Item Number:   6d Attach 1

Date of Meeting: November 5 2013


FedEx Lease No. 90-0761
SEAR / Seattle, WA

THIRTEENTH AMENDMENT TO
AIR CARGO BUILDING SITE LEASE AGREEMENT

THIS THIRTEENTH AMENDMENT to Air Cargo Building Site Lease Agreement
(the "Thirteenth Amendment") is entered into as of the Es day of       ,
2013, by and
between the PORT OF SEATTLE, a Washington municipal corporation, (herein the "Port")
and FEDERAL EXPRESS CORPORATION, a Delaware corporation (herein "Airline").

WITNESSETH:

WHEREAS, the Port and Airline, as successor in interest to The Flying Tiger Line,
Inc., are parties to that certain Air Cargo Building Site Lease Agreement dated March 26,
1974 (the "Original Lease"), as subsequently amended by those certain amendments dated
November 11, 1980 (the "First Amendment"), July 24, 1984 (the "Second Amendment"),
January 3, 1987 (the "Third Amendment"), June 26, 1990 (the "Fouith Amendment"),
September 30, 1994 (the "Fifth Amendment"), December 10, 1996 (the "Sixth
Amendment"), October 27, 1998 (the "Seventh Amendment"), October 22, 2001 (the
"Eighth Amendment"), December 28, 2005 (the "Ninth Amendment"), December 1, 2006
(the "Tenth Amendment" June 1, 2009
,
(the "Eleventh Amendment"), and December 1,
2010 (the "Twelfth Amendment") (the Original Lease and all amendments thereto are herein
collectively referred to as the "Lease"), covering Airline's occupancy of ceitain described
Premises at the Seattle-Tacoma International Ailport for an air cargo building and other
activities incident thereto; and

WHEREAS, Airline desires to extend the term (the "Term") of the Lease; and

WHEREAS, the Port has agreed to extend the Term of the Lease, subject to the
conditions outlined below.

NOW, THEREFORE, in consideration of their mutual promises, the parties agree as
follows:

1.  Paragraph 2 (Term) of the Lease is deleted in its entirety and replaced by the following:

The Term of the Lease shall be for a period of ftyve (55) years
commencing January 1, 1974 and ending on December 31, 2028, unless
otherwise terminated in accordance with the provisions of the Lease.

2.  Effective October 1,2013, the Premises description shall be revised to add a new Parcel
1 (also referred to in this Lease Amendment as the "Parcel J Premises") consisting of
approximately 60,001 square feet improved as an aircraft parking hardstand. The revised
Premises includes Parcel A, Parcel F, Parcel H, Parcel I, and Parcel J and are legally
described and depicted in Exhibit A-7, attached hereto and iiiCinorated herein by this

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reference. Accordingly, all references to Exhibit A6 in the Lease shall be deemed to refer
to Exhibit A7 hereafter.

3.  Commencing on October 1, 2013, Airline shall pay a monthly rental for the Premises in
the sum of EIGHTY-FOUR THOUSAND THREE HUNDRED SEVENTY DOLLARS
AND FIFTY CENTS ($84,370.50), computed as follows:

Parcel A: 475,927 sf. @ $1.28/s.f./yr. = $609,186.56/yr. + 12 = $50,765.55/mo.
Parcel F: 2,250 sf. @ $1.28/s.f./yr. = $2,880/yr. + 12 = $240.00/mo.

Parcel H: 54,072 sf. @ $1.28/s.f./yr. = $69,212.16/yr. + 12 = $5,767.68/mo.

Parcel H Asphalt/Concrete Improvements Aircraft Parking Hardstand:  54,072 sf. @
$2.12/s.f./yr.=$114,632.64/yr.+12= $9,552.72/mo.    (This portion of the monthly
rental shall expire November 30, 2026, as Airline will have completely paid back the Pmt's
investment in these improvements)
Parcel I: 60,296 s.f. @ $1.80/s.f./yr. : $108,532.80/yr. + 12 = $9,044.40/mo.
Parcel: 60,001 sf. @ $1.80/s.f./yr. = $108,001.80/yr. + 12 = $9,000.15/mo.

TOTAL: $84,370.50/mo.

