Item Number:    ___5d_Attach A__ 
Date of Meeting: September 24, 2013 

SEVENTH AMENDMENT 
TO 
GROUND LEASE 
THIS SEVENTH AMENDMENT to Ground Lease is entered into the 1st day of
October, 2013 (the "Effective Date"), by and between the PORT OF SEATTLE, a
Washington municipal corporation, (the "Port") and AMB/AFCO CARGO SEA LLC, a 
Delaware limited liability company, ("Lessee"). 
W I T N E S S E T H :
WHEREAS, the Port and Avia Development Group-Sea, Inc. entered into a certain
Ground Lease dated August 25, 1987, as amended, (the "Lease") covering Lessee's
occupancy of certain described Premises at the Seattle-Tacoma International Airport for the
construction and operation of an air cargo terminal; and 
WHEREAS, the Lease was subsequently assigned to Lessee and the Port consented to
said assignment pursuant to that certain Consent to Assignment, dated October 19, 2000; and 
WHEREAS, the Port issued a letter dated October 2, 2012, terminating the Lease for
a major capital improvement pursuant to Paragraph 22(a) of the Lease; and 
WHEREAS, Lessee has requested that, rather than terminating the Lease, the Port 
amend it in order that Lessee may continue to lease those portions of the Premises that are
not necessary for the construction of the Port's major capital improvement project referenced
in the Port's termination letter of October 2, 2012; and 
WHEREAS, the Port is willing to retract the lease termination letter and amend the
Lease and delete certain portions of the Premises not necessary for the Port's planned capital
improvement, on the terms and conditions set forth below. 
NOW, THEREFORE, in consideration of their mutual promises covenants and
conditions set forth below, the parties agree as follows: 
1.  Paragraph 1 of the Lease (LEASED PREMISES  EASEMENT) as amended by the
Second Amendment to Lease is hereby deleted in its entirety and replaced with the
following: 
1.       (LEASED PREMISES  EASEMENT).  The Port hereby leases to
Lessee, and Lessee hereby leases from the Port, land situated at Seattle-Tacoma
International Airport ("Sea-Tac") containing 226,837 square feet referenced as Lease
Areas A, B and C (the "Lease Areas"), as depicted and legally described in Exhibit
A-3 p. 1, attached hereto and incorporated herein by this reference, together with an

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easement (the "Easement") for ingress and egress as depicted and legally described in
attached Exhibit A-3 p 2, attached hereto and incorporated herein by this reference 
(collectively, at times, the Lease Areas and the Easement are referenced herein as the
"Premises"). The Port reserves the right to the equal, joint and common use of the
Easement with Lessee and/or to assign or lease such rights to third parties. Lessee
acknowledges that the Easement is presently subject to a lease between the Port and
Sea-Tac Cargo Limited Partnership. The Port reserves the right to assess rental for
the Easement of up to fifty percent (50%) of the then current rental for the Premises 
determined on a per square foot basis. Commencing on the Effective Date, all
references to Exhibit A-2 in the Lease shall be deemed to refer to Exhibit A-3. 
2.  Commencing on the Effective Date, Lessee shall pay as monthly rental for the
Premises the sum of TWENTY-SIX THOUSAND TWO HUNDRED FIVE AND
61/100 DOLLARS ($26,205.61), computed as follows: 
Lease Areas A, B, and C: 226,837 s.f. @ $1.28/s.f./yr. = $290,351.36/yr.  12 =
$24,195.95/mo.; plus 
Easement: 37,682 s.f. @ $0.64/s.f./yr. = $24,116.48/yr.  12 = $2,009.71/mo. 
3.  The amount of lease bond or other security (the "Lease Security") furnished by
Lessee pursuant to the Lease shall be adjusted consistent with the revised monthly 
rental under Paragraph 3 of this Seventh Amendment. Lessee shall provide the Port
written evidence of the Lease Security in a form satisfactory to the Port. 
4.  The Port shall, no later than thirty (30) days after the date first written above, pay
Lessee FIVE HUNDRED FORTY-FOUR THOUSAND FOUR HUNDRED
THIRTY-TWO AND 51/100 DOLLARS ($544,432.51) as reimbursement for the
unamortized portion of the leasehold improvements made by Lessee to that portion of
the Premises deleted from the Lease in accordance with this Seventh Amendment and
pursuant to Paragraph 23 of the Lease. 
5.  Paragraph 35 of the Lease (Port Secondary User Rights) is hereby deleted in its
entirety and replaced with the following: 
35.    SECONDARY USER RIGHTS 
(a)      Lessee grants to the Port a right to secondary use of the Lease Area B
of the Premises, depicted and legally described on Exhibit A-3 (the "Lease Area B
Premises") for itself and such others authorized by the Port (collectively, the
"Secondary User") for the parking of aircraft for servicing and support operations.
Prior to exercising its rights under this Paragraph 35, the Port will first (i) reasonably
determine 0that assignment of aircraft parking at Port  owned common use
hardstands is not available or is not operationally feasible and (ii) contact the Lessee's
local representative to assist in making the Lease Area B Premises available for the
Secondary User and the timing therefor. 

