Item 5a, Attachment

DRAFT
November 2, 2010

ASSIGNMENT, ASSUMPTION AND QQNNI AGREEMENT

THIS ASSIGNMENT. ASSUMPTION AND CONSENT AGREEMENT
is made
and entered into as of this     day of
2010, by and among Louis Dreyfus
Corporation (" ssignor"). LD Commodities Seattle Export Elevator LLC ('Agiqneg and Port of
SeattleCW")-

WHEREAS. Assignor and Counterparty are parties to certain contracts.
as listed
on Exhibit 'A' hereto (collectively. the 'Agment.

WHEREAS, Assignor desires to assign the Agreements and all rights, obligations
and benefits thereunder to Assignee (an afliate of Assignor) as of the
Effective Date (as
dened below), and Assignee desires to accept such assignment and to assume the
Agreements and all rights. obligations and benefits thereunder
as of the Effective Date.
WHEREAS, Counterparty desires to consent to the assignment and
assumption
contemplated herein. and to release Assignor from all liabilities and obligations under the
Agreements arising from and after the Effective Date.

NOW, THEREFORE. in consideration of the mutual agreements set forth herein
and other good and valuable consideration, the receipt and
sufciency of which are hereby
acknowledged, the parties hereto hereby agree as follows:
1.     Assignment and Assumption of the Agneements.  Effective as of the
Effective Date (as dened below): (a) Assignor assigns the Agreements and all rights.
obligations and benets thereunder to Assignee (the 'gnrnt'); and (b) Assignee
accepts
such assignment and assumes the Agreements and all rights. obligations and benets
thereunder (the "Assumption"). As used herein, the "Eff_e_<_:u\_le DateI shall mean the date on
which either Assignor or Assignee delivers to Counterparty: (i) written notice that the
Assignment and Assumption contemplated herein has been consummated; and (ii) an executed
guaranty (in the form attached hereto as Exhibit 'B') from Louis Dreyfus Commodities LLC in
favor of Counterparty (which notice and guaranty shall be deemed
delivered when sent by
facsimile to the facsimile number set forth under Counterparty's
signature block below. or when
. presented
to a nationally recognized courler service for
overnight delivery to the address set
forth under Counterparty's signature block below).

2.    Cnnsent and Release.  Counterparty hereby irrevocably consents as of
the date of this Assignment, Assumption and Consent to the
Assignment and the Assumption
contemplated herein.   As of the Effective Date, Counterparty further irrevocably releases
Assignor from all liabilities and obligations under the Agreements.

3.    Governing Law.  This Assignment. Assumption and Consent Agreement
shall be governed in all respects by the laws of the State of
Washington (without reference to
any principles governing conict of laws that would result in the appliation of the laws of
other jurisdiction).                                                         any

4.    Countegnans.  This Assignment. Assumption and Consent
Agreement
may be executed in one or more counterparts, including counterparts by facsimile. portable
document format (pdf) or other electronic
means, each of which shall be deemed an original, but
all of which together shall constitute a single
agreement.
t...


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IN WITNESS WHEREOF, each of the parties has executed this
Assignment. Assumption
and Consent Agreement as of the date rst set forth above.

'ASSIGNEE'

LD Commodities Seattle Export Elevator LLC

8%
Name:
Title:

'ASSIGNOR'

Louis Dreyfus Corporation

By:
Name:
Title:

'COUNTERPARTY'

Port of Seattle

By:
Name:
Title:

Faesimile Number and Address for Notice of the Assignment and
Assumption
and Guaranty:

Fawimile Number:
Address:








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Exhibit "A"                   DRAFT

Contracts


1.      Lease and Construction Agreement. dated March 6. 1968 between the Port of Seattle
and Louis Dreyfus Corporation. as assignee. as amended and extended
through
November 14, 2015:

