Item Number:       6e Attach

Date of Meeting: September 11, 2014

GROUND LEASE AGREEMENT

THIS OPTION TO GROUND LEASE AGREEMENT (herein "Agreemen "), dated as of
August    2014, is made by and between PORT OF SEATTLE, a Washington municipal
_,
corporation ("Po_1t"), and CREDIT LEASE INVESTMENTS, LLC, a Delaware limited liability
company ("Developer").

RECITALS

A.   Port owns approximately twenty (20) acres of land in the City of SeaTac, King
"
County, Washington described on Exhibit A attached hereto (the  roperty").

B.   Port desires to have the Property developed into an ofce complex to
accommodate the regional headquarters for the Federal Aviation Administration per the terms of
the General Services Administration's ("GSA") Solicitation #3WA0392 (the "Projec ").

C.    Developer's principals have the experience needed to develop the Project.

D.   Developer has requested and Port has agreed to provide Developer with the right
to enter into a ground lease of the Property in accordance with the terms and conditions of this
Agreement.

NOW, THEREFORE, for and in consideration of the above recitals, the agreements,
covenants and conditions herein contained, and other good and valuable consideration, the
receipt and adequacy of which are hereby acknowledged, Port and Developer ("the parties
hereto") agree as follows.
AGREEMENT

1.     Option to Ground Lease

Subject to all of the provisions set forth below, the Port hereby grants to Developer the
non-exclusive right (the "Option") to enter into a ground lease of the Property in accordance with
the terms and conditions of this Agreement.

2.    Term of Option

Developer shall have the Option to lease the Property for the period commencing on
August   2014 and ending at 12:00 pm. (Pacic Time) on August   20l5 (the "Expiration
,                                                                     m,
Date"). The period during which the Option may be exercised by Developer is referred to below
as the "Option Term."

3.    Exercise of Option

This Option may be exercised only if both the Property and Developer are selected by the
GSA to build the Project.  Developer must exercise the Option by written notice signed by
Developer. Such written notice must be delivered pursuant to Section 13 below and received
prior to the Expiration Date.

4.     Option Fee

4.1   In consideration of the Option granted above, Developer agrees to pay Port the
sum of Eight Thousand Seven Hundred TwentySeven Dollars ($8,727) (the "Option Fee") upon
execution of this Agreement. The Option Fee represents one-one hundredth percent (0.001%) of
the agreed upon value of the Property using a Ten Dollar and Seventeen Cent ($10.17) per square
foot value for the Property.

4.2   If GSA selects the Property and Developer and Developer exercises the Option as
provided in this Agreement, the Option Fee will be retained by the Port.

4.3   If GSA selects the Property and Developer and Developer opts not to exercise the
Option as provided in this Agreement, the Option Fee is non-refundable and will be retained by
the Port, free of all claims of Developer, and neither party shall have any further rights or claims
against the other.

4.4   If GSA does not select the Property and Developer, the Port will return the Option
Fee to Developer Within seven (7) days of the GSA's announcement of its selection.

5.     Ground Lease to be Signed

The key terms and conditions for ground leasing the Property applicable upon exercise of
the Option are set forth in Exhibit B attached hereto and incorporated herein by this reference
(the "Ground Lease").

6.     Expiration of Option

This Option will expire upon the earlier of: (i) 12:00 pm. on the Expiration Date if
Developer has not given the Port written notice of exercise of the Option or (ii) the GSA's public
announcement that it has not selected the Property and Developer for the Project. If the Option
is exercised, this Agreement shall terminate upon execution of the Ground Lease pursuant to
Section 5, it being the express intent of the parties hereto that the Ground Lease shall govern
their ongoing relationship, liabilities and obligations.

7.     Right to Enter Property; Indemnication; Insurance

7.1   Inspection and Testing. Developer and its ofcers, employees, consultants,
contractors or agents ("Developer parties") shall have adequate access at reasonable hours to
the Property to physically inspect the Property, survey the Property, obtain land use, economic
feasibility and engineering information, develop preconstruction architectural information, take
photographs, conduct tests and studies that Developer deems appropriate, including invasive
testing such as borings and excavating test holes and test pits, and otherwise examine the
Property in preparation for development of the Project (the "Inspection Rights").

7.1.1. Developer parties shall keep Port reasonably informed of all such activities
and shall give at least fortyeight (48) hours' prior written notice to Port, Attention: Director of
Real Estate Development, Mark Grifn. Port may elect to have one or more representatives
present during the exercise of the Inspection Rights.

7.l.2. Notwithstanding the foregoing, Developer paities shall not conduct any
invasive and/or destructive testing on or about the Property without Port's prior written approval
of a detailed scope of work/work plan, which approval shall not be unreasonably withheld,
conditioned or delayed. Before conducting any invasive or intrusive testing such as borings or
test holes, Developer parties shall give Port at least fortyeight (48) hours' prior written notice,
and shall exercise commercially reasonable efforts to coordinate the date and time of such testing
to enable Port's representatives and/or consultants to be present to take duplicate samples and
record the methods used by Developer parties; provided that Port's representatives and/0r
consultants shall not materially interfere with the work of Developer parties. Developer shall be
solely responsible for the cost of all work conducted by or on behalf of Developer pursuant to the
Inspection Rights or otherwise, except for the cost of any of Port's representatives or consultants.
Developer shall promptly share, upon receipt and at its cost, upon request, all data and any
additional information obtained from the Inspection Rights.

