LEASE TERMINATION AGREEMENT

THIS LEASE TERMINATION AGREEMENT (this "Agreement") is made this 8th
day of August, 2011,
by and betWeen The Port of Seattle, 3 Washington municipal corporation ("Landlord"), and BORDERS,
lNC., a Colorado corporation, Debtor in Possession ("Tenant"), with reference to the following facts:

RECITALS:

A. Landlord and Tenant entered into (i) that certain Lease and Concession Agreement dated as of
March 2, 2004 (as amended, the "Main Lease"), relating to approximately 3,4!7
square feet of
spaCe located within the Central Terminal of Seattle Tacoma International Airport identied by
Landlord as CT-IO (the "Main Premises"), and (ii) that certain Ofce/Storage Lease Rider to
Concession Agreement dated as of August 23, 2006 (as amended, the "Lease Rider" and,
together
with the Main Lease, the "Lease"), relating to certain office and/or
storage Space located within
the Main Terminal of Seattle Tacoma international Airport (the "Supplemental Premises"
and,
together :with the Main Premises, the "Premises"), '

B. Tenant and afliated entities (collectively "Debtors") filed voluntary petitions for relief under
Chapter 11 of Title ll of the United States Code on February 16, 20!] ("Petition Date"), in
jointly administered cases entitled In re Borders Group, Inc, et 31., Case No. 11-10832 (the
"Bankruptcy Case") pending in the United States Bankruptcy Court for the Southern District of
New York (the "Bankruptcy Court"). Debtors have continued to operate their business and
manage their properties as debtors-ln-possession pursuant to 11 U.S.C.  [107(a) and 1108*.

C. Landlord and Tenant have agreed to terminate the Lease, subject
to and upon the terms as more
particularly provided in this Agreement.

NOW, THEREFORE, for and in consideration of and the mutual promises, covenants, and
agreements
hereinafter set forth, the parties hereto do hereby
agree as follows:

1.     Termination of Lease. Subject to the satisfaction of the conditions set forth in Paragraph
3 below, Tenant shall permanently and irrevocably surrender to Landlord all of its
right, title and interest
in and to the Premises on August ll, 20]! (the "Termination Date"), and the Lease shall be deemed
terminated'as of the Termination Date as if that were the date provided for the expiration of the
term of
the Lease. On or before the Termination Date, Debtors,
on behalf of Tenant, shall deliver to Landlord (i)
any keys or keypad access codes to the Premises, and (ii) contact information and/or instructions with
respect to any alarm and energy management system serving the Premises. Tenant agrees that Landlord
shall have the right to enter upon the Premises from and after the Termination Date
as fully as it would or
could have done if that were the date provided for the expiration of the
term of the Lease. If Tenant fails
to timely vacate and surrender possession of the Premises
as of the Termination Date in the manner set
forth in this Agreement, then notwithstanding anything
to the contrary contained herein, Tenant shall be
deemed to be holding over in the Premises and Landlord shall be entitled
to any available remedies under
the Bankruptcy Code and applicable state law. ''

2.     Termination Consideration.  Subject to the satisfaction of the conditions set forth in
Paragraph 3 below, Landlord shall pay to Tenant the sum of SEVENTY THOUSAND Dollars ($70,000)
(the "Termination Payment"), within one business day of the date
on which Tenant delivers notice of
entry of the Bankruptcy Court Order to Landlord in accordance with Paragraph 3 below. Landlord shall
pay the Termination Payments to Tenant by wire transfer in accordance with the wire transfer instructions
attached hereto as Exhibit A.


7083469131 006 I 365-00037

3.    Conditions Precedent. This Agreement is conditioned on, and shall only take effect
upon
satisfaction of the following conditions precedent (the "Conditions Precedent"):

(a)    execution and delivery of this Agreement by Landlord and Tenant;

(b)   approvai of this Agreement by the Port of Seattle Commission at its regular
meeting on August 9, 2011; and

(c)    the entry of an Order in the Bankruptcy Case on or prior to August 11, 2011 in
form and substance reasonably satisfactory to the Port (i) authorizing the Debtors
to enter into this
Agreement, (ii) approving the Termination Payment and (iii) waiving the 14-day stay under Rule 6004(h)
of the Federal Rules of Bankruptcy Procedure,
among other things (the "Bankruptcy Court Order").

