TERMINATION AGREEMENT AND RELEASE 
THIS TERMINATION AGREEMENT AND RELEASE (the "Agreement") is made
and entered into by and among Port of Seattle (the "Port"), LD Commodities Seattle Export
Elevator LLC ("Tenant"), Louis Dreyfus LLC as successor by conversion to Louis Dreyfus
Corporation ("LDCorp"), a predecessor in interest to Tenant under the Lease, and Louis Dreyfus
Commodities LLC ("Guarantor") and is dated the ___day of ______, 2014.
WITNESSETH THAT 
WHEREAS, Tenant leases from the Port premises at Terminal 86 in the Port of Seattle
(the "Premises") pursuant to that certain Lease and Construction Agreement, dated March 6,
1968 between the Port and Tenant, as assignee, as amended and extended pursuant to the
following documents (together with all such amendments, modifications and ancillary
documents, the "Lease"): First Amendment to Lease, dated March 26, 1968, Second
Amendment to Lease, dated August 6, 1969, Third Amendment to Lease, dated June 23, 1970,
Fourth Amendment to Lease, dated March 5, 1971, Fifth Amendment to Lease, dated November
22, 1988, Sixth Amendment to Lease, dated November 14, 1989, Seventh Amendment to Lease,
dated February 16, 1996, Eighth Amendment to Lease, dated April 14, 1998, Assignment &
Assumption & Ninth Amendment, dated March 14, 2000, Tenth Amendment to Lease, dated
October 12, 2004, Eleventh Amendment to Lease, dated November 11, 2009 and Improvement
Agreement, dated May 11, 2010.
WHEREAS, Guarantor entered into that certain Guaranty Agreement in favor of the Port
dated December 20, 2010 (the "Guaranty").
WHEREAS, the Port, Tenant and LDCorp entered into that certain Standstill and Tolling
Agreement effective as of September 24, 2012 (the "Tolling Agreement"), in connection with the
Port's Spout Claims (as defined in the Tolling Agreement).
WHEREAS, the Port and LDC Washington LLC ("New Tenant"), an affiliate of
Guarantor, intend to execute a new lease (the "New Lease") for the Premises. 
WHEREAS, Guarantor intends to execute a new guaranty (the "New Guaranty") in
favor of the Port in connection with the New Lease.
WHEREAS, the parties desire to terminate the Lease, the Guaranty, and the Tolling
Agreement and provide certain releases upon the terms and conditions set forth in this
Agreement.
NOW, THEREFORE, in consideration of the foregoing and of the mutual promises
hereinafter contained and for other good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, the parties hereto, intending to be legally bound, hereby
agree as follows:

