, including products and completed operations, based
upon, involving or arising out of the tenancy, use, occupancy or maintenance of the Premises and
all areas appurtenant thereto. Such insurance shall be on an occurrence basis providing single limit
coverage in an amount not less than $5 million dollars ($5,000,000) per occurrence and no less
than $10 million in the annual aggregate. The policy shall not contain any intra-insured exclusions

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as between insured persons or organizations. The Port shall be included as an additional insured in
respect of both ongoing and completed operations of the Lessee.
11.1.1.2     Automobile Liability Insurance. Lessee shall obtain and keep
in force a commercial automobile liability policy of insurance, written on ISO Form CA 00 01 07
97 (or equivalent), that provides coverage for bodily injury and property damage based upon,
involving or arising out of motor vehicle operations on or about the Premises and all areas
appurtenant thereto. Lessee shall provide a waiver of subrogation on this policy in favor of the
Port. Such insurance shall cover any "auto" (i.e. owned, hired and non-owned) and shall be on an
occurrence basis providing a combined single limit in an amount not less than $1 million dollars
($1,000,000) per occurrence.
11.1.1.3     Protection and Indemnity Liability Insurance. Lessee shall
obtain and keep in force protection and indemnity liability insurance, written on a UK P&I Club
form (or equivalent), protecting Lessee and the Port against claims involving or arising out of
operations in which owned or non-owned vessels, boats, work skiffs, or floating platforms, are
used on or about the Premises. Such insurance shall be on a claims-made basis providing single
limit coverage in an amount not less than $1 million dollars ($1,000,000) per occurrence.
11.1.1.4     Workers Compensation: Lessee bears responsibility for
maintaining all workers compensation coverage as required by Title 51 Industrial Insurance 
Revised Code of Washington. Lessee shall also be required to maintain stop gap/employers
liability insurance in the amount of no less than $1 million dollars ($1,000,000) per bodily injury,
per disease, per accident.
11.1.2    Port Required Policies. The Port shall obtain and keep in force, at its
sole cost and expense the following types of insurance, in the amounts specified and in the form
hereinafter provided for:
11.1.2.1     Property Insurance - Premises. The Port shall obtain and
keep in force property insurance for the Premises using an ISO CP 10 20 Cause of Loss Broad
Form (or equivalent) insuring against loss or physical damage to the Premises, including all
[scheduled] Alterations (specifically including "betterments" and "improvements") made by or for
Lessee to the Premises. The Port covenants to schedule all Alterations of which the Port has notice
pursuant to Section 8.1 or otherwise. Coverage will exclude personal property of the Lessee,
including all trade fixtures. The coverage will exclude loss or physical damage, including business
interruption, that results from earthquake, land movement, or flood coverage, unless the Port elects
to purchase this coverage based on current market conditions. The policy shall include coverage
for any additional costs resulting from debris removal and reasonable amounts of coverage for the
enforcement of any ordinance or law regulating the reconstruction or replacement of the Premises
including any undamaged sections of the Premises required to be demolished or removed by
reason of the enforcement of any Legal Requirement as the result of a covered cause of loss. The
amount of such insurance shall be equal to the full replacement cost of the Premises. The full
replacement value shall be updated periodically to reflect changes in value (or the commercially
reasonable and available insurable value thereof if, by reason of the unique nature or age of the
improvements involved, such latter amount is less than full replacement cost). The policy shall not
contain a coinsurance clause. The Lessee shall be included as an additional insured on the policy.
11.1.2.2     Property InsuranceCourse of Construction Insurance. All
Alterations whether constructed by Lessee or the Port, shall be insured for physical loss while in
construction under a builder risk property policy (or equivalent policy), or an extension of the
Port's property insurance policy if the completed value of the Alteration is in excess of $1 Million
Dollars. Coverage shall be on an ISO CP 10 20 Cause of Loss Broad Form (or equivalent).
Coverage will exclude loss or physical damage, including business interruption, that results from
earthquake, land movement, or flood coverage, unless the Port elects to purchase this coverage
based on current market conditions. The Port will provide this coverage for all Alterations it
initiates and performs on the Premises. The Port will provide this coverage on behalf of the Lessee
for all work to be initiated and performed by Lessee, if no less than 30 days of advance notice is
given to the Port. In the event that advance notice is not given to the Port, and the Port cannot
place coverage, the Lessee bears the responsibility to provide this coverage while the Alteration is
in progress and promptly notify the Port upon completion of the Alteration such that the completed
work can be insured on the Port's main property insurance policy. The Port bears no responsibility
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or duty to insure Alterations of the Lessee, either while the work is in progress or upon or
completion of the work, if the Lessee fails to notify the Port. In order for completed Alteration to
be insured by the Port on its main property insurance policy, at least 10 days' notice is required to
ensure that the Port can notify and schedule completed Alteration with the Port's property insurer.
11.1.2.3     Limits. The limits of insurance specified in Section 11.1.1
shall be subject to reasonable periodic adjustment to reflect changes in insurance market prices for
similar properties in the same geographic area and changes in insurance products provided that
such adjustments shall not be more frequent than once every 3 Agreement Years.
11.1.2.4     Deductibles.
11.1.2.4.1  Liability Required Coverage. Lessee bears full
responsibility for payments of all deductibles or self-insured retentions for all required liability
coverage as defined in Section 11.1.1 [General Liability Insurance, Automobile Liability Insurance
and Protection and Indemnity Liability Insurance]. All liability insurance to be carried by Lessee
shall be primary to and not contributory with any similar insurance carried by the Port, whose
insurance shall be considered excess insurance only.
11.1.2.4.2  Property Insurance. This section in no way limits
Lessee's duty to repair and maintain the Premises as described in Section 9. For property losses
that are covered by the Port's property insurance policy, and that exceed the insurance deductible
at the time of loss, Lessee bears responsibility for 50% of the Port property insurance deductible,
including any self-insured retention, on a per loss basis, for all property insurance that the Port
maintains on the Premises as defined in Section 11.1.2 and the Port bears responsibility for the
remainder of such deductible or self-insured retention. For property losses that are less than the
Port's deductible for all property insurance that the Port is required to maintain under defined in
Section 11.2.1, but which losses would otherwise be insured losses under such required policies, a)
the Lessee bears responsibility for any single loss that is below $20,000, subject to a maximum of
$100,000 per Agreement Year after which such losses will be governed by clause (b), and b) for all
other losses, Lessee bears responsibility for 50% of the amount of the loss, including any selfretention
, on a per loss basis, and the Port bears responsibility for the remainder of such loss.
Notwithstanding the foregoing sentences, Lessee's total out of pocket responsibility for property
insurance deductibles, self-insured retention amounts or losses that are below such deductibles as
set forth above will in all events be limited to a maximum of $500,000 per loss and at $1,000,000
as an annual aggregate per Agreement Year and the Port shall bear the responsibility for all
amounts in excess of the foregoing. The Lessee shall notify the Port of all losses and occurrences
to which Lessee accrues and retains a deductible obligation under this Section within fifteen (15)
days of Lessee's knowledge of the occurrence; provided, however that failure to provide notice
within such period will not shift the risk of any insurance deductible unless the Port has been
materially harmed by such failure to notify or delay in notification. As used herein, "Lessee's
knowledge" shall mean knowledge by a member of Lessee's insurance group. The Port shall be
given a final total cost of each occurrence that resulted in a deductible obligation to Lessee within
thirty days (30) of completion of repairs and damages relating to the occurrence. For all losses, to
which the Lessee bears or will bear a deductible obligation, the Port has a right but not an
obligation to review the damages resulting from the occurrence and investigate the causes leading
up to the occurrence causing loss. Following the initial occurrence or loss that creates a deductible
obligation to Lessee, the Lessee shall forward to the Port upon the Port's request a summary that
totals all losses and costs associated with a deductible obligation within each particular Agreement
Year. The Port bears no deductible responsibility for losses to Alterations under construction that
Lessee insures under any of its own property insurance and that is not insured by the Port as a
result of Lessee's failure to provide notice in accordance with Section 11.1.2.2 above but not in the
case where Port fails to provide insurance after notice. This includes Alterations completed by
Lessee but not reported to the Port.
11.1.2.5     Insurance Policies - Insurance Companies. Insurance
required hereunder shall be with companies duly licensed to transact business in the State of
Washington, and maintaining during the policy term a General Policyholders Rating of 'A-' or
better and a financial rating of 'IX' or better, as set forth in the most current issue of "Best's
Insurance Guide."

