A]            Item Number:  6b Exhibit
Date of Meeting: 11/01/2011



SECOND AMENDMENT TO RENTAL CAR LEASE AND
CONCESSION AGREEMENT


THIS SECOND AMENDMENT TO RENTAL CAR LEASE AND CONCESSION
'
AGREEMENT (the "Second Amendment") is made as of this    day of October 2011 by and '
between the PORT OF SEATTLE, a Washington municipal corporation (the "Port"), and
a
,
corporation ("Concessionaire").

WHEREAS, the Port and Concessionaire are parties to that certain Rental Car Lease and
Concession Agreement dated November 1, 2004 (the "Agreement"); and

WHEREAS, the Agreement was previously amended by the First Amendment to Rental
Car Lease and Concession Agreement dated           2009 (the "First Amendment"); and
_,

WHEREAS, the parties wish to clarify the operation of the Minimum Annual Guarantee
for the Agreement Year beginning on November 1, 2011, which presently is expected to end
concurrent with the Opening Date ofthe Consolidated Rental Car Facility;

NOW THEREFORE, in consideration of the mutual promises, covenants and conditions
hereinafter set forth, the parties agree as follows:

1.     Denitions. Capitalized terms that are undened in this Second Amendment shall'have
In addition, the term "Opening Date"
.   the same meaning specied in the Agreement as amended.
shall have the meaning set forth in Attachment 1 to that certain Consolidated Rental Car Facility
Lease Agreement between the parties dated June 13, 2008.

2.     Minimum Annual Guarantee.  For the Agreement Year commencing on November 1,
2011 (and any Agreement Years thereafter, if any), the Minimum Annual Guarantee shall be
calculated    specically set forth in Paragraph 3' of the First Amendment.
as                                                 However,

.  notwithstanding Section 5.1.1.3 of the Agreement, the Minimum Annual Guarantee shall be
divided into seasonally adjusted amounts (rather than equal monthly amounts) as set forth on
Exhibit A to this Second Amendment. In addition, in the event that the Opening Date falls other
than on the rst day of any calendar month, the seasonally adjusted amount for the month within
which the Opening Date falls shall be further pro-rated based on the actual number of days prior
to the Opening Date. For example, if the Opening Date falls on the 22nd day of a 31-day month,

the Minimum Annual Guarantee for the month in which the Open Date falls will be 21/31 of the
seasonally adjusted amount for that month. '

3.     No Annual Reconciliation. Concessionaire shall continue to pay Concession Fees as set
forth in Section 5.2 of the Agreement through the last day of the Agreement.  Likewise,
Concessionaire shall le an Annual Report for each Agreement Year (specically including the
nal paitial Agreement Year) certifying that the Concession Fees were properly calculated and
paid as provided in Section 5.2.2 of the Agreement. However, notwithstanding Section 5.2.3 of
the Agreement, Lessee shall have no right to (and the Portshall have no obligation to perform)
an annual reconciliation for Agreement Years starting on or after November 1, 2011. As a result,
the monthly payments of the Minimum Annual Guarantee pursuant to Section 2 of this Second
Amendment shall, in effect, operate as a minimum monthly guarantee for the month for which
each payment is made.

4.     Other Terms Unaffected.  Except as expressly set forth in this Second Amendment, all
other'provisions of the Rental Car Lease and Concession Agreement, as previously amended,
shall remain in ill force and effect.

IN WITNESS WHEREOF, the parties have executed this Second Amendment as of the
date rst above written.

PORT OF SEATTLE

'
By:                             By:
Its: .                                              Its:

: ACKNOWLEDGMENTS

STATE OF WASHINGTON )
) ss
COUNTY OF KING )

On this     day of October 2011 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 ofWashington,
residing at
My Commission expires:

STATE OF WASHINGTON )
'                            ) ss
COUNTY OF KING )

On this     day of October 2011, before me personally appeared                     to me
,
known to be the                       of                     the corporation that
,
executed the within and foregoing instrument at Concessionaire, 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:

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