4.     Condition of Premises.

(a) The Premiscs shall be in the condition otherwise prescribed in the Bankruptcy Court
order dated March 16, 2011 [Docket No. 399], concerning condition of premises upon
leaso rejection by the Debtors (including Tenant) (the "Premises Condition").

(b) Any furniture, fixtures, equipment or other personal property that remains in or on the
Premises following the Termination Date ("Abandoned Personal Property") shall be
deemed abandoned by Tenant pursuant to the procedures, rights and remedies set forth in
the Bankruptcy Court order dated July 21, 2011 [Docket No. 1377], which,
among other
things, authorizes the Debtors to engage liquidators to conduct going out of business
sates.

(6) Except as otherwise provided in this Paragraph 4, Landlord accepts the Premises in its
"as is" condition as of the Termination Date.

5.     Release by Landlord.

(a) Conditioned upon (i) satisfaction of the Conditions Precedent, and (ii) Tenant's return of
possession of the Premises to Landlord on or prior to the Termination Date, Landlord
("Releasing Landlord Party"), does hereby release and forever discharge Tenant and all
other Debtors, and their respective bankruptcy estates, legal predecessors,
successors and
assigns, their officers, directors, shareholders, afliates, heirs, beneciaries, executors,
representatives, agents. servants, employees, attorneys, and insurers, and each of them
(collectively the "Released Tenant Parties"), of and from any and all claims (including,
but not limited to, all pre and post-Petition Date claims held by Releasing Landlord Party
against Released Tenant Parties arising under or relating to the Lease), demands,
damages, debts, liabilities, actions, and causes of action of every kind and nature
whatsoover, whether now known or unknown, which any Releasing Landlord Party
ever
had, now has, or may hereafter have, against the Released Tenant Parties, arising out of,
based upon, or relating to, any act, omission, event, matter
or thing with respect to the
Lease, or the Premises, save and except for (A) the rights created or reserved by this
Agreement; and (B) any indemnifications obligations arising from third party claims
asserted with respect to or arising from Tenant's use and
ocwpancy of the Premises prior
to the Termination Date for which Tenant had a duty to indemnify Landlord
pursuant to
the Lease, with respect to which Tenant was required to maintain insurance
coverage
pursuant to the Lease and which expressly survive the expiration or termination of the
Lease.



7083469 F .4 006 I 36500037

(b) Subject to the exclusions contained in clauses (A) and (B) of Section 5(a) above,
Landlord's release under this Paragraph 5 expressly includes
any claim for. unpaid rent
(including but not limited to annual or base rent, percentage rent (if applicable), and
additional rent) and charges under the Lease accrued or billed prior to the Petition Date,
any claims for unpaid post-petition rent (including but not limited to base or annual rent
and additional rent (including, without limitation, real estate taxes, common area
maintenance or deferred maintenance charges, and any other charges due up to and
including the Termination Date regardless of when billed" and charges not previously '
paid for any time after the Petition Date (i.e., February 16, 20M), and any claim by
Landlord for lease termination and rejection damages under Bankruptcy Code section
'
502(b)(6).

(c) In connection with the foregoing releases, Landlord
agrees to withdraw and release any
and all claims (including Landlord's pending claim) against Safeco Insurance Company
of America ("Safeco") bond no. 6500734 (the "MD provided by Tenant to Landlord
as security for Tenant's obligations under the Lease,mm Landlord's claim against
the Bond in the amount of $3l,479.9l paid by Safeco on or about June 23, 2011 (the
"First Bond Payment"). In the event Landlord receives any payment with respect to the
Bond other than the First Bond Payment, Landlord will promptly return SLICh payment to
Safeco, or otherwise remit such payment in accordance with-Tenant's instructions.

