Item 6f Lease

17.  Lessee shall be liable for, and shall pay throughout
the term of this lease, all license fees and all excise taxes
payable for, or on account of, the activities conducted on the
Premises and all taxes on the property of Lessee on the Premises
and any taxes on the Premises and/or on the leasehold interest
created by this lease and/or any taxes levied in lieu of a tax on
said leasehold interest and/or any taxes levied on, or measured
by, the rentals payable hereunder, whether imposed on Lessee or
on the Port.  With respect to any such taxes payable by the Port
which are on or measured by the rent payments hereunder, Lessee
shall pay to the Port with each rent payment an amount equal to
the taX on, or measured by, that particular payment.  All other
tax amounts for which the Port is or will be entitled to
reimbursement from Lessee shall be payable by Lessee to the Port
at least fifteen (15) days prior to the due dates of the
respective tax amounts involved; provided, that Lessee shall be
entitled to a minimum of ten (10) days written notice of the
amounts payable by it.
COMPLIANCE       18. Lessee agrees to comply with all applicable rules
WITH PORT    and regulations of the Port pertaining to the building or other
REGULATIONS   realty of which the Premises are a part now in existence or
AND WITH     hereafter promulgated for the general safety and convenience of
ALL LAWS     the Port, its various tenants, invitees, licensees and the
general public. Lessee further agrees to comply with all
applicable federal, state, and municipal laws, ordinances, and
regulations, including without limitation those relating to
environmental matters . Any fees for any inspection of the
Premises during or for the lease term by any federal, state or
municipal officer and the fees for any so-called "Certificate of
Occupancy" shall be paid bl Lessee 
ASSIGNMENT       19.  (a) Except as provided in subparagraph 19(b) and
OR SUBLEASE   paragraph 42 below, Lessee shall not assign or transfer this
lease or any interest therein nor sublet the whole or any part of
the Premises, nor shall this lease or any interest thereunder be
J\   assignable or transferable by operation of law or by any process
or proceeding of any court, or otherwise. If Lessee is a
corporation, Lessee further agrees that if at any time during the
term of this lease more than one-half (1/2) of the outstanding
\      shares of any class of stock of Lessee corporation shall belong
to any stockholders other than those who own more than
\               one-half (1/2) of the outstanding shares of that class of stock
J\                   at  the  time of  the execution of  this  lease  or  to membe~s of  their
immediate families or to any estates of, or trusts established
for the benefit of, any of the foregoing persons, such change in
the ownership of the stock of Lessee shall be deemed an
\ .._------_.- assignment of this lease within the meaning of this paragraph.
\ ...-~~~.-...~~ ..,...~ ....""""'.__~---------------------'- -
(b)  The parties understand and agree that the
Independent Packers Corporation sublease, dated October 1, 1984,
is approved.
DEFAULTS        20.  Time is of the essence of this agreement.  Lessee shall
pay interest monthly at a default rate which shall be the lesser
of (a) five (5%) percentage points over the "Prime Rate" or
(b) the maximum rate permitted from time to time by applicable
law, on all sums owing to the Port under this lease, commencing
thirty (30) days after the date each sum is due and payable.  For
the purpose of this paragraph, the Prime Rate shall mean that
rate of interest publicly announced by Seafirst Bank in Seattle,
Washington (or any successor thereto) as its prime rate on the
date of default.  In the event of the failure of Lessee to pay
the rents, interests, and any and all other charges provided in
this lease at the time and in the manner herein specified, for or
to keep any of the covenants or agreements herein set forth to be
be kept and performed, including without limitation the
Provisions of paragraph 4 relating to the Bond or Letter of

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9098r  W/09/ 87

I I .

