STANDSTILL AND TOLLING AGREEMENT
1.  Parties.
The parties to this Standstill And Tolling Agreement ("Agreement") are:
(a) the Port ofSeattle ("the Port"),
(b) Louis Dreyfus LLC as successor by conversion to Louis Dreyfus Corporation
("LDCorp"); and
(c) LD Commodities Seattle Export Elevator LLC ("LDCS").
(LDCorp and LDCS may be referred to hereafter as the "LDC Parties".)
2.  Purpose.
LDCS, as assignee from LDCorp, leases from the Port the Seattle, Washington facility
commonly referred to as the Terminal 86 grain terminal ("Terminal86") pursuant to a Lease and
Construction Agreement dated March 6, 1968 as amended and extended (the "Lease"). The Port
contends that the lessee under the lease (now LDCS) is responsible to reimburse the Port for the
Port's losses arising out ofor related to spout failures at Terminal86 during the October 1, 2006
- April30, 2007 time frame (the "Port's Spout Claims"). Each of the LDC Parties does not
agree that it is liable for the Port's Spout Claims. The purpose of this Agreement is to preserve
(i) the Port's Spout Claims (except as specifically provided in the remainder of this paragraph
below) and (ii) the defenses of each of the LDC Parties (as tolled by Section 6), offsets, and
counterclaims to the Port's Spout Claims, in both cases to the extent not already time-barred on
this Agreement's Effective Date, and therefore make it unnecessary for any of the parties to
commence suit, arbitration or other alternative dispute resolution procedure against the other
parties before this Agreement's Termination Date. Notwithstanding any other provisions ofthis
Agreement, in consideration of the LDC Parties entering into this Agreement, the Port hereby
waives any right to seek, and releases the LDC Parties from any liability for, (i) damages
resulting from the Port's Spout Claims to the extent such damages exceed six million dollars
($6,000,000) in the aggregate and (ii) termination ofthe Lease as relief for any breach or default
by the LDC Parties under the Lease arising out of either the spout failures at Terminal 86 during
the October 1, 2006- April30, 2007 time frame or the Port'sSpout Claims.
,,
.
3.  Effective Date.
This Agreement is effective September 24, 2012 (this Agreement's"Effective Date").
4.  Termination Date.
Any party can terminate this Agreement by delivering 30-days written notice to the other partie-$.
That notice must be delivered at the address specified in the paragraph ofthis Agreement entitled
"Notices". Thirty days after a party's delivery of that written notice to the other parties, this
Agreement shall terminate (this Agreement's"Termination Date").                  

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5.  Standstill.
With respect to the Port's Spout Claims, the parties agree that they will not initiate any suit,
arbitration, or other alternative dispute resolution procedure against, the other parties before this
Agreement'sTermination Date.
6.  Preservation ofClaims.
With respect to the Port's Spout Claims, the parties agree that all defenses based on the passage
of time are tolled solely for the period from this Agreement's Effective Date until this
Agreement's Termination Date.  Such defenses include, but are not limited to, statutes 0f
limitation, statutes ofrepose, and laches.
The parties agree that if any suit, arbitration, or other alternative dispute resolution procedure is
pursued or commenced with respect to the Port's Spout Claims, the parties to this Agreement
will not contend or argue that the passage of time solely for the period from this Agreement's
Effective Date through this Agreement's Termination Date acted to affect or otherwise bar any
claims, rights, remedies, defenses, or relief sought. The parties will accordingly have all claims,
rights, remedies, defenses, and relief against each other as if they had pursued those claims,
rights, remedies, defenses, and reliefon this Agreement'sEffective Date except for those claims,
rights, remedies, defenses, and reliefwaived by the Port pursuant to Section 2.
7.  Notices.
All notices or other communications required or permitted by this Agreement shall be in writing
and shall be sufficiently given if sent by hand delivery, facsimile, email (with evidence
acknowledging receipt), or certified mail and addressed as follows:
Ifto the Port:     Thomas H. Tanaka, Senior Port Counsel
Port ofSeattle
Pier 69
2711 Alaskan Way
Seattle, WA 98121
Fax: . (206) 787-3205
Email:     tanaka.t@portseattle.org
lfto LD Corp or LDCS: Cornelius i. Grealy, ChiefLegal Officer
' Louis Dreyfus Commodities LLC
.40 Danbury Road
P.O. Box 810
Wilton, CT 06897-081 0
Fax:       (203) 761-2309
'..,
Email:     neil.grealy@ldcom.com

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Any such notice or communication shall be deemed to have been given as ofthe date received.
Any ofthe above names and addresses may be changed by giving written notice of such change
in the manner provided in this paragraph.
8.  No Admission .
The parties agree that this Agreement (or any portion of this Agreement) and the fact that the
parties have entered into this Agreement shall not (i) be construed or deemed to be an admission
by either of the LDC Parties of the validity of the Port's Spout Claims or the LDC Parties'
liability in whole or part for the Port's Spout Claims, (ii) be construed or deemed to be an
admission by the Port of the validity of any defenses, offsets or counterclaims of any nature
whatsoever that may be asserted by the LDC Parties to the Port's Spout Claims or (iii) -used as
evidence in any proceeding or forum by any party except in connection with enforcement by a
party ofthis Agreement.
9.  Miscellaneous
(a) Parties Bound.  This Agreement is binding upon and inures to the benefit of the -
parties and their respective successors and assigns.
(b) Entire  Agreement.   This  Agreement  constitutes  the  entire  agreement and
understanding between the parties concerning the subject matter herein and shall not
be modified, altered, or amended except in a writing signed by the party or parties
against whom that modification, alteration, or amendment is asserted.
(c) Drafting. The parties have participated and had an equal opportunity to participate in
the review and drafting of this Agreement. No ambiguity shall be construed against
any party based upon a claim that that party drafted the ambiguous language.
(d) Authority. The parties represent and warrant that the persons signing this Agreement
are legally authorized and empowered to execute this Agreement on behalf of and
bind their respective parties.                                        
(e) Counterparts.  This Agreement may be executed in duplicate counterparts, each of
which shall be deemed an original, all of which together shall constitute one and the
same instrument.





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IN WITNESS WHEREOF, and for good and valuable consideration, the receipt and sufficiency
of which is hereby acknowledged, the parties have executed this Agreement as ofthe Effective
Date stated above.
PORT OF SEATILE
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By:
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Title: President & ChiefExecutive Officer

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President








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