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LEASE TERMINATION AGREEMENT

THIS LEASE TERMINATION AGREEMENT (“Termination Agreement”) is

made this ____ day of ________ 20__, by and between the PORT OF SEATTLE, a

Washington municipal corporation (“the Port”) and PACCAR Inc., a Delaware

Corporation (“Tenant”).

WHEREAS the Port and Tenant are parties to that certain Aircraft Hangar Site

Lease Agreement, dated September 22, 2000, as amended (Lease No. AIR002128) (the

“Lease Agreement”) pursuant to which the Port provides land at Seattle-Tacoma

International Airport (the “Airport”) for the development and operation of hangar space;

and

WHEREAS, the Lease Agreement is set to expire by its terms on May 31, 2031

(the “Expiration Date”); and

WHEREAS, Tenant has secured an opportunity to lease space at King County

International Airport (Boeing Field) for its hangar operations and has requested the Port

to grant an early termination of the Lease Agreement; and

WHEREAS, the Port has reviewed Tenant’s request and is willing to allow

termination of the Lease Agreement prior to the Expiration Date, subject to and in

accordance with the terms and conditions of this Termination Agreement;

NOW, THEREFORE, the parties agree as follows:

1. Effectiveness. The Port and Tenant hereby acknowledge that

notwithstanding the full execution and delivery of this Termination Agreement, early

termination of the Lease Agreement as described herein is expressly conditioned upon

satisfaction by Tenant of all obligations set forth herein, including, without limitation, the

conditions related to the Tenant Work (as defined below) in accordance with Section 3

below, including the Port’s approval of the Work Plan (as defined below) and acceptance

of Final Completion (as defined below). If Tenant fails to pay and perform all obligations

set forth herein, including those under the Lease Agreement as referenced herein, and

unless and until the conditions described in Section 3.c. are satisfied, early termination of

the Lease Agreement shall be deemed null and void, and Tenant’s obligations and the

Port’s remedies under the Lease Agreement shall continue in full force and effect as if

this Termination Agreement had not been executed.

2. Early Lease Termination. Subject to all of the terms and conditions

hereof, the parties agree that the Lease Agreement shall terminate effective as of the date

set forth in the written notice from the Port to Tenant, as described in Section 3.c.ii below,

confirming the Port’s acceptance of Final Completion of the Tenant Work, with such date

to be the last day of the calendar month in which the Port provides such notice

confirming Final Completion (“Termination Date”). Notwithstanding the early

Item No. 8d. attach 1

Meeting Date: February 24, 2026

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termination of the Lease Agreement and the release of liability provided for herein,

Tenant shall remain liable, with respect to the period of its tenancy prior to the

Termination Date, for the full payment and performance of all of its obligations under the

Lease Agreement and the Port shall have all the rights and remedies with respect to such

obligations as set forth in the Lease Agreement.

3. Required Tenant Work.

a. In addition to the other requirements set forth in this Termination

Agreement, early termination of the Lease Agreement as described herein shall be

conditioned upon Tenant’s completion, at its sole cost and expense, of the work items

generally described below (the “Tenant Work”), as in accordance with the provisions of

this Section 3:

Tenant Work

PFAS Removal

Tenant shall remove from the Premises and

improvements the Per- and polyfluoroalkyl substances

(PFAS)-containing fire suppression system as listed

below:

 All waste material handling and disposal shall be

conducted in accordance with applicable

Washington State Dangerous Waste Regulations

(Chapter 173-303 WAC).

 Note, Aqueous Film Forming Foam (AFFF)

concentrate is likely/expected to be classified as

a WA State Dangerous Waste due to PFAS as a

Halogenated Organic Compound (HOC) that

triggers State-only Persistent Waste regulations.

 All waste materials (liquid and solid) must be

contained and disposed of off-site, discharge to

the Port’s Industrial Wastewater System is not

allowed

 Tenant shall decommission and remove any

piping/equipment that has been in contact with

AFFF. Piping that has not been in contact with

AFFF may be repurposed for a water-based

system with Port concurrence.

Water Based Fire

Suppression System

Installation

Tenant shall replace/repurpose the PFAS system in the

hangar with a water-based sprinkler suppression system

in accordance with the 2022 Edition of NFPA 13. The

intent is for the hangar area to be used by or for

motorized equipment with a use-appropriate water-

based fire suppression system, but not aircraft storage.

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For system design purposes, the hazards shall be

considered similar in nature to a repair garage.

