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BANK CREDIT PURCHASE AGREEMENT

TERMINAL 117 RESTORATION SITE HABITAT BANK

This Bank Credit Purchase Agreement (“Agreement”) is made by and between the Port

of Seattle, a Washington municipal corporation (“Bank Sponsor” and “Seller”), and Lockheed

Martin Corporation, a Maryland Corporation (“Buyer”), each a “Party” and collectively the

“Parties.”

1. RECITALS

1.1. Bank Sponsor is the owner of the Terminal 117 Restoration Site Habitat Bank (“T117

Habitat Bank”), created and administered pursuant to the Natural Resource Restoration

and Enhancement Credit Protocol signed by the Bank Sponsor and the National Oceanic

and Atmospheric Administration (“NOAA”) on behalf of the Elliott Bay Trustee Council

(“Trustee Council”), effective December 4, 2019 (the “Credit Protocol,” attached as

Exhibit 1).

1.2. The purpose of the Terminal 117 Habitat Bank is to provide compensatory mitigation for

natural resources damages (“NRD”), including impacts to wetlands, fish habitat, and

other critical areas.

1.3. Upon final approval by the Trustee Council, Bank Sponsor will be authorized to obtain,

hold, sell, and transfer discounted service-acre year credits (“DSAY Credits”) generated

by the T117 Habitat Bank, said credits being units of trade representing the increase in

ecological value of a site.

1.4. Buyer wishes to purchase from Bank Sponsor, and Bank Sponsor wishes to sell to

Buyer, DSAY Credits from the T117 Habitat Bank in order to compensate the Trustee

Council for NRD, on and subject to the terms and conditions contained in this

Agreement.

2. AGREEMENT

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

contained in this Agreement, and for other good and valuable consideration, the receipt and

sufficiency of which is acknowledged, Bank Sponsor and Buyer agree as follows:

2.1. Purchase/Sale of DSAY Credits

2.1.1. Purchase/Sale. Bank Sponsor hereby sells to Buyer, and Buyer hereby buys from

Bank Sponsor, on and subject to the terms, covenants, and conditions set forth in this

Agreement, 500 DSAY Credits.

2.1.2. Purchase Price and Payment. The Purchase Price is ninety-five thousand, eight

hundred and no/100 (US$ $95,800.00) per DSAY Credit. Buyer agrees to pay the

Purchase Price to Bank Sponsor as follows:

(i) Initial Deposit: $11,000,000 is due within 60 days of the Effective Date of

Item # 8f attach

Meeting Date: June 11, 2024

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this Agreement as defined in Section 2.7.1.

(ii) First Payment: A minimum payment of $14,000,000 is due on or before

February 1, 2025.

(iii) Second Payment: A minimum payment of $19,938,480 is due January 14,

2026.

(iv) Final Payment: A minimum payment of $2,961,520 is due on or before

January 14, 2027.

2.1.3 Payment by ACH. Buyer shall transmit each payment to Seller by ACH,

following the instructions set forth in Exhibit 2.

2.1.4 Late Fees. The finance charge for any payments received after the due date is

0.0493% per day based on outstanding balance (including accrued interest)

(consistent with Port’s tariff).

2.2. Project Information; Limitation on Transfer.

2.2.1. Suitability. Except as provided in section 2.3.3 below, Buyer shall be solely

responsible for obtaining determinations from applicable agencies as to whether the

DSAY Credits are suitable for Buyer’s intended purpose. Bank Sponsor makes no

representations or warranties of any kind, express or implied, as to the suitability,

utility, applicability, sufficiency, or otherwise, of the DSAY Credits to Buyer, and

any and all such representations and warranties are hereby expressly disclaimed by

Bank Sponsor and waived by Buyer. Buyer acknowledges and agrees that Bank

Sponsor is selling the DSAY Credits specifically for the purpose identified in Section

2.2.2 below, and that this Agreement and the DSAY Credits shall not be transferable

by Buyer.

2.2.2. Project. The DSAY Credits shall be used solely for settlement of Buyer’s alleged

NRD liability pursuant to a consent decree between NOAA, on behalf of the Trustee

Council, and Buyer.