6.     Release by Tenant.  Conditioned upon (i) satisfaction of the Conditions Precedent, and
(ii) the receipt by Tenant of the Termination Payment as provided herein, Tenant ("Releasing Tenant
mg") does hereby release and forever discharge Landlord and its legal successors and assigns
(collectively the "Released Landlord Parties"), of and from any and all claims, demands, damages, debts,
liabilities, actions, and causes of action of every kind and nature whatsoever, whether
now known or
unknown, which Releasing Tenant Parties ever had, now has, or may hereafter have, against the Released
Landlord Parties, arising out of, based upon, or relating to, any act, omission, event, matter
or thing with
respect to the Lease or the Premises, including, but not limited to, the First Bond Payment, any draw or
attempted draw on the Bond between the date of the First Bond Payment and the date hereof (except to
the extent Landlord has agreed to return or remit such payment pursuant Section 5(0) above), any
obligations of Landlord to refund to Tenant'or credit against any base or annual rent, percentage rent (if
applicable), or additional rent and charges due under the LeaSe or any overpayment by Tenant for any
common area charges or ad valorem taxes and assessments in accordance with the annuai reconciliations
of such charges as set forth in the Lease, save and except for (a) the rights created
or reserved by this
Agreement and (b) any indemnifications obligations arising from third party claims assorted with respect
to or arising from Landlord's obligations prior to the Termination Date for which Landlord had
a duty to
indemnify Tenant pursuant to the Lease and which expressly survive the expiration or termination of the
Lease. Tenant agrees that the foregoing release shall include any claim or claims Tenant might have
against Landlord with respect to the value of the claims against Tenant released by Landlord pursuant to
Section 5 hereof and any avoidance actions or claims Tenant might have against Landlord under
Chapter 5 of the Bankruptcy Code and any analogous state law (e.g., the Uniform Fraudulent Transfer
Act). -

7.     Discovery of Additional Facts or Law; Each party acknowledges that it is aware that it
may hereafter discover facts or law different from or in addition to those which it now knows or believes
to be true in reSpect to the claims, demands, damages, debts, liabilities, actions
or causes of action herein
released, each of the parties hereto agrees that these releases shall be and remain in effect as complete,
general, and mutual releases as to the matters released, notwithstanding any such additional facts or law.

8.     No Assignment. Each party represents and warrants that it has not heretofore assigned or
transferred or purported to transfer or assign to any person, rm, or corporation, any claim, demand,
damages, debt, liability, action, or cause of action herein released. Tenant acknowledges that, on or about

-3-
7083469 I .4 006 136500037

July 19, 201i, pursuant to a certain Receipt, Partial Release and Assignment (the "Assignment"),
Landlord assigned to Safeco Landlord's rights with
respect to the First Bond Payment, and Tenant agrees
that the releases by Landlord in Section 5 hereof do not include
any release of the rights assigned by
Landlord to Safeco pursuant to the Assignment. Each party hereto agrees to indemnify and hold harmless
the other parties against any claim, demand, damages, debt, liability, action, cause of action, cost or
expense including, but not limited to, attorneys' fees and disbursements actually paid
or incurred, arising
out of or in connection with any such transfer or assignment or purported or claimed transfer or
assignment, other than with respect to the Assignment.

9.     Advice of Counsel. Each party represents and warrants that it has had the
opportunity to
consult with counsel in connection with this Agreement and all
matters covered by it, and that he, she or it
has been fully advised by counsel with
respect to its releases, rights and obligations under this Agreement.

10.    Capitalized Terms. All undefined terms when used herein shall have the
same respective
meanings as are given such terms in the Lease unless expressly provided otherwise in this
Agreement.
11.    Conict With Lease. In the event of a conict between the terms of the Lease and the
terms of this Agreement, the terms of this Agreement shall
control.

12.    Further Assurances.  Landlord and Tenant hereby agree to execute such further
documents or instruments as may be
necessary or appropriate to carry out the intention of this Agreement.
In addition, Tenant shail
cause any guarantor of Tenant's obligations under the Lease
to execute such
further documents or instruments
as may be necessary or appropriate to carry out the intention of
this
Agreement.                 '
'

13.    Binding Effect. This Agreement shall be binding
upon and shall inure to the benet of
the respective parties hereto, their respective
legal successors, heirs, administrators and assigns, and each
of them.