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11.2      Termination; Renewal. Insurance as required by this Agreement shall remain
current and in effect throughout the entire Term of the Agreement. Each party shall no later than
ten (10) days after the expiration of any insurance policy required by this Agreement , furnish the
other party with evidence of renewals or "insurance binders" evidencing renewal thereof, or the
other party, after giving notice and ten (10) days to cure such failure may order such insurance and
charge the cost thereof to the party failing to provide insurance, which amount shall be payable
upon demand.
11.3      Evidence of Insurance. Each party shall deliver, or cause to be delivered, to
the other party, certificates of insurance, additional insured endorsements, waivers of subrogation
and any other documentation or endorsement that provides evidence of the required insurance.
Upon request by a party, the other party shall deliver or cause to be delivered to the requesting
party, certified copies of the policies of insurance, if available from the insurance company, that a
party and has purchased in order for the requesting party to verify insurance coverage, limits, and
endorsements or view any exclusions to the insurance policies.
11.4      No Limitation of Liability. The limits of insurance required by this Agreement
or as carried by a party shall not limit the liability of a party nor relieve a party of any obligation
hereunder.
11.5      Waiver of Subrogation. Without affecting any other rights or remedies, if
allowed by applicable Legal Requirements, each party (for itself and on behalf of anyone claiming
through or under it by way of subrogation or otherwise) hereby waives any rights it may have
against the other party, its officers, agents and employees (whether in contract or in tort) on
account of any loss or damage occasioned to the party obtaining insurance arising out of or
incident to the perils required to be insured against under this Agreement. Accordingly, each party
shall cause each insurance policy required by this SECTION 11 to further contain a waiver of
subrogation clause. The effect of such release and waiver of the right to recover damages shall not
be limited by the amount of insurance carried or required, or by any deductibles applicable thereto.
11.6      Increase in Port's Cost of Insurance. Lessee shall not change its use of the
Premises from the use as of the date of this Agreement in such a manner as to materially increase
the existing rates of insurance applicable to the buildings or structures of which the Premises are a
part. If it nevertheless does so, then, at the option of the Port, the full amount of any resulting
increase in premiums paid by the Port with respect to the buildings or structures of which the
Premises are a part, and to the extent allocable to the term of this Agreement, may be added to the
amount of Rent and shall be paid by Lessee to the Port upon the monthly rental day next thereafter
occurring.
11.7      Contractor's Insurance. Contractors working on the Premises on behalf of the
Lessee shall maintain the insurance coverage and limits required of Lessee as indicated in Section
11.1.1 with the following modification:
11.7.1.1      The limit of general liability insurance as outlined in Section
11.1.1 shall be reduced to $1 Million ($1,000,000) per occurrence and $2 Million ($2,000,000) in
the aggregate. The Port shall be included as an additional insured on Contractor's policy for both
on-going and completed operations.
11.8   Insurance Dispute Resolution. Resolution of Certain Disputes with Respect to
Property Insurance Deductibles. In the event the Parties, after a good faith attempt at resolution,
are unable to agree whether a property loss for which the estimated total cost to repair is less than
or equal to $500,000 would be a covered loss under the property insurance required to be carried
by the Port under this Agreement and therefore subject to sharing as set forth in the third sentence
of Section 11.1.2.4.2 above (the "Dispute"), then either Party (the "Notifying Party") may invoke
the procedure in this Section 11.8 by written notice to the other Party. Within thirty (30) days of
such notice, the Parties will choose an independent insurance adjuster (the "Independent Insurance
Adjuster") to resolve such Dispute. In the event the Parties are unable to agree on an Independent
Insurance Adjuster within such period, the Notifying Party by written notice to the other party may
designate Vericlaim as the Independent Insurance Adjuster. Within ten (10) days of the selection
of the Independent Insurance Adjuster, the Parties will meet with the Independent Insurance
Adjuster to attempt to resolve the Dispute. Each party may provide such information as it deems
appropriate to the Independent Insurance Adjuster for his/her consideration. If the Parties are