Underground Fueling

System Removal

Tenant shall remove the entire aircraft fueling system as

described in WAC 173-360A-0810 (permanent closure

via removal), including, but not limited to:

 Removal of underground storage tank

 Removal of underground piping and associated

components in connection with the fueling

system

 Removal and remediation of any contaminated

soil

 Restoration of site to condition prior to removal

b. General Requirements for Tenant Work. The Tenant Work shall be

designed, performed and completed in accordance with the approved Work Plan, this

Termination Agreement and its exhibits, in compliance with all applicable federal, state

and local laws, ordinances, codes and regulations (“Legal Requirements”) and in

compliance with (as may be applicable), the Sea-Tac Schedule of Rules and Regulations,

the Regulations for Airport Construction, the Tenant Design and Construction Process

Manual (also known as the “Tenant Roadmap”), the CAD Standards Manual, the Port’s

mechanical, electrical, water and waste, and industrial waste and storm drainage

standards and any other, similar document establishing requirements and/or standards for

design and construction at the Airport (“Port Standards”).

c. Conditions Precedent to Termination. Early termination of the Lease

Agreement as described herein is expressly conditioned on, and subject to satisfaction of,

the following conditions precedent:

i. Work Plan. Following execution of this Termination Agreement, Tenant

shall complete and provide to the Port a set of drawings and specifications

developed by the Tenant and its contractors detailing the Tenant Work to

be conducted in conformity with the scope identified in Section 3.a above

and all requirements of this Termination Agreement (collectively, the

“Work Plan”). The Work Plan must be approved by the Port prior to

Tenant’s commencement of the Tenant Work and Port reserves the right to

propose reasonable modifications or additions to the Work Plan consistent

with the description of the Tenant Work described above. Upon the Port’s

written approval of the finalized Work Plan, (a) the approved Work Plan

(drawings and specifications) will be attached to this Agreement and

deemed incorporated by reference herein and (b) Tenant shall promptly

commence performance of the Tenant Work in accordance with the

approved Work Plan and the terms and conditions of this Termination

Agreement. The Port’s approval of the Work Plan shall not be deemed to be

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a statement of compliance with all Legal Requirements and Tenant shall

remain fully responsible for ensuring that the Work Plan and completed

Tenant Work complies with all Legal Requirements.

ii. Performance and Completion. Upon completion of the Tenant Work as

detailed in the Work Plan, reaching substantial completion and with all

punch list items closed out, Tenant will provide the Port with written

notice certifying that all Tenant Work has been completed in accordance

with the Work Plan and the terms and conditions of this Termination

Agreement (“Final Completion”), together with a reproducible final copy

of the plans as-built for the Tenant Work along with electronic files in a

format compatible with the Port’s CAD Standards Manual, to enable the

Port to update its existing files to reflect the as-constructed changes made

by Tenant. Within ten (10) days of receiving Tenant’s written notice, the

Port will inspect the Tenant Work, and if determining that the Tenant Work

has reached Final Completion, in the Port’s commercially reasonable

discretion, the Port will issue written notice of its concurrence of Final

Completion, and confirmation of the Termination Date of the Lease

Agreement.

d. Contractor Insurance. Prior to commencement of any of Tenant Work in the

Premises, Tenant shall cause all persons and entities engaged by Tenant to perform the

Tenant Work, including general contractors and all subcontractors (“Tenant's Contractors”),

as a condition precedent to commencement of any of Tenant Work, to provide proof of

general liability insurance and auto mobile liability insurance substantially comparable to

those insurances, including minimum limits, required of Tenant under the Lease Agreement.

i. The Tenant’s Contractors’ general liability insurance shall be primary and

non-contributory with respect to any insurance the Port carries and apply

separately to each insured. The Port shall be named as an additional

insured for all work arising out of the Tenant Work, including “on-going”

and “completed operations” using ISO Endorsement Form CG 20 26 11 85

or an equivalent endorsement approved by the Port. Completed operations

coverage shall continue for three (3) years beyond project completion and

include the Port as an additional insured. The additional insured coverage

shall remain as primary insurance with respect to any other insurance or

self-insurance the Port may carry. Evidence of coverage shall be provided

by means of a Certificate of Insurance and additional insured endorsement

during this timeframe.

ii. The Tenant’s Contractors’ automobile liability insurance shall insure

Tenant's Contractors against any and all claims for bodily injury, including

death, and damage to or destruction of property of any kind, arising from

their operations under their respective contracts. All such insurance shall

name the Port as additional insured.

