FIRST AMENDMENT

TO SECOND AMENDED AND RESTATED

REAL ESTATE PURCHASE AND SALE AGREEMENT

This agreement (“Agreement”) is made between Port of Seattle (“Port”) and

Lockheed Martin Corporation (“Lockheed Martin”) and amends the Second Amended

and Restated Real Estate Purchase and Sale Agreement (“PSA”) between the Port and

Lockheed Shipbuilding Company, predecessor to Lockheed Martin, dated September

25, 1992, and attached hereto as Exhibit A. The Port and Lockheed Martin may be

referred to individually as a “Party” or collectively as the “Parties.”

RECITALS

WHEREAS, pursuant to the Second Amended and Restated Real Estate

Purchase and Exchange Agreement (“Purchase Agreement”) executed September 25,

1992, the Port acquired ownership of the former shipyard of Lockheed Shipbuilding

Company in West Seattle (known as “Yard 2”) which included acquisition of certain real

property (the “Fee Property”) and a leasehold in certain State of Washington leases (the

“Leased Property”);

WHEREAS, the near shore sediments of the former Yard 2 are a federal

Superfund site (the “Site”), subject to a 2013 Record of Decision (“ROD”) issued by the

Environmental Protection Agency (“EPA”) and a 2015 Unilateral Administrative Order

(“UAO”) for the remedial action.

WHEREAS, Lockheed Martin is responsible for designing and implementing the

remedial action set forth in the ROD and pursuant to the UAO;

WHEREAS, Lockheed Martin anticipates it may leave certain contamination in

place on the Fee Property and/or Leased Property as part of the remedial action;

WHEREAS, the Parties acknowledge that the use of Enclosed Fill, as defined in

the PSA, as part of the “Southwest Harbor Project” described in Paragraph 4(a)(iv)(C) of

the PSA did not occur as the Parties had anticipated in 1992;

WHEREAS, both the Parties desire to amend the Purchase Agreement to clarify

their respective long-term responsibilities for the Yard 2 site;

Item No. 6g attach

Meeting Date: July 24, 2018

AGREEMENT

NOW, THEREFORE, in consideration of the mutual covenants and promises

contained herein, and for other good and valuable consideration, the receipt and

adequacy of which are hereby acknowledged, the Parties agree as follows:

1. Recitals incorporated by reference. Each Recital set forth above is

incorporated herein by this reference and made a part of the Agreement between the

Parties.

2. Access Agreement. The Parties incorporate by reference the access

agreement attached hereto as Exhibit B.

3. Amendment to Purchase Agreement. This Agreement amends the PSA as

follows.

(a) The definition of “Enclosed Fill” found in Paragraph 4(a)(i) (Definitions)

shall be modified as follows:

“Enclosed Fill” shall mean any engineered cover, cap or fill, including any

barrier, dike, bulkhead, sheet pile wall, breakwater and any and all other

supporting or required slope, wall or structure, now or at any time

hereafter constructed or placed on the Submerged Fee Property or

Submerged Leased Property, or both, by Buyer or Buyer’s agents.

Notwithstanding the foregoing, “Enclosed Fill” shall not include any

construction or placement of materials on the Submerged Fee Property or

Submerged Leased Property for the purpose of implementing a habitat

improvement project that has received all required agency approvals, nor

shall it include any action, engineering controls, or placement of materials

on the Submerged Fee Property or Submerged Lease Property for the

purpose of bank stabilization, safety, or routine maintenance.

(b) Paragraph 4(c), “Seller’s Indemnity,” shall be modified as follows:

Seller agrees to indemnify and hold Buyer harmless with respect to any

and all claims, liabilities, losses, liens, costs, penalties, damages

(including natural resource damages) or expenses (including reasonable

attorneys’ fees and fees of environmental consultants) (collectively

“Liability”) as a result of contamination left in place on the Fee Property

and/or Leased Property as part of the remedial action and/or as a result of

any action, suit, proceeding, lien or claim in connection with or arising

from: . . .

4. Amendment. Any modification of this Agreement or any additional

obligations assumed by any Party hereto shall be binding only if evidenced by a writing

signed by each of the Parties hereto.

5. Governing Law. The laws of the State of Washington shall govern the

validity, enforcement, and interpretation of this Agreement. Any dispute or cause of

action under this Agreement shall be resolved in a court of competent subject matter

jurisdiction in King County, State of Washington.

6. Waiver of Jury Trial. To the fullest extent permitted by law, each of the

parties hereto hereby waives trial by jury in any action arising out of matters related to

this agreement, which waiver is informed and voluntary.

7. Counterparts. This Agreement may be executed in any number of

counterparts, each of which shall constitute an original hereof. All executed

counterparts together shall constitute one and the same document, and any initialed

pages and signature pages may be assembled to form a single original document.

IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be

duly executed as of the date indicated below.

PORT OF SEATTLE, a Washington municipal

corporation:

By: _______________________________

Name:

Title:

Date:

LOCKHEED MARTIN CORPORATION,

a Maryland corporation

By: _______________________________

Name:

Title:

Date:

[Exhibits intentionally omitted]