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unable to resolve the Dispute at that meeting (or by such other date or after subsequent meeting(s)
as agreed by the Parties), the Independent Insurance Adjuster will act as an arbitrator and advise
the Parties in writing of his opinion on the Dispute. The opinion of such Independent Insurance
Adjuster as to whether the Disputed Repair would have been a covered loss (in part or in whole)
relative to the property insurance policy in place at the time of the loss; and will be binding upon
the Parties for purposes of such Dispute only, and the parties agree that such opinion shall have no
probative effect on any other loss. The Parties agree to hold such opinion confidential and shall
not disclose such opinion to any other person except to a Party's affiliates, personnel, counsel or
auditors or as required by Legal Requirements. The cost of the Independent Insurance Adjuster
will be split equally between the Parties. The dispute resolution in this Section 11.8 shall not apply
to any loss for which the estimated total cost to repair exceeds $500,000.
SECTION 12: ENVIRONMENTAL STANDARDS
12.1   Definitions.
12.1.1    "Environmental Law" as used herein shall mean any environmentally
related Legal Requirements, now or hereafter in effect.
12.1.2    "Hazardous Substances" as used herein shall mean any substance or
material defined or designated as a hazardous waste, solid waste, toxic substance, or other
pollutant or contaminant, by any Environmental Law.
12.1.3    "Pre-existing Hazardous Substances" as used herein shall mean any
Hazardous Substances which were released on or existed on the Premises prior to March 26, 1968,
the effective date of the Cargill, Inc. lease of the Premises (the "Cargill Lease"), or which the Port
had placed on the Premises as part of the initial site preparation (fill and grading) of the Premises.
12.2   Hazardous Substances. Lessee shall not allow the presence in or on the Premises of
any Hazardous Substances in violation of any Environmental Law and Lessee shall not allow any
Hazardous Substances to migrate off the Premises in violation of any Environmental Law.
Notwithstanding the foregoing, Lessee shall not be responsible for the migration onto the Premises
of any Hazardous Substance that is not the result of an act or omission of Lessee. Lessee shall
manage any Pre-existing Hazardous Substances it encounters in accordance with Environmental
Law. Lessee shall provide the Port with Lessee's USEPA Waste Generator Number, and with
copies of all Material Safety Data Sheets (MSDS), Generator Annual Dangerous Waste Reports,
environmentally related regulatory permits or approvals (including revisions or renewals) and any
correspondence Lessee receives from, or provides to, any governmental unit or agency in
connection with Lessee's handling of Hazardous Substances or the presence, or possible presence,
of any Hazardous Substance on the Premises. Lessee must maintain a Spill Protection and
Response Plan, including on-site equipment. In case of an oil or fuel release, drippage, leak, etc.,
Lessee shall promptly notify the Port via the Port's spill manager by calling (206) 295-7912. Upon
execution of this Agreement, Lessee shall provide a written plan to the Port that includes Best
Management Practices (BMP's) for prevention and response, and a list of trained personnel and
equipment to handle a spill incident.
12.3   Violation of Environmental Law. If Lessee, or the Premises, is in violation of any
Environmental Law concerning the presence or use of Hazardous Substances or the handling or
storing of Hazardous Substances, to the extent Lessee is responsible pursuant to Section 12.1
above, Lessee shall promptly take such action as is necessary to mitigate and correct such violation
or, in the event Lessee is not responsible for such Hazardous Substances on the Premises pursuant
to Section 12.1, Lessee shall promptly assist the Port in pursuing such responsible party or parties.
If Lessee is responsible under Section 12.1 above and does not act in a prudent and prompt manner
as required by Section 12.1, the Port reserves the right, but not the obligation, to come onto the
Premises, to act in place of the Lessee (Lessee hereby appoints the Port as its agent for such
purposes) and to take such action as the Port deems necessary to ensure compliance or to mitigate
the damage. All reasonable out-of-pocket costs and expenses incurred by the Port in taking action
in place of the Lessee pursuant to the immediately preceding sentence shall become immediately
due and payable by Lessee upon presentation of an invoice and supporting documentation therefor.
12.4   Inspection; Test Results. The Port shall have access to the Premises to conduct an
annual environmental inspection. In addition, Lessee shall permit the Port access to the Premises at

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any time upon reasonable notice for the purpose of conducting environmental testing at the Port's
expense. Except as may be required to comply with Legal Requirements, including Environmental
Laws, Lessee shall not conduct or permit others to conduct environmental testing on the Premises
without first obtaining the Port's written consent, which consent will not be unreasonably
withheld. Lessee shall promptly inform the Port of the existence of any environmental study,
evaluation, investigation or results of any environmental testing conducted on the Premises
whenever the same becomes known to Lessee, and Lessee shall provide copies of any final reports
in Lessee's possession to the Port provided that doing so would not waive or compromise any
attorney-client, work product or other legal privilege attached to such report.
12.5   Removal of Hazardous Substances. Prior to vacation of the Premises, in addition to
all other requirements under this Agreement, Lessee shall remove any Hazardous Substances
placed on the Premises during the term of this Agreement or Lessee's prior possession of the
Premises in violation of the requirements set forth in Section 12.1, and shall demonstrate such
removal to the Port's reasonable satisfaction. This removal and demonstration shall be a condition
precedent to the Port's payment of any Security to Lessee upon termination or expiration of this
Agreement.
12.6   Remedies Not Exclusive. No remedy provided herein shall be deemed exclusive. In
addition to any remedy provided above but without duplication of any rights under Section 12.6.1,
the Port shall be entitled to full reimbursement from Lessee for Damages (as defined in Section
12.6.1) whenever the Port incurs any costs resulting from Lessee's failure to comply with Section
12.1.
12.7   Environmental Indemnity.
12.7.1    In addition to all other indemnities provided in this Agreement, Lessee
agrees to defend, indemnify and hold the Port free and harmless from any and all claims, causes of
action, regulatory demands, liabilities, fines, penalties, losses, and expenses, including without
limitation cleanup or other remedial costs, costs arising out of injuries to third persons or other
properties, and loss of revenues resulting from an inability to re-lease or market the property due to
its environmental condition (even if such loss of revenue occurs after the expiration or earlier
termination of this Lease) and including reasonable, out-of-pocket attorneys' fees, costs and all
other reasonable litigation expenses when incurred and whether incurred in defense of actual
litigation or in reasonable anticipation of litigation ("Damages"), to the extent arising from the
existence or discovery of any Hazardous Substance on the Premises, or the migration of any
Hazardous Substance from the Premises to other properties or into the surrounding environment,
whether (1) made, commenced or incurred during the term of this Agreement, or (2) made,
commenced or incurred after the expiration or termination of this Agreement if arising out of
events occurring during the term of this Agreement, including in each case Damages resulting
from any failure by Lessee to comply with Section 12.1, provided that such indemnity shall not
apply to any Damages to the extent arising from (i) the migration of any Hazardous Substance onto
the Premises from off the Premises that is not the result of an act or omission of Lessee, or (ii) any
Pre-existing Hazardous Substances, or (iii) any act or omission of the Port or its agents. Lessee's
obligations under this Section shall survive the expiration or earlier termination of this Agreement.
12.7.2    In addition to all other indemnities provided in this Agreement, the Port
agrees to defend, indemnify and hold Lessee free and harmless from any and all Damages, to the
extent arising from the existence or discovery of any Pre-Existing Hazardous Substances, any
Hazardous Substance on any property owned by the Port other than the Premises, whether leased
to another tenant or not (the "Port Property"), or the migration of any Hazardous Substance from
the Port Property to the Premises to other properties or into the surrounding environment, whether
(1) made, commenced or incurred during the term of this Agreement, or (2) made, commenced or
incurred after the expiration or termination of this Agreement if arising out of events occurring
during the term of this Agreement provided that such indemnity shall not apply to any Damages to
the extent arising from any act or omission of Lessee or its agents including failure to comply with
the obligation in Section 12.1 to manage Pre-Existing Hazardous Substances. The Port's
obligations under this Section shall survive the expiration or earlier termination of this Agreement.


