PORT OF SEATTLE 
MEMORANDUM 
COMMISSION AGENDA    Item No.   5b
Date of Meeting    February 9, 2010
DATE:   February 4, 2010 
TO:     Tay Yoshitani, Chief Executive Officer
FROM:   Michael Burke, Senior Manager Container Leasing and Operations
Michael Campagnaro, Manager, Container Leasing and Operations
SUBJECT: Conditional Consent to Assignment of the lease between the Port of
Seattle, Westway Feed Products, Inc., and Feed Merger Sub LLC.
ACTION REQUESTED:
Request Port Commission authorization for the Chief Executive Officer to execute the
Conditional Consent to Assignment of the lease between the Port of Seattle, Westway
Feed Products, Inc., and Feed Merger Sub LLC.
SYNOPSIS: 
Westway Feed Products, Inc. (Assignor) has been using the southerly berth at Terminal
18 (T-18) for product transfer since July 23, 1996. As of May 1, 2009, the Lessee
entered into a merger Transaction Agreement with Feed Merger Sub LLC (Assignee).
Effective May 28, 2009, the Assignee changed its name to Westway Feed Products LLC.
This name change action did not involve any further transfer or assignment of Assignee's
lease. The Assignee has been a Port tenant for over ten year and has a good rent
payment history. It is standard Port practice to only consent to lease assignments on a
conditional basis. The conditional nature of lease assignments primarily pertains to the
Assignor remaining liable and responsible under all terms of the lease despite the Port's
consent of lease assignment to Assignee. 
MAJOR ELEMENTS OF THE PROPOSED CONDITIONAL CONSENT TO
ASSIGNMENT:
The major elements of the proposed conditional consent to assignment (attached) are as
follows:
1.  As of the Effective Date, Assignor will, excepting only the necessity of this
Consent, absolutely and unconditionally assign and transfer, by means of merger,
to Assignee all of Assignor's right, title, and interest in and to the Lease, subject
to all the terms and conditions, covenants, and agreements contained in the Lease. 

SP:/T-18/Westway Feed/Commission/Westway Commission Memo

COMMISSION AGENDA 
Tay Yoshitani, Chief Executive Officer
February 4, 2010
Page 2
2.  Assignee has documented terms satisfactory to the Port compliance with
Paragraph 5 (Bond or Other Surety) of the Lease, by consenting to the retention
by the Port of the security previously provided by Assignor. 
Budget/Authorization Summary
Previous Authorizations                                      None
Current request for authorization                                   None
Total Authorizations, including this request                            None
Remaining budget to be authorized                               None
Source of Funds
No funds needed.
Financial Analysis Summary 
CIP Category          N/A
Project Type           N/A
Risk adjusted Discount rate  N/A
Key risk factors           The proposed assignee, Westway Feed Products LLC, is a
newly formed LLC and the wholly owned subsidiary of
Shermen WSC Acquisition Corp. The assignor, Westway
Feed Products, Inc., has merged with and into the
assignee, Westway Feed Products LLC.
The risk associated with assigning this lease to a newly
formed LLC has been mitigated, as the assignor remains
liable for all terms and conditions of the lease for the
duration of the lease.
Project cost for analysis     N/A
Business Unit (BU)       Container Support Properties
Effect on business         This lease assignment has no impact on business performance
performance
IRR/NPV          N/A
ALTERNATIVES CONSIDERED: 
Approve Conditional Consent to Assignment: Approval of the assignment of the Lease
will allow for the continued operation of Westway Feed Products, Inc at Terminal 18.
The Port benefits from approving this assignment because it will secure a continued
revenue stream for the Port. This is the recommended alternative. 
Not Approve Conditional Consent to Assignment: The proposed assignment is to allow
the merger of Westway Feed Products, Inc. into a newly formed, shell subsidiary of

COMMISSION AGENDA 
Tay Yoshitani, Chief Executive Officer
February 4, 2010
Page 3
Shermen WSC Acquisition Corporation (a public company). By operation of law, all of
the assets and obligations of Westway Feed Products, Inc. will become the assets and
obligations of this new subsidiary. Thus, without the proposed Consent to Assignment,
the Port will have no contract obligation with Feed Merger Sub LLC as it has today with
Westway Feed Products, Inc.
PREVIOUS COMMISSION ACTIONS OR BRIEFINGS: 
On February 10, 2009, the Commission approved execution of Second Amendment to
lease.
On October 12, 1999, the Commission approved execution of First Amendment to lease.
On July 23, 1996, the Commission approved new lease agreement.