The P011 has obtained two appraisals of the Premises that support the monthly rental under
the Lease is consistent with the market for comparable properties. Accordingly, the parties
agree that a June 1, 2014- rental adjustment will not be necessary. The parties further agree
that the monthly rental set forth in this Thirteenth Amendment shall be further adjusted
effective as of June 1, 2019, and again as of lime 1, 2024, which adjustments shall be made
pursuant to and in accordance with the terms and provisions set forth in Section 4 of the
Lease.

Airline further covenants and agrees to pay to the Port as additional rent ("Additional Rent")
any portion of Airline's capital improvement/systems upgrade obligation not met by Airline
as provided in Paragraph 15(b) of the Lease. Such Additional Rent, if any, shall become due
and payable to the Port on December 31, 2026 without deduction, set-off or abatement
whatsoever.

4.  Paragraph 6 (Use of Premises) subsection (c) of the Lease is hereby deleted and replaced
with the following:

(o)     Airline's use of the Parcel I Premises and the Parcel J Premises is
limited to aircraft parking and all activities incidental thereto, such as the
handling, receipt, dispatch, loading and unloading of property, cargo, freight,
and mail associated with such aircraft parking.

5.  Paragraph 15 (Additional Improvements or Alterations) of the Lease is hereby deleted in
its entirety and replaced with the following:

(a)    Airline  shall  invest  no  less  than  Three  Million  Dollars
($3,000,000.00) between January 1, 2014 and December 31, 2026 in capital
improvements and/or systems upgrades to the Premises, including, but not

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limited to, replacement of the roof on the building located on the Premises.
Airline shall submit to the Port for approval any capital improvement and/or
systems upgrade(s) it intends to qualify toward meeting Airline's investment
obligation under this Paragraph 15(a). The Port shall have the sole discretion,
which shall not be unreasonably exercised, to determine whether any such
proposed capital improvement and/or system upgrade meets Airline's
investment obligations under this Paragraph 15(a). The Port shall, no less
than annually, document in a letter to Airline all amount(s) that the Port has
approved as investments by Airline in capital improvements and/or system
upgrades to the Premises and setting forth the amount of Airline's remaining
investment obligation under this Section 15(a). In the event Airline does not
invest the full amount required by this Paragraph 15(a) by December 31,
2026, Airline shall-pay the Port, no later than thirty (30) days after the receipt
of an invoice from the Port, the balance of Airline's investment obligation
multiplied by the greater of (i) one hundred fifty percent (150%), or (ii) the
change in the Consumer Price Index (US. City Average ~ All Urban
Consumers) over the period January 1, 2014 through December 31, 2026.
Any payment by Airline to the Port under this Paragraph 15(a) shall
constitute Additional Rent under the Lease as provided in Paragraph 3 of this
Thirteenth Amendment.  Any insurance proceeds used by Airline in
accordance with the provisions of Paragraph ll(b) shall not be counted
against the capital investment obligation required of Airline under this
Paragraph 15.

(b)    Airline shall make no improvements or alterations to or upon the
Premises or install any xtures (other than trade xtures which can be
removed without injury to the Premises) without rst obtaining written
approval of the Port and subject to any and all conditions in such approval.
In the event any alterations or improvements shall be made or xtures (other
than trade xtures) installed by Airline, they shall become a part of the
Premises and property of the Port in accordance with Paragraph 12 of the
Lease. Airline shall have the right to remove any and all of Airline's trade
xtures, equipment, and other personal property provided such removal is
done prior to the expiration or sooner termination date of the Lease and
further provided that Airline shall, at Airline's sole cost and expense, repair
and damage caused to the Premises by such removal.

6.  Paragraph 46 (Port Secondary User Rights) is deleted in its entiretyand replaced with
the following:

(a)      Subject to all of the terms and provisions of this Section 46,
Airline grants to the P01": a right to secondary use of each of the hardstands
located on Parcel A, Parcel F, Parcel H, Parcel I and Parcel J (collectively,
the "Hardstands") for itself and such others authorized by the Port
(collectively, the "Secondary User") to use the Hardstands.

