Item No.     4d_Attach1
Date of Meeting: June 9, 2015
THIRD AMENDMENT TO LEASE
BETWEEN
PORT OF SEATTLE
AND
WESTWAY FEED PRODUCTS, INC.
AT
TERMINAL 18
THIS THIRD AMENDMENT TO LEASE made as of _______________, 2015, by and
between the PORT OF SEATTLE, a Washington municipal corporation, hereinafter called "the
Port," and WESTWAY FEED PRODUCTS, INC., a Delaware limited liability corporation,
hereinafter called "Lessee."
W I T N E S S E T H :
WHEREAS, the parties entered into a lease agreement dated July 23, 1996, hereinafter
called the "Basic Lease," covering certain premises and activities by Lessee at Terminal 18,
Seattle, Washington, which was subsequently amended by First Amendment dated April 7, 2000;
assigned by a Conditional Consent to Assignment dated October 12, 2006; amended by Second
Amendment dated February 12, 2009; subsequently assigned by a Conditional Consent to
Assignment dated February 11, 2010; and a Continuing Lease Guaranty was effective February
14, 2013; and
WHEREAS, the parties now wish to further revise the Basic Lease as previously amended,
by extending the lease term, and by amending the maintenance and repair provision to address
the replacement of rail tracks at the south end of Terminal 18.
NOW THEREFORE, in consideration of their mutual promises, the parties hereby agree as
follows:
1.   Paragraph 2 (TERM) of the Basic Lease is hereby deleted in its entirety and replaced
with the following:
"2 TERM
This lease shall be for a term of thirty (30) years, beginning on or before
September 30, 1998 and ending September 30, 2028."
2.   Paragraph 9 (MAINTENANCE AND REPAIR) of the Basic Lease, as amended, is
hereby deleted in its entirety and replaced with the following:
"9 MAINTENANCE AND REPAIR
a.  Maintenance and Repair by Lessee.
i.  Lessee shall, at its sole cost and expense, keep the Premises, together
with all Alterations, equipment and installations  in good order,
condition and repair at all times. Lessee shall make all repairs and
replacements (ordinary as well as extraordinary, foreseen, and
unforeseen) which may be necessary or required so that at all times the
Premises are in good order, condition and repair. Without limiting the
generality of the foregoing, Lessee shall keep the glass of all windows
and doors on the Premises clean and presentable, shall replace all
cracked or broken glass in the Premises, shall keep the mechanical and
electrical systems and all drains clean and in a good state of repair,
shall protect the sprinkler system and all pipes and drains so that they
will not freeze or become clogged and shall not permit or suffer any
waste, damages, or disfigurement to or upon the Premises or any part
thereof.
ii.  Lessee shall also keep the Premises and entryways neat, clean and in
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sanitary condition, free from infestation of pests and conditions which
might result in harborage for, or infestation of pests. As used in this
paragraph, the word "pests," as used herein, shall include without
limitation, rodents, insects, and birds in numbers to the extent that a
nuisance is created. Lessee shall also specifically remove all snow and
ice from the sideway in front of the Premises and shall remove all
snow and ice from the roof thereof.
iii. Lessee's obligation to make all necessary repairs shall extend to all
improvements on the Premises, including, but not limited to the apron,
vessel fender system, pipeline and the molasses pipeline and riser
system (the "Molasses Pipeline"), paving, fencing, tanks and other
structures, and landscaping, except to the extent that any of the repairs
described in this provision may be required as a result of damage
caused by the sole negligence of the Port or other tenants of the Port.
iv. Lessee will maintain and repair the railroad tracks within the Premises
("On Premises East Track"), the off Premises railroad tracks servicing
Lessee's Premises ( "Off Premises East Track"), and the off Premises
connecting east track ("Off Premises Connecting East Track"), all as
shown on the attached Exhibit A-3, except to the extent that any of the
repairs described in this provision may be required as a result of
damage caused by the sole negligence of the Port or other tenants of
the Port.
v.  The Port will complete a one-time replacement of the off Premises
railroad tracks located northwest of Lessee's Premises ("Off Premises
New Terminal 18 South Gate Track") as shown on the attached
Exhibit A-3. Lessee will also be responsible for all maintenance and
repairs for the Off Premises New Terminal 18 South Gate Track,
except to the extent that any of the repairs described in this provision
may be required as a result of damage caused by the sole negligence of
the Port or other tenants of the Port. Maintenance and repair shall
include, but not be limited to, the following: annual visual inspections,
miscellaneous rail maintenance (such as tighten bolts), and any
required asphalt repairs at crossing interface, and replacement of
concrete panels. Consistent with Paragraph 6 (USE OF PREMISES) of
the Basic Lease, the Lessee shall at all times schedule its maintenance
and repairs to avoid disruptions of SSA's (as defined in paragraph 6 of
the Basic Lease) operations at SSA's gates, yard, and apron.
b.  Maintenance and Repair by Port.
i.   The Port is under no obligation to undertake maintenance and repairs
to the Premises and will only do so upon Lessee's request and
agreement to fully reimburse the Port, or upon such cost sharing as
may be agreed to between the Port and Lessee.
ii. There shall be no abatement or reduction of rent, except to the extent
of the Port's sole gross negligence or intentional misconduct, and the
Port shall not be responsible for any loss or damages to Lessee's
business, arising by reason of the Port making any repairs, alterations
or improvements except to the extent of the Port's sole gross
negligence or intentional misconduct." 
3.   Exhibit "A-3" is attached hereto and incorporated herein, superseding Exhibit "A."
4.    Except as expressly amended herein, all provisions of the Basic Lease (as previously
amended) shall remain in full force and effect.


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IN WITNESS WHEREOF, the parties hereto have executed this Third Amendment as of
the day and year first above written.
LESSOR                   LESSEE
PORT OF SEATTLE              WESTWAY FEED PRODUCTS, INC.
a municipal corporation                  a limited liability corporation

By _________________________________    By _________________________________
Its_______________________________      Its_______________________________

Notary to Third Amendment to Lease
with Westway Feed Products, Inc.
at Terminal 18.
STATE OF WASHINGTON )
) ss
COUNTY OF KING )
On this ___ day of ___________________, 2015 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 affixed my official seal the day and year first above
written.

_____________________________________________
(Signature)
_____________________________________________
(Print Name)
Notary Public, in and for the State of Washington,
residing at _____________________________________
My Commission expires: _________________________

STATE OF WASHINGTON )
) ss
COUNTY OF KING )
On this ___ day of ___________________, 20_______ before me personally appeared
____________________________, to me known to be the _________________________________ of the
___________________________________, the individual/entity that executed the within and foregoing instrument
as Lessee, and acknowledged said instrument to be the free and voluntary act and deed of said individual/entity, 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 affixed my official seal the day and year first above
written.

_____________________________________________
(Signature)
_____________________________________________
(Print Name)
Notary Public, in and for the State of Washington,
residing at _____________________________________
My Commission expires: _________________________




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EXHIBIT A-3 
















Third Amendment
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