14.    Headings.  This section and paragraph heading contained in this Agreement are for
reference purposes oniy and shall not affect in
any way the meaning or interpretation of this Agreement. .

15.               Jurisdiction.
_ Governing Law;      This Agreement shall be construed under and shall be
governed by the laws of the state in which the Premises is located.
Except as otherwise provided in
Paragraph 1 herein, all controversies arising under
or related to this Agreement shall be resolved in the
Bankruptcy Case. Landlord and Tenant, and each of them,
conscnt to personal jurisdiction before the
United States Bankruptcy Court for the Southern District of New York
for such purpose.

16.   Counterparts. This Agreement may be executed in two
or more counterparts, each of
which will be an original, and all of which shall constitute
an agreement. -

i7.    Entire Understanding. This Agreement Sets forth the entire understanding of the
parties
in connection with the subject matter hereof.
None of the parties hereto has made any statement,
representation, or warranty in connection herewith which has been relied
upon by any other party hereto
or which has been an inducement for
any party to enter into this Agreement, except as expressly set forth
herein, It is expressly understood and agreed that this
Agreement may not be altered, amended, modified,
or otherwise changed in any respect whatsoever except by a writing duly executed by authorized
representatives of the parties hereto.  The parties agree that all agreements are merged into this
Agreement which alone sets forth the understanding of the parties, and that they
will make no claim at
any time that this Agreement has been altered or modied or otherwise changed by oral communication
of any kind or character.



708346914 006 l 365-00037

18.   Authority.

(a) Landlord warrants and represents to Tenant that: (i) Landlord is the current holder of the
Landlord's interest under the Lease; (ii) subject to the satisfaction of clause
(b) of the
Conditions Precedent, each individual exeCuting, attesting and/or delivering this
Agreement on behalf of Landlord is duly authorized to do so on behalf of Landlord;
(iii) subject to the satisfaction of clause (b) of the Conditions Precedent, this Agreement
is binding upon and enforceable against Landlord and its successors and assigns; and
(iv) Landlord is duly organized and legally existing in the state of its organization and is
qualied to do business in the state in which the Premises are located.

(b) Tenant warrants and represents to Landlord that: (i) subject to the satisfaction of clause
(c) of the Conditions Precedent, each individual executing, attesting and/or delivering this
Agreement on behalf of Tenant is duly authorized to do so on behalf of Tenant;
(ii) subject to the satisfaction of clause (c) of the Conditions Precedent, this Agreement is
binding upon and enforceable against Tenant and its successors and assigns; and
(iii) Tenant is duly organized and legally existing in the state of its organization and is
qualied to do business in the state in which the Premises are located.

19'    Ambiguity. Each of Landlord and Tenant expressly declares that it participated in the
negotiation of this- Agreement, and that therefore no ambiguities in this Agreement
may be resolved in
favor of one party because the other party is the drafter of this Agreement.

20.   Brokers. Each party represents and warrants that, except for DJM Realty, LLC
(whose
fee or commission shall be paid by Tenant pursuant to separate Agreement), it dealt with no broker or
brokers in connection with the negotiation, execution and delivery of this Agreement. Each party shall,
and does hereby, indemnify, defend and save the other parties harmless from and
against any losses,
damages, penalties, claims or demands of whatsoever nature arising from a breach of its foregoing
representation including, without limitation, reasonable attorneys' fees and expenses.  The foregoing
indemnity shall survive the termination of this Agreement.                      '

21.   Facsimile Signatures.  The parties shall be bound by their signatures transmitted by
facsimile or electronic mail (in .pdf format) as if such signatures were original "ink" signatures.
They
further agree to forward original "ink" signatures promptly
following the transmission of facsimile or
electronic signatures. This Agreement shall be enforceable with facsimile
or electronic signatures if one
or more parties does not deliver an original signature.

1N WITNESS WHEREOF, the parties hereto
set their hands below:

LANDLORD                  TENANT

THE PORT OF SEATTLE,
a Washington municipal corporation

By:
Name:
W
Its:
-----.__ 




7033469 l .4 006 I 365-00037

EXHIBIT A

TENANT'S WIRE INSTRUCTIONS


Bank = PNC Bank, NA.
ABA = 043000096
Acct Name = Borders, Inc.
Acct # = 1 001744196
























7083469 1 .4 006 l 365-00037

LEASE TERMINATION AGREEMENT

THIS LEASE TERMINATION AGREEMENT (this "Agreement") is made this 8th day of August, 2011,
by and between The Port of Seattle, a Washington municipal corporation ("Landlord"), and BORDERS,
NC, a Colorado corporation, Debtor in Possession ("Tenant"), with reference to the following facts:

RECITALS:

A. Landlord and Tenant entered into (i) that certain Lease and Concession Agreement dated as of
March 2, 2004 (as amended, the "Main Lease"      to approximately 3,417 square feet of
, relating
space located within, the Central Terminal of Seattle Tacoma International Airport identied by
Landlord as CT-lO (the "Main Premises" and
,      (ii) that certain Ofce/Storage Lease, Rider to
Concession Agreement dated as ofAugust 23, 2006 (as amended, the "Lease Rider" and, together
with the Main Lease, the "Lease"), relating to certain ofce and/or storage space located within
the Main Terminal of Seattle Tacoma International Airport (the
"Supplemental Premises" and,
together with the Main Premises, the "Premises"),
'
B. Tenant and afliated entities (collectively "Debtors") led voluntary petitions for relief under
' Chapter 11 of Title 11 of the United States Code on February 16, 2011 ("Petition Date"), in
jointly administered cases entitled In re Borders Group, Inc., et al., Case No. 11-10832 (the
"Bankruptcy Case") pending in the United States Bankruptcy Court for the Southern District of
New York (the "Bankruptcy Court"). Debtors have continued to operate their business and
manage theirproperties as debtors-in-possession pursuant to 11 U.S.C.  1107(a) and 1108.

C. Landlord and Tenant have agreed to terminate the Lease, subject to and upon the terms as more
particularly provided in this Agreement.

NOW, THEREFORE, for and in consideration of and the mutual promises, covenants, and agreements
hereinafter set forth, the parties heretovdo hereby agree as follows:

1.     Termination of Lease. Subject to the satisfaction of the conditions set forth in Paragraph
3 below, Tenant shall permanently and irrevocably surrender to Landlord all of its right, title and interest
in and to the Premises on August 11, 2011 (the "Termination Date"), and the Lease shall be deemed
terminated as of the Termination Date as if that were the date provided for the expiration of the term of
the Lease. On or before the Termination Date, Debtors, on behalf of Tenant, shall deliver to Landlord (i)
any keys or keypad access codes to the Premises, and (ii) contact information and/or instructions with
respect to any alarm and energy management system serving the Premises. Tenant agrees that Landlord
shall have the right to enter upon the Premises from and after. the Termination Date as rlly as it would
or
could have done if that were the date provided for the expiration of the term of the Lease. If Tenant fails
to timely vacate and surrender possession of the Premises as of the Termination Date in the manner set
forth in this Agreement, then notwithstanding anything to the contrary contained herein, Tenant shall be
deemed to be holding over in the Premises and Landlord shall be entitled to any available remedies under
the Bankruptcy Code and applicable state law.

2.    Termination Consideration.  Subject to the satisfaction of the conditions set forth in
Paragraph 3 below, Landlord shall pay to Tenant the sum of SEVENTY THOUSAND Dollars ($70,000)
(the 'Ten-nination Pament"), within one business day of the date on which Tenant delivers notice of
entry of the Bankruptcy Court Order to Landlord in accordance with Paragraph 3 below. landlord shall
pay the Termination Payments to Tenant by wire transferin accordance with the wire transfer instructions
attached hereto as Exhibit A


7083469l .4 0061365-00037

3.     Conditions Precedent. This Agreement is conditioned on, and shall only take effect upon
satisfaction of the following conditions precedent (the "Conditions Precedent"):

(a)    execution and delivery of this Agreement by Landlord and Tenant;

(b)   approval ofthis Agreement by the Port of Seattle Commission at its regular
meeting on August 9, 2011; and '

(c)    the entry of an Order in the Bankruptcy Case on or prior to August 1 1, 2011 in
form and substance reasonably satisfactory to the Port (i) authorizing the Debtors to enter into this
Agreement, (ii) approving the Termination Payment and (iii) waiving the 14-day stay under Rule 6004(h)
of the Federal Rules of Bankruptcy Procedure, among other things (the "Bankruptcy Court Order").