7.2   Restoration of the Property.  Developer shall, upon completion of activities
permitted in Section 7.1, restore the Property to its reasonably similar condition prior to such
activities. Developer shall effect such restoration either: (a) within ten (10) business days after
the completion of the work requiring the restoration, or (b) immediately, if failure to effect such
restoration could reasonably be expected to create a dangerous condition for any person while on
the Property.

7.3   Indemnication. Developer shall defend, indemnify and hold harmless Port (and
the agents and representatives of Port), from any and all mechanic's liens, claims, liabilities,
costs, expenses, including attorneys' fees, and damages arising out of or in any way related to
entry upon or use (pursuant to this Section 7) of the Property by Developer parties, or by any
other person or entity on behalf of, or at the request of, Developer. Developer shall indemnify,
hold harmless and defend Port from claims or damages arising in connection with Developer's
exercise of the Inspection Rights or any other activities of Developer parties or their invitees on
or about the Property.  Upon termination of this Agreement for any reason whatsoever,
Developer's indemnity obligations to Port under this Section 7 shall survive and shall continue in
full force and effect.

7.4   Insurance. Prior to the commencement of any work or other activities on the
Property, Developer shall, at Developer's initial cost and expense, obtain and thereafter maintain
or cause to be maintained during the period of such work or activities the insurance specied
below. Commercially acceptable certicates of insurance which evidence proof of insurance
shall be submitted by Developer to Port prior to commencement of any work.

(a)    Workers' Compensation and Employers' Liability Insurance.  This insurance
shall include workers' compensation and employers' liability as required by any applicable law
or regulation.

(b)    General Liability Insurance. Commercial general liability insurance with respect
to or arising out of any use of or work to be performed by, for or at the request of Developer on
the Property that protects Developer and Port, as an additional insured using ISO form 2026 or
equivalent, against claims for bodily injury, personal injury and property damage based upon,
involving or arising out of Developer's use and/or occupancy of the Property and all areas

appurtenant thereto.  Such insurance shall be on an occurrence basis providing single limit
coverage in an amount not less than Two Million Dollars ($2,000,000) per occurrence. The
limits of said insurance required by this Agreement or as carried by Developer shall not,
however, limit the liability of Developer nor relieve Developer of any obligation hereunder. The
insurance to be carried by Developer shall be:  (i) primary to and not contributory with any
similar insurance carried by Port, whose insurance shall be considered excess insurance only,
and (ii) shall not be cancelable or subject to modication except after thirty (30) days prior
written notice to Port. Developer shall cause to be delivered to Port certied copies of policies
of such insurance or certicates evidencing the existence and amounts of such insurance with the
insured clauses and/or endorsements as required by this Agreement. Developer shall not do or
permit anything to be done that may invalidate the insurance policies referred to in this
paragraph.

(0)    Automobile Liability Insurance.   Commercial automobile liability insurance
written on ISO Form CA 00 Ol 07 97 (or equivalent), that protects Developer and Port against
claims for bodily injury and property damage based upon, involving or arising out of motor
vehicle operations on or about the Property and all areas appurtenant thereto. Developer shall
provide a Waiver of Subrogation on this policy in favor of Port. Such insurance shall cover any
"Auto" (i.e. owned, hired and nonowned) and shall be on an occurrence basis providing single
limit coverage in an amount not less than One Million Dollars ($1,000,000) per occuirence. The
policy shall not contain any intrainsured exclusions as between insured persons or
organizations.

7.4.1 Commercial general liability and commercial automobile liability insurance,
as required above, shall be written for not less than the limits of liability set forth above or as
required by law, Whichever is greater.

7.4.2  Insurance required hereunder shall be in 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 nancial rating of 'IX' or better, as set forth in the
most current issue of "Best's Insurance Guide." No such policy shall be cancelable or subject to
non-renewal or modication except after thirty (30) days prior written notice to Port. Developer
shall at least ten (10) days prior to the expiration of such policies, furnish Port with evidence of
renewals or "insurance binders" evidencing renewal thereof, or Port may order such insurance
and charge the cost thereof to Developer, which amount shall be payable by Developer to Port
upon demand.

8.     Entitlements

8.1    The parties hereto acknowledge that, in order for the Project to be constructed, it
Will be necessary to make applications to the appropriate governmental agencies to verify
compliance of the Project with local zoning, obtain environmental permits and approvals, and
obtain building permits for construction of the proposed improvements. Accordingly, Developer
shall engage the services ofprofessional and teclmical consultants and otherwise incur such costs
and expenses as may be necessary to prepare tests, studies, and reports to obtain the
governmental approvals, permits and authorizations for the development of the Project

(collectively, "Government Approvals"). Developer will secure all the Governmental Approvals
needed for construction and operation of the Project at its sole cost and expense.

8.2   Developer will keep Port reasonably informed as to the status of all applications
for Governmental Approvals, and will deliver to Port a copy of each application or request for
approval as led with the appropriate governmental agencies.

9.    Property Condition and Document Delivery Acknowledgment

Port will deliver the Property to Developer in its "as is" condition, with all faults and
defects, known and unknown, without warranty or representation of any kind or character by
Port, including, without limitation, the physical condition of the Property or its adequacy for
construction of the Project.  Developer acknowledges the foregoing and agrees that the
Inspection Rights granted herein constitute adequate opportunity to inspect the Property and
review all applicable legal requirements to satisfy itself regarding the condition of the Property .
for construction of the Project. Port agrees not to make any changes to the Property during the
Option Term.