2.3. Representations and Warranties

Bank Sponsor represents and warrants to Buyer that:

2.3.1. Upon final approval by the Trustee Council, Bank Sponsor will be authorized by

the Trustee Council to operate the T117 Habitat Bank and to obtain, hold, sell, and

transfer DSAY Credits; and

2.3.2. Any interest of Bank Sponsor in the DSAY Credits is free and clear of conditions

or restrictions, except as otherwise provided in this Agreement, the Bill of Sale, or

the Credit Protocol.

2.3.3. Bank Sponsor, and its successors and assigns, will maintain the T117 Habitat Bank

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in accordance with any requirements established by the Trustee Council, as outlined

in the Credit Protocol. In the event the Trustee Council determines that the T117

Habitat Bank has not been maintained in accordance with its requirements, Bank

Sponsor shall be solely responsible for any adaptive management or remedial action,

including but not limited to purchase or development of replacement bank credits

required by the Trustee Council. In the event that Bank Sponsor does not fulfill this

obligation and Buyer is required to purchase replacement credits from the Trustees in

order to make up for a deficiency of credits (i.e., less than 500) generated by the

T117 Habitat Bank, Bank Sponsor agrees to indemnify Buyer for the cost of the

replacement credits as set forth in the Consent Decree between Buyer and the

Trustees.

2.3.4. Except for the express representations and warranties in this Agreement (including

but not limited to section 2.3.3 above), Seller makes no representations or warranties

regarding the DSAY Credits; Bank Sponsor hereby disclaims, and Buyer hereby

waives, any and all representations or warranties of any kind, express or implied,

concerning the DSAY Credits, including but not limited to the suitability, utility,

applicability, sufficiency, or otherwise, of the DSAY Credits to the purposes for

which Buyer intends to use the DSAY Credits.

2.4. Closing

2.4.1. Initial Deposit. Buyer shall pay the Initial Deposit, as defined above in 2.1.2(i),

by ACH transfer to Bank Sponsor within sixty (60) days of the Effective Date of this

Agreement. If the total Initial Deposit is not so paid to Bank Sponsor, then this

Agreement shall automatically terminate, and Bank Sponsor shall have no further

obligation to sell the DSAY Credits to Buyer under this Agreement.

2.4.2. Consent Decree. Buyer shall use best efforts to negotiate a consent decree

resolving its NRD liability with the Trustee Council, to be entered by a federal court

of competent jurisdiction on or before February 1, 2025. Bank Sponsor will

cooperate with Buyer and/or the Trustee Council if and as reasonably needed to

either (1) incorporate into Buyer’s consent decree the necessary terms of the Credit

Protocol to effectuate transfer of the DSAY Credits or (2) incorporate such terms into

Bank Sponsor’s own consent decree with the Trustee Council.

2.4.3. Deposit is Refundable until First Payment. If a consent decree resolving NRD

liability as between Buyer and the Trustee Council has not been executed by all

signatories on or before February 1, 2025, Buyer may request a refund of its Initial

Deposit in writing. Bank Sponsor shall issue such a refund, with no interest, within

thirty (30) days of receiving such a request.

2.4.4. Closing Upon First Payment.

(i) Buyer shall transmit by ACH transfer its First Payment as described above

in 2.1.2(ii) on or before February 1, 2025.

(ii) Within 14 days after Bank Sponsor’s receipt of First Payment (in addition to

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the Initial Deposit) and the Corporate Guarantee described in 2.4.5 below,

Bank Sponsor shall deliver a Bill of Sale to Buyer transferring the DSAY

Credits to Buyer.

(iii) The “Closing” or “Closing Date,” and the transfer of the DSAY Credits,

shall occur when the Bill of Sale is executed by Buyer. Upon Bank

Sponsor’s receipt of First Payment, the Initial Deposit will no longer be

refundable under Section 2.4.3, and no other payments shall be refundable.