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SECTION 13: DAMAGE OR DESTRUCTION
13.1   Duty to Repair. If all or part of the Premises or any other improvement at any time
on the Premises is damaged or destroyed by any fire or other casualty during the Term, Lessee
shall, with reasonable promptness, carry out repair or replacement of damaged property, to at least
the condition existing immediately prior to the damage or destruction; provided, however, that
Lessee's obligation shall be limited to the repair or replacement that can be done based on the sum
of (i) the amount of actual proceeds of the property insurance required to be carried by the Port;
(ii) the amount of Lessee's deductible responsibility under such property insurance under
Section 11.1.2.4.2; and (iii) the amount of Port's deductible responsibility under such property
insurance under Section 11.1.2.4.2 actually funded by the Port ((i), (ii) and (iii) are collectively, the
"Insurance Proceeds"). In the event (i) the Insurance Proceeds will not be sufficient to rebuild the
Premises to at least the condition existing immediately prior to the damage or destruction, or (ii)
the Premises cannot be restored because same is not permitted by any Legal Requirements, then in
either event Lessee shall have the option to terminate this Lease by giving written notice of
termination to the Port within the later of (x) one hundred eighty (180) days after the occurrence of
such casualty, or (y) twenty (20) days after any permit, license or approval is denied in whole or in
part, in which case this Lease shall terminate on the date set forth in such notice, the Rent and
other charges under this Agreement will be apportioned as of the date of destruction and Lessee
will be discharged from responsibility to repair the damage, but all proceeds of insurance covering
the loss under Port required policies for property insurance under Section 11.1.2 shall in that
circumstance belong to the Port free of any claim thereto by Lessee. In the event Lessee chooses,
in its sole discretion, to carry property or catastrophic insurance coverage, any proceeds from such
policy or policies shall belong exclusively to Lessee and the Port shall have no right to same.
13.2   Abatement of Rent. Lessee shall be entitled to a proportional abatement of rent in
the event and during the period that any portion of the Premises is unusable due to any destruction
or damage to the Premises by any fire or other casualty. Additionally (and without in any way
limiting Section 13.1 above), if the whole or materially all of the Premises are destroyed by fire or
other casualty at any time during the last five (5) years of the Term, then Lessee may terminate this
Agreement by written notice given to the Port within sixty (60) days after the date of such
destruction, and the Rent and other charges under this Agreement will be apportioned as of the
date of destruction and Lessee will be discharged from responsibility to repair the damage, but all
proceeds of insurance covering the loss under Port required policies for property insurance under
Section 11.1.2 shall in that circumstance belong to the Port free of any claim thereto by Lessee. In
the event Lessee chooses, in its sole discretion, to carry property or catastrophic insurance
coverage, any proceeds from such policy or policies shall belong exclusively to Lessee and the
Port shall have no right to same.
13.3   Application of Insurance Proceeds. Any and all fire or other insurance proceeds
under Port required policies for property insurance under Section 11.1.2 that become payable at
any time during the Term of this Agreement because of damage to or destruction of any buildings
or improvements on the Premises shall be paid to the Port. In the event that such proceeds are less
than Two Hundred Fifty Thousand Dollars ($250,000.00), the Port shall immediately deliver such
funds to Lessee, to be used for reconstruction purposes. The Port shall have the right to
confirmation that such proceeds were applied toward the cost of repairing and restoring the
damaged or destroyed buildings or improvements in the manner required by this Agreement, and if
such funds are not used for such purposes, the funds should then be returned to the Port. In the
event that such proceeds exceed Two Hundred Fifty Thousand Dollars ($250,000.00), the Port
shall (i) immediately deliver to Lessee an amount equal to fifty (50%) of the total completion cost
estimate based upon the contractor's quote(s) delivered by Lessee, and (ii) hold the remainder of
such funds, and disburse them to Lessee on a percentage of completion basis upon Lessee's
delivery to the Port of contractors' invoices in the manner of a construction lender's disbursement
account for application toward the cost of repairing and restoring the damaged or destroyed
buildings or improvements in the manner required by this Agreement; provided, however, that
should Lessee exercise its option to terminate this Agreement under this Section 13, then, in that
event, any and all fire or other insurance proceeds under Port required policies for property
insurance under Section 11.1.2 that become payable because of such damage or destruction shall
be paid to the Port to compensate the Port, at least in part, for the loss to its fee estate of the
damaged or destroyed buildings or improvements.