Page 3 of 7

(b)    The Port shall have the right, upon reasonable notice to Airline, to
schedule operations by a Secondary User at the Hardstands at all periods
of time other than when Airline is using any Hardstand for one of
Airline's previously scheduled aircraft operations. Prior to exercising its
rights under this Paragraph 46, the Port will (i) make reasonable efforts to
rst assign Secondary User aircraft parking to Port-owned common use
hardstands and (ii) contact the Airline's local representative to detennine
which, if any, Hardstands are available for the Secondary User.  In
accommodating the Port in its right to schedule a Secondary User, Airline
shall allow and provide for use of Airline's ramp areas under the Lease
(the "Ramp Areas") that are adjacent to the Hardstands. Airline shall
permit such Secondary User to use equipment in the Ramp Areas (but not
including use of Airline's equipment) as may be required for the efcient
use of the Hardstands by a Secondary User.

(0)    During use of any Hardstand by a Secondary User, the obligations
of Airline and the Port under Paragraph 18 (Liability and Indemnity) of
the Lease shall apply only to the extent of their respective negligence at
the Hardstands during Hardstand use by any Secondary User.

((1)    Any  Secondary  User  that  is  accommodated  at  any  of  the
Hardstands shall be required to pay Airline the same charges for use of a
Hardstand that it would have been required to pay the Port for use of a
Port-owued common use hardstand and Airline may not demand any
additional payments from the Secondary User on account of its use of any
Hardstand; provided, if the Secondary User exceeds its designated time on
any Hardstand, thereby preventing Lessee from using it, the Secondary
User shall move its operation and/or reimburse Lessee for any costs
incurred by Lessee as a result of its inability to use any such Hardstand.
Airline may, however, require as a condition of accommodation that the
Secondary User provide (i) indemnication reasonably satisfactory to
Airline; provided, that Airline may not require indemnification that is
broader than the indemnication Airline has given to the Port under
Paragraph 18 of this Lease, (ii) proof of insurance of the types and with
the limits of coverage required to be carried by Airline under Paragraph 18
of this Lease and (iii) a deposit securing payment of the charges to Airline;
provided. that Airline may not require a security deposit that is greater
than the security deposit Airline has given to the Port under Paragraph 5 of
this Lease.

7.  The amount of lease bond or other security furnished by Airline pursuant to the Lease
shall be increased proportionately to reect the increase in rental. Airline shall provide
the Port written evidence in a form satisfactory of the consent of security to provide such
increase.

All capitalized terms used in this Thirteenth Amendment shall have the same
meanings ascribed to those terms in the Lease unless otherwise defined herein.

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9.                                                               of the Lease
Except as amended herein, all other terms, covenants and conditions
shall remain in full force and effect.

IN WITNESS WHEREOF, the parties have executed this Thirteenth Amendment
written.
to Air Cargo Building Site Lease Agreement as of the date rst above

PORT OF SEATTLE           FEDERAL EXPRESS CORPORATION
a municipal cmporation             a Delaware corporation

By_________  By

Its                                     Its

Title                             Title

Date               2013.     Date               2013.
,
, 













Page 5 of7

STATE OF TENNESSEE )
) ss.
COUNTY OF SHELBY )

I certify that I know or have satisfactory evidence that
is the person who appeared before me, and said person acknowledged that lie/she signed
this instrument, on oath stated that (he/she) was authorized to execute the instrument and
acknowledged it in his/her capacity as the                       of FEDERAL
EXPRESS CORPORATION, a corporation of the State of Delaware, to be the free and
voluntary act of such corporate for the uses and purposes mentioned in the instrument.

SUBSCRIBED AND SWORN to before me this     of         2013.
_day
,

IN WITNESS WHEREOF, I have hereunto set my hand and afxed my ofcial seal the
day and year rst above written.

Notary Public in and for Shelby County, Tennessee,
residing at
My Commission Expires:

STATE OF WASHINGTON )
) ss.
COUNTY OF KING )

I certify that I know or have satisfactory evidence that
is the person who appeared before me, and said person acknowledged that (he/she) signed
this instrument, on oath stated the (he/she) was authorized to executed the instrument and
acknowledged it as the                        of the PORT OF SEATTLE,
a municipal corporation, to be the free and voluntary act of such party for the uses and
purposes mentioned in the instrument.

SUBSCRIBED AND SWORN to before me this     of         20
_ day        ,
IN WITNESS WHEREOF, I have hereunto set my hand and afxed my ofcial seal the
day and year rst above written.


Notary Public in and for the State of Washington,
residing at
My Commission Expires:

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