Lease & Construction Agreement. dated 3/26/68
First Amendment to Lease. dated 3/26/68
Second Amendment to Lease. dated 8/6/69
Third Amendment to Lease. dated 6/23/70
Fourth Amendment to Lease. dated 3/5/71
Fifth Amendment to Lease. dated 11/22/88
Sixth Amendment to Lease. dated 11/14/89
Seventh Amendment to Lease. dated 2/16/96
Eighth Amendment to Lease. dated 4/14/98
Assignment 8. Assumption & Ninth Amendment, dated 13/14/00
Tenth Amendment to Lease, dated 10/12/04
Eleventh Amendment to Lease. dated 11I11/09

2.     Improvement Agreement. dated May 11. 2010 between the Port of Seattle and Louis
Dreyfus Corporation











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Exhibit "3'
DRAFT
Form of Guaranty


G ARANTY AGRE

THIS GUARANTY AGREEMENT (this 'Agreement') is made as of this      of
__ day
2010 by Louis Dreyfus Commodities LLC. a limited liability company organized
under the laws of the State of Delaware ('Guarantor'), in favor of Port of Seattle
("Counterparty").

WHEREAS, Counterparty is a party to certain agreements listed on Exhibit "A' hereto
(collectively, the 'Contracts') with Louis Dreyfus Corporation. a corporation organized under
the laws of the State of Delaware ("LDC"); and

WHEREAS, LDC ls assigning all of its rights and obligations under the Contracts to LD
Commodities Seattie Export Elevator LLC, a limited liability company organized under the
laws of the State of Delaware ("Obligor"); and

WHEREAS, Guarantor is an indirect parent of Obligor, and will receive substantial and
direct benets from the performance contemplated by the Contracts, and has agreed to enter
into this Agreement to provide assurance for the performance of Obligor's obligations in
connection with the Contracts.

AGREEMENT

NOW, THEREFORE, in consideration of the foregoing recitals, and in consideration of
other good and valuable consideration, the receipt and adequacy of which is hereby
acknowledged, Guarantor and Counterparty hereby agree as follows:

Section 1.   Guaranty. Guarantor unconditionally guarantees to Counterpaity the full
and prompt payment of all amounts which Obligor is currently obligated to pay, or which Obligor
subsequently becomes obligated to pay, under the Contracts as the same currently are, or
subsequently shall become, due and payable to Counterparty, whether at the stated maturity
thereof, by acceleration, amortization or otherwise (collectively, the "Obligations'). This is a
guaranty of payment and not of collection. All payments by Guarantor will be made in lawful
money of the United States of America (unless otherwise required pursuant to the specic terms
and conditions of the Contracts).

Section 2.   Man'mumAmount The maximum aggregate amount that Guarantor shall
be obligated to pay under this Guaranty shall be USD $100,000,000 (one hundred million US
Dollars).

Section 3.   Uncandlanal and Conrming Obi/yam Guarantor's obligations under
this Agreement are absolute and unconditional and shall remain in effect until the earlier to
occur of the following events: (a) the date on which the Contracts have expired and all
Obligations have been paid and discharged in full and (b) December 31, 2011, provided that this

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Agreement shall continue in effect after such date with respect to
any Obligations existing at
such date or to accrue thereafter with respect to Obligations
existing at such date.
Section 4.   Independent Obi/gem in the event of any default by Obligor under the
Contracts. Counterparty shall have the right to proceed against Guarantor under this Agreement
without proceeding against any other person
or entity or exhausting any other remedies which it
may have and without resorting to any other security held by it.

Section 5.   Demand and Payment  Any demand by Counterparty for payment
hereunder shall be in writing, signed by a duly authorized representative of
Counterparty and
delivered to Guarantor pursuant to Section 15 hereof, and shall
(a) reference this Agreement,
(b) specically identify Obligor. the nature of the default, the Obligations to be paid and the
amount of such Obligations, and (c) set forth payment instructions,
including bank name, routing
number and bank account number. There are no other requirements of notice, presentment
or
demand. Guarantor shall pay. or cause to be paid, such Obligations within five
(5) business
days after its receipt of such demand.