4.     Condition of Premises.

(a) The Premises shall be in the condition otherwise prescribed in the Barn'uptcy Court
order dated March 16, 2011 [Docket No. 399], concerning condition of premises upon
lease rejection by the Debtors (including Tenant) (the "Premises Condition").

(b) Any irniture, xtures, equipment or other personal property that remains in or on the
Premises following the Termination Date ("Abandoned Personal Property") shall be
deemed abandoned by Tenant pursuant to the procedures, rights and remedies set forth in
the Bankruptcy Court order dated July 21, 2011 [Docket No. 1377], which, among other
things, authorizes the Debtors to engage liquidators to conduct going out of business
sales.

(0) Except as otherwise provided in this Paragraph 4, Landlord accepts the Premises in its
"as is" condition as of the Termination Date.

5.     Release by Landlord.

(a) Conditioned upon (1) satisfaction of the Conditions Precedent, and (ii) Tenant's return of
possession of the Premises to Landlord on or prior to the Termination Date, Landlord
("Releasing Landlord Party"), does hereby release and forever discharge Tenant and all
other Debtors, and their respective bankruptcy estates, legal predecessors, successors and
assigns, their ofcers, directors, shareholders, afliates, heirs, beneciaries, executors,
representatives, agents, servants, employees, attorneys, and insurers, and each of them
(collectively the "Released Tenant Parties"), of and from any and all claims (including,
but not limitedto, all pre and post-Petition Date claims held by Releasing Landlord Party
"
against Released Tenant Parties arising under or relating to the Lease), demands,
damages, debts, liabilities, actions, and causes of action of every kind and nature
whatsoever, whether now known or unknown, which any Releasing Landlord Party ever
had, now has, or may hereafter have, against the Released Tenant Parties, arising out of,
based upon, or relating to, any act, omission, event, matter or thing with respect to the
Lease, or the Premises, save and except for (A) the rights created or reserved by this
Agreement; and (B) any indenmications obligations arising from third party claims
asserted with respect to or arising from Tenant's use and occupancy of the Premises prior
to the Termination Date for which Tenant had a duty to indemnify Landlord pursuant to
the'Lease, with respect to which Tenant was required to maintain insurance coverage
pursuant to the Lease and which expressly survive-the expiration or termination of the
Lease.



70834691 .4 0061365-00037

(b) Subject to the exclusions contained in clauses (A) and (B) of Section 5(a) above,
Landlord's release under this Paragraph 5 expressly includes any claim for unpaid rent
(including but not limited to annual or base rent, percentage rent (if applicable), and
additional rent) and charges under the Lease accrued or billed prior to the Petition Date,
any claims for unpaid post-petition rent (including but not limited to base or annual rent
and additional rent (including, without limitation, real estate taxes, common area
maintenance or deferred maintenance charges, and any other charges due up to and
including the Termination Date regardless of when billed)) and charges not previously
paid for any time after the Petition Date (i.e., February 16, 2011), and any claim by
Landlord for lease termination and rejection damages under Bankruptcy Code section
502(b)(6).

(c) In connection with the foregoing releases, Landlord agrees to withdraw and release any
and all claims (including Landlord's pending claim) against Safeco Insurance Company
of America ("Safeco") bond no. 6500734 (the "Bgnd' provided by Tenant to Landlord
as security for Tenant's obligations under the Lease, atlas}; th__;an Landlord's claim against
the Bond in the amount of $31,479.91 paid by Safeco on or about June 23, 2011 (the
"First Bond Pamen "). In the event Landlord receives any payment with respect to the
Bond other than the First Bond Payment, Landlord will promptly return such payment to
Safeco, or otherwise remit such payment in accordance with Tenant's instructions.

6.     Release by Tenant. Conditioned upon (i) satisfaction of the Conditions Precedent, and
(ii) the receipt by Tenant of the Termination Payment as provided herein, Tenant ("Releasing Tenant
P_agy") does hereby release and forever discharge Landlord and its legal successors and assigns
(collectively the "Released Landlord Parties" of and om any and all claims, demands, damages, debts,
,
liabilities, actions, and causes of action of every kind and nature whatsoever, whether now known or
unknown, which Releasing Tenant Parties ever had, now has, or may hereaer have, against the Released
Landlord Parties, arising out of, based upon, or relating to, any act, omission, event, matter or thing with
respect to the Lease or the Premises, including, but not limited to, the First Bond Payment, any draw or
attempted draw on the Bond between the date of the First Bond Payment and the date hereof (except to
the extent Landlord has agreed to return or remit such payment pursuant Section 5(0) above), any
obligations of Landlord to refund to Tenant or Credit against any base or annual rent, percentage rent (if
applicable), or additional rent and charges due under the Lease or any overpayment by Tenant for any
common area charges or ad valorem taxes and assessments in accordance with the annual reconciliations
of such charges as set forth in the Lease, save and eXCept for (a) the rights created or reserved by this
Agreement and (b) any indemnications obligations arising from third party claims asserted with respect
to or arising om Landlord's obligations prior to the TerminationDate for which Landlord had a duty to
indemnify Tenant pursuant to the Lease and which expressly survive the expiration or termination of the
Lease. Tenant agrees that the foregoing release shall include any claim or claims Tenant might have
against Landlord with respect to the value of the claims against Tenant released by Landlord pursuant to
Section 5 hereof and any avoidance actions or claims Tenant might have against Landlord under
Chapter 5 of the Bankruptcy Code and any analogous state law (cg, the Uniform Fraudulent Transfer
Act).                              v

7.     Discovery of Additional Facts or Law. Each party acknowledges that it is aware that it
may hereafter discover facts or law different from or in addition to those which it now knows or believes
to be true in respect to the claims, demands, damages, debts, liabilities, actions or causes of action herein
released, each of the parties hereto agrees that these releases shall be and remain in effect as complete,
general, and mutual releases as to the matters released, notwithstanding any such additional facts or law.

8.     No Assignment. Each party represents and warrants that it has not heretofore assigned or
transferred or purported to transfer or assign to any person, rm, or corporation, any claim, demand,
damages, debt, liability, action, or cause of action herein released. Tenant acknowledges that, on or about

-3-
70834691 .4 006l365-00037

July 19, 2011, pursuant to a certain Receipt, Partial Release and Assignment (the "Assiment"
,
Landlord assigned to Safeco Landlord's rights with respect to the First Bond Payment, and Tenant agrees
that the releases by Landlord in Section 5 hereof do not include any release of the rights assigned by
Landlord to Safeco pursuant to the Assignment. Each party hereto agrees to indemnify and hold harmless
the other parties against any claim, demand, damages, debt, liability, action, cause of action, cost or
expense including, but not limited to, attorneys' fees and disbursements actually paid or incurred, arising
out of or in connection with any such transfer or assignment or purported or claimed transfer or
assignment, other than with respect to the Assignment.

9.     Advice of Counsel. Each party represents and warrants that it has had the opportunity to
consult with counsel in connection with this Agreement and all matters covered by it, and that he, she or it
has been fully advised by counsel with respect to its releases, rights and obligations under this Agreement.

10.   Capitalized Terms. All undened terms when used herein'shall have the same respective
meanings as are given such terms in the Lease unless expressly provided otherwise in this Agreement. '

ll.   Conict With Lease. In the event of a conict between the terms of the Lease and the
terms of this Agreement, the terms ofthis Agreement shall control.

12.   Further Assurances.  Landlord and Tenant hereby agree to execute such further
documents or instruments as may be necessary or appropriate to carry out the intention of this Agreement.
In addition, Tenant shall cause any guarantor of Tenant's obligations under the Lease to execute such
further documents or instruments as may be necessary or appropriate to carry out the intention of this
Agreement.

13.   Binding Effect. This Agreement shall be binding upon and shali inure to the benet of
the respective parties hereto, their respective legal successors, heirs, administrators and assigns, and each
of them.

