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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)
Name
Address

Tenant Notice Address. The "Tenant Notice Address" in Section 1 of the Lease is
deleted and replaced with the following:
Seattle-Tacoma International Airport
17801 Pacific Highway South
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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
Address

(ii)

3.

Seattle-Tacoma International Airport
P.O. Box 68727
Seattle, Washington 98168
Attention: Aviation Properties
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.

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;

(c)

Such right of first refusal shall not apply to any sale of the Bow Lake Parcel as an
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
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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
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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."
(c)

Section 5.7.2 of the Lease is amended and restated in its entirety as follows:
"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
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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

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Meeting Date: February 11, 2025
ninety (90) days prior to the anticipated Stabilization of the New
Building)."

4.

(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."

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
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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 5th
and 6th 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

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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]

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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]

STOC - Amendment to Ground Lease
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Meeting Date: February 11, 2025

Exhibit A - 1
508339547.3