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1.    The foregoing recitals are true and correct and incorporated herein by reference.
The Effective Date hereunder shall be the Commencement Date of the New Lease.
2.    The Lease, the Guaranty and the Tolling Agreement are hereby terminated
effective as of the Effective Date. Notwithstanding the foregoing, the obligation of the Port and
Tenant pursuant to Section 3(d) of the Lease to reconcile the Tonnage Fee (as such term is
defined in the Lease) due for the partial Crop Year (as such term is defined in the Lease) from
September 1, 2013 through the Effective Date shall survive the termination of the Lease until
such time as the Port and Tenant complete such reconciliation and final payment (the "Final
Rent") in accordance with such section of the Lease, which date shall be no later than October
31, 2014. Notwithstanding any provision in the Tolling Agreement, the "Termination Date" of
the Tolling Agreement is the Effective Date.
3.    The Port hereby releases and forever discharges and acquits and covenants not to
sue, for itself and any parent, subsidiaries, divisions and affiliates and their respective officers,
directors, shareholders, employees, agents, successors, attorneys, assigns and insurers (the "Port
Releasing Parties") Tenant, LDCorp, Guarantor and their former and current parents,
subsidiaries, divisions and affiliates and their respective officers, directors, shareholders,
employees, representatives, agents, predecessors, successors, attorneys, assigns and insurers (the
"LDC Releasees") from any and all causes of action, suits, debts, claims, liabilities, damages,
executions and demands of any kind whatsoever, including any claims for costs, expenses or
attorney's fees, liquidated or unliquidated, in law or in equity, in contract or in tort, or based on
statute or common law (each a "Claim" and together the "Claims"), which the Port Releasing
Parties ever had, may now have or ever may have in any way relating to, arising out of or in
connection with (i) the transactions or facts that have been alleged or could have been alleged in
connection with the Port's Spout Claims, whether presently known or unknown; or (ii) the Lease
or any other matter, transaction or fact existing as of the date of this Agreement solely to the
extent in the case of this clause (ii) that the Port had knowledge of such claim or the facts or
circumstances giving rise to such claim as of the date of this Agreement. The release in this
Section 3 by the Port Releasing Parties shall not apply to any Claim (i) by Port relating to the
Final Rent, (ii) against New Tenant under the New Lease, (iii) against Guarantor under the New
Guaranty, (iv) arising from the facts relating to the Puget Soundkeeper Alliance claims alleging
violations by Lessee of the Clean Water Act at the Premises, or (v) made after the Effective Date
arising out of the presence of Hazardous Substances on the Premises or the violation of any
Environmental Law (as such terms are defined in the New Lease) that is based on evidence or
information not known to the parties as of the Effective Date. In any circumstance under this
paragraph involving the Port's knowledge of a Claim or the facts or circumstances giving rise to
a Claim, Port knowledge means knowledge of member(s) of the Port's Risk Management, Legal
or Executive Departments or the Port property manager for the Premises, as demonstrated by
written evidence.
4.    Tenant and LDCorp hereby release and forever discharge and acquit and covenant
not to sue, each for itself and any parent, subsidiaries, divisions and affiliates and their respective
officers, directors, shareholders, employees, agents, successors, attorneys, assigns and insurers
(the "LDC Releasing Parties") the Port and its parents, subsidiaries, divisions and affiliates and
their respective officers, directors, shareholders, employees, representatives, agents,
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predecessors, successors, attorneys, assigns and insurers (the "Port Releasees") from any and all
Claims which the LDC Releasing Parties ever had, may now have or ever may have in any way
relating to, arising out of or in connection with (i) the transactions or facts that have been alleged
or could have been alleged in connection with the Port's Spout Claims, whether presently known
or unknown; or (ii) the Lease or any other matter, transaction or fact existing as of the date of
this Agreement solely to the extent in the case of this clause (ii) that Tenant had knowledge of
such claim or the facts or circumstances giving rise to such claim as of the date of this
Agreement. The release in this Section 4 by the LDC Releasing Parties shall not apply to any
Claim (i) by Tenant relating to the Final Rent, (ii) by New Tenant under the New Lease, (iii) by
Guarantor under the New Guaranty or (iv) made after the Effective Date arising out of the
presence of Hazardous Substances on the Premises or the violation of any Environmental Law
(as such terms are defined in the New Lease) that is based on evidence or information not known
to the parties as of the Effective Date.
5. Each party expressly warrants that in making this settlement it has received the benefit of
advice of counsel of its own choosing and is entering into the Agreement and the release provided
herein knowingly and voluntarily to settle all existing and all possible claims (including claims of
fraud and related matters), and, except for any obligations, promises or representations set forth in
Sections 3 and 4 above, no promise or representation of any kind or character has been made by any
of the parties released or by anyone acting on their behalf to induce this release.
6.    This Agreement does not terminate, amend or modify the Assignment,
Assumption and Consent Agreement dated November 22, 2010 (including any releases
contained therein).
7.    Each party represents and warrants that it has the power, authority and capacity to
execute and deliver this Agreement and to perform its obligations under this Agreement and that
this Agreement constitutes the valid and legally binding obligation of each party and is
enforceable against such party, and in the case of the releases in Sections 3 and 4 above, the Port
Releasing Parties and the LDC Releasing Parties, in accordance with its terms.
8.    The parties shall execute such other and further agreements or instruments
necessary or appropriate in order to carry out the transactions contemplated by this Agreement.
9.    This Agreement may be executed in counterparts, each of which shall be deemed
an original and all of which together shall constitute one and the same instrument.
10.   This Agreement shall be governed by and construed in accordance with the laws
of the State of Washington.
11.   This Agreement shall be binding upon the parties and their respective successors
and assigns.


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IN WITNESS WHEREOF, the Parties have signed and dated this Termination
Agreement and Release as of the date(s) set forth below.
PORT OF SEATTLE

By:
Title:

LD COMMODITIES SEATTLE EXPORT
ELEVATOR LLC

By: Robert G. Eckert
Title: Vice President & Chief Financial Officer

LOUIS DREYFUS LLC

By:  Hal Wolkin
Title:  President

LOUIS DREYFUS COMMODITIES LLC

By: Robert G. Eckert
Title: Vice President & Chief Financial Officer






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