ELEVENTH AMENDMENT TO LEASE
BETWEEN
PORT OF SEATTLE AND LOUIS DREYFUS CORPORATION
TERMINAL 86

THIS ELEVENTH AMENDMENT TO LEASE made as of ______________, 20___, by
and between the PORT OF SEATTLE, a Washington municipal corporation, hereinafter called
"Port," and LOUIS DREYFUS CORPORATION, a Delaware corporation, hereinafter called
"Lessee,"
W I T N E S S E T H:
WHEREAS, the Port and Lessee entered into a Lease and Construction Agreement
dated March 26, 1968, for premises at Terminal 86, which was subsequently amended by ten
Amendments dated July 8, 1969, August 15, 1969, June 23, 1970, March 5, 1971, November
22, 1988, November 14, 1989, February 16, 1996, April 14, 1998, Assignment and Assumption
of Lease and Ninth Amendment to Lease dated March 14, 2000, and dated October 12, 2004
(collectively "the Lease"); and
WHEREAS, the parties now wish to further amend the Lease by revising the term
provisions.
NOW THEREFORE, in consideration of their mutual promises, the parties hereby agree
as follows:
1.    Paragraph 2 (b) of the Lease is deleted in its entirety and replaced as follows:
b.    It is further provided that the options granted under the Lease shall be
deemed to have been relinquished unless Lessee shall have notified the
Port in writing in advance of the beginning of each option period of its
election to exercise its option with respect to the immediately following
five (5) year period subject to the Port granting its written consent which
will not be unreasonably withheld. If Lessee is in compliance with the
terms and conditions of this Lease and has, upon written notice to the
Port given on or before May 14, 2010, advised the Port of its election to
exercise its option, this Lease will be extended for an additional five (5)
year term subject to the Port giving its written consent, which will not be
unreasonably withheld, by August 14, 2010. In the event that the Lease
is extended for the period from November 14, 2010 through November
14, 2015, and the Lessee is in compliance with the terms and conditions
of this Lease and has, upon written notice to the Port given on or before
November 14, 2014, advised the Port of its election to exercise its option,
this Lease will be extended subject to the Port giving its written consent
which will not be unreasonably withheld, by February 14, 2015.
2. Except as expressly amended herein, all provisions of the Lease (as previously
amended) shall remain in full force and effect.
IN WITNESS WHEREOF, the parties hereto have executed this Eleventh Amendment as of the
day and year first above written.
PORT OF SEATTLE
A municipal corporation

By: ________________________
Chief Executive Officer

LOUIS DREYFUS CORPORATION
A municipal corporation

By: ________________________
Its: ___________________
POS 553511                    1
10/16/2009

Notary to Eleventh Amendment to Lease
with Louis Dreyfus Corporation
at Terminal 86
STATE OF WASHINGTON )
) SS.
COUNTY OF KING )

On this ______ day of ______________, 2009, before me, the undersigned notary public in and
for the State of Washington, duly commissioned and sworn, personally appeared
______________________ to me know to be the _________________ of the PORT OF
SEATTLE, a municipal corporation, the corporation that executed the 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 he was duly authorized to
execute the same.
WITNESS my hand and official seal hereto the day and year in the Certificate first above
written.
_______________________________
Notary Public in and for the State of
Washington, residing at ____________.
My appointment expires ____________.
(ACKNOWLEDGEMENT FOR CORPORATE LESSEE)

STATE OF MISSOURI )
) SS.
COUNTY OF _______ )

On this ______ day of ______________, 2009, before me personally appeared
______________________ and _____________________ to me know to be the
_________________ and ___________________ respectively of the 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 they were authorized to execute said instrument and that the seal affized is
the corporate seal of said corporation.
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 appointment expires ____________.





POS 553511                    2
10/16/2009