10.   Assignment

Developer may not assign its rights or duties hereunder in whole or in part, except with the
prior written consent of Port.  Notwithstanding the foregoing, Developer may without prior
written consent of Port assign its rights or duties hereunder in whole or in part to a to-be-formed
Delaware limited liability company named "CLI-SeaTac, LLC" that is at least twentyve
percent (25%) owned by principals of Developer.

11.   Developer's Representations and Warranties

The representations and warranties of Developer to Port set forth below are true and
accurate as of the date of this Agreement. Developer hereby represents and warrants as follows:

(a)    Developer is a limited liability company duly organized and validly existing
under the laws of the State of Delaware.

(b)   The execution and delivery of this Agreement (including all exhibits attached
hereto) and the performance hereof by Developer will not conict with, or result in a breach of,
any of the terms, conditions, provisions of, or constitute a default (or constitute an event which,
with the giving of notice or the passage of time, or both, would constitute a default) under any
instrument or agreement to which Developer is a party or by which Developer is bound.

12.   Port's Representations and Warranties

The representations and warranties of Port to Developer set forth below in this Section 9
are true and accurate as of the date of this Agreement. Port hereby represents, and warrants as
follows:

(a)    Port is a municipal corporation duly organized and validly existing under
the laws of the State of Washington.

(b)    The execution and delivery of this Agreement (including all exhibits
attached hereto) and the performance hereof by Port will not conict with, or result in a
breach of, any of the terms, conditions, provisions of, or constitute a default (or constitute
an event Which, with the giving of notice or the passage of time, or both, would constitute

a default) under any instrument or agreement to which Port is a party or by which Port is
bound.

(0)    Port is not a party to any pending action, suit, proceeding or investigation,
at law or equity or otherwise arising from or related to the Property or to the past or
present activities of Port relating to the Property.

(d)    There are no pending or threatened condemnation proceedings affecting
all or any portion of the Property. '

(e)    Fee simple title to the Property is currently vested in Port, and while this
Agreement is in effect, Port shall not take any action affecting title to the Property or
take, or omit to take any, action which is otherwise in violation of the rights granted
Developer herein, except as may be expressly authorized by this Agreement.

(f)     Port hereby agrees that during the term of this Agreement, Port shall not
commit, approve, consent to or permit any unpermitted Transfer (as hereinafter dened)
without the prior written consent of Developer. Any urr-perrnitted Transfer shall be void,
invalid and of no force or effect against Developer or Developer's rights hereunder in the
Property. As used herein, an "unpermitted Transfer" shall mean any of the following;

(i)     Any lease affecting all or a portion of the Property, unless such
lease shall terminate prior to execution of the Ground Lease or be terminable at
Developer's election upon Developer's execution of the Ground Lease;

(ii)    Any grant, sale, transfer, or other conveyance of all or any portion
or interest in the Property, unless the deed or other instrument of conveyance Or
transfer,  expressly  states  that  the  grantee  or  transferee  and  its  heirs,
representatives, successors and assigns take subject to the interest Developer
hereunder;

(iii)   Any mortgage, lien, restriction, or other encumbrances of all or
any portion of the Subject Property, unless such mortgage, lien, restriction, or
encumbrance expressly states Without reservation, that it is in all respects
subordinate and subject to the interest of Developer hereunder and shall expire,
without any payment made by Developer, prior to or at the time the Developer
executes the Ground Lease;

(iv)   Any other act or omission affecting the Property, which would
diminish or otherwise adversely affect the Developer's interest under this

Agreement or which might prevent the Ports full performance of its obligations
hereunder;
(V)   Any contract or other agreement to which any party may obtain a
lien or other rights affecting all or a p01tion of the Property, with the sole
exception of separate contracts specic only in respect to other developer entities
which the Port has authorized to submit a proposal to the GSA for the Project.


13.   Notices

13.1  Any notice or communication (herein collectively "Notices") to be given under the
terms of this Agreement shall be in writing and shall be personally delivered or sent by facsimile,
delivery by professional courier, or by registered or certied mail, return receipt requested.

Notices shall be addressed as follows:

Port:           Port of Seattle
2711 Alaskan Way  Pier 69
PO Box 1209
Seattle, WA 981 11
Attention: Mark Griffin, Director Real Estate Development
Fax: 2067873280
Phone: 206-787-3726

Developer:      Credit Lease Investments LLC
2275 HalfDay Road Suite 343
Bannockburn, IL 60015
Attention: Charlene Alderete
Fax: 847-374-9520
Phone: 847~374~9100

13.2  All such Notices shall be deemed to have been given: (i) if personally delivered,
upon receipt, (ii) if by registered or certied mail, upon the date indicated on the return receipt,
(iii) if by courier service, upon the date delivered as shown by the records of the courier, and
(iv) if by facsimile, at the time of electronic conrmation of successful transmission. The parties
hereto may, from time to time, change their address for delivery of notice by sending notice of its
new address to the other Party in accordance with the terms of this Section 13. The phone
numbers supplied above are only for the purpose of facilitating written notice, and may not be
used in lieu of written notice.

14.   Commissions

14.1  The parties hereto hereby acknowledge that no real estate commission shall be
payable in connection with execution of this Agreement and/or the exercise of the Option.