14.   Headings.  This section and paragraph heading contained in this Agreement are for
reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement.
15.   Governing Law; Jurisdiction.  This Agreement shall be construed under and shall be
governed by the laws of the state in which the Premises is located. Except as otherwise provided in
Paragraph 1 herein, all controversies arising under or related to this Agreement shall be resolved in the
Bankruptcy Case. Landlord and Tenant, and each of them, consent to personal jurisdiction before the
United States Bankruptcy Court for the Southern District ofNew York for such purpose.

16.   Countemarts. This Agreement may be executed in two or more counterparts, each of
which will be an original, and all of which shall constitute an agreement.

17.   Entire Understanding. This Agreement sets forth the entire understanding of the parties
in connection with the subject matter hereof.  None of the parties hereto has made, any statement,
representation, or warranty in connection herewith which has been relied upon by any other party hereto
or which has been an inducement for any party to enter into this Agreement, except as expressly set forth
herein. It is expressly understood and agreed that this Agreement may not be altered, amended, modied,
or otherwise changed in any respect whatsoever except by a writing duly executed by authorized
representatives of the parties hereto.  The parties agree that all agreements are merged into this
Agreement which alone sets forth the understanding of the parties, and that they will make no claim at
any time that this Agreement has been altered or modied or otherwise changed by oral communication
of any kind or character.



7083469] .4 006 l 365-00037

l 8.    Authority.

(a) Landlord warrants and represents to Tenant that: (i) Landlord is the current holder of the
Landlord's interest under the Lease; (ii) subject to the satisfaction of clause (b) of the
Conditions. Precedent, each individual executing, attesting and/or delivering this
Agreement on behalf of Landlord is duly authorized to do so on behalf of Landlord;
(iii) subject to the satisfaction of clause (b) of the Conditions Precedent, this Agreement
is binding upon and enforceable against Landlord and its successors and assigns; and
(iv) Landlord is duly organized and legally existing in the state of its organization and is
qualied to do business in the state in which the Premises are located.

(b) Tenant warrants and represents to Landlord that: (i) subject to the satisfaction of clause
(0) of the Conditions Precedent, each individual executing, attesting and/or delivering this
Agreement on behalf of Tenant is duly authorized to do so on behalf of Tenant;
(ii) subject to the satisfaction of clause (0) of the Conditions Precedent, this Agreement is
binding upon and enforceable against Tenant and its successors and assigns; and
(iii) Tenant is duly organized and legally existing in the state of its organization and is
qualied to do business in the state in which the Premises are located.
~
19.   Ambiguity. Each of Landlord and Tenant expressly declares that it participated in the
negotiation of this Agreement, and that therefore no ambiguities in this Agreement may be resolved in
favor of one party because the other party is the drafter of this Agreement.

20.   Brokers. Each party represents and warrants that, except for DIM Realty, LLC (whose
fee or commission shall be paid by Tenant pursuant to separate Agreement), it dealt with no broker or
brokers in connection with the negotiation, execution and delivery of this Agreement. Each party shall,
and does hereby, indemnify, defend and save the other parties harmless from and against any losses,
damages, penalties, claims or demands of whatsoever nature arising from a breach of its foregoing
representation including, without limitation, reasonable attorneys' fees and expenses.  The foregoing
indemnity shall survive the termination of this Agreement.

21.   Facsimile Signatures. The parties shall be bound by their signatures transmitted by
facsimile or electronic mail (in .pdf format) as if such signatures were original "ink" signatures. They
further agree to forward original "ink" signatures promptly following the transmission of facsimile or
electronic signatures. This Agreement shall be enforceable with facsimile or electronic signatures if one
or more parties does not deliver an original signature.

IN WITNESS WHEREOF, the parties hereto set their hands below:

LANDLORD                  TENANT
,

THE PORT OF SEATTLE,                BORDERS, NC,
a Washington municipal corporation               a Colorado corporation, debtor-in-possession

By:
Name:
Its:
_




7033469l.4 0061365430037

EXHIBIT A

TENANT'S WIRE INSTRUCTIONS
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70834691 .4 006136500037