2.4.6. Corporate Guarantee. If Buyer chooses to transmit the Purchase Price in

installments rather than in its entirety as part of the First Payment, Buyer shall also

deliver a corporate guarantee to Buyer, securing the amount of the Purchase Price

still outstanding after the First Payment. Such corporate guarantee shall be a good

and sufficient corporate surety company bond or other security (hereinafter referred

to as the “Bond”) in accordance with the provisions of the laws of the State of

Washington to secure the full performance by Buyer of all terms and conditions of

this Agreement, including payment by Buyer of all amounts payable to the Bank

Sponsor during the term of this Agreement. The form and provisions of the Bond,

and the identity of the surety thereon, shall be subject to the approval of the Bank

Sponsor. Bank Sponsor can provide a sample bond form upon request. The amount

of the Bond shall be the amount of the Purchase Price not yet paid as of February 2,

2025. If Buyer fails to provide a bond, Buyer shall be considered in default

hereunder and subject to the Bank Sponsor’s rights under Section 2.5.2 below. The

Bond may provide for termination on the anniversary date thereof upon not less than

one (1) year’s written notice to the Bank Sponsor if the Agreement is not in default

at the time of said notice. In the event of any such termination, Buyer shall obtain a

new Bond, also subject to Bank Sponsor approval, to replace the Bond being so

terminated to be effective on or before the date of termination. Subject to Bank

Sponsor’s approval, Buyer may, in lieu of a Bond, obtain a guaranty from a party

acceptable to the Bank Sponsor in its sole discretion and subject to the guarantor

executing a guaranty form acceptable to the Port in its sole discretion.

2.4.7. Second Payment. Buyer shall transmit by ACH transfer its Second Payment as

described above in 2.1.2(iii) on or before January 14, 2026.

2.4.8. Final Payment. Buyer shall transmit by ACH transfer its Second Payment as

described above in 2.1.2(iv) on or before January 14, 2027.

2.4.9. Limits on Closing Date. The Closing Date shall not be modified without the

written approval of Bank Sponsor and Buyer.

2.4.10. Conveyance; Notice of Transfer. At Closing, Bank Sponsor shall convey to

Buyer the DSAY Credits, free of conditions or restrictions, except as expressly

provided for in this Agreement, the Bill of Sale, or the Credit Protocol. Conveyance

shall be in the form of a Bill of Sale. In addition, Bank Sponsor will provide

notification in writing and an updated bank credit ledger to the Buyer and Trustee

Council notifying them that the DSAY Credits have been transferred by the Bank

Sponsor to the Buyer for the purposes detailed in Section 2.2.2 of this Agreement.

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2.4.11. Taxes; Costs. Buyer shall pay any sales tax or other tax due from the sale or

purchase of the DSAY Credits under this Agreement, and shall defend, indemnify,

and hold harmless Bank Sponsor from any and all claims, costs, fees (including but

not limited to attorney fees), and expenses related to such taxes; Buyer’s obligation

under this section shall survive Closing. Except as provided above, each Party shall

pay its own costs and attorney fees related to this Agreement and the transaction

thereunder.

2.5. Termination; Default; Remedies

2.5.1. Termination. This Agreement may be terminated by Buyer at any time prior to

Closing upon 10 days’ written notice to Bank Sponsor. Upon termination and

request by Buyer, Bank Sponsor shall refund the Initial Deposit, with no interest, to

Buyer within thirty (30) days of receiving such request in writing. Once such refund

has been transmitted, neither Party shall have any further obligation to the other

under this Agreement.

2.5.2. Default by Buyer. If Buyer fails, without legal excuse or termination of this

Agreement, to complete the purchase of the DSAY Credits in accordance with the

terms of this Agreement, then Bank Sponsor may pursue payment of the remaining

amount due, plus any applicable late fees pursuant to paragraph 2.1.4, through the

Corporate Guarantee provided in in 2.4.6. At Bank Sponsor’s discretion, in lieu of

pursuing compensation under the Corporate Guarantee, the Parties may instead

agree to terminate this Agreement and have Buyer return the pro-rata number of

DSAY Credits not paid in full by the date of termination based on the price of US$

95,800.00 per DSAY Credit plus any applicable late fees.

2.5.3. Default by Bank Sponsor. If Bank Sponsor fails, without legal excuse, to

complete the sale of the DSAY Credits by March 1, 2025, then Buyer may terminate

this Agreement and recover the entire amount of the Initial Deposit and any other

money paid by Buyer to Bank Sponsor for the DSAY Credits, with no interest, as

liquidated damages as the sole and exclusive remedy available to Buyer for such

failure. Buyer shall not be entitled to specific enforcement of transfer of the DSAY

Credits, or consequential damages such as lost profits or damages, or any other

remedy, for such failure or for any other claim related to this Agreement. Buyer may

request a refund of all payments made no later than February 1, 2025. Bank Sponsor

shall issue such a refund, within thirty (30) days of receiving such a request.

2.6. Notice

2.6.1. Except as may be otherwise expressly provided for herein, all notices required or

permitted to be given under this Agreement shall be in writing and shall be

delivered or sent: (a) in person; (b) by U.S. Mail, postage prepaid and certified with

return receipt requested, and addressed as set forth below; (c) by nationally

recognized overnight delivery service, prepaid, and addressed as set forth below; or

(d) by email if a Party agrees to notice by email and provides an email address.

Either Party may change its address by notifying the other Party in writing of the

change of address. Notice shall be effective upon receipt or refusal of delivery by

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the addressee for notice delivered in person or sent by U.S. Mail or courier, and

shall be effective upon the addressee’s written acknowledgement of receipt other

than by an automated response for notice sent by email.

2.6.2. If to Bank Sponsor: Port of Seattle

Attn: Deputy General Counsel

Attn: Sr. Manager, Maritime Environmental Planning

2711 Alaskan Way

P.O. Box 1209

Seattle, WA 98111

As of the date of this Agreement:

Elizabeth Black, black.e@portseattle.org

Jon Sloan, sloan.j@portseattle.org

If to Buyer:

Lockheed Martin Corporation

Attn: Assistant General Counsel

6801 Rockledge Drive

Bethesda, MD 20817

As of the date of this Agreement:

Todd Billmire, todd.billmire@lmco.com

Brian Thorne, brian.thorne@lmco.com

2.7. Miscellaneous

2.7.1. Effective date. The Effective Date of this Agreement shall be the last date of

signature below by Bank Sponsor and Buyer.

2.7.2. Assignment. Buyer’s rights under this Agreement, and any DSAY Credits

purchased (or to be purchased) by Buyer under this Agreement, shall not be

assigned, sold, gifted, alienated, encumbered, apportioned, transferred, or otherwise

disposed of (collectively “assign”), in whole or in part, either voluntarily or by

operation of law, to any other person or entity, and any DSAY Credits to be

purchased (or to be purchased) by Buyer under this Agreement shall not be used for

any purpose other than as stated in this Agreement, without the prior written consent

of Bank Sponsor, in its sole and absolute discretion. Any attempt to assign or

otherwise transfer or use the DSAY Credits shall be null and void. This provision

shall survive Closing and shall not be merged into the Bill of Sale. Subject to the

foregoing limitation, this Agreement shall inure to the benefit of and be binding

upon the Parties’ respective successors and assigns.

2.7.3. Entire Agreement. This Agreement constitutes the entire agreement and

understanding between the Parties with respect to the purchase and sale of the

DSAY Credits, and supersedes and replaces any prior agreements and

understandings, whether oral or written, between them with respect to said matters.

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2.7.4. Time. Time is of the essence of this Agreement.

2.7.5. Governing Law; Venue. This Agreement shall be construed and interpreted in

accordance with the laws of the State of Washington, without regard to its conflicts

of laws principles. Venue of any dispute shall be in King County, Washington.

2.7.6. Amendment; Waiver. No change or modification of this Agreement shall be

valid unless the same is in writing and signed by the Parties. No waiver of any

provision of this Agreement shall be valid unless in writing and signed by the Party

against whom it is sought to be enforced. No waiver of any provision of this

Agreement shall constitute a waiver of any other provision of this Agreement,

whether or not similar, nor shall any waiver constitute a waiver of any preceding,

succeeding, or continuing occurrence or condition, unless expressly stated in the

waiver.

2.7.7. Captions. The captions of this Agreement have no effect upon its interpretation

and are for convenience and ease of reference only.

2.7.8. Severability. The unenforceability, invalidity, or illegality of any provision

hereof shall not render any other provision unenforceable, invalid, or illegal.

2.7.9. Computation of Time. If any date set forth in this Agreement for the delivery of

any document or the happening of any event should, under the terms hereof, fall on

a weekend or legal holiday as defined in RCW 1.16.050, then such date shall be

automatically extended to the next succeeding weekday that is not such a holiday.