Section 6.   No Waiver by Counterparty; Remedies Except as to applimble statutes
of limitation, no failure on the part of Counterparty to exercise, and
no delay in exercising, any
right hereunder shall operate as a waiver thereof, nor shall
any single or partial exercise of any
right hereunder preclude any other or further exercise thereof
or the exercise of any other right.
The remedies herein provided are cumulative and not exclusive of
any remedies provided by
law.

Section 7.   Submgaan. Guarantor shall be subrogated to all rights of Counterparty
against Obligor in respect of any amounts paid by Guarantor pursuant to this Agreement,
provided that Guarantor waives any rights it may acquire by way of subrogation under this
Agreement, by any payment made hereunder or othewvise (including, without limitation,
any
statutory rights of subrogation under Section 509(a) of the United States Bankruptcy Code, 11
U.S.C.  101-1532 at seq.). reimbursement, exoneratlon, contribution,
indemnimtion, or any
right to participate in any claim or remedy of  Counterparty against any collateral which
Counterparty now has or later acquires. until all of the Obligations shall have been irrevowbly
paid to Counterparty in full.  if any amount shall be paid to Guarantor
on account of such
subrogation rights at any time when all the Obligations in default shall not have been paid in full,
such amount shall be held in trust for the benefit of Counterparty and shall
forthwith be paid to
Counterparty to be applied to the Obligations. If (a) Guarantor shall perform and shall make
payment to Counterparty of all or any part of the Obligations and (b) all the Obligations shall
have been paid in full, Counterparty shall, at Guarantor's request, execute and deliver to
Guarantor appropriate documents necessary to evidence the transfer by subrogation to
Guarantor of any interest in the Obligations resulting from such
payment by Guarantor.

Section 8.   Resetvetbn ofDefenses Guarantor agrees that. except as expressly set
forth herein, it will remain bound upon this Agreement notwithstanding
any defenses which,
pursuant to the laws of suretyship, would otherwise relieve a guarantor of its obligations under
a
guaranty. Guarantor reserves the right to assert defenses which Obligor
may have to payment
of any Obligation other than defenses arising from the
bankruptcy or insolvency of Obligor and
other defenses expressly waived hereby.

Section 9.   Representabbne and Warranes. Guarantor represents and warrants
as
follows:


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(a) Guarantor is duly organized. validly existing and in good standing under the
laws of the jurisdiction of its incorporation. organization or formation. as
applicable. and has full power to execute. deliver and perform this
Agreement:
and
(b) The execution. delivery and performance of this Agreement have been
remain duly authorized by all necessary action and do not contravene
Guarantor's governing documents or any contractual restriction binding
Guarantor or its assets, and the person executing below on behalf of
Guarantor is fully authorized to execute and deliver this Agreement. and
(c) This Agreement constitutes the legal. valid and binding obligation of
Guarantor enforceable against Guarantor in accordance with its terms.
subject. as to enforcement. to bankruptcy. insolvency, reorganization and
other laws of general applicability relating to or affecting Counterparty's rights
and to general equity principles.

Section 10.  Ebd of Ban/auptcy.  in the event that, pursuant to any insolvency.
or any Judgment. order or
bankruptcy. reorganization. receivership or other debtor relief law.
decision thereunder. Counterparty must rescind or restore any payment. or any part thereof.
received by Counterparty. any prior release or discharge from the terms of this Agreement shall
be without effect. and this Agreement will remain in effect with respect to those rescinded or
restored payments.

Section 11.   Waiver:  Guarantor expressly waives notice from Counterparty of its
of credit extended hereunder. and
acceptance of and reliance upon this Agreement. any notice
notice of the entry into any Contract between Obligor and Counterparty and of any amendments
or modiwtions thereto. Guarantor consents to any extensions of time granted to Obligor for
No
the payment of any of the Obligations and to any changes in the terms of the Contracts.
waiver, amendment. release or modication of this Agreement shall be established by conduct.
the parties
custom or course of dealing. but solely by an instrument in writing duly executed by
hereto.

Section 12.  Assignment Th'e covenants and agreements contained in this Guaranty
by or on behalf of Guarantor shall be binding upon Guarantor and upon its successors.
of Counterparty and its
permitted assigns. and legal representatives, and shall be for the benefit
permitted assigns. and legal representatives.  Guarantor may assign its rights,
successors.
interests or obligations under this Agreement with the prior written consent of Counterparty.
which consent shall not be unreasonably withheld. conditioned or delayed.

Section 13.  Applicable Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of New York without regard to principles of conicts of
laws.  Guarantor submits to the non-exclusive jurisdiction of and agrees that any action to
enforce this Agreement may be determined by the federal or state courts located in the Borough
of Manhattan. New York. New York having jurisdiction over the parties hereto. Both parties
hereto waive. to the extent permitted by law, trial by jury in all actions or proceedings to enforce
this Agreement.

Section 14.  SeverabI/ity In case any clause. provision or sections of this Agreement.
or any applimtion thereof.
is for any reason held to be illegal. invalid or Inoperable. such
illegality. invalidity or inoperability shall not affect the remainder thereof or any other clause.
shall be
provision or section of this Agreement. and each such clause. provision or section
deemed to be effective and operative in the manner and to the full extent permitted by law.


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Section 15.  Notices. Any notices given or required to be given hereunder shall be in
writing and given to the parties: (a) via facsimile at their respective facsimile numbers provided
below; or (b) via overnight mail or overnight courier at their respective addresses provided
below:

If to Guarantor:               Louis Dreyfus Commodities LLC
40 Danbury Road
PO Box 810
Wilton. CT 06897-0810
Facsimile: (203) 761-2072
Attention: Robert G. Eckert
Vice President & Chief Financial Officer

with a copy (which shall not  Louis Dreyfus Commodities LLC.
constitute notice) to:           40 Danbury Road
PO Box 810
Wilton. CT 06897-0810
Facsimile: (203) 761-2309
Attention: Chief Legal Officer

if to Counterparty:            The Port of Seattle
Seaport Division
Manager. Terminal 86
PO. Box 1209
Seattle. WA 981 1 1
Facsimile:
Attention  Paul M. Bintinger, Esq.
Senior Port Counsel

with a copy (which shall not
constitute notice) to:

Section 16.   Captions; Bra/mg. The captions in this Agreement have been inserted
for convenience only and shall be given no substantive meaning or signicance whatsoever in
construing the terms and provisions of this Agreement.  This Agreement is the result of
negotiations between the parties hereto and shall not be construed against any single party as
the drafter.

~  [Remainder of Page Left intentionally Blank - Signature Page Follows]








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effective as of the date first
IN WITNESS WHEREOF. this Agreement was executed and
above written.

LOUIS DREYFUS COMMODITIES LLC

By: 
Name:
Title:






















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Exhibn 'A'

Com

1.     Lease and Construction Agreement. dated March 6, 1968 between the Port of Seattle
and Louis Dreyfus Corporation, as assignee. as amended and extended through
November 14. 2015:

Lease & Construction Agreement, dated 3/26/68
First Amendment to Lease. dated 3/26/68
Second Amendment to Lease, dated 8/6/69
Third Amendment to Lease, dated 6/23/70
Fourth Amendment to Lease, dated 3/5/71 .
Fifth Amendment to Lease. dated 11/22/88
Sixth Amendment to Lease, dated 11/14/89
Seventh Amendment to Lease. dated 2/16/96
Eighth Amendment to Lease. dated 4/14/98
Assignment & Assumption & Ninth Amendment, dated 3/14/00
Tenth Amendment to Lease. dated 10I12/04
Eleventh Amendment to Lease, dated 11/11/09

2.     Improvement Agreement, dated May 11. 2010 between the Port of Seattle and Louis
Dreyfus Corporation












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LDC Holding Inc.


Louis Dreyfus
Commodities LLC

LD Commodities Grains and
Oilseeds Holdings LLC

LD Commodities Grains and
Oilseeds Asset Holdings LLC

LD Commodities Seattle
Export Elevator LLC










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