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4. Consideration. For and in consideration of the early termination of the

Lease Agreement, Tenant’s performance of the Tenant Work, and the other mutual

covenants and promises herein, no termination fee will be paid by either party for

termination of the Lease Agreement prior to the Expiration Date. Tenant shall remain

fully responsible for and shall pay the Port all amounts accruing under and due to the Port

under the Lease Agreement, including, without limitation, all Base Rent, up to and

through the Termination Date.

5. Surrender of Premises. Tenant hereby agrees to vacate the Premises and

surrender and deliver exclusive possession of the Premises to the Port on or before the

Termination Date in accordance with all terms and conditions of the Lease Agreement.

On or before the Termination Date, in addition to performance of the Tenant Work,

Tenant shall, at Tenant’s sole cost and expense, remove or cause to be removed from the

Premises any and all furniture, equipment and trade fixtures and repair all damage

resulting from such removal all in full accordance with the terms of the Lease Agreement

upon the expiration or earlier termination of the Lease Agreement, including, without

limitation, removal of any Hazardous Substances placed on or in the Premises by Tenant

or as a result of Tenant’s use and occupancy thereof, and deliver the Premises to the Port

in as good condition as they were prior to Tenant’s possession, normal wear and tear

excepted. If Tenant fails to complete such removal and/or repair any damage caused by

such removal within thirty (30) days of the Termination Date, the Port may (but shall not

be obligated to) do so and may charge the reasonable costs thereof to Tenant. Subject to

performance of the Tenant Work and termination of the Lease Agreement, and for clarity,

upon termination of the Lease Agreement the Port will retain the hangar building and

other improvements on the Premises, in accordance with the Lease Agreement.

Notwithstanding any vacation or surrender of the Premises prior to the Termination Date,

Tenant shall remain fully liable for all Base Rent and other charges under the Lease

Agreement up to and through the Termination Date.

6. Representations and Warranties of Tenant. Tenant represents and warrants

to the Port that as of the date hereof and as of the Termination Date (a) Tenant has not

heretofore assigned or sublet all or any portion of its interest in the Lease Agreement or

the Premises; (b) no other person, firm or entity has any right, title or interest in the Lease

Agreement; (c) Tenant has the full right, legal power and actual authority to enter into

this Termination Agreement and to terminate the Lease Agreement without the further

consent of any person, firm or entity; and (d) Tenant has the full right, legal power and

actual authority to bind Tenant to the terms and conditions hereof. Tenant further

represents and warrants to the Port that as of the date hereof there are no, and as of the

Termination Date there shall not be any, mechanic’s liens or other liens encumbering all

or any portion of the Premises, by virtue of any act or omission on the part of Tenant, its

contractors, agents, or employees. Notwithstanding the termination of the Lease

Agreement and the release of liability provided for herein, the representations and

warranties set forth in this Section 6 shall survive the Termination Date for a period of

twelve (12) months and Tenant shall be liable to the Port for any inaccuracy or any

breach thereof.

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7. Representations and Warranties of Landlord. Landlord represents and

warrants to the Port that as of the date hereof and as of the Termination Date: (a)

Landlord has not heretofore assigned or sublet all or any portion of its interest in the

Lease Agreement or the Premises; (b) Landlord has the full right, legal power and actual

authority to enter into this Termination Agreement and to terminate the Lease Agreement

without the further consent of any person, firm or entity; and (c) Landlord has the full

right, legal power and actual authority to bind Tenant to the terms and conditions hereof.

Notwithstanding the termination of the Lease Agreement and the release of liability

provided for herein, the representations and warranties set forth in this Section 7 shall

survive the Termination Date for a period of twelve (12) months and Landlord shall be

liable for any inaccuracy or any breach thereof.

8. Mutual Release. Effective as of the Termination Date, in consideration of

the promises set forth herein, the Port and Tenant, for themselves and their heirs,

representatives, executors, administrators, successors and assigns, hereby mutually

release, acquit and forever discharge each other and their respective officers, directors,

subsidiaries, affiliates, agents, employees, representatives, attorneys, insurers, either past

or present, and all persons acting under them by and through, or in concert with any of

them, from any and all actions, causes of action, obligations, costs, expenses, damages,

losses, claims, liabilities, suits, debts and demands, of whatever character, in law or in

equity, whether presently known or unknown, relating to the Lease Agreement, and

neither party shall have any further obligations under the Lease Agreement; provided,

however, this release shall not extend to any obligation by Tenant to: (i) indemnify the