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SECTION 14: CONDEMNATION
14.1   Condemnation.
14.1.1    Total Taking. In the case of a taking by eminent domain of either all of
the Premises or such portion of either the Premises or any buildings or structures of which the
Premises are a part that are required for reasonable use of the Premises, Lessee may terminate as of
the date of such taking. If Lessee is not in default under any of the provisions of this Agreement
on said date, any Rent prepaid by Lessee shall, to the extent allocable to any period subsequent to
the effective date of the termination, be promptly refunded to Lessee.
14.1.2    Partial Taking. In the case of a taking of portion of the Premises or any
buildings or structures of which the Premises are a part as shall not be required for reasonable use
of the Premises, this Agreement shall continue in full force and effect, and the Base Rent shall, as
of the date of such taking, be equitably reduced based on the proportion by which the Premises
(but not the buildings or structures of which the Premises are a part) is reduced.
14.1.3    Damages. The Port reserves all right to the entire damage award or
payment for taking by eminent domain, and Lessee waives all claim whatsoever against the Port
and/or the authority exercising eminent domain other than for damages for termination of its
leasehold, taking of any personal property or for interference with its business. The Port and
Lessee further agree that all decisions regarding how the eminent domain proceeding should be
handled shall be made in the sole discretion of the Port (specifically including any response to a
motion for order adjudicating public use and necessity or and request for immediate possession),
and Lessee shall take no actions or steps which interfere with the Port's ability to control the
handling of the eminent domain proceeding. Notwithstanding the foregoing, nothing in this
Section shall be considered to be a waiver or assignment by Lessee of any right to relocation
assistance payments or relocation advisory services which may be available in connection with the
eminent domain proceeding.
14.1.4    Eminent Domain. The term "eminent domain" as used in this Section
shall include taking or damaging of property by, through or under any governmental or quasigovernmental
authority and the purchase or acquisition in lieu thereof.
14.2   Court Decree. In the event that any court having jurisdiction in the matter shall
render a decision which has become final and which will prevent the performance by a party of
any of its obligations under this Agreement, then either party hereto may terminate this Agreement
by written notice, and all rights and obligations hereunder (with the exception of any undischarged
rights and obligations that accrued prior to the effective date of termination) shall thereupon
terminate. If Lessee is not in default under any of the provisions of this Agreement on the effective
date of such termination, any Rent prepaid by Lessee shall, to the extent allocable to any period
subsequent to the effective date of the termination, be promptly refunded to Lessee. Lessee is not
entitled to any compensation at termination for the bargain value of the leasehold.
SECTION 15: SURRENDER AND HOLDING OVER
15.1   Surrender. At the expiration of the Term (and subject to Sections 13 and 14 herein),
Lessee shall quit and surrender the Premises, together with any remaining improvements or
modifications, in good condition and repair, normal wear and tear excepted.
15.2   Holding Over. If the Premises are not surrendered as provided in this Section,
Lessee shall indemnify and hold the Port harmless against loss or liability resulting from the delay
by Lessee in so surrendering the Premises, including, without limitation, any claims made by any
succeeding occupant founded on such delay. Any holding over with the consent of the Port after
expiration or earlier termination of this Agreement shall be construed to be a tenancy from monthto-month
upon the same terms and conditions provided in this Agreement. Any holding over
without the consent of the Port after expiration or earlier termination of this Agreement shall be
construed to be tenancy at sufferance upon the same terms and conditions provided in this
Agreement, except that Base Rent shall be one hundred fifty percent (150%) of that which it was
immediately prior to expiration or earlier termination of this Agreement.
15.3   Survival. Lessee's obligations under this Section shall survive the expiration or
earlier termination of this Agreement. No modification, termination or surrender to the Port of this
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Agreement or surrender of the Premises or any part thereof, or of any interest therein by Lessee,
shall be valid or effective unless agreed to and accepted in writing by the Port, and no act by any
representative or agent of the Port, other than such written agreement and acceptance, shall
constitute an acceptance thereof.
SECTION 16: DEFAULT
16.1   Events of Default. The occurrence of any of the following events shall constitute an
"Event of Default" on the part of the Lessee with or without notice from the Port:
16.1.1    The vacating or abandonment of the Premises by Lessee, which shall
exclude, without limitation. those items permitted under Section 6.2.1 above.
16.1.2    The failure by Lessee to make any payment of rent, fees or any other
payment required by this Agreement, within ten (10) days of Lessee's receipt of a Notice of
Default.
16.1.3    The failure by Lessee to observe or perform any covenant, condition, or
agreement to be observed or performed by Lessee in this Agreement within thirty (30) days after
receipt of a Notice of Default, or such additional time as is reasonably required to correct such
default if such cure cannot be completed within such thirty (30) day period, provided that Lessee
commences cure within such period and thereafter diligently prosecutes such cure to completion.
16.1.4    The filing by Lessee of a petition in bankruptcy, Lessee being adjudged
bankrupt or insolvent by any court, a receiver of the property of Lessee being appointed in any
proceeding brought by or against Lessee and is not discharged within sixty (60) days, Lessee
making an assignment for the benefit of creditors, or any proceeding being commenced to
foreclose any mortgage or other lien on Lessee's interest in the Premises or on any personal
property kept or maintained on the Premises by Lessee that is not discharged within sixty (60)
days.
16.2   Remedies. In addition to, and not in lieu or to the exclusion of, any other remedies
provided in this Agreement or to any other remedies available to the Port at law or in equity:
16.2.1    Whenever any Event of Default occurs and is continuing, this
Agreement and all of Lessee's rights under it will automatically terminate if the Notice of Default
so provides. Upon termination, the Port may reenter the Premises using such force as may be
necessary and remove all persons and property from the Premises. The Port will be entitled to
recover from Lessee all unpaid Rent, fees or any other payments and damages incurred because of
Lessee's default including, but not limited to, the reasonable, out-of-pocket costs of re-letting,
including Lessee improvements, necessary renovations or repairs, advertising, leasing
commissions, and attorney's fees and costs ("Termination Damages"), together with interest on all
Termination Damages at the Default Rate, from the date such Termination Damages are incurred
by the Port until paid.
16.2.2    In addition to Termination Damages, and notwithstanding termination
and reentry, Lessee's liability for all Rent, fees or other charges which, but for termination of this
Agreement, would have become due over the remainder of the Agreement term ("Future Charges")
will not be extinguished and Lessee agrees that the Port will be entitled, upon termination for
default, to collect as additional damages, a Rental Deficiency. "Rental Deficiency" means, at the
Port's election, either:
(a)   An amount equal to Future Charges, less the amount of actual rent
and fees, if any, which the Port receives during the remainder of the Agreement term from others
to whom the Premises may be rented, in which case such Rental Deficiency will be computed and
payable at the Port's option either:
(i)    In an accelerated lump-sum payment discounted to present
worth, or
(ii)    In monthly installments, in advance, on the first day of each
calendar month following termination of this Agreement and continuing until the
date on which the Agreement term would have expired but for such termination,
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and any suit or action brought to collect any portion of Rental Deficiency
attributable to any particular month or months, shall not in any manner prejudice
the Port's right to collect any portion of Rental Deficiency by a similar proceeding;
or
(b)   An amount equal to Future Charges less the aggregate fair rental
value of the Premises over the remaining Agreement term, reduced to present worth. In this case,
the Rental Deficiency must be paid to the Port in one lump sum, on demand, and will bear interest
at the Default Rate until paid. For purposes of this subsection, "present worth" is computed by
applying a discount rate equal to one percentage point above the discount rate then in effect at the
Federal Reserve Bank in, or closest to, Seattle, Washington.
16.2.3    If this Agreement is terminated for default as provided in this
Agreement, the Port shall use reasonable efforts to re-let the Premises in whole or in part, alone or
together with other premises, for such term or terms (which may be greater or less than the period
which otherwise would have constituted the balance of the Agreement term), for such use or uses
and, otherwise on such terms and conditions as the Port, in its sole discretion, may determine, but
the Port will not be liable for, nor will Lessee's obligations under this Agreement be diminished by
reason for any failure by the Port to re-let the Premises or any failures by the Port to collect any
rent due upon such re-letting.
16.2.4    If upon any reentry permitted under this Agreement, there remains any
personal property upon the Premises, the Port, in its sole discretion, may remove and store the
personal property for the account and at the expense of Lessee. In the event the Port chooses to
remove and store such property, it shall take reasonable steps to notify Lessee of the Port's action.
All risks associated with removal and storage shall be on Lessee. Lessee shall reimburse the Port
for all expenses incurred in connection with removal and storage as a condition to regaining
possession of the personal property. The Port has the right to sell any property which has been
stored for a period of 30 days or more, unless Lessee has tendered reimbursement to the Port for all
expenses incurred in removal and storage. The proceeds of sale will be applied first to the costs of
sale (including reasonable attorneys' fees), second to the payment of storage charges, and third to
the payment of any other amounts which may then be due and owing from Lessee to the Port. The
balance of sale proceeds, if any, will then be paid to Lessee.
16.3        Remedies Cumulative. All rights, options and remedies of the Parties
contained in this Agreement shall be construed and held to be distinct, separate and cumulative,
and no one of them shall be exclusive of the other, and each Party shall have the right to pursue
any one or all of such remedies or any other remedy or relief which may be provided by law or in
equity, whether or not stated in this Agreement.
16.4   No Counterclaim or Setoff. If the Port shall commence any proceeding for nonpayment
of Rent, fees or of any other payment of any kind to which the Port may be entitled or
which the Port may claim under this Agreement, Lessee will not interpose any counterclaim or
setoff of any nature or description in any such proceeding; the parties specifically agreeing the
Lessee's covenant to pay Rent, fees or any other payments under this Agreement are independent
of all other covenants and agreements in this Agreement; provided, however, this shall not be
construed as a waiver of Lessee's right to assert such a claim in any separate action brought by
Lessee.
SECTION 17: EASEMENTS
17.1   Easements. The Parties recognize that the Port facilities are continuously being
modified to improve the utilities, services and premises used and provided by the Port. Any such
improvements or modifications on or affecting the Premises shall be subject to the prior written
consent of Lessee, which consent shall not be unreasonably withheld; provided, however that
Lessee may withhold consent in the event the proposed improvement or modification would
interfere with Lessee's use of the Premises. The Port, or its agents, shall have the right, upon no
less than two (2) Business Days prior written notice (except in the event of an emergency) to enter
the Premises, and to maintain, repair and operate the existing sewer, water, and drainage lines, and
the electrical service, fiber and communication service and all other services and facilities, all as
may be reasonably required by the Port for its own use and that of its other tenants. Provided,
however, that the Port by virtue of such use, does not interfere with Lessee's use or occupancy of

