508339547.3

Item No:

attac

Meeting Date: February 11, 2025

AMENDMENT TO AMENDED AND RESTATED GROUND LEASE

THIS AMENDMENT TO AMENDED AND RESTATED GROUND LEASE (this

“Amendment”) is made and entered into as of _______________ ____, 2025 (the “Effective Date”), by

and between BOYSEN & BOYSEN L.L.C., a Washington limited liability company (“Landlord”), and

STOC OWNER, LLC, a Delaware limited liability company (“Tenant”).

W I T N E S S E T H:

WHEREAS, Landlord and STOC, LLC, a Delaware limited liability company (“Original

Tenant”) entered into that certain Amended and Restated Ground Lease dated January 1, 2016 (the

“Lease”), as memorialized by a Memorandum of Amended and Restated Ground Lease recorded in the

official public records of King County, Washington on December 15, 2016 as instrument number

2016125000689, pursuant to which Landlord leased to Original Tenant certain real property as more

particularly described in the Lease (the “Premises”);

WHEREAS, the Lease was assigned by Original Tenant to Tenant pursuant to that certain

Assignment of Ground Lease dated July 25, 2019 and recorded in the official public records of King

County, Washington on August 1, 2019 as instrument number 20190801000592;

WHEREAS, Tenant, as “Seller”, has entered into that certain Purchase and Sale Agreement dated

November 15, 2024 (as amended, the “Purchase Agreement”) with the Port of Seattle, a Washington

municipal corporation (“Port”), as “Purchaser” for the sale of Tenant’s entire leasehold interest in the

Premises and fee title to the improvements thereon and, in connection therewith, Tenant’s entire right, title

and interest under the Lease will be assigned by Tenant to the Port pursuant to an Assignment of Ground

Lease (collectively, the “Transaction”). The closing of the Transaction is expected to occur on

____________, 2025 (hereinafter “Closing Date” or “Closing”); and

WHEREAS, the parties acknowledge and agree that the intent and structure of the Lease is for the

Premises to be used for rental income generation and that the potential use by the Port as an owner-occupier

of all or a substantial portion of the Premises would contradict that purpose. Accordingly, to facilitate the

Transaction and to accommodate any potential future assignee of Tenant’s interest in the Lease that may

similarly intend to occupy all or a portion of the Premises for its own purposes, Landlord and Tenant desire

to amend the Lease on the terms and conditions hereinafter set forth.

NOW THEREFORE, for and in consideration of Ten Dollars ($10.00) in hand paid, and other good

and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Landlord and

Tenant hereby agree as follows:

1. Recitals/Defined Terms. The recitals are true and correct and are made a part of this

Amendment. Capitalized terms used but not defined herein have the meaning set forth in the Lease.

2. Address for Notices to the Port. Upon Closing of the Transaction, the following addresses

for notices to the Port, as the Tenant, shall immediately and automatically become effective, subject to

subsequent change pursuant to Section 26.8 of the Lease:

(i) Tenant Notice Address. The “Tenant Notice Address” in Section 1 of the Lease is

deleted and replaced with the following:

Name

Seattle

Tacoma International Airport

Address

17801 Pacific Highway South

508339547.3

Item No:

attac

Meeting Date: February 11, 2025

Main Terminal Building

Mezzanine Level, Room

A6012M

Seattle, Washington 98158

Attention: Aviation Properties

Phone

[_______________]

Fax

[_______________]

With a copy to:

Name

Seattle

Tacoma International Airport

Address

P.O. Box 68727

Seattle, Washington 98168

Attention:

Aviation Properties

(ii) Default Notice to Tenant’s Lender. The “Default Notice to Tenant’s Lender” in

Section 1 of the Lease is deleted, it being acknowledged that there will exist no

Leasehold Mortgage for the Port as of the Closing Date.

3. Amendments to the Lease. As of the Effective Date, the Lease is amended as follows:

(i) Bow Lake Parcel. The defined terms “Bow Lake Ground Lease,” and “Bow Lake

Permitted Expenses,” as well as Sections 16.1(e) and 17.7 of the Lease are deleted, it

being acknowledged that Tenant is now the owner of fee simple title to the Bow Lake

Parcel. Tenant grants to Landlord a right of first refusal to purchase the Bow Lake

Parcel from Tenant on the same terms and conditions of Section 23.1 of the Lease

(without the amendments to the provision set forth in this Amendment), subject to the

following modifications:

(a) References to the “Premises” are replaced with “Bow Lake Parcel”;

(b) References to “Landlord” are replaced with “Tenant,” and vice versa;

integral part of a larger transaction that includes the assignment of the Lease to the

same purchaser or its affiliate;

