Third Amendment 1

S Agreement #002989

Duke’s Shilshole Bay Chowder House, LLC

XX/XX/2020

THIRD AMENDMENT TO GROUND LEASE AGREEMENT

BETWEEN

PORT OF SEAT

TLE

AND

DUKE’S SHILSHOLE BAY CHOWDER HOUSE, LLC

SHILSHOLE BAY MARINA

THIS THIRD AMENDMENT TO GROUND LEASE AGREEMENT is made as of

_______________, 20_____, by and between the PORT OF SEATTLE, a Washington municipal

corporation, hereinafter called “the Port,” and DUKE’S SHILSHOLE BAY CHOWDER

HOUSE, LLC, a limited liability company, hereinafter called “Tenant,”

WITNESSETH:

WHEREAS, the parties entered into a ground lease agreement dated May 11, 2017, hereinafter

called “Ground Lease,” covering certain premises and activities by Tenant at Shilshole Bay

Marina, Seattle, Washington, which was subsequently amended by the First Amendment dated

January 10, 2018, further amended by the Second Amendment dated November 12, 2019, and

supplemented by the Deferral Agreement dated May 12, 2020; and

WHEREAS, Tenant confirms and represents that the COVID-19 pandemic has had a direct and

significant negative financial impact on its business. Tenant also acknowledges that this First

Amendment is intended to assist Tenant in managing short term operating expenses during this

extremely difficult time for the restaurant industry and the overall global economy and to

maximize, to the extent possible given current circumstances, the ability of Tenant to continue

construction and provide services during and after the period of impacts from the COVID-19

pandemic.

WHEREAS, the parties now wish to further revise the Ground Lease as previously amended, by

decreasing the size of the Premises, Project and Property, effective April 1, 2020, as well as a

corresponding reduction in both Construction Phase Monthly Rent, and Post-Construction

Monthly Rent; and

WHEREAS, the parties now wish to defer rent during Construction Phase status effective April

1, 2020 through March 31, 2023; and commence payback of deferred fees effective April 1, 2023

through March 31, 2033.

WHEREAS, the parties now wish to extend the Construction Phase for three additional years,

effective April 1, 2020 until March 31, 2023.

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

follows:

1. The Premises, as defined in Section 1.22 of the Ground Lease, and the Property, as defined

in Section 1.24 of the Ground Lease, both previously depicted in Exhibits B-2, C-1, and F are

amended and reduced from 9,200 square feet to approximately 4,500 square feet, effective April

1, 2020.

2. The Project, as defined in Section 1.23 of the Ground Lease, is hereby deleted in its entirety

and replaced with the following:

“Project” shall mean and refer to the Property leased hereunder to Tenant

approximately 4,500 square feet of perimeter area (“Perimeter Area”), effective April 1,

2020, to be depicted in exhibits B-3.

3. Base Rent as defined in section 4.1 of the Ground Lease is amended as follows;

Construction Phase Rent: Beginning April 1, 2020 the total monthly rental payable by

Item

6h attach 1

Date of Meeting: June 23, 2020

Third Amendment 2

OS Agreement #002989

Duke’s Shilshole Bay Chowder House, LLC

XX/XX/2020

Tenant is decreased to $2,048 per month.

Post-Construction Phase Rent: Beginning April 1, 2023 the total monthly rental payable by

Tenant will decrease to $7,216 per month.

4. Commencement Date as defined in Section 1.7 of the Ground Lease, is amended to include,

Commencement of the Deferred Fees of $614 per month, effective April 1, 2023 to be paid in

full no later than March 31, 2033.

Deferred Fees 4/1/2023-3/31/2033: $2,048 x 12 months = $24,576/year x 3 years =

$73,728 total ”Deferred Fees”.

$73,728 / 12 months = $6,144/ 10 years = $614 per month.

Tenant’s payment of Deferred Fees shall include, as applicable, payment of leasehold excise tax

(“LET”) on the Deferred Fees pursuant to the Agreement and Chapter 82.29A RCW. Tenant

agrees that in the event the Washington Department of Revenue (“DOR”) determines that

payment of LET may not be so deferred, Tenant agrees that all such LET shall become

immediately due from and payable by Tenant. Moreover, in the event that DOR determines,

based on Chapter 82.29A RCW or any revision or amendment thereto, that LET is due in an

amount greater than the amount invoiced or remitted by the Port, Tenant agrees that payment of

same shall be the sole responsibility of Tenant and Tenant shall indemnify and hold the Port

harmless from and against any such LET assessed, including any penalties or interest. The

obligations set forth in this Section shall survive any termination of the Agreement.

5. Exhibits B-2, C-1, and F will be replaced with the Exhibits B-3 to update the legal

description, property description, and revised square footage. Such exhibits and final square

footage shall be provided by Tenant to the Port by written notice in accordance with Section

28.1, and subject to the Port’s review and written approval.

6. Nothing in this Third Amendment shall be deemed a waiver or relinquishment of any

obligations of a surety or other obligor (“Surety”) under a letter of credit, bond, guaranty, or

other financial instrument (each, a “Surety Agreement”) provided to the Port to secure Tenant’s

obligations under the Ground Lease, and future compliance therewith, and said terms, conditions

and provisions shall remain in full force and effect. The Port expressly reserves any and all rights

against and with respect to the Surety and Surety Agreement.

7. Except as expressly amended herein, all provisions of the Ground Lease (as previously

amended) shall remain in full force and effect.

IN WITNESS WHEREOF, the parties hereto have executed this Third Amendment as of the day

and year first above written.

LESSOR TENANT

PORT OF SEATTLE Duke’s Shilshole Bay Chowder House, LLC

By _________________________________ By _________________________________

Its_______________________________ Its_______________________________

Third Amendment 3

OS Agreement #002989

Duke’s Shilshole Bay Chowder House, LLC

XX/XX/2020

Notary to Third Amendment to Lease

with Duke’s Shilshole Bay Chowder House, LLC

at Shilshole Bay Marina.

STATE OF WASHINGTON )

) ss

COUNTY OF KING )

n this _____ day of ___________________, 20_____, before me personally appeared

____________________________, to me known to be the _________________________________ of the PORT

OF SEATTLE, the municipal 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 s/he was authorized to execute said instrument.

n Witness Whereof I have hereunto set my hand and affixed my official seal the day and year first above

written.

________________________________

_____________

(Signature)

_____________________________________________

(Print Name)

Notary Public, in and for the State of Washington,

residing at _____________________________________

My Commission expires: _________________________

STATE OF WASHINGTON )

) ss

COUNTY OF KING )

n this _____ day of ___________________, 20_____, before me personally appeared

____________________________, to me known to be the _________________________________ of the

___________________________________, the individual/entity that executed the within and foregoing instrument

as Tenant, and acknowledged said instrument to be the free and voluntary act and deed of said individual/entity, for

the uses and purposes therein mentioned, and on oath stated that s/he was authorized to execute said instrument.

n Witness Whereof I have hereunto set my hand and affixed my official seal the day and year first above

written.

________________________________

_____________

(Signature)

_____________________________________________

(Print Name)

Notary Public, in and for the State of Washington,

residing at _____________________________________

My Commission expires: _________________________