2.7.10. Attorneys’ Fees. In the event either Party to this Agreement finds it necessary to

bring an action at law or other proceeding against the other Party to enforce any of

the terms, covenants, or conditions of this Agreement or any instrument executed

pursuant to this Agreement, or by reason of any breach or default under this

Agreement, the prevailing party in any such action or proceeding (and any appeal

thereof) shall be paid all costs and reasonable attorneys’ fees by the other Party.

This provision shall survive Closing and shall not be merged into the Bill of Sale.

2.7.11. Acts Beyond Party’s Control. Neither Party to this Agreement shall be in

default or violation as to any obligation created hereby and no condition precedent

or subsequent shall be deemed to fail to occur if such Party is prevented from

fulfilling such obligation by, or such condition fails to occur due to, forces beyond

such Party’s reasonable control, including without limitation, destruction or

impairment of facilities resulting from breakdown not resulting from lack of

ordinary care and maintenance, flood, earthquake, slide, storm, lightning, fire,

epidemic, war, riot, civil disturbance, sabotage, proceeding by court or public

authority, or act or failure to act by court, public authority, or third party, which

forces by exercise of due diligence and foresight such Party could not reasonably

have expected to avoid; provided, however, that the foregoing shall not apply with

respect to any actions taken or events caused by such Party’s own employees, or

with respect to the payment of any amount due to the other Party under this

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Agreement.

2.7.12. No Joint Venture. It is not intended by this Agreement to, and nothing contained

in this Agreement shall, create any partnership, joint venture, or other arrangement

between Buyer and Bank Sponsor. No term or provision of this Agreement is

intended to be, or shall be, for the benefit of any person, firm, organization, or

corporation not a party to this Agreement, and no such other person, firm,

organization, or corporation shall have any right or cause of action hereunder.

2.7.13. Counterparts/Faxes. This Agreement may be executed in one or more

counterparts with like effect as if all signatures appeared on one copy. Facsimile

transmission of any signed original document (other than the Bill of Sale), and

retransmission of any signed facsimile transmission shall be the same as delivery of

an original. At the request of either party, the Parties shall confirm facsimile

transmitted signatures by signing an original document.

2.7.14. Commissions. Each Party represents and warrants that it is not represented by

any broker, agent, or other person in connection with any of the transactions

contemplated by this Agreement, and that it has not dealt with any broker, agent, or

other person to which a commission or other fee is due in connection with any of the

transactions contemplated by this Agreement, and that insofar as it knows, no

broker, agent, or other person is entitled to any commission, charge, or fee in

connection with any of the transactions contemplated by this Agreement. Each Party

agrees to indemnify, defend, and hold harmless the other Party against any loss,

liability, damage, cost, claim, or expense, including interest, penalties, and

reasonable attorney fees, that the other Party incurs or suffers by reason of a breach

by the first Party of the representations and warranties set forth in this section.

2.7.15. Disclosure of Public Records. The Parties understand and acknowledge that the

Port of Seattle is subject to the State of Washington Public Records Act. If either

Party, or any person to whom a Party transmits any information pursuant to this

Agreement, is legally required to disclose such information, including without

limitation information subject to the State of Washington Public Records Act, then

such Party will endeavor to provide written notice to the other Party prior to any

such disclosure. Unless a protective order is obtained and provided to the Party

subject to the disclosure request, the Party will release to the public the requested

information, including any confidential information.

2.7.16. Port of Seattle Authority. The sale of personal property by the Port of Seattle is

subject to all applicable requirements of RCW Title 53 and all other statutes,

regulations, rules, orders, and law of any kind applicable to a sale of personal

property by the Port of Seattle, and Port of Seattle resolutions and policies regarding

the sale of personal property, including those related to the sale of mitigation bank

credits. The Port of Seattle’s authority to enter into this Agreement, to sell the

DSAY Credits, and to perform its obligations under this Agreement, is subject to the

approval of this Agreement and all terms of this transaction, or the delegation of

authority for such approvals, by the Port of Seattle Port Commission in open public

meeting, and the successful completion of all appropriate notice, approval, and

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review processes necessary for the sale by the Port of Seattle, including any appeals.

PORT OF SEATTLE, LOCKHEED MARTIN CORPORATION,

Bank Sponsor/Seller Buyer

By: By:

Stephen P. Metruck, Executive Director Kevin Pearson, Director –

Environmental Remediation

Date: Date: