Office Building Lease Agreement

Exhibit 10.4

LEASE

BETWEEN

MICROSOFT CORPORATION,

AS LANDLORD

AND

GENERAL AMERICA CORPORATION, AS TENANT

LEASE BETWEEN

MICROSOFT CORPORATION,

AS LANDLORD

AND

GENERAL AMERICA CORPORATION, AS TENANT

INDEX

Page SECTION I - LEASE DATA AND EXHIBITS 1 1. Lease Data 1 1.1 Premises 1 1.2 Commencement Date 1 1.3 Term 1 1.4 Minimum Rent 2 1.5 Use 2 1.6 Notice Addresses 2 1.7 Project 3 1.8 Exhibits 3 SECTION II - PREMISES 3 2.1 Premises 3 2.2 Landlord' s Reserved Parking Rights 3 2.3 Reductions in Office Space and Warehouse Space 3 2.4 Consequences of Space Reductions 4 2.5 Agreed Net Rentable Square Footage 4 2.6 Parking 5 2.7 Reserved to Landlord 5 2.8 Changes to Project 5 SECTION III - TERM 5 3.1 Term 5 SECTION IV - RENT 5 4.1 Minimum Rent 5 4.2 Additional Rent 6 4.3 Tenant' s Contributions to Operating Expenses and Real Property Taxes 6 4.4 Interest 11 SECTION V - CONDUCT OF BUSINESS 11 5.1 Use of Premises 11 5.2 Appearance of Premises 11 5.3 Unlawful Use 11 5.4 Liens and Encumbrances 11 5.5 Hazardous Substances 11 5.6 Signs 12 SECTION VI - UTILITIES AND OTHER CHARGES 12 6.1 Utilities 12 6.2 Licenses and Taxes 12 6.3 Electrical and Telecommunications Wires 12 SECTION VII - DEPOSIT 12 7.1 Deposit 12 SECTION VIII - COMPLETION AND ALTERATIONS 12 8.1 Delivery of Premises 12 8.2 Alterations by Tenant 13 SECTION IX - MAINTENANCE OF PREMISES 13 9.1 Maintenance and Repairs by Tenant 13 9.2 Failure to Maintain 13 9.3 Maintenance and Repairs by Landlord 14 9.4 Surrender of Premises 14 SECTION X - TRAFFIC 14 10.1 Trip Cap Agreement 14 10.2 Adjustment of Tenant' s Trip Cap Allocation 15 10.3 Monitoring and Compliance 15 SECTION XI - INSURANCE AND INDEMNITY 15 11.1 Indemnification 15 11.2 Insurance 16 11.3 Landlord' s Insurance 16 11.4 Waiver of Subrogation 16 SECTION XII - ASSIGNMENT AND SUBLETTING 17 12.1 Assignment or Sublease 17 12.2 Assignment by Landlord 17 SECTION XIII - DESTRUCTION OF PREMISES 17 13.1 Partial Destruction 17 13.2 Total Destruction 17 13.3 Limitation 17 SECTION XIV - EMINENT DOMAIN 18 14.1 Total Taking 18 14.2 Partial Taking 18 14.3 Damages 18 SECTION XV - DEFAULT OF TENANT 18 15.1 Defaults 18 15.2 Legal Expenses 20 15.3 Remedies Cumulative; Waiver 20 SECTION XVI - ACCESS BY LANDLORD; DEFAULT OF LANDLORD 20 16.1 Right of Entry 20 16.2 Default of Landlord 20 SECTION XVII - SURRENDER OF PREMISES 20 17.1 Surrender of Possession 20 17.2 Holding Over 20 SECTION XVIII - QUIET ENJOYMENT 21 18.1 Landlord' s Covenant 21 SECTION XIX - MISCELLANEOUS 21 19.1 Notices 21 19.2 Successors or Assigns 21 19.3 Brokerage Commissions 21 19.4 Partial Invalidity 21 19.5 Recording 21 19.6 Subordination; Notice to Lender; Estoppel 21 19.7 Liability of Landlord 22 19.8 Force Majeure 22 19.9 Authority 22 19.10 Headings 22 19.11 Gender 22 19.12 Counterparts 22 SECTION XX - EXECUTION OF LEASE 22 20.1 Intentionally Omitted 22 SECTION XXI - ENTIRE AGREEMENT - APPLICABLE LAW 22 21.1 Entire Agreement - Applicable Law 22

EXHIBITS

A Legal Description of Premises B Site Plan C Legal Description of Project D-1 Boundary of Rainier CMR (first floor) D-2 Boundary of