8c Rental-Car Lease Amendment

FIRST AMENDMENT 
TO 
LAND AND BUILDING LEASE 
THIS FIRSTAMENDMENT to LAND AND BUILDING LEASE #002056 is entered into
the _____ day of ____________, 20___, ("Effective Date") by and between the PORT OF
SEATTLE, a Washington municipal corporation ( "Port") and EAN HOLDINGS, LLC, a Delaware
limited liability corporation, (" Lessee"). 
W I T N E S SE  T H :
WHEREAS, the Port and Lessee entered into a certain Land and Building Lease #002056
dated June 29, 2016, ( "Lease") covering Lessee's occupancy of certain described Premises at the
Seattle-Tacoma International Airport for support of its vehicle rental operations at the Airport and
uses incidental and related thereto (such as parking, car wash/cleaning, vehicle maintenance and
fueling). 
WHEREAS, Paragraph 2 of the Lease provides for a term of three (3) years plus one option
for an additional two (2) years.; and 
WHEREAS, Lessee desires a long term lease agreement; and 
WHEREAS, Lessee has agreed, at their expense, to make certain capital upgrades as noted in
4c below. 
NOW, THEREFORE, in consideration of their mutual promises, the parties agree as follows: 

1.   Paragraph 2 of the Lease [TERM] is deleted in its entity and replaced with the following: 
This Lease shall be for a term of twenty (20) years commencing May 21, 2016 and expiring
May 31, 2036, unless sooner terminated pursuant to any provision of this Lease. 
2.   Paragraph 3 of the Lease [RENT] is deleted in its entity and replaced with the following: 
(a) Commencing on the first day of the term of the Lease ("Commencement Date"), Lessee
agrees to pay rent for the Premises in the sum of Fifty-Four Thousand Eight Hundred and
Fifty-Four Dollars ($ 54, 854.00) per month, computed as follows: 
Building - 36,128 sf x $6.00/sf/year = $216, 768/12 = $18,064/month* 
Land  294,316 sf x $1.50/sf/year = $441,474/12 = $36,790.00/month* 
*plus applicable Leasehold Tax 
(b) Commencing on the Effective Date of the amendment, Lessee agrees to pay rent for the
Premises in the sum of Fifty-Six Thousand Two Hundred and Eighty Seven Dollars
($56,287.00). Rent is computed as follows: 
i.   Building- 36,128 sf x $ 6.15/sq/year = $222,188.00 = $18,516.00/month* 
ii.   Land- 294,316 sf x $ 1.54/sq/year = $453,247.00 = $37,771.00 month* 
*plus applicable Leasehold Tax 