(d) If and for so long as the Port is the Tenant under the Lease, Tenant’s notice to

Landlord specifying the price at which Tenant has determined to sell the Bow Lake

Parcel may also include any terms, conditions and/or procedural requirements that

the Port is required to observe pursuant to its legal or regulatory requirements,

internal policy or applicable conditions of any resolution of the Board of

Commissioners authorizing such sale, and any such terms, conditions or

procedural requirements shall constitute additional conditions of the offer to

Landlord; and

(e) If Landlord elects to purchase the Bow Lake Parcel, then, unless Tenant otherwise

agrees in writing, the Bow Lake Parcel shall be added to the Premises leased by

Landlord to Tenant under this Lease, the annual rent payable under the Lease will

be increased by an amount equal to [__]% of the purchase price paid by Landlord

to Tenant (the “Bow Lake Rent”), and [Section 3(ii)] of this Amendment shall be

of no further force and effect. For the avoidance of doubt, the Bow Lake Rent

508339547.3

Item No:

attac

Meeting Date: February 11, 2025

shall not be subject to increase pursuant to Section 5.5, 5.6 or 5.7 of the Lease. If

Tenant subsequently constructs a New Building on the Bow Lake Parcel, the rent

attributable to such New Building shall be determined in accordance with

Section 5.8 of the Lease, and Tenant’s obligation to pay the Bow Lake Rent shall

cease and be prorated as of the date upon with Tenant’s obligation to pay Base

Rent in respect of the New Building commences.

(ii) Permitted Use. Unless and until the Bow Lake Parcel is included in the Premises as

provided in [Section 3(i)] of this Amendment, (a) no structures on the Premises shall

be permitted to encroach onto the Bow Lake Parcel and no structures on the Bow Lake

Parcel shall be permitted to encroach onto the Premises, (b) no right of way or access

easement is implied nor shall be created or granted over the Premises for the benefit of

the Bow Lake Parcel. Notwithstanding this [Section 3(ii)], so long as the Tenant is the

owner of the Bow Lake Parcel, Tenant may permit ingress and egress over the Premises

to the Bow Lake Parcel to any tenants or other occupants of the Bow Lake Parce, and

to the employees, agent, contractors, licensees, customers and invitees of Tenant or

such tenants or other occupants. Further notwithstanding this [Section 3(ii)], Landlord

shall not unreasonably withhold its consent to, and shall reasonably cooperate with

Tenant, at Tenant’s expense, in connection with, any request by Tenant to make minor

adjustments to the legal lots comprising the Property and the Bow Lake Parcel to

facilitate Tenant’s development of either. Such cooperation may include the approval

and execution of a boundary line adjustment or similar instrument. For purposes of

the foregoing, an adjustment will be considered “minor” if it involves a change in the

square footage of the Bow Lake Parcel of no more than five percent (5%).

(iii) Rent. The following amendments to Article 5 of the Lease shall apply to any Tenant

Occupied Space (defined below):

(a) The definition of “NOI” in Section 5.1of the Lease is amended and restated in its

entirety as follows:

“‘NOI’ means (a) Gross Revenue plus Proforma Revenue (if any),

less (b) Operating Expenses.”

(b) The following defined terms are added to Section 5.1 of the Lease:

“‘Fair Market Rent’ means, for the period in question (i.e. the

preceding five (5) years in the case of Section 5.7.1(b), the preceding

fifteen (15) years in the case of Section 6.4, or the date of Stabilization in

the case of Section 5.8), the rate per rentable square foot (as of the date of

determination) that a willing, non-equity tenant would have paid or would

pay, as applicable, in an arms-length transaction for a long-term lease of

office space in the Building and in comparable office buildings (if there

are no comparable commercial buildings due to the nature of the Tenant’s

use of the Building, the parties agree to assume the use of the Tenant

Occupied Space is for office use) within the City of SeaTac, Tukwila,

Burien and Des Moines (“Relevant Market Area”), on a true “triple net”

basis where tenant is responsible for its share of all Operating Expenses.

Such Fair Market Rent shall be determined without including any amount

attributable to the amortization of free rent, tenant improvements or other

incentives, but shall include annual market rate increases. In addition, Fair

508339547.3

Item No:

attac

Meeting Date: February 11, 2025

Market Rent shall include a market rate for the percentage of parking

allocated to the Tenant Occupied Space based on the Building’s standard

parking ratio per square foot at the rates charged to the existing Subtenants

or at the rates charged at commercial properties in the Relevant Market

Area.

“‘Proforma Revenue’ means, at any time of determination, the

aggregate Fair Market Rent attributable to the rentable square footage of

the Tenant-Occupied Space plus any Operating Expenses attributable to

such space.”

“‘Tenant-Occupied Space’ means space occupied by the Tenant

or an Affiliate, agent or contractor of Tenant free of charge or at below fair

market rates (excluding an office of 5,000 square feet or less for the

building manager or third party property management company in charge

of managing the building). In addition, any vacant leasable space in the

Building that is not subject to an executed sublease agreement within six

(6) months of becoming vacant and is not being actively marketed for

sublease by Tenant shall be included in Tenant-Occupied Space. Leasable

space shall be deemed to be actively marketed if either (a) a listing agent

(who may be, or may be affiliated with, Tenant’s property manager) has

been retained by Tenant to market the space for lease, or (b) such space is

listed for lease on costar.com or a substantially similar reputable national

or regional service for advertising available office or retail space, as

applicable. Tenant shall, on or prior to [______] and [______] of each

calendar year, deliver to Landlord a report indicating all unleased space in

the Building, how long such space has been unleased, and whether or not

such space is being actively marketed for sublease.”

“5.7.2 Market Re-Set Documentation. Ninety (90) days prior

to the Re-Set Date, Tenant shall deliver to Landlord the financial and

operations statements and reports and all other evidence of Gross Revenue

and Operating Expenses reasonably requested by Landlord for the

purposes of verifying such amounts for the prior five (5) years. In

addition, to the extent that there exists (or existed at any time during the

prior five (5) years) any Tenant-Occupied Space, Tenant shall deliver to

Landlord Tenant’s proposed Fair Market Rent for such Tenant-Occupied

Space for purposes of calculating the Proforma Revenue applicable

thereto. Such Fair Market Rent, on a rentable square foot basis, shall be

multiplied by the average amount of actual Tenant-Occupied Space over

the prior five (5) years in determining average Proforma Rent over the

same period. If Landlord agrees with Tenant’s calculation of Gross Income

or Operating Expenses and Tenant’s proposed Fair Market Rent, or if

Landlord fails to notify Tenant of any dispute or disagreement with respect

to any of the foregoing within fifteen (15) days following Tenant’s

delivery thereof, them the Annual Base Rent shall be calculated based on

such figures in accordance with Section 5.7.1. If Landlord disputes the

calculation of Gross Revenue or Operating Expenses, the parties agree to

submit the dispute to arbitration pursuant to Section 25 below. If Landlord

508339547.3

Item No:

attac

Meeting Date: February 11, 2025

disagrees with Tenant’s proposed Fair Market Rent, then the Fair Market

Rent shall be determined pursuant to Section 5.7.3 below. For the

avoidance of doubt, the Fair Market Rent so determined shall be the Fair

Market Rent used for the entirety of the time period being analyzed for

purposes of Section 5.7.2, 5.8 or 6.4 as applicable

(d) The following new Section 5.7.3 is added to the Lease:

“5.7.3 Determination of Fair Market Rent. If Landlord

disagrees with Tenant’s proposed Fair Market Rent for purposes of

Section 5.7.2, 5.8 or 6.4, then Landlord shall notify Tenant of Landlord’s

proposed Fair Market Rent within thirty (30) days following receipt of

Tenant’s proposal, and Landlord and Tenant shall then work in good faith

to reach an agreement on the Fair Market Rent. If Landlord and Tenant

are unable to agree on the Fair Market Rent within thirty (30) days after

Tenant’s receipt of Landlord’s proposal, then either Landlord or Tenant,

by written notice (an “Appraisal Notice”) to the other party, may have the

Fair Market Rent determined by baseball arbitration in accordance with

the following procedures. Within ten (10) days following delivery of the

Appraisal Notice, each party shall identify a real estate broker with at least

ten (10) years of experience leasing office and other commercial space in

buildings comparable to the Building in the Relevant Market Area or if

there are no comparable commercial buildings due to the nature of the

Tenant’s use of the Building(s), the parties agree to assume the use of the

Building(s) is for general business office use. The two appointed brokers

shall, within ten (10) days after the appointment of the latter, appoint a

third broker who shall be qualified under the same criteria set forth above

and who shall not have represented either Landlord or Tenant in any

capacity within the five (5) years prior to such appointment. The three

brokers shall meet within thirty (30) days of the appointment of the third

broker, and the third broker shall determine whether the Landlord’s or

Tenant’s proposed Fair Market Rent more accurately reflects the actual

Fair Market Rent. The decision of the third broker shall be binding upon

Landlord and Tenant. Each party shall bear the cost of its own appointed

broker and the cost of the third broker shall be shared equally by the

parties.”

(e) The following new Section 5.8.1(d) is added to the Lease:

“(d) New Buildings Including Tenant-Occupied Space. If a

New Building includes any Tenant-Occupied Space, then: (i) the entirety

of Tenant-Occupied Space shall be deemed to be ‘subject to fully executed

Subleases under which the tenants are paying full base rent’ as of the date

of issuance of a certificate of occupancy permitting legal occupancy of

substantially all of the New Building for the conduct of business therein

in the ordinary course, which shall be deemed the date the New Building

has achieved Stabilization; and (ii) the Effective Rent allocable to such

Tenant-Occupied Space shall be the Fair Market Rent therefore, which

shall be determined in accordance with Section 5.7.3 (and Tenant shall

notify Landlord of Tenant’s proposed Fair Market Rent approximately

508339547.3

Item No:

attac

Meeting Date: February 11, 2025

ninety (90) days prior to the anticipated Stabilization of the New

Building).”

(iv) Capital Expenditures. The following is added to the end of Section 6.4(a) of the Lease:

“If, as of any CapEx Re-Set Date, there existed any Tenant-Occupied Space during the

preceding 15-year period used to calculate NOI for purposes of the CapEx Required

Investment, then the Fair Market Rent for such Tenant-Occupied Space shall be

determined in accordance with Section 5.7.3, and Tenant shall notify Landlord of

Tenant’s proposed Fair Market Rent ninety (90) days prior to the CapEx Re-Set Date;

provided, however, to the extent that the Fair Market Rent for all or any portion of such

Tenant-Occupied Space was previously determined for all or any portion of such time

for purposes of Section 5.7.1 or 5.8, then the Fair Market Rent as previously

determined for such space and period shall apply thereto.”

(v) Subletting. The following is added to the end of Section 17.5 of the Lease: “For the

avoidance of doubt, nothing in this Section or elsewhere in this Lease shall limit the

right of Tenant to occupy all or any portion of the Premises for its own purposes, or to

permit occupancy of all or any portion of the Premises on a periodic basis by its agents

and contractors, which occupancy need not be subject to a sublease or to the payment

of rent other than Proforma Rent.”

(vi) Inspection by Landlord. The following is added to the end of Section 18 of the Lease:

“Notwithstanding the foregoing, Landlord’s access and inspection rights contained

herein are subject to any State or Federal laws and regulations applicable to private

parties accessing space occupied by law enforcement or governmental agencies or

departments that involve sensitive information or national security concerns.”

4. Port Specific Amendments. Upon Closing of the Transaction, and for so long as the Port

remains the Tenant under the Lease, the following Amendments shall apply:

(i) For the avoidance of doubt, the definitions of “Gross Revenue” and “Operating

Expenses” in Section 5.1 of the Lease shall each include Washington State Leasehold

Excise Tax (“LET”), such that Gross Revenue includes all LET actually paid by

Subtenants to Tenant, and Operating Expenses includes all LET actually remitted by

Tenant to the State of Washington.

(ii) Rights of First Refusal. Section 23.1 of the Lease is amended and restated in its

entirety as follows:

“23.1 Tenant’s Right. If at any time during the Term, Landlord

determines to sell or receives a bona fide offer from a third party which is not affiliated

with Landlord, directly or indirectly, whether by birth, marriage, or other form of

family succession, to purchase the Landlord’s interest in the Premises, Landlord agrees

to notify the Tenant of the terms on which Landlord would be willing to sell Landlord’s

interest in the Premises (“Notice of Sale”). If Tenant, within fifteen (15) days after

receipt of a Notice of Sale, indicates in writing Tenant’s preliminary interest in

purchasing Landlord’s interest in the Premises on the terms stated in the Notice of Sale

(“Notice of Interest”), Landlord shall refrain from selling Landlord’s interest in the

Premises to any third party for a period not to exceed forty-five (45) days from the date

of Tenant’s Notice of Interest (“Approval Period”) to permit Tenant’s elected

Commissioners (the “Commission”) to consider and approve the acquisition of

508339547.3

Item No:

attac

Meeting Date: February 11, 2025

Landlord’s interest in the Premises. If the Commission approves the acquisition of

Landlord’s interest in the Premises on the terms set forth in the Notice of Sale, then,

within ten (10) days following such approval, Tenant shall deposit into an escrow

account a refundable deposit of five percent (5%) of the total purchase price as set forth

in the Notice of Sale to Tenant, and Landlord shall sell and convey Landlord’s interest

in the Premises to Tenant on the terms as stated in the Notice of Sale and closing shall

occur within ninety (90) days following the Commission’s approval. If Tenant does

not deliver a Notice of Interest within such 15-day period, or if the Commission

thereafter does not approve the acquisition within the Approval Period , Landlord

thereafter shall have the right to sell and convey Landlord’s interest in the Premises to

a third party on the same terms stated in the Notice of Sale; provided that the final sale

price is at least 95% of the price offered to Tenant in the Notice of Sale including any

other credits, concessions, or consideration. If, however, the Landlord is ready and

willing to accept an offer that is less than 95% of the purchase price offered to the