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the Premises for an unreasonable period of time, not to exceed two (2) working days, and provided
that in no event may the Port permit interruption of Lessee's operations during [the harvest
period], without consent of Lessee.
17.2   Easements Burdening the Premises. The Parties acknowledge that certain
easements, as more particularly called out in Exhibit B, burden and/or benefit the Premises,
including, but not limited to, an easement through air space over the Premises for the purpose of a
pedestrian overpass. Lessee expressly subordinates its rights under this Agreement to those
easements but shall not, as a result thereof, have any additional Premises maintenance and repair
responsibilities beyond those already agreed to in the Agreement. Lessee shall have the benefit of
such easements to the extent necessary to perform its obligations under this Lease and for the
operation of the Premises as permitted herein.
SECTION 18: NO WAIVER; LANDLORD'S RIGHT TO PERFORM
18.1   Receipt of Monies Following Termination. No receipt of monies by the Port from
Lessee after the termination or cancellation of this Agreement in any lawful manner shall (a)
reinstate, continue or extend the Term; (b) affect any notice theretofore given to Lessee; (c)
operate as a waiver of the rights of the Port to enforce the payment of any Rent and fees then due
or thereafter falling due; or (d) operate as a waiver of the right of the Port to recover possession of
the Premises by proper suit, action, proceeding or remedy; it being agreed that after the service of
notice to terminate or cancel this Agreement, or after the commencement of suit, action or
summary proceedings, or any other remedy, or after a final order or judgment for the possession of
the Premises, the Port may demand, receive and collect any monies due, or thereafter falling due,
without in any manner affecting such notice, proceeding, suit, action, order or judgment; and any
and all such monies collected shall be deemed to be payments on account of the use and
occupation and/or Lessee's liability hereunder.
18.2   No Waiver of Breach. The failure of the Port to insist in any one or more instances,
upon a strict performance of any of the covenants of this Agreement, or to exercise any option
herein contained, shall not be construed as a waiver of or relinquishment for the future of the
performance of such covenant, or the right to exercise such option, but the same shall continue and
remain in full force and effect. The receipt by the Port of the Rent or fees, with knowledge of the
breach of any covenant hereof, shall not be deemed a waiver of such breach, and no waiver by the
Port of any provision hereof shall be deemed to have been made unless expressed in writing and
signed by the Port. The consent or approval of the Port to or of any act by Lessee requiring the
Port's consent or approval shall not be deemed to waive or render unnecessary the Port's consent
or approval to or of any subsequent similar acts by Lessee.
18.3   No Waiver of Rent. The receipt by the Port of any installment of Rent, fees or of
any Additional Rent shall not be a waiver of any Rent, fees or Additional Rent then due.
18.4   Application of Payments. The Port shall have the right to apply any payments made
by Lessee to the satisfaction of any debt or obligation of Lessee to the Port, in the Port's sole
discretion and regardless of the instructions of Lessee as to application of any such sum, whether
such instructions be endorsed upon Lessee's check or otherwise, unless otherwise agreed upon by
both parties in writing. The acceptance by the Port of a check or checks drawn by others than
Lessee shall in no way affect Lessee's liability hereunder nor shall it be deemed an approval of any
assignment of this Agreement or subletting by Lessee.
18.5   Port's Right to Perform. Upon Lessee's failure to perform any obligation or make
any payment required of Lessee hereunder following no less than thirty (30) days prior written
notice by the Port (except that in the event of an emergency involving threat of imminent harm to
persons or property, verbal notice shall be permissible) the Port shall have the right (but not the
obligation) to perform such obligation of Lessee on behalf of Lessee and/or to make payments on
behalf of Lessee to such parties. Lessee shall reimburse the Port the reasonable cost of the Port's
performing such obligation on Lessee's behalf, including reimbursement of any amounts that may
be expended by the Port, plus interest at the Default Rate, as Additional Rent.
SECTION 19: ASSIGNMENT AND SUBLETTING
19.1   Prohibition. Lessee shall not, in whole or in part, assign, sublet, license or permit
occupancy by any party other than Lessee of all or any part of the Premises, without the prior
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written consent of the Port in each instance. Lessee shall at the time the Lessee requests the
consent of the Port, deliver to the Port such information in writing as the Port may reasonably
require respecting the proposed assignee, sublessee or licensee including, without limitation, the
name, address, nature of business, ownership, financial responsibility and standing of such
proposed assignee, sublessee or licensee. Notwithstanding anything in this Agreement to the
contrary, Lessee shall have the right to assign all or part of its rights and obligations under this
Agreement to any Affiliate of Lessee, provided that such Affiliate has a net worth of at least Two-
Hundred Fifty Million Dollars ($250,000,000) or the performance of the obligations of such
Affiliate hereunder are guaranteed by an entity with a net worth of at least Two-Hundred Fifty
Million Dollars ($250,000,000) (the Port shall have the right to receive information providing
reasonable assurance of such net worth). Upon receipt by Port of written notice of such an
assignment, Lessee shall be released from all such assigned rights and obligations under this
Agreement. As used herein, the term "Affiliate", as applied to Lessee, shall mean any person,
entity or group of persons or entities which directly or indirectly, through one or more
intermediaries, is controlled by Louis Dreyfus Commodities B.V. ("LDCBV"). As used in this
Section, the term "control" shall mean the possession, directly or indirectly, of the power to direct
or cause the direction of management and policies, whether through the ownership of voting
securities, by contract or otherwise. The remaining requirements of Section 19 shall not apply to
Lessee's assignment to an Affiliate.
19.1.1      As a condition for the Port's consent to any assignment,
encumbrance or sublease, the Port may require that the assignee, sublessee or licensee remit
directly to the Port on a monthly basis, all monies due to Lessee by said assignee, sublessee or
licensee (except with respect to excess rentals otherwise due Lessee pursuant to Section 19.2). In
addition, a condition to the Port's consent to any assignment, sublease or license of this Agreement
or the Premises shall be the delivery to the Port of a true copy of the fully executed instrument of
assignment, sublease or license and an agreement executed by the assignee, sublessee or licensee
in form and substance satisfactory to the Port and expressly enforceable by the Port, whereby the
assignee, sublessee or licensee assumes and agrees to be bound by the terms and provisions of this
Agreement and perform all the obligations of Lessee hereunder.
19.1.2    In the event of any assignment, Lessee and each respective assignor,
waives notice of default by the Lessee in possession in the payment and performance of the Rent,
covenants and conditions of this Agreement and consents that the Port may in each and every
instance deal with the Lessee in possession, grant extensions of time, waive performance of any of
the terms, covenants and conditions of this Agreement and modify the same, and in general deal
with the Lessee then in possession without notice to or consent of any assignor, including Lessee;
and any and all extensions of time, indulgences, dealings, modifications or waivers shall be
deemed to be made with the consent of Lessee and of each respective assignor.
19.1.3    Lessee agrees that any sublease or license will contain a provision in
substance that if there be any termination whatsoever of this Agreement then the sublessee or
licensee, at the request of the Port, will attorn to the Port and the sublessee or licensee, if the Port
so requests, shall continue in effect with the Port, but the Port shall be bound to the sublessee or
licensee in such circumstances only by privity of estate. Nothing herein shall be deemed to require
the Port to accept such attornment.
19.1.4    No assignment, subletting or license by Lessee shall relieve Lessee of
any obligation under this Agreement, including Lessee's obligation to pay Rent, fees or Additional
Rent hereunder. Any purported assignment, subletting or license contrary to the provisions hereof
without consent shall be void. The consent by the Port to any assignment or subletting shall not
constitute a waiver of the necessity for such consent to any subsequent assignment or subletting.
19.1.5    Lessee shall reimburse the Port in the sum of Five Hundred Dollars
($500.00) plus any reasonable professionals' fees and expenses incurred by the Port in connection
with any request by Lessee for consent to an assignment, subletting, or license.
19.2   Excess Rental. If in connection with any assignment, sublease or license, Lessee
receives rent, either initially or over the term of the assignment or sublease, in excess of the Rent
called for hereunder, or in case of the sublease of a portion of the Premises, in excess of such Rent
fairly allocable to such portion, after appropriate adjustments to assure that all other payments
called for hereunder and out-of-pocket expenditures, operating costs or concessions incurred by
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Lessee in connection with such assignment, sublease or license, are appropriately taken into
account, Lessee shall pay to the Port, as Additional Rent hereunder, fifty percent (50%) of the
excess of each such payment of rent received by Lessee after its receipt.
19.3   Scope. The prohibition against assigning or subletting contained in this Section
shall be construed to include a prohibition against any assignment or subletting by operation of
law. Furthermore, for purposes of this Section, any sale, transfer or other disposition in the
aggregate of fifty percent (50%) or more of the equity ownership in Lessee (i.e. stock with respect
to Lessee corporation, partnership interests with respect to a Lessee partnership, etc.) shall be
deemed an assignment provided that any such sale of, transfer or other disposition of the equity
ownership of Lessee shall not be deemed an assignment so long as after such disposition Lessee is
an Affiliate of LDCBV. If this Agreement be assigned, or if the underlying beneficial interest of
Lessee is transferred, or if the Premises or any part thereof be sublet or occupied by anybody other
than Lessee, the Port may collect rent from the assignee, sublessee or occupant and apply the net
amount collected to the Rent herein reserved and apportion any excess rent so collected in
accordance with the terms of Section 19.2, but no such assignment, subletting, occupancy or
collection shall be deemed a waiver of this covenant, or the acceptance of the assignee, sublessee
or occupant as Lessee, or a release of Lessee from the further performance by Lessee of covenants
on the part of Lessee herein contained. No assignment or subletting shall affect the continuing
primary liability of Lessee (which, following assignment, shall be joint and several with the
assignee), and Lessee shall not be released from performing any of the terms, covenants and
conditions of this Agreement.
19.4   Approved Sublease. The Port hereby consents in principle, pursuant to this
SECTION 19, to a Sublease by Lessee to the Washington State Department of Agriculture of
approximately 3,778 square feet of office space for the State Grain Inspector at a rental not to
exceed the rental for that area paid by Lessee to the Port (plus costs of any utilities and janitorial
services to be provided by Lessee). Lessee shall furnish to the Port for its file a copy of the
sublease agreement and any subsequent amendments.
19.5   Put-through Arrangements. For the avoidance of doubt, the parties acknowledge
and agree that Article 19 does not apply to any "put-through" agreements that Lessee may enter
into to handle, store, load or unload commodities for a third party at the Premises.
SECTION 20: MISCELLANEOUS
20.1   Notices. All notices required to be given hereunder shall be in writing and mailed
postage prepaid by certified or registered mail, return receipt requested, or by personal delivery, to
the appropriate address indicated in SECTION 1 hereof or at such other place or places as either
the Port or Lessee may, from time to time, respectively, designate in a written notice given to the
other. Notices shall be deemed sufficiently served upon the earlier of actual receipt or the
expiration of three (3) days after the date of mailing thereof.
20.2   Force Majeure. Lessee's obligations under this Agreement to pay Tonnage Fees
and Minimum Rent will be excused to the extent it is unable to carry out its normal business
activities through the Premises by reason of strikes, embargoes, wars, acts of terrorism, riots,
rebellion, sabotage, hurricanes, fires, explosions, or an Act of God; provided, however, that
Lessee's obligation to pay Base Rent shall not be affected by this section. Lessee's obligations to
pay Tonnage Fees and Minimum Rent under this section will not be excused to the extent its
inability to carry out its normal business activities through the Premises is the result of Lessee's
failure to act in a prudent manner following such events.
20.3   Non-Discrimination.
20.3.1    Lessee agrees that it will not discriminate by segregation or otherwise
against any person or persons because of race, sex, age, creed, color or national origin in
furnishing, or by refusing to furnish to such person or persons, the use of the facility herein
provided, including any and all services, privileges, accommodations, and activities provided
thereby.
20.4   Nondiscrimination  Employment. Lessee covenants and agrees that in all matters
pertaining to the performance of this Agreement, Lessee shall at all times conduct its business in a

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manner which assures fair, equal and nondiscriminatory treatment of all persons without respect to
race, sex, age, color, creed or national origin and, in particular:
20.4.1    Lessee will maintain open hiring and employment practices and will
welcome applications for employment in all positions from qualified individuals who are member
of racial or other minorities, and
20.4.2    Lessee will comply with all requirements of applicable federal, state
and local laws or regulations issued pursuant thereto relating to the establishment of
nondiscriminatory requirements in hiring and employment practices and assuring the service of all
patrons or customers without discrimination as to any person's race, sex, age, creed, color or
national origin.
20.5   Access to Premises. The Port shall have the right to show the Premises at all
reasonable times during business hours of Lessee to any prospective purchasers, Lessees or
mortgagees of the same, and may at any time enter upon the Premises, or any part thereof, for the
purpose of ascertaining the condition of the Premises or whether Lessee is observing and
performing the obligations assumed by it under this Agreement, all without hindrance or
interference from the Lessee. The above-mentioned rights of entry shall be exercisable upon
request made on reasonable advance notice to Lessee (except that no notice shall be required in the
event of an emergency) or an authorized employee of Lessee at the Premises, which notice may be
given orally.
20.6   Time. Time is of the essence of every provision hereto.
20.7   Attorneys' Fees. In the event either party requires the services of an attorney in
connection with enforcing the terms of this Agreement or in the event suit is brought for the
recovery of any Rent or fees due under this Agreement or the breach of any covenant or condition
of this Agreement, or for the restitution of the Premises to the Port and/or eviction of Lessee
during the Term of this Agreement, or after the expiration thereof, the prevailing party will be
entitled to a reasonable sum for out-of-pocket attorneys' fees, consultants' fees, witness fees and
other costs, both at trial and on appeal, to the extent of such party's success.
20.8   Captions and Article Numbers. The captions, article and section numbers and table
of contents appearing in this Agreement are inserted only as a matter of convenience and in no way
define, limit, construe or describe the scope or intent of such sections or articles of this Agreement
nor in any way affect this Agreement.
20.9   Severability. If any term, covenant, condition or provision of this Agreement, or the
application thereof to any person or circumstance, shall to any extent be held by a court of
competent jurisdiction to be invalid, void or unenforceable, the remainder of the terms, covenants,
conditions or provisions of this Agreement, or the application thereof to any person or
circumstance, shall remain in full force and effect and shall in no way be affected, impaired or
invalidated.
20.10  Applicable Law; Waiver of Trial by Jury. This Agreement, and, the rights and
obligations of the parties hereto, shall be construed and enforced in accordance with the laws of the
State of Washington. The venue for any action arising of out of this Agreement shall be in the state
or federal courts located in King County, Washington. In any action on or related to the terms of
this Agreement, the parties (for themselves and their successors and assigns) hereby waive any
right to trial by jury and expressly consent to trial of any such action before the court.
20.11  Submission of Agreement. The submission of this document for examination and
negotiation does not constitute an offer to lease, or a reservation of or option for leasing the
Premises. This document shall become effective and binding only upon execution and delivery
hereof by the Port and Lessee. No act or omission of any officer, employee or agent of the Port or
Lessee shall alter, change or modify any of the provisions hereof.
20.12  Security Measures. Lessee hereby acknowledges that the Rent payable to the Port
hereunder does not include the cost of guard service or other security measures, and that the Port
shall have no obligation whatsoever to provide same. Lessee assumes all responsibility for the
protection of the Premises, Lessee, its agents and invitees and their property from the acts of third
parties.
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20.13  Entire Agreement; Modification. This Agreement sets forth all covenants, promises,
agreements, conditions and understandings between the Port and Lessee concerning the Premises,
and there are no covenants, promises, agreements, conditions or understandings, either oral or
written, between the Port and Lessee other than as are herein set forth. No subsequent alteration,
amendment, change or addition to the Agreement shall be binding upon the Port or Lessee unless
reduced to writing and signed by the Port and Lessee.
20.14  Relationship of the Port and Lessee. Nothing contained herein shall be deemed or
construed as creating the relationship of principal and agent, partnership, or joint venture partners,
and no provision contained in this Agreement nor any acts of Lessee and the Port shall be deemed
to create any relationship other than that of lessee and lessor.
20.15  Federal Maritime Commission Regulations. This Agreement may be subject to the
Shipping Act of 1984, the Shipping Act of 1916, the Ocean Shipping Reform Act of 1998, and
their respective implementing regulations. No future amendment or modification to this instrument
will be effective until the appropriate procedures, if any, have been completed in accordance with
the procedures of the appropriate federal agency which has jurisdiction over the Shipping Acts. 
20.16  Confidentiality. The Port acknowledges and agrees that information provided by
Lessee to the Port in connection with this Agreement includes confidential and proprietary
business information of Lessee and shall not be disclosed in response to any request under the
Freedom of Information Act, 5 U.S.C.  552 (1994) ("FOIA"), on the grounds that the Material
would reveal trade secrets or confidential commercial or financial information of Lessee and/or its
affiliates.
20.17  Exhibits. Exhibit A, B, C, D, and E, are attached to this Agreement after the
signatures and by this reference incorporated herein:
SECTION 21: SIGNATURES
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first
above written.