14.2  Developer hereby indemnifies and agrees to hold harmless Port of and from any
claim by any person or entity for a sales or brokerage commission or nder's fee by reason of
any
listing or other agreement with Developer with respect to the transaction which is the subject of
this Agreement.

15.   Governing Law

This Agreement shall be governed by the laws of the State of Washington and any
question arising hereunder shall be construed or determined according to such laws, without
regard to its principles of conicts or choice of law.

16.   Attorneys' Fees

If any of the parties hereto shall bring any action or proceeding against any other, the
prevailing party or parties in such action or proceeding shall be entitled to recover from the party
prevailed against all reasonable attorneys' fees and costs incurred in connection therewith. The
attorneys' fees which the prevailing party is entitled to recover shall include fees for any
judgment rendered on this Agreement, and this Section 16 shall survive and not be deemed
merged with any judgment rendered on this Agreement. "Reasonableness" shall be determined
with reference to typical attorneys' fees paid in King County, Washington and "prevailing party"
shall be determined in accordance with Washington law.

17.   Entire Agreement

17.1  This Agreement contains the entire agreement and understanding between the
parties hereto with respect to the Property. There are no oral understandings, terms or conditions,
and neither party has relied upon any representations, express or implied, not contained in this
Agreement.  All prior understandings, terms, or conditions are deemed merged into this
Agreement.

17.2  This Agreement may not be changed orally, but only by agreement in writing and
signed by the party against Whom enforcement of any waiver, change, modication, or discharge
is sought.

18.   Counterparts

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

19.   Miscellaneous

19.1  Time is of the essence in each and every term, condition, obligation and provision
of this Agreement.

19.2  This Agreement shall be construed as a whole and in accordance with its fair
meaning, the captions being for the convenience of the parties hereto only and not intended to
describe or dene the provisions in the portions of the Agreement to which they pertain.

19.3  All periods of time referred to in this Agreement shall include all Saturdays,
Sundays and state or national holidays, unless the period of time species business days, provided
that if the date or last date to perform any act or give any notice with respect to this Agreement
shall fall on a Saturday, Sunday or state or national holiday, such act or notice may be timely
performed or given on the next succeeding day which is not a Saturday, Sunday or state or
national holiday.

19.4  The unenforceability, invalidity, or illegality of any provision of this Agreement
shall not render the other provisions hereof unenforceable, invalid or illegal.  The waiver or
failure to enforce any provision of this Agreement shall not operate as a waiver of any future
breach of any such provision or any other provision hereof.

19.5  The warranties, covenants and obligations of each of the parties under the
provisions of this Agreement, including the Ground Lease, if the Option is timely exercised, to
the extent the same have not been fully performed and excepting those covenants and obligations
which have been extinguished by the expiration of a specied period of time, shall survive the
exercise of the Option and entry into the Ground Lease.

19.6  The parties hereto hereby agree that Developer may not record this Option without
rst obtaining the written consent of the Port. If Developer records this Option in violation of this
clause, all rights, powers, privileges of Developer shall terminate automatically and the Option
Fee shall be considered forfeited.

19.7  Developer acknowledges that Port is a public entity and all of its records (with
limited exceptions) are subject to public records requests.

19.8  The Recitals and each exhibit attached hereto are hereby incorporated herein by
reference.

19.9  Except Where a party hereto is specically permitted to act in its sole discretion,
each party hereto agrees to act reasonably and in good faith with respect to the performance and
fulllment of the terms of each and every covenant and condition contained in this Agreement.
Additionally, except as to consents and approvals which may be Withheld or granted in a party's
sole discretion, all consents and approvals shall be reasonable and Without condition or delay.

19.10 The language in all parts of this Agreement shall in all cases be construed as a
Whole according to its fair meaning, and not strictly for or against either party.

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

PORT:

PORT OF SEATTLE,
a Washington municipal corporation

By:
Name:
Title:


DEVELOPER:

CREDIT LEASE INVESTMENTS LLC,
a Delaware limited liability company

By:
Name: Charlene Alderete
Title: Co~Managing Member













10

ACKNOWLEDGMENTS

STATE OF WASHINGTON )
) ss
COUNTY OF KING )

On this      day of ' 2014 before me
,                            personally   appeared
to me known to be the                          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 afxed my ofcial seal the day and year
rst above written.

(Signature)

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

STATE OF ILLINOIS )
)ss
COUNTY OF LAKE )

On this     day of
,
2014, before me personally appeared
to  me  known  to  be  the                               of
,
the                    that executed the within and
,
foregoing instrument, and acknowledged said instrument to be the free and voluntary act and deed of said
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 afxed my ofcial seal the day and year
rst above written.

(Signature)

(Print Name)
Notary Public, in and for the State of Illinois,
residing at
My Commission expires:

EXHIBIT A

Property Description

An approximately twenty (20) acre site located at the northwest comer of South 200th Street and
24th Avenue South in the City of SeaTac, Washington including King County Parcel Numbers
7727600020, 6389000030, and 0422049136 and more particularly descn'bed as follows:

Parcel 042204-9136 Legal Description
PARCEL A: E 101 FT OF S 325 FT OF W HALF OF 25 ACRES OF SW QTR NE QTR STR 042204;
EXC S 30 FT CONVEYED TO KING CO FOR ROAD UNDER RECORDING NO 4836094; PARCEL B:
PORTION OF SW QTR NE QTR STR 042204 DAF: BEGINNING AT INTERSECTION OF WLY
LINE OF 28TH AVE S WITH NLY LINE OF S 200TH ST SAID POINT BEING 20.00 FT NORTH AND
53.960 FT WEST OF SE CORNER OF SAID SUBDIVISION TH N02~41-05 W ALONG SAID WLY
LINE 769.318 FT TO IRON PIPE & TPOB TH N894418W 640.65 FT TO WLY LINE OF E HALF OF
S 25 ACRES OF SAID SUBDIVISION TH N0241-10W ALONG SAID WLY LINE AND NLY
PRODUCTION THEREOF 106.41 FT TH S894418E 640.77 FT TO WLY LINE OF 28TH AVE S TH
SO241-05E ALONG SAID WLY LINE 106.41 FT TO TPOB; PARCEL C: PORTION OF SW QTR NE
QTR STR 042204 DAF: BEGINNING AT INTERSECTION OF WLY LINE OF 28TH AVE S WITH
NLY LINE OF S 200TH ST SAID POINT BEING 20.00 FT NORTH AND 53.960 FT WEST OF SE
CORNER OF SAID SUBDIVISION TH N024105 W ALONG SAID WLY LINE 769.318 FT TO IRON
PIPE & TPOB TH N89-4418W 640.65 FT TO WLY LINE OF E HALF OF S 25 ACRES OF SAID
SUBDIVISION TH SO24110E ALONG SAID WLY LINE 241.8 FT TO POINT THAT IS N0241-10W
530.37 FT FROM INTERSECTION OF SAID WLY LINE WITH N LINE OF S 200TH ST TH ELY TO
POINT ON WLY LINE OF 28TH AVE S THAT IS 527.60 FT NLY OF INTERSECTION OF SAID WLY
LINE WITH N LINE OF S 200TH ST TH N024105W ALONG SAID WLY LINE 241.70 FT MORE OR
LESS TO TPOB; PARCEL D: PORTION OF SW QTR NE QTR STR 04-2204 DAF: BEGINNING AT
INTERSECTION OF WLY LINE OF 28TH AVE S WITH NLY LINE OF S 200TH ST SAID POINT
BEING 20.00 FT NORTH AND 53.960 FT WEST OF SE CORNER OF SAID SUBDIVISION TH N02
4105W ALONG SAID WLY LINE 427.60 FT TO TPOB TH WESTERLY TO POINT ON WLY LINE
OF E HALF OF S 25 ACRES OF SAID SUBDIVISION THAT IS N0246-30W 430.37 FT FROM
INTERSECTION OF SAID WLY LINE WITH N LINE OF S 200TH ST TH N0246-30W ALONG SAID
WLY LINE 100.00 FT TH ELY TO POINT ON WLY LINE OF 28TH AVE S THAT IS 100.00 FT NLY
OF TPOB TH 80241-05E ALONG SAID WLY LINE 100.00 FT TO TPOB; PARCEL E: PORTION OF
SW QTR NE QTR STR 0422-04 DAF: BEGINNING AT INTERSECTION OF WLY LINE OF 28TH
AVE S WITH NLY LINE OF S 200TH ST SAID POINT BEING 20.00 FT NORTH AND 53.960 FT
WEST OF SE CORNER OF SAID SUBDIVISION TH WEST ALONG SAID NLY LINE 339.30 FT TO
TPOB TH CONTINUING ALONG SAID NLY LINE 300 FT TO POINT ON WLY LINE OF E HALF OF
S 25 ACRES OF SAID SUBDIVISION TH N02-46-30W ALONG SAID WLY LINE 430.37 FT TH S89-
45-20E 300.06 FT TH SO24630E 429.08 FT TO TPOB; EXC S 10 FT THEREOF CONVEYED TO
KING CO FOR ROAD BY DEEDS UNDER RECORDING NOS 4838298, 4838299 AND 4838300; AND
EXC PORTION WITHIN N 10 FT OF S 30 FT OF SAID SW QTR NE QTR STR 042204; PARCEL F:
N 72 FT OF FOLLOWING PORTION OF SW QTR NE QTR STR 0422-04: BEGINNING AT
INTERSECTION OF WLY LINE OF 28TH AVE S WITH NLY LINE OF S 200TH ST SAID POINT
BEING 20.00 FT NORTH AND 53.960 FT WEST OF SE CORNER OF SAID SUBDIVISION TH N02

4105W ALONG SAID WLY LINE 427.60 FT TH N8945-20W 240.03 FT TO TPOB TH CONTINUING
N8945-20W 100.02 FT TH SOZ4630E 429.00 FT TO SAID NLY LINE OF S 200TH ST TH EAST
ALONG SAID NLY LINE 100.00 FT TH NO2-4630W 428.69 FT TO TPOB; PARCEL G: PORTION OF
SW QTR NE QTR STR04- 22-04 DAF: BEGINNING AT INTERSECTION OF WLY LINE OF 28TH
AVE S WITH NLY LINE OF S 200TH ST SAID POINT BEING 20.00 FT NORTH AND 53.960 FT
WEST OF SE CORNER OF SAID SUBDIVISION TH N024105W ALONG SAID WLY LINE 355.60
FT TO TPOB TH CONTINUING N02-41-05W ALONG SAID WLY LINE 72.0 FT TH N894520W
240.00 FT TH 8024105E 72.00 FT TH S894520E 240.00 FT TO TPOB; EXC CONDEMNED BY
DECREE OF APPROPRIATION IN KING CO SUPERIOR COURT CAUSE NO 00201428-7KNT
RECORDING NO 20001020000308; AND EXC PORTIONS OF ABOVEDESCRIBED PARCELS
LYING ELY OF THAT PROPERTY CONDEMNED FOR STREET RIGHTOFWAY AND AWARDED
TO CITY OF SEATAC BY DEGREE OF APPROPRIATION IN KING CO SUPERIOR COURT CAUSE
NO   002014287KNT   RECORDING   NO   20001020000308     Block:


Parcel 638900-0030 Legal Description
OLYMPUS HOMES ADDITION LOT 1 THRU 18; TGW ENTIRE VACATED RIGHTOF-WAY OF
26TH AVENUE S LYING BETWEEN RIGHT-OF-WAY OF S 197TH STREET ON THE NORTH AND
RIGHTOFWAY OF S 200TH STREET ON THE SOUTH; TGW ENTIRE VACATED RIGHT-OF
WAY OF S 197TH STREET RUNNING ALONG THE NORTH 30.05 FT OF OLYMPUS HOMES
ADDITION AT THE N END OF 26TH AVENUE S (SEATAC VACATION ORD NO 981044
RECORDING                NO                9904151321)


Parcel 772760-0020 Legal Description"
SHAW TERRACE PARK LOT 1 & VACATED LOTS 2 THRU 10 BLK 1 & VACATED LOTS 1 THRU
10 BLK 2 TGW ALL VACATED S 197TH ST & VAC 25TH AVE S IN SD PLAT TGW POR S 230 FT
OF SW QTR OF NE QTR STR 04-2204 LY WEST OF PLAT OF SHAW TERRACE PARK LESS S 30
FT THOF CONV TO KING CO FOR ROAD PURPOSES UNDER REC NO 4836095 TGW W 3 1/2
ACRES OF S 25 ACRES OF SW QTR OF NE QTR STR 042204 LESS S 230 FT THOF & LESS ANY
POR LY WITHIN PLAT OF SHAW TERRACE PARK TGW SE QTR OF SE QTR OF NW QTR STR
042204LESS S 30 FT CONV TO KING CO FOR S 200TH ST TGW S HALF OF NE QTR OF SE QTR
OF NW QTR STR 042204 LESS N 62 FT THOF


*Parcel 772760-0020 will be subject to subdivision of the parcel with approximately 8.82
acres
located on the East portion of the parcel being dedicated to the assemblage of three parcels
making up the 19.7 acre Port of Seattle FAA Headquarters subject site.

EXHIBIT B

Key Ground Lease Terms and Conditions

.
Lessor: Port of Seattle

.  Lessee:  Credit Lease Investments, LLC 's to-be-formed "CLISeaTac, LLC"




.  Property:  Approximately twenty (20) acres of land in the City of SeaTac comprised of King
County Tax Parcel Numbers 772760-0020, 6389000030, and 0422049136 (the "Property").

.  Use:  Corporate ofce facilities totaling approximately 300,000 rentable square feet (the
"Project").

.
Term: An initial term of 22 years (the "Initial Term") With ten (10) ve year options to
extend plus an additional threeyear option (each, an "Extension") at Developer's sole option.

.  Commencement Date: The term will commence upon execution of the Ground Lease (the
"Commencement Date").

.  Base Rent:  Base Rent will begin on the Commencement Date. Base Rent will be paid in
advance on the rst day of each month until the end of the Initial Term or any Extension
thereof. The following rental schedule ("Base Rent") will apply to the Property:

a.  During Construction. From the Commencement Date to substantial completion of
the Project not to exceed twenty-four (24) months, Base Rent shall be ten percent
(10%) ofthe Post Construction Base Rent rate or Eight and One OneHundreds Cents
($0.081) per land square foot per year NNN.

b.  Post Construction. From substantial completion of the Project to ve (5) years from
such date, Lessee agrees to pay Lessor EightyOne Cents ($0.81) per land square foot
per year NNN. This amount represents a Eight percent (8.00%) annual return on
a
Ten Dollar and Seventeen Cents ($10.17) per square foot land value for the Property.

c.  Rent Adjustments. Adjustments to the Base Rent will occur at the beginning of the
8th
year of the Ground Lease and every ve (5) years thereafter (years 13, 18, etc.
each, an "Adjustment Date"). Upon each Adjustment Date, the Base Rent will be
increased by ve percent (5%) per year compounded annually compared to the prior
5-year period.

d. FMV Re-appraisals. At the begimiing of the twentythird (23rd) agreement year and
any Extension options that Lessee may choose to exercise, the Base Rent Will be
adjusted to the then-current fair market value ("FMV") rental rate for the Property
considering similarly situated industrial property in reasonable proximity to the

Property. Adjustments to the then applicable Base Rent will occur at the beginning of
the 28th and 33rd agreement years of the Ground Lease (and any Extensions as
applicable) following the same adjustment method stated above. The value of any
improvements made to the Property by Lessee will not be considered in establishing
the FMV rental rate. In no event will the reset Base Rent amounts be less than the
Base Rent for the immediately prior 5-year period and no greater than ten percent
(10%) increase from the previous five (5) years.

Lessor will obtain an appraisal of the Property no sooner than one hundred eighty
(180) days before the date for the FMV adjustment of the Base Rent. Lessor will
deliver the appraisal to Lessee upon completion. In the event Lessee disputes the
FMV determined by Lessor's appraisal and Lessor and Lessee cannot agree 011 the
adjusted Base Rent for the Property Within ninety (90) days prior to the effective date
ofthe adjustment, Lessor and Lessee will each deliver to the other a "Final Offer",
and thereafter, the adjusted Base Rent of the Property will be determined by three
arbitrators, each ofWhom will be a member of one of the Society of Industrial
Realtors, the American Society of Real Estate Counselors or the WashingtonBritish
Columbia Chapter ofthe American Institute of Real Estate Appraisers. Lessor and
Lessee will each select and fully compensate one of these arbitrators and the third
arbitrator will be selected by the other two and compensated in equal shares by Lessor
and Lessee. The arbitrators will select one of the Final Offers as the resolution of the
dispute, and may not render a compromise decision.

8.  Operating Expenses: The Ground Lease will be an absolute net lease. The Base Rent due
to Lessor will be completely free and clear of all charges and deductions. Lessee agrees to
pay directly to all third parties the total of all costs and expenses related to the operation and
maintenance of the Property and the Project, including the following expenses:

a.  Utilities. Lessee will pay for all utilities, including storm water charges.

b.  Leasehold Excise Tax. In lieu ofproperty taxes, Lessee will pay leasehold excise
tax, which is currently equal to 12.84% ofmonthly Base Rent.

c.  Insurance. Lessee must secure and maintain appropriate liability insurance during
the Ground Lease Term and any Extensions thereof. Prior to the Commencement
Date, Lessee must furnish to Lessor acceptable certificates of insurance, including an
additional endorsement for each of the required insurance types.

d.  Maintenance. Lessee will undertake all maintenance and make all repairs and
replacements necessary to keep the Property and the Project in thorough good order,
condition and repair.

9. Hazardous Substances: Hazardous Substance means any hazardous or toxic substance,
material or waste that is or may become regulated or subject to cleanup authority by any
jurisdiction under any environmental laws.

Lessee will not allow the release, spill, discharge, leak, emission, injection, escape,
migration, or dumping in, on, about, from or adjacent to the Property of any Hazardous
Substance. If Lessee, or the Property, is in violation of any environmental law concerning
the presence or use of Hazardous Substances or the handling or storing of hazardous wastes,
Lessee Will promptly take such action as is necessary to mitigate and correct the violation. If
Lessee does not act in a prudent and prompt manner, Lessor reserves the right, but not the
obligation, to come onto the Property, to act in place of the Lessee. Lessor will have access
to the Property to conduct environmental inspections, including (but not limited to) an
enviromnental audit.

Lessee agrees to defend, indemnify and hold Lessor free and harmless from any and all
claims, causes of action, regulatory demands, liabilities, nes, penalties, losses, and expenses
arising from the existence or discovery of any Hazardous Substance on the Property made,
commenced or incurred during the Ground Lease Term or any Extension thereof.

Notwithstanding the foregoing, in no event will Lessee be liable for, and Lessor will hold
Lessee free and harmless from any and all claims, causes of action, regulatory demands,
liabilities, nes, penalties, losses, and expenses arising from any preexisting Hazardous
Substances. Any Hazardous Substances found during construction of the Project that are not
attributable to Lessee will be managed consistent with the Work Plan (as dened below).

Lessor has no knowledge of any environmental contamination on the Property.

10. Environmental Compliance: Lessee will conduct an environmental assessment (the "Pre
Lease Environmental Evaluation") of the Property prior to and during construction of the
Project to identify, to the extent practicable, the nature and extent of Hazardous Substances,
if any, present on the Property (the "PreLease Environmental Condition"). Lessee will
prepare a Pre-Lease Environmental Evaluation report to be reviewed and approved by
Lessor, which approval will not be unreasonably withheld. The Pre-Lease Environmental
Evaluation will establish the PreLease Environmental Condition.

Lessee will also prepare an environmental construction support work plan (the "Work Plan")
to facilitate Lessee's construction of the Project, minimize construction delays caused by the
presence of Hazardous Substances, if any, and minimize unanticipated contractor actions
required by any such contamination. The Work Plan will be designed to allow for integrated,
cooperative and mutually supportive action between the contractor, Lessee's construction
management representatives, and Lessee's and Lessor's onsite environmental professionals.

Within ninety (90) days of the termination or expiration of the Ground Lease, Lessee will, at
its sole cost and expense, conduct an environmental assessment of the Property to identify, to
the extent practicable, the nature and extent of any Hazardous Substances, if any, present on
the Property but not documented in the Pre-Lease Environmental Condition (the "PostLease
Environmental Evaluation"). Lessee will prepare a Post-Lease Environmental Evaluation
report to be reviewed and approved by Lessor, which approval will not be unreasonably

Withheld.   The Post-Lease Environmental Evaluation will establish the Post-Lease
Environmental Condition.

Before vacating the Property, Lessee will remOVe and clean up any Hazardous Substances
associated with Lessee's occupancy of the Property during the Ground Lease Term or any
Extension thereof as identied in the Pcst~Lease Environmental Condition.

11. Sustainable Development: Lessor encourages Lessee to integrate sustainable development
elements in the planning, design, construction and operation of the Project to the extent such
elements are technically and nancially practical, including but not limited to the following
elements:
- Incorporation of sustainable materials and construction practices;

I  Incorporation of design and technologies to reduce energy use; and

I  Consideration of LEED certication for new construction.

12. Plan Review: Prior to Lessee's signing of the improvement lease with the GSA, Lessor will
review and provide written approval of the Project, which approval will not be unreasonably
withheld or conditioned. Lessee will deliver preliminary plans and specications for the
Project and prepare nal plans and specications substantially conforming to any conceptual
and preliminary plans previously approved by Lessor, except for any non-conforming
modications required by the GSA. Lessor will review, inspect and approve the work related
to the design at thirty percent (30%), sixty percent (60%), and one hundred percent (100%),
including review related to any applicable FAA regulations. Any disapproval by Lessor will
be given by written notice to Lessee specifying the reasons for such disapproval. Lessor
understands that it shall not have the right to disapprove any Preliminary Plans due to the
GSA's nonconfomaing modications as Lessee must close on its nancing of the Project
based on Preliminary Plans.

13. Owner's Rep: Lessee acknowledges that Lessor will engage a third party owner's
representative to: (i) coordinate with Lessee throughout the design, design approval,
permitting and construction process and (ii) interface with Lessor's staff throughout
planning, design and construction of the site utilities and infrastructure for the Project.
Lessee agrees to reimburse Lessor's owner's representative costs up to Two Hundred
Thousand Dollars ($200,000) within thirty (30) days of receipt of Lessor's invoice for such
reimbursement. Lessee will only be responsible for work performed byLessor's third party
owner's representative after the closing of the Lessee's acquisition nancing.

14. Performance Bond: Before any construction of the Project is commenced, Lessee will
provide Lessor with a copy of Lessee's contract with the general contractor and with
evidence of the general contractor's nancial condition for Lessor's approval of the contractor
and contract. The contract must require that the selected general contractor have a payment
and performance bond in place.

15. Removal of Improvements: Prior to expiration and not later than ten (10) days following
any earlier termination of the Ground Lease, Lessor, at is sole election and discretion, may
elect to have Lessee: (i) remove the improvements or modications to the Property at

Lessee's sole cost and expense or (ii) allow the same to remain on the Property. Different
elections may be made as to various portions of the improvements or modications on the
Property. In the event Lessor elects for the removal of any or all of the improvements or
modications to the Propeity, Lessee will diligently complete such removal within not more
than sixty (60) days of Lessor's election or termination (including by expiration) of the
Ground Lease, Whichever is later.

16. Security Deposit: On or before the Cormnencement Date, Lessee will pay to Lessor a
security deposit equal to one (1) year of Base Rent in a form approved by Lessor.

17. Lender Financing: Any mortgage by Lessee's of its leasehold interest in the Property will
at all times be subject and subordinate to the rights of Lessor in the Ground Lease and the
Property. Any mortgagee or lien holder with a mortgage or lien which has attached to the
leasehold interest of Lessee in the Property will be given written notice of any default by
Lessee and will have the right to cure any such default within thirty (30) days of receipt of
such notice, provided that Lessee has previously notied Lessor of the identity and address
of any such lien holder or mmtgagee. The Ground Lease will authorize Lessee's lender to
assign Lessee's interest in the Ground Lease in the event of a foreclosure or deed in lieu of
foreclosure.

18. Assignment; Subletting: Lessee may assign all or a portion of its interest in the Ground
Lease, or sublease all or a portion of the Property to an afliate of Lessee and in connection
with any merger or reorganization or sale of all or a portion of Lessee's assets assuming
any
assignee has a similarly strong financial condition as the assignor. Any other further
assignment or sublease by Lessee will require Lessor's prior written consent, which will not
be unreasonably Withheld, conditioned, or delayed. In determining whether to consent to an
assignment or sublease, Lessor may consider all factors which Lessor reasonably determines in
good faith are relevant to its decision. Lessee will reimburse Lessor for all of Lessor's actual
and reasonable out-of-pocket expenses related to the assignment or sublet not to exceed Five
Thousand Dollars ($5,000) for any individual proposal. A subordination, non-disturbance and
attornment agreement in Lessee's form will be negotiated as part ofthe Ground Lease and will
be executed in the event any party other than Lessee is or becomes the tenant. Any negotiated
Ground Lease restrictions will be recorded on title.

19. Brokerage Commission: Lessee will indemnify, defend and hold harmless Lessor from and
against any and all commissions and commission claims.

20. NonDiscrimination: The Ground Lease will include a nondiscrimination covenant as
follows: "Lessee, for himself or herself, his or her personal representatives, successors in
interest, and assigns, as a part of the consideration hereof, does hereby covenant and agree as
a covenant running with the land that (1) no person, on the grounds of race, color, sex, creed,

or national origin shall be excluded om participation in, be denied the benets of, or be
otherwise subjected to discrimination in the use of said facilities, (2) that in the construction
of any improvements on, over or under such land and furnishing of services thereon, no
person on the grounds of race, color, sex, or national origin shall be excluded from
participation in, denied the benets of, or otherwise be subjected to discrimination, (3) that

the Lessee shall use the premises in compliance with all requirements imposed by or pursuant
to Title 49, Code of Federal Regulations, US. Department of Transportation, Subtitle A,
Ofce of the Secretary, part 21, Nondiscrimination in Federally assisted programs of the US.
Department of Transportation  Effectuation of Title VI of the Civil Rights Act of 1964, and
as said regulations may be amended."