Tenant in the Notice of Sale, Tenant shall have five (5) business days after receipt of

the material terms of the reduced offer that the Landlord is willing to accept (“Updated

Notice of Sale”) to issue a Notice of Interest based on the Update Notice of Sale. If

Tenant issues the Notice of Interest pursuant to the preceding sentence, the parties shall

follow the same processes set forth herein as if the Tenant had accepted the terms of

the original Notice of Sale. Landlord shall have no obligation to respond to any

counter-offers by Tenant. Notwithstanding the foregoing, the terms of the sale between

Landlord and Tenant shall include an all cash purchase price and allocation of closing

costs as follows: Landlord shall pay real estate excise tax, the cost of a standard

coverage policy of title insurance and one-half of the escrow fee, Tenant shall pay the

other half of the escrow fee and all title insurance premiums allocable to extended

coverage or endorsements requested by Tenant, the purchase agreement between the

parties may provide that the sale is completely without warranty, including with respect

to title, and that Tenant shall rely exclusively on its own investigation of all matters

with respect to the Premises in making its decision to purchase. If Landlord does not

sell and convey Landlord’s interest in the Premises, within eighteen (18) months after

the earlier of either (i) Tenant’s notice to Landlord of Tenant’s decision not to exercise

its right to purchase, or (ii) Tenant’s failure to deliver the initial indication of interest,

the Commission’s failure to approve the Transaction or Tenant’s failure to deliver the

required deposit, as applicable, within the period of time set forth above, then any

further transaction shall be deemed a new determination of Landlord to sell and convey

Landlord’s interest in the Premises and the provisions of this Section shall be

applicable once again. If Tenant purchases Landlord’s interest in the Premises, then

this Lease shall terminate on the date which title vests in Tenant. The above provision

shall only apply for so long as the Port is the Tenant under the Lease. If the Port assigns

its interest in the Lease, the terms of the original Section 23.1 of the Lease shall be

reinstated and replace the provision set forth in this Amendment in full except that 5

and 6

sentences shall remain in full force and effect.”

(iii) General Civil Rights Provisions. This Section 10 shall apply to the Lease so long as

the Port remains the Tenant under the Lease.

“In all of its activities within the scope of its airport program, Landlord agrees to

comply with pertinent statutes, Executive Orders, and such rules as identified in Title VI List

of Pertinent Nondiscrimination Acts and Authorities to ensure that no person shall, on the

ground of race, color, national origin (including limited English proficiency), creed, sex

508339547.3

Item No:

attac

Meeting Date: February 11, 2025

(including sexual orientation and gender identity), ag, or disability be excluded from

participating in any activity conducted with or benefitting from Federal assistance.

This provision is in addition to that required by Title VI of the Civil Rights Act of

1964.

If Landlord transfers it obligation to another, the transferee is obligated in the same

manner as Landlord.

The above provision obligates Landlord for the period during which the Premises are

owned, used or possessed by Landlord and the airport remains obligated to the Federal Aviation

Administration.”

In the event of a transfer by the Port of the Lease to any party, the amendments set forth in this

Section 4 shall be null and void from and after the date of the transfer and the original provisions of the

Lease referenced in this Section 4 shall be reinstated and given full force and effect without the

modifications set forth in this Amendment.

5. Miscellaneous. Except as modified by this Amendment, all terms and conditions of the

Lease shall remain in full force and effect. In the event of any conflict between the terms of this Amendment

and the Lease, the terms of this Amendment shall control. This Amendment may be executed in any number

of counterparts and by facsimile or PDF, each of which shall be deemed to be an original and all of which

shall constitute one and the same agreement.

[signatures on next page]

508339547.3

STOC - Amendment to Ground Lease

Item No:

attac

Meeting Date: February 11, 2025

IN WITNESS WHEREOF, the parties have set their hands to this Amendment effective as of the

Effective Date.

LESSOR:

BOYSEN & BOYSEN L.L.C., a

Washington limited liability company

By:

Name:

Title:

TENANT:

STOC OWNER, LLC, a Delaware limited

liability company

By:

Name:

Title:

[add acknowledgements]

508339547.3

Exhibit A - 1

Item No:

attac

Meeting Date: February 11, 2025