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(b)     In the Port's exercise of Secondary User rights under this Paragraph
35, the provisions of Paragraph 16 (Liability and Indemnity) of the Lease shall only
apply to the extent of Lessee's negligence for damages and injuries which occur at the
Lease Area B Premises during any period of secondary use. 
(c)      The Port shall provide Lessee with an area in reasonable proximity to
which Lessee can relocate any equipment parked/stored on the Lease Area B
Premises for the period of use the Secondary User remains on the Lease Area B
Premises. If the Secondary User exceeds its Port assigned period of use on the Lease
Area B Premises, the Port shall permit Lessee to continue parking/storing its
equipment in the area originally assigned to it by the Port until the Secondary User's
aircraft departs from the Lease Area B Premises. In the event the Port exercises its
right of secondary use, Lessee shall be entitled to bill the actual user for such use in
an amount equivalent to such amount as the Port charges for similar aircraft parking
pursuant to published tariffs. 
(d)     The Port shall indemnify, defend and hold harmless Lessee, its
directors, officers, agents and employees from any and all liabilities, damages, losses,
expenses, demands, claims, suits or judgments including reasonable attorneys fees
and expenses, for the death of or bodily injury to any person and for loss of damage to
or destruction of any property in any manner arising out of the negligent or
intentional acts or omissions of the Port or Secondary User, their agents, employees
or any person for whose acts or omissions the Port or Secondary User, their agents or
employees may be responsible, in the use of the Lease Area B Premises. 
6.  Except as amended herein, all other terms, covenants and conditions of the Lease
shall remain in full force and effect. 
IN WITNESS WHEREOF, the parties have executed this SEVENTH Amendment to Ground
Lease as of the date first above written. 
PORT OF SEATTLE                 AMB/AFCO Cargo SEA LLC 
a municipal corporation of the               a Delaware limited liability company 
State of Washington 
By: Authorized Person 
By___________________________       By___________________________ 
Its____________________________       [Name] ________________________ 
[Title] ________________________ 
of Prologis, Inc., a Maryland corporation 



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STATE OF _______________) 
) ss. 
COUNTY OF _____________) 
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 that (he/she) was authorized to execute the instrument and
acknowledged it as the _________________________ of the _________________, a
corporation of the State of _______________, 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 __________ day of
____________________, 20__. 
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the
day and year first above written. 
________________________________________ 
Notary Public in and for the State of ____________,
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 that (he/she) was authorized to execute 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 __________ day of
____________________, 20__. 
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the
day and year first above written. 
________________________________________ 
Notary Public in and for the State of Washington,
residing at ________________________________ 
My Commission Expires: ____________________ 

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