5f exhibit a

Item No.  5f_Exhibit A 
Date of Meeting   01/24/2012 

SECOND AMENDMENT 
TO 
GENERAL AVIATION LEASE AGREEMENT 

THIS SECOND AMENDMENT to General Aviation Lease Agreement is entered
into the ___ day of [Month], [Year] (the "Effective Date"), by and between the PORT OF
SEATTLE, a Washington municipal corporation (herein the "Port"), and AIRCRAFT
SERVICE INTERNATIONAL, INC., a Delaware corporation (herein "Lessee"). 
W I T N E S S E T H :
WHEREAS, the Port and Lessee entered into a certain General Aviation Lease
Agreement dated October 18, 2005, as amended (herein the "Lease") covering Lessee's
occupancy of certain described Premises at the Seattle-Tacoma International Airport for
operation of a general aviation facility; and 
WHEREAS, the Port has requested Lessee collect certain fees related to general
aviation operations at the Airport that are owed to the Port by customers of Lessee; and 
WHEREAS, Lessee is agreeable to collecting these fees on the Port's behalf in
exchange for a reduction in the Premises; 
NOW, THEREFORE, in consideration of their mutual promises, the parties 
agree as follows: 
1.     Effective on the Effective Date, Section 1.1, Premises, is hereby deleted and replaced
with the following: 
1.1    Premises. The Port hereby leases to Lessee, and Lessee herby leases from the
Port, approximately twenty-nine thousand five hundred sixty-nine (29,569)
square feet of land at the south end of the airfield at the Seattle-Tacoma
International Airport ("the Premises"). A legal description of the Premises is
attached as Exhibit A-1 and a drawing reflecting the exact location of the
Premises is attached as Exhibit B-1. Subject to the rights reserved to the Port
in this Lease, the Premises include any improvements and appurtenances
located on the Premises. 
2.     In the event that the Effective Date falls on any day other than the first of the month,
then the Base Rent for the month in which the Effective Date falls shall be calculated,

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(as generally provided in Section 3.1 of the Lease) on a daily basis utilizing the size
of the Premises before and after the adjustment provided by Paragraph 1 of this
Second Amendment. In the further event that Lessee has paid Base Rent for the
month in which the Effective Date falls, Lessee shall be entitled to a credit against
future Base Rent for the amount of any overpayment. 
3.     Effective on the Effective Date, a new Section 25 is hereby added to the Lease as
follows: 
SECTION 25: COLLECTION OF GENERAL AVIATION FEES ON PORT'S
BEHALF 
25.1   Definitions. The following definitions shall apply to this Section 25. 
25.1.1 "General Aviation Fees" shall mean the sum of Landing Fees and
Parking Fees. 
25.1.2 "Landing Fees" shall mean the fees owed the Port by Lessee's
Customers pursuant to the Schedule of Landing Fees  Non-Signatory
and/or Transient Aircraft section of the Sea-Tac International Airport
Airport Tariff No. 1, as the same may now exist or in the future be
revised. 
25.1.3 "Lessee's Customers" shall mean those operators of general aviation
aircraft serviced by Lessee at Seattle-Tacoma International Airport. 
25.1.4 "Parking Fees" shall mean the fees owed the Port by Lessee's
Customers pursuant to the Schedule of Parking/Cargo Operations Area
Charges section of Sea-Tac International Airport Airport Tariff No. 1,
as the same may now exist or in the future be revised. 
25.2   Collection of General Aviation Fees. Lessee shall collect , on behalf of the
Port, the General Aviation Fees owed to the Port by Lessee's Customers at the
time of service. 
25.2.1 Lessee shall calculate the General Aviation Fees as directed by the
Port. A draft invoice (in Microsoft Excel format) is attached to this
Second Amendment reflecting the current manner in which the
General Aviation Fees shall be calculated and charged. The Port will
provide Lessee at least ten (10) days' written notice of any change in
the Landing Fees and/or Parking Fees rates or the manner in which
either is to be calculated. 
25.2.2 Lessee shall accurately record all information necessary for the
calculation of the General Aviation Fees (including, without limitation,
the tail number of for all Lessee's Customers) and generate a uniquely
numbered invoice for each of Lessee's Customers. 

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25.2.3 General Aviation Fees shall be paid by Lessee's Customers
exclusively by credit card utilizing a credit card processing terminal to
be provided by the Port of Seattle. All General Aviation Fees
collected by Lessee will, through this terminal, be immediately
deposited into a bank account designated and controlled by the Port.
Lessee shall not commingle General Aviation Fees with any other
revenues owed Lessee by Lessee's Customers and shall not, due to the
requirements related to the handling of public funds, accept cash,
check or other negotiable instrument for payment of the General
Aviation Fees. 
25.2.4 Lessee shall submit a statement of General Aviation Fees collected by
Lessee for each month, on or before the fifth (5th) day of the following
month. Such statement shall show such detail and breakdown as may
be required by the Port. Lessee shall specifically also provide the Port
with a copy of unique invoice generated pursuant to Section 25.2.2 for
each of Lessee's Customers. 
25.3   Accounting Records. Lessee covenants and agrees that it will establish and
maintain an accounting system in accordance with generally accepted
accounting principles and otherwise satisfactory to the Port for the
determination of the General Aviation Fees and Service Fee (the "Records").
Lessee shall maintain the Records relating to the operation permitted by this
Agreement in the Puget Sound region and for a period of at least two (2) years
after the end of each calendar year (or until the close of any ongoing audit 
thereof being conducted by, or on behalf of, the Port); provided, however, that
the Port may request that any such Records be retained for a longer period of
time, in which case Lessee, at its option, may deliver such Records into the
custody of the Port. 
25.4   Right to Audit. The Port shall have the right to time to inspect and audit,
through its accountants or representatives, Lessee's Records with reference to
the determination of the General Aviation Fees, and Lessee shall make or
cause to be made 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. In the event that Lessee's Records are not maintained in
the Puget Sound region, they shall be made available for audit locally within
five (5) business days of a request by the Port, or Lessee shall pay in full, any
travel and related expenses of Port representative(s) to travel to the location
outside the Puget Sound region. Lessee shall not, however, be liable to the
Port for any failure to collect the General Aviation Fees unless the audit
reveals that Lessee failed to act in good faith in the collection of the General
Aviation Fees or otherwise acted in gross disregard of the direction provided
by the Port pursuant to Section 25.2.1. In the event that Lessee collected any
General Aviation Fees but failed to remit the same to the Port, Lessee shall
immediately remit the same to the Port together with interest at 12% per year
from the date originally due until paid and, if the audit reveals a discrepancy
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of more than two percent (2%) of the General Aviation Fees collected by
Lessee, Lessee shall further pay the cost of the audit. 
4.     Except as amended herein, all other terms, covenants and conditions of the Lease
shall remain in full force and effect. 
IN WITNESS WHEROF, the parties have executed this Second Amendment to General
Aviation Lease Agreement as of the date first above written. 
PORT OF SEATTLE          AIRCRAFT SERVICE INTERNATIONAL INC 
a municipal corporation            a Delaware corporation 

By___________________________   By___________________________ 
Its____________________________   Its____________________________ 












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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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