PORT OF SEATTLE 
MEMORANDUM 
COMMISSION AGENDA             Item No.      5a 
ACTION ITEM            Date of Meeting   November 2, 2010 

DATE:    October 27, 2010 
TO:     Tay Yoshitani, Chief Executive Officer 
FROM:    Scott Pattison, Manager, Industrial Properties, Seaport Cruise & Industrial 
Properties 
Michael McLaughlin, Sr. Manager, Seaport Cruise & Industrial Properties 
SUBJECT:  Assignment of Lease and Construction Agreement, as amended, and
assignment of an Improvement Agreement between the Port of Seattle and Louis Dreyfus
Corporation relating to the Terminal 86 Grain Terminal 
Amount of This Request:  $0.00       Source of Funds: Not applicable (N/A) 
ACTION REQUESTED:
Request authorization for the Chief Executive Officer to approve and to execute lease
assignment documents relating to the Terminal 86 Grain Terminal. This would include
assignment of the current Lease and Construction Agreement, as amended, between the
Port of Seattle and Louis Dreyfus Corporation, and the assignment of a related
Improvement Agreement between the Port of Seattle and Louis Dreyfus Corporation.
Both Agreements would be assigned to Louis Dreyfus Commodities Seattle Export
Elevator LLC, and would be guaranteed by its new holding company, Louis Dreyfus
Commodities LLC. There is no cost associated with this assignment. 
SYNOPSIS:
The Port of Seattle (Port) entered into a Lease and Construction Agreement (Lease) on
March 26, 1968. That lease was assigned to Louis Dreyfus Corporation (Lessee) as part 
of the Ninth Amendment on March 14, 2000. The parties executed the eleventh
amendment on November 11, 2009. The Port and Lessee entered into an Improvement
Agreement on May 11, 2010.
Louis Dreyfus Corporation was founded in 1851, trading wheat in Switzerland; it has
since expanded its commodities enterprise and diversified into energy, real estate, and
other sectors. T he Commodities Group, which includes its grain export operations at
Terminal 86, conducts business throughout Europe, the Middle East, Africa, Asia and
North, Central and South America.

COMMISSION AGENDA 
Tay Yoshitani, Chief Executive Officer 
October 27, 2010 
Page 2 of 4 
Lessee is preparing to effect a legal reorganization of its domestic agribusiness 
operations. As part of this reorganization, it will form a new limited liability company, to
be named Louis Dreyfus Commodities LLC that will hold (through a number of
subsidiaries) all of the company's domestic agribusiness operations. 
As part of the reorganization, the Lease and Improvement Agreement would be assigned
from Louis Dreyfus Corporation to Louis Dreyfus Commodities Seattle Export Elevator
LLC (LD Seattle), an indirect subsidiary of Louis Dreyfus Commodities, LLC. In
addition, Louis Dreyfus Commodities, LLC would guarantee LD Seattle's obligations
under both the Lease and the Improvement Agreement.
Louis Dreyfus has indicated that the reorganization will create a legal structure that
replicates its business platforms and will provide operating efficiencies. Louis Dreyfus
also indicates the reorganization will result in greater accountability for its business units
and greater opportunities for business development. 

PROJECT JUSTIFICATION:
Approving Lessee's requested assignment will not materially affect the Port's business
risk associated with the Lease or Improvement Agreement. Although the Lease and
Improvement Agreement will be assigned to a single-asset entity, payment will be
unconditionally guaranteed by Louis Dreyfus Commodities LLC. Based on Louis
Dreyfus's representations regarding the restructuring, the Louis Dreyfus Commodities
LLC will have the same credit profile as our current tenant, Louis Dreyfus Corporation. 

FINANCIAL IMPLICATIONS: 
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          Potential default of the new, single purpose LLC to which the 
lease will be assigned. This risk has been mitigated by the 
guaranty provided by Louis Dreyfus Commodities LLC (the 
holding company of the proposed new lessee). Louis Dreyfus 
Commodities LLC will have a substantially similar credit profile 
to our current tenant, Louis Dreyfus Corporation

COMMISSION AGENDA 
Tay Yoshitani, Chief Executive Officer 
October 27, 2010 
Page 3 of 4 
Project cost for analysis     N/A 
Business Unit (BU)        Bulk Terminals 
Effect on business        This lease assignment has no impact on business performance 
performance 
IRR/NPV           N/A 

ECONOMIC IMPACTS AND BUSINESS PLAN OBJECTIVES: 
Approval of this request is expected to assist Lessee in administration of its business
affairs.

STRATEGIC OBJECTIVES: 
Ensure our existing tenant is able to competitively administer its business affairs. 
Ensure this change does not adversely affect the credit risk associated with the Lease. 

ENVIRONMENTAL SUSTAINABILITY AND COMMUNITY BENEFITS: 
Not applicable to this request. 

ALTERNATIVES CONSIDERED AND THEIR IMPLICATIONS: 
Do not approve Lessee's request to assign Lease and Improvement agreement. If the
Port were to deny Lessee's request, it could have adverse implications for the Lessee
and Port, alike. For this reason, this alternative is not recommended. 
Approve assignment of Lease and Improvement Agreement as described herein.
The structure of the proposed assignment of the Lease and Improvement
Agreement will not materially increase and financial risk to the Port as a result
of Louis Dreyfus Corporation reorganization. Terminal 86 is an important piece
of Lessee's organization that is best harmonized with its affiliates. For these
reasons, this is the recommended alternative. 

OTHER DOCUMENTS ASSOCIATED WITH THIS REQUEST: 
A copy of the Draft Assignment, Assumption and Consent Agreement, prepared by
Lessee, is attached and will undergo revisions by the Port prior to execution.

COMMISSION AGENDA 
Tay Yoshitani, Chief Executive Officer 
October 27, 2010 
Page 4 of 4 

PREVIOUS COMMISSION ACTIONS OR BRIEFINGS: 
March 1, 2010  Terminal 86 Facility Modernization Project. 
November 10, 2009  11th Amendment to Lease between Port of Seattle and Louis
Dreyfus Corporation. 
July 28, 2009  Terminal 86 Staff Briefing on the History of the Grain Terminal and
outlook. 
August 28, 2007  Request to design and install temporary and permanent upgrades
and repairs. 
May 22, 2007  Request for funds to begin preliminary design and alternative repairs. 
May 8, 2007  Commission briefed in public session on collapse of spouts #1 and #4. 
October 12, 2004  Tenth Amendment to Lease. 
March 14, 2000  Ninth Amendment to Lease and Assignment/Assumption. 
April 14, 1998  Eighth Amendment to Lease. 
February 16, 1996  Seventh Amendment to Lease. 
November 14, 1989  Sixth Amendment to Lease. 
November 22, 1988  Fifth Amendment to Lease. 
March 5, 1971  Fourth Amendment to Lease. 
June 23, 1970  Third Amendment to Lease. 
August 6, 1969  Second Amendment to Lease. 
March 26, 1968  First Amendment to Lease. 
March 26, 1968  Lease and Construction Agreement.