PORT OF SEATTLE              LDC WASHINGTON LLC

By:                           By:
Its:                                          Its:









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SECTION 22: ACKNOWLEDGMENTS

STATE OF WASHINGTON )
) ss
COUNTY OF KING )
On this _____ day of _______________201__, before me personally appeared Tay Yoshitani, to me
known to be the Chief Executive Officer of the PORT OF SEATTLE, the municipal corporation that executed the
within and foregoing instrument, and acknowledged said instrument to be the free and voluntary act and deed of said
corporation, for the uses and purposes therein mentioned, and on oath stated that s/he was authorized to execute said
instrument.
In Witness Whereof, I have hereunto set my hand and affixed my official seal the day and year first above
written.

___________________________________________
(Signature)
___________________________________________
(Print Name)
Notary Public, in and for the State of Washington,
residing at __________________________________
My Commission expires: _______________________ 

STATE OF WASHINGTON )
) ss
COUNTY OF KING )
On this _____ day of _______________ 201__, before me personally appeared
_________________________, to me known to be the ______________________________ of
___________________________, the corporation that executed the within and foregoing instrument at Lessee, and
acknowledged said instrument to be the free and voluntary act and deed of said corporation, for the uses and
purposes therein mentioned, and on oath stated that s/he was authorized to execute said instrument.
In Witness Whereof I have hereunto set my hand and affixed my official seal the day and year first above
written.

___________________________________________
(Signature)
___________________________________________
(Print Name)
Notary Public, in and for the State of ________________,
residing at __________________________________
My Commission expires: ____________________










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