FIRST AMENDMENT

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”).

WITNESSETH:

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

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 (16

) 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 (90

) 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 (90

) 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 (90

) 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

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:

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 ½%) 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

unpaid rent or any other sums due hereunder, at the Default Rate from the date due until

paid.

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____________________________

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 )