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(c)  l rent shall be paid to the Port in advance on or before the first day of each month of the
Lease term, exclusive of taxes, expenses, damages, off-sets, or deductions whatsoever, which
are subject to other provisions of this Lease. Rent shall be payable at such place as the Port
shall from time to time designate.
(d)  Rent Adjustments Reflecting Fair Market Value. Rent for the sixth (6th), eleventh (11th), 
and sixteenth (16th) Agreement Years (each, an "Adjustment Date") will be adjusted to the
then prevailing fair market rental rate (the "Fair Market Rent"). In no event will the Fair
Market Rent adjustments be less than ninety percent (90%) of the then current rent or more
than one hundred ten percent (110%) of the then current rent Year (effectively, 6/1/2022;
6/1/27; and 6/1/32). 
(e) Fair Market Rent Proposal Process. The Port will obtain an appraisal of the fair market value
of the Premises no sooner than one hundred eighty (180) days before but not later than one
hundred fifty (150) days before the applicable Adjustment Date and will deliver to Lessee a
Fair Market Rent proposal along with the appraisal report. In the event Lessee disputes the
Fair Market Rent determination or the Port's appraisal and the parties do not agree on the
adjusted rent for the Premises before the ninetieth (90th) day prior to the effective date of the
adjustment, the Port and Lessee shall each deliver to the other party a "Final Offer" on the
ninetieth (90th) day prior to the effective date of the adjustment and invoke the Rent Dispute
Resolution process described below. "Final Offer" shall mean the last offer with regard to
what the Port or Lessee, respectively, will accept as the rental rate for the Premises on the
ninetieth (90th) day prior to the effective date of the adjustment. 
(f)   Rent Dispute Resolution. Thereafter, the adjusted Fair Market Rent of the Premises will be
determined by three (3) arbitrators, each of whom shall be a member of one of the Society of
Industrial and Office Realtors, the American Society of Real Estate Counselors or the
Washington-British Columbia Chapter of the American Institute of Real Estate Appraisers.
The Port and Lessee will each select and fully compensate one of the three arbitrators and the
third arbitrator will be selected by the other two and compensated in equal shares by the Port
and Lessee. Each party shall select an appraiser to be a member of the arbitration panel within
twenty-one (21) days of either party invoking the Rent Dispute Resolution process. Each party
shall cooperate to expedite the selection of the three arbitrators and in no case may either party
delay the selection of the arbitration panel. In the event that there is a dispute with regard to
the selection of the third member of the arbitration panel, either party may apply to the
Superior Court of King County for appointment of the third member of the arbitration panel.
Neither party may use the court process to delay the appointment of the third arbitrator and
each party must cooperate with the party applying for appointment to accomplish the
appointment of the third arbitrator by the most expeditious means, including acceptance of
service if an action is required to be filed, use of the ex parte department or letter to the
presiding judge requesting appointment/designation of arbitrator. The arbitration to achieve
Rent Dispute Resolution shall be based on an approach to valuation consistent with the
standards of professional appraisal practice. For purposes of the Rent Dispute Resolution, the
arbitration panel may ask questions and request further information from each party, but the
arbitration panel shall have discretion with respect to what the panel deems comparable
properties. The arbitrators shall ultimately select one of the Final Offers as the resolution of
the dispute, and may not render a compromise decision. 
(g)   Required Rent. In the event that the Fair Market Rent cannot be determined until after the
applicable Adjustment Date, Tenant shall pay rent at the rate proposed by the appraiser
appointed by the Port prior to submission of the question to arbitration. Upon final
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determination of the Fair Market Rent, any overpayment resulting from the arbitration
decision (or settlement between the parties in anticipation thereof) shall be promptly refunded
by the Port to Lessee together with interest at a rate of eighteen percent (18%) per annum, or
the maximum rate permitted by applicable law, whichever is less, until paid, within fifteen
(15) days from the arbitration decision (or final approval of such settlement). 
3.   Paragraph 9 of the Lease [ALTERATIONS AND IMPROVEMENTS] is revised to add a new
subparagraph (c) as follows: 
(c) Lessee will make certain improvements to the Premises during the Term, including asphalt
upgrades; replacement of HVAC units as needed; lighting retrofit to improve energy efficiency;
SMART Building system to improve efficiency of lighting and HVAC systems; and installation
of additional lifts/ maintenance bays. These infrastructure improvements shall be at Lessee's sole
cost and expense and subject to the approval process under subparagraph 9 (a) of the Lease; and
further subject to the requirements of subparagraph 22 (e) of the Lease. These improvements will
be completed within by June 31, 2021. In connection with the labor associated with any approved
Alterations or Improvements to the Premises, Lessee must pay the appropriate prevailing wage
and comply with all prevailing wage laws in the State of Washington applicable to the Port, as set
forth in RCW 39.12 and the regulations thereunder. Prior to commencing any work, Lessee must
submit to the State (or to the Port if the State does not accept them) properly completed
Statement(s) of Intent to Pay Prevailing Wage, and upon completion of the work, properly
completed Affidavits of Wages Paid.
4.   Paragraph 17 of the Lease [TAXES] is deleted in its entirety and replaced with the following: 
17.      TAXES; LATE CHARGES; AND PAYMENTS 
(a) Taxes - Lessee shall be liable for, and shall pay throughout the terms of this Lease, all
license fees and all taxes payable for, or on account of, the activities conducted on the
Premises and all taxes on the personal 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. Lessee shall
reimburse the Port for all such taxes paid or payable by 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. 
(b) Late Charges - If any installment of rent, or any portion thereof, or any other sum due
from Lessee is not received by the Port within ten (10) days after such amount is due,
then, without any requirement for notice by the Port to Lessee, Lessee shall pay the Port a
late charge equal to the lesser of, the rate of one and one-half percent (1 %) per month
or the maximum rate permitted by law, provided, however, the minimum late charge shall
be five dollars ($5.00). Acceptance of such late charge by the Port shall in no event
constitute a waiver of Lessee's default with respect to such overdue amount, nor prevent
the Port from exercising any of the other rights and remedies granted hereunder. In
addition to the late charges provided for in this Section, interest shall accrue on any

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unpaid rent or any other sums due hereunder, at the Default Rate from the date due until
paid. 
(c) Payments-  All rent, payments, and fees due under this Lease shall be paid in lawful
money of the United States of America. All payments shall be made by check, ACH
credit transfer, credit card payment inclusive of any service fee, or other form of payment
approved by the Port. 
5.   A new subparagraph (e) is hereby added to Paragraph 22 of the Lease, as follows: 
(e) If this Lease is terminated pursuant to the provisions of subparagraph 22(a), the Port shall
reimburse Lessee for the unamortized portion of the cost of all improvements made by
Lessee to the Premises with the Port's prior written consent as documented prior to
commencement of construction by the signed agreement of the parties. Such amortization
shall be computed on a straight-line basis over the term of the lease. Notwithstanding the
foregoing, the Port shall not reimburse Lessee for any improvements not documented in
accordance with this subparagraph. 
6.   Except as amended herein, all other terms, covenants and conditions of the Lease shall
remain in full force and effect. 
IN WITNESS WHEROF, the parties have executed this First Amendment to Lease as of the date first
above written. 
PORT OF SEATTLE                    EAN HOLDINGS, LLC 
a municipal corporation                         a Delaware Limited Liability Corporation 

By___________________________          By___________________________ 
Its____________________________          Its____________________________ 








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STATE OF _______________) 
) ss. 
COUNTY OF _____________) 
I certify that I know or have satisfactory evidence that ______________________ is the
person who appeared before me, and said person acknowledged that (he/she) signed this
instrument, on oath stated that (he/she) was authorized to execute the instrument and
acknowledged it as the _________________________ of the _________________, a
corporation of the State of _______________, to be the free and voluntary act of such party
for the uses and purposes mentioned in the instrument.
SUBSCRIBED AND SWORN to before me this __________ day of
____________________, 20__. 
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 Commission Expires: ____________________ 

STATE OF WASHINGTON ) 
) ss. 
COUNTY OF KING ) 
I certify that I know or have satisfactory evidence that ______________________ is the
person who appeared before me, and said person acknowledged that (he/she) signed this
instrument, on oath stated that (he/she) was authorized to execute the instrument and
acknowledged it as the _________________________ of the PORT OF SEATTLE, a
municipal corporation, to be the free and voluntary act of such party for the uses and
purposes mentioned in the instrument.
SUBSCRIBED AND SWORN to before me this __________ day of
____________________, 20__. 
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 Washington,
residing at ________________________________ 
My Commission Expires: ____________________ 

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