CONSENT TO       42.  The Port shall consent to the assignment of this lease
FINANCING    by Lessee to Key Bank of Puget Sound ("Key Bank") to secure
indebtedness of Lessee to Key Bank in amount not to exceed
$3,000,000; provided, that the Port's consent shall only be given
subject to the terms and conditions contained in and upon
execution by the Port's Executive Director of the form of
document entitled "Consent to Financing Agreement," a copy of
which is attached hereto as Exhibit G, with such modifications
thereto as are requested by Key Bank in accordance with
commercially reasonable lending practices and as the Port's
Executive Director shall in his sole discretion deem reasonable
and necessary.  Upon completion of the construction of the
improvements to' the New Premises referenced in Paragraph 9(b) (3)
(ii) and thereafter as requested by the Port, Lessee shall
verify to thePor,t,. in writing, that Lessee has since the
Commencement Date of the Lease used proceeds of any Key Bank loan
secured by this lease pursuant to the Consent in accordance with
the terms of the Consent.  Lessee also, from time to time at the
Port.'s request, shall allow the Port, through a reputable firm of
certified public accountants satisfactory to the Port, access to
Lessee's financial records to allow the Port to confirm Lessee's
use of the loan pr~ceeds. 
EXPIRATION       43. No later than eighteen (18) months prior to the
expiration of the term of this lease, if the Port elects to
continue to lease the Premises for cold storage activities and
before negotiating with any other party, the Port shall offer
Lessee the opportunity to negotiate a new lease of the Premises.
If the parties are unable to negotiate a new lease at least
six (6) months prior to the expiration date of this lease, the
Port shall have the right to negotiate a lease of the Premises
with other parties.
REPRESENTA-       44.  The Port hereby represents and warrants to Lessee that
TIONS AND    it is the sole owner of fee title to the Premises.
QUIET          45.  So long as Lessee is not in default hereunder (after the
ENJOYMENT    expiration of applicable notice and cure periods), Lessee shall
peaceably and quietly have, hold and enjoy the Premises without
hindrance by the Port or any other person, subject to all of the
terms and conditions of this Lease.
MEMORANDUM       46. Upon request of Lessee, the parties shall execute a
OF LEASE     short form Memorandum of Lease suitable in form for recording by
SUPERSEDURE      47. The parties understand and agree that this lease on its
Commencement Date cancels and supersedes that certain lease
agreement as amended, by and between the parties dated July 24,
1984, providing for Lessee's use and occupancy of Premises at
Terminal 91, and that this new lease changes the basis of rental
calculations to include guaranteed minimum and percentage rentals.
ENTIRE          48. This lease together with any and all exhibits expressly
AGREEMENT    incorporated herein by reference and attached hereto shall
constitute the Whole agreement between the parties. There are no
terms, obligations, covenants or conditions other than those
contained herein. No modification or amendment of this agreement
shall be valid or effective unless evidenced by an agreement in
writing signed by both parties.

- 19 -
9098r - 10/09/87

l ,l  ,


THIS FOURTH AMENDMENT TO LEASE made as of           , 2009 by
and between the PORT OF SEATTLE, a Washington municipal corporation, hereinafter called
lithe Port,1I and CITYICE COLD STORAGE COMPANY a Washington corporation/partnership,
hereinafter called IILessee,II
WHEREAS, the parties entered into a lease agreement dated November 10, 1987
hereinafter called "Basic Lease," covering certain premises and activities by Lessee at Terminal
91, Seattle, Washington, which was subsequently amended by Amendment(s) dated May 14,
1991, June 8, 1993 and May 30, 2003; and

WHEREAS, the parties now wish to further revise the Basic Lease as previously
amended, by amending Paragraph 19. (a) to allow assignment or subleasing with prior written
approval from the Port with certain exceptions as noted below.

NOW THEREFORE, in consideration of their mutual promises, the parties hereby agree
as follows:

1.    Paragraph 19. (a) of the Basic Lease is deleted and is replaced with:

19. (a) (1) Prohibition. Lessee shall not, in whole or in part, assign,
sublet, license or permit occupancy by any party other than Lessee of all or any part of
the Premises, without the prior written consent of the Port in each instance which
consent shall not be unreasonably withheld or delayed. Provided, however, the Port
may withhold its consent, whether or not such withholding is considered reasonable, if;

the proposed assignment of subletting is contrary to Port policy established by
resolution, motion or public proclamation by the Port of Seattle Commission and
such policy is for the general application to all Port properties and shall not be
proposed for application solely to the Premises;

the proposed assignee of sublessee fails to establish to the Port's reasonable
satisfaction that it is financially capable to meet the obligations under the lease;
the proposed assignee or sublessee is not experienced in operating properties in
accordance with the uses allowed under the lease;
the proposed assignee or sublessee has a criminal record;
there exists an uncured default under the lease (other than a default which is not
capable of being cured 'by any party other than Lessee);

POS 553429                         1

l J  ,

the proposed assignee or sublessee is a party who has defaulted under any
agreement with or for the benefit of the Port or with whom the Port has had any legal
dispute in the past ten years.

Lessee shall at the time the Lessee requests the consent of the Port, deliver to the Port
such information in writing as the Port may reasonably require respecting the proposed
assignee, subtenant or licensee including, without limitation, the name, address, nature
of business, ownership, financial responsibility and standing of such proposed assignee,
subtenant or licensee. Within twenty (20) business days after receipt of all required
information, the Port shall, in its reasonable determination, elect one of the following: (a)
to consent to such proposed assignment, sublease or license or (b) to refuse such

19. (a) (2) A condition to the Port's consent to any assignment, sublease
or license of this Lease or the Premises shall be the delivery to the Port of a true copy of
the fully executed instrument of assignment, sublease or license and an agreement
executed by the assignee, sublessee or licensee in form and substance reasonably
satisfactory to the Port and expressly enforceable by the Port, whereby the assignee,
sublessee or licensee assumes and agrees to be bound by the terms and provisions of
this Lease and perform all the obligations of Lessee hereunder.