Port against third-party liability under Section 17(a) of the Lease Agreement occurring or

accruing (or alleged to have occurred or accrued) during the Term of the Lease

Agreement and prior to the Termination Date, (ii) indemnify the Port against liability for

violation of the environmental standards as set forth in Section 35(g) of the Lease

Agreement occurring or accruing (or alleged to have occurred or accrued) during the

Term of the Lease Agreement and prior to the Termination Date (or occurring or accruing

after the Termination Date if arising out of events occurring during the Term of the Lease

Agreement and prior to the Termination Date), (iii) pay Base Rent or any other sums due

the Port under the Lease Agreement, which amounts accrue between the date of this

Termination Agreement and the Termination Date, (iv) to comply with any other term or

to pay and perform any obligation under the Lease Agreement between the date of this

Termination Agreement and the Termination Date, or (v) to comply with any other term

or to pay and perform any obligation under this Termination Agreement; and provided

however, that this mutual release shall not extend to any obligation by Landlord to: (i)

comply with any term or to pay or perform any obligation of Landlord under the Lease

Agreement between the date of this Termination Agreement and the Terminations Date;

or (ii) to comply with any term or to pay and perform any obligation under this

Termination Agreement.

9. Security Deposit. Tenant and the Port acknowledge that the Port holds

Security in the form of a standby letter of credit provided by Tenant. In accordance with

the Lease Agreement and the terms of this Termination Agreement, the Port will return

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the Security to Tenant upon Tenant’s full and timely pay and performance of all

obligations under the Lease Agreement and this Termination Agreement.

10. Agreements with the United States. This Termination Agreement is

subject and subordinate to the terms, reservations, restrictions and conditions of any

existing or future agreements between the Port and the United States (including, without

limitation, grant assurances), the execution and/or imposition of which has been or may

be required as a condition precedent to the transfer of federal rights or property to the Port

for Airport purposes and the expenditure of federal funds for the extension, expansion or

development of the Airport or airport system.

11. Governing Law. This Termination Agreement shall be construed and

enforced in accordance with the laws of the State of Washington without regard to choice

of law principles. In the event that any term, covenant, condition or other provision of

this Termination Agreement is held to be invalid, void or unenforceable, the remainder of

the terms, covenants, conditions or provisions of this Termination Agreement shall

remain in full force and effect.

12. Defined Terms; Fair Construction. Capitalized terms not defined herein

shall have the meaning ascribed to them in the Lease Agreement. The parties

acknowledge and agree that the language of this Termination Agreement shall be

construed as a whole according to its fair meaning and not strictly for or against any of

the parties. The captions and paragraph numbers appearing in this Termination

Agreement are inserted only as a matter of convenience and in no way define, limit,

construe or describe the scope or intent of such paragraphs nor in any way affect this

Termination Agreement.

13. Attorneys’ Fees. In the event any party requires the services of an attorney

in connection with enforcing the terms of this Termination Agreement or in the event that

suit is brought for the breach of any representation, warranty, covenant or condition of

this Termination Agreement, the prevailing party shall be entitled to a reasonable sum for

attorneys’ fees, consultants’ or experts’ fees, witness fees and other costs, both at trial and

on appeal.

14. Successors and Assigns. This Termination Agreement and each of its

covenants and conditions shall be binding upon, and shall inure to the benefit of, the

parties hereto and the respective successors and assigns.

15. Commission Approval. The submission of this Termination Agreement to

Tenant does not constitute an offer to Tenant to allow early termination of the Lease

Agreement or otherwise. This Termination Agreement shall have no force and effect

until (i) it is duly approved by the Commission, subject to any conditions of such

approval; and (ii) it is executed by both Tenant and the Port.

16. Counterparts. This Termination Agreement may be executed in one or

more counterparts, each of which shall be deemed an original, and all of which shall

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constitute but one and the same instrument. Furthermore, this Termination Agreement

may be executed by original signature and/or by original signature scanned and delivered

electronically (e.g., via facsimile or electronic mail), and any counterpart so executed and

delivered shall be deemed to have been duly and validly executed and delivered for all

purposes.

17. Entire Agreement; Modification. This Termination Agreement sets forth

all covenants, promises, agreements, conditions or understandings between the parties

hereto and concerning the subject matter hereof. There are no covenants, promises,

agreements, conditions or understandings, either oral or written, between the parties other

than as are set forth herein. No subsequent alteration, amendment, change or addition to

this Termination Agreement shall be binding unless reduced to writing and signed by all

parties hereto.

DATED as of the date first set forth above.

PORT OF SEATTLE Tenant: Paccar, Inc.

By: By:

Its: Its: