Item 6c LOI

PO. Box 1209
'   s 111 ,WA 98111-1209
Port_             T213236) 7213-3000
of seatt Ie                           wwwportseattleorg
December 8, 2009


Kevin Marchetti
Bay Grove Capital
423 Washington Street
7th Floor
San Francisco, CA 98411

Dear Kevin:

In an effort to summarize lease negotiations between the Port of Seattle ("the Port"), Bay Grove Capital
LLC ("Bay Grove") and CityIce Cold Storage Company ("CityIce") related to the sale of CityIce to Bay
amended
Grove, the following Letter of Intent is the Port's summary of the major terms of the leases to be
as we have discussed.

1. Premises
No change to leased premises ("the Premises") for the following leases (hereinafter referred to
collectively as, "the Leases"):
o  CityIce L131, CityIce L594, CityIce L842, CityIce L1481

o  Seafreeze Acquisition L1532

2.  Use
No change to use provisions.

3.  Term
_E_ 
1/1/2010-12/31/2029
5x5   45  smaximum lease term
12/31/2059                        1/1/201012/31/2039
ml-m__
1/1/201012/31/2039    12/31/2059
I_2x10 50 smximumleasetexm
1/1/2010-12/31/2029    12/31/2054
20 8 5x5 45 smaximum lease term
1/1/2010-11/22/2027    11/22/2057
(17 yrs 10 mos. 22 days)   (3x10 yr)
47  s 10 mos. 22 da s maximum lease term

All future lease options to extend term would be at Bay Grove's discretion.

The above-described base terms and options provide Bay Grove the option of extended term periods and
the Port staggered lease term end dates.

Bay Grove LOI
December 8, 2009
Page 2 of 3

4. Lease Rate

Lease Rate Increase
131 (Master) Bldg 3 28       01/01/10      5% 2010 then annual CPI until 2014
39 and land594  C-175              01/01/10      5% each ear 2010-13, Ca of 10% 2014
842   A-86                 01/01/10       5% 2010 then CPI until 2014
1481 (BLDG40)         01/01/10     5% 2010 then CPI until 2014
1532  SF              01/01/10     5% 2010 then CPI until 2013

Notes:
1. All lease rates to increase on January 1, 2010
2. No caps on annual CPI rate increase.
3. Rental rate re-negotiation in 2014 for all leases except #1532 which opens for rate renegotiation in
2013, with renegotiation every 60 months thereaer and annual CPI increase in between.

5.  Security Deposit
rent for all leases to be
Bay Grove would provide surety in an amount equivalent to twelve (12) month's
submitted in the form of a letter of credit, surety bond or cash, at the effective date of the consummated
lease amendments.

6.  Maintenance and Repair
The parties will negotiate standardized language for all CityIce leases. The parties intend for Bay Grove
maintenance and repair language will
to have full responsibility except in Lease 594 for which the current
remain unchanged. The parties also will negotiate specic amendment language for Lease number 1481
and 131 affecting Buildings 40, 28 and 39 that allows lessee to terminate the applicable lease subject to
certain conditions, completion of guaranteed occupancy period and notication of intent to terminate
schedule. This is intended to address Bay Grove's concerns regarding the age of the building structures
included in Lease 1481 and 131 and the potential extraordinarily high maintenance costs that can occur on
older buildings.

7.  Alterations and Improvements
The Port will make no alterations or improvements to the Premises.

Insurance
insurance in the amount of
Bay Grove would provide the Port with a certicate of commercial liability
automobile
$2,000,000 per occurrence/$4,000,000 aggregate, $250,000 property damage $1,000,000
insurance with an endorsement naming the Port as additional insured.

9.  Leasehold Mortgages
The Port will draft language allowing leasehold mortgages in all leases to the extent necessary. Bay
Grove is expecting to obtain outside nancing for its acquisition of the CityIce business and that
loans from
nancing will be secured by the Port leases. Bay Grove will be allowed to obtain future
lenders (institutional lenders which hold assets exceeding $750 million) and those proceeds may be used
for purposes beyond the Port leases.

10. Damage and Destruction
In the event of an incident causing signicant damage to the improvements on the Premises or the
Premises themselves, the parties will decide who will undertake repairs. Either party will have certain
under Lease 131 will
rights to terminate the lease if they choose not to do repairs. The current language

Bay Grove LOI
December 8, 2009
Page 3 of 3

remain the same for Building 390 located at Terminal 91 and current Seafreeze facility improvements
located at Terminal 1 15 (which are owned by the lessees).

11. Environmental
on each of the
Bay Grove will not be obligated to indenmify the Port for pre-existing contamination
leaseholds, or for contamination that migrated onto the leasehold through no fault of Bay Grove. Bay
Grove will be subject to other provisions that are common in other Port leases.

12. Assignment and Subleasing
The Port has the right to approve any request for assignment of the leases or subletting of the premises, but
the Port cannot unreasonably withhold or delay its consent. The Port will have the absolute right to
withhold its consent under certain specic conditions. The Port specically grants its consent for future
or any entity directly or
assignment of the leases to West Coast Cold LLC, Bay Grove Capital LLC
indirectly owned by either West Coast Cold or Bay Grove Capital.

13. Conrmation of Transaction.
If the Port proceeds with amending the leases, it will do so based on the representation by Bay Grove
and CityIce that the sale of 100% ownership interest of CityIce to Bay Grove will be fully
and
consummated by February 1, 2010. The Port will be provided a copy of the executed purchase
sale agreement for the transfer of ownership from CityIce to Bay Grove. If this sale does not occur by
will be null and
this deadline (or if the nal sale is not as represented), then the lease amendments
void upon Bay Grove's and CityIce's receipt of notice from the Port.

14. Financial Due Diligence
Financial due diligence per agreed process has been completed to satisfaction of Port.

15. Port Termination Rights
Domain.
All lease amendments will reect that the Port reserves its right to exercise Eminent

16. Non-Binding Intent
of leases between
This document is only a list of proposals that may or may not eventually become part
the parties. It is not based on any agreement between the parties. It is not intended to impose any
faith
an obligation to bargain in good
obligation whatsoever on either party, including without limitation,
The parties do not intend to be bound by any agreement until
or in any way other than at arm's length.
on any
both agree to and sign a formal written lease or leases, and neither party may reasonably rely
all other conicting language. The
promises inconsistent with this paragraph. This paragraph supersedes
for any reason. Any lease amendments
parties may withdraw from further negotiations at any time and
has authorized the
between the parties will only become binding upon the Port when the Port Commission
execution of such amendments.

PORT OF SEATTLE                    BAY GROVE CAPITAL LLC


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