19. (a) (3) In the event of any assignment, Lessee and each respective
assignor, waives notice of default by the tenant in possession in the payment and
performance of the Rent, covenants and conditions of this Lease and consents that the
Port may in each and every instance deal with the tenant in possession, grant
extensions of time, waive pertormance of any of the terms, covenants and conditions of
this Lease and modify the same, and in general deal with the tenant then in possession
without notice to or consent of any assignor, including Lessee; and any and all
extensions of time, indulgences, dealings, modifications or waivers shall be deemed to
be made with the consent of Lessee and of each respective assignor.

19. (a) (4) Lessee agrees that any sublease or license will contain a
provision in substance that if there be any termination whatsoever of this Lease then the
subtenant or licensee, at the request of the Port, will attorn to the Port and the
sublessee or licensee, if the Port so requests, shall continue in effect with the Port, but
the Port shall be bound to the subtenant or licensee in such circumstances only by
privity of estate. Nothing herein shall be deemed to require the Port to accept such

19. (a) (5) No assignment, subletting or license by Lessee shall relieve
Lessee of any obligation under this Lease, including Lessee's obligation to pay Rent or
any other sum hereunder. Any purported assignment, subletting or license contrary to
the provisions hereof without consent shall be void. The consent by the Port to any
assignment or subletting shall not constitute a waiver of the necessity for such consent
to any subsequent assignment or subletting.

POS 553429                         2

19. (a) (6) Lessee shall reimburse the Port in the sum of Five Hundred
Dollars ($500.00) plus any reasonable professionals' fees and expenses incurred by the
Port in connection with any request by Lessee for consent to an assignment, subletting
or license.

19. (a) (7) Scope. The prohibition against assigning or subletting.
contained in this Section 19. (a) shall be construed to include a prohibition against any
assignment or subletting by operation of law. Furthermore, for purposes of this Section
19. (a), any sale, transfer or other disposition in the aggregate of fifty percent (50%) or
more of the equity ownership in Lessee (i.e. stock with respect to tenant corporation,
partnership interests with respect to a tenant partnership, etc.) shall be deemed an
assignment; provided, however, that transfers of stock or other equity ownership to or
among the owners of Lessee as of the date of this Amendment, or to or among
members of their immediate families (or trusts for the benefit of any such person), shall
not in any event be deemed an assignment. If this Lease be assigned, or if the
underlying beneficial interest of Lessee is transferred, or if the Premises or any part
thereof be sublet or occupied by anybody other than Lessee, the Port may collect Rent
from the assignee, subtenant or occupant and apply the net amount collected to the
Rent herein reserved, but no such assignment, subletting, occupancy or collection shall
be deemed a waiver of this covenant, or the acceptance of the assignee, subtenant or
occupant as tenant, or a release of Lessee 'from the further performance by Lessee of
covenants on the part of Lessee herein contained. No assignment or subletting shall
affect the continuing primary liability of Lessee (which, following assignment, shall be
joint and several with the assignee), and Lessee shall not be released from performing
any of the terms, covenants and conditions of this Lease.

2.    Except as expressly amended herein, all provisions of the Basic Lease (as
previously amended) shall remain in full force and effect.

IN WITNESS WHEREOF, the parties hereto have executed this Fourth Amendment as of the
day and year first above written.

a municipal corporation                a Washington corporation

By _ By _
Its. _  Its   ~ _

POS 553429                         3


Notary to Fourth Amendment to Lease
with Citylce Cold Storage
at Terminal 91.
) ss.
On this      day of              , 2009, before me, the undersigned notary
public in and for the State of Washington, duly commissioned and sworn, personally appeared
Michael McLaughlin, to me known to be the Sr. Manager, Cruise & Industrial Properties of the
PORT OF SEATTLE, a municipal corporation, the corporation that executed the 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 he was
duly authorized to execute the same.
WITNESS my hand and official seal hereto the day and year in this Certiflcate first
above written.

Notary Public in and for the State of
Washington, residing at _
My appointment expires _

) ss.
On this                  day of                , 2009, before me,
personally appeared                                         and
___________________, to me known to be the
___________President and the          Secretary,
respectively of the 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 they were authorized to
execute said instrument and that the seal affixed is the corporate seal of said corporation.
IN WITNESS WHEREOF I have hereunto set my hand and affixed my official seal the
day and year first above written.

Notary Public in and for the State of
_______, residing at _
My appointment expires      -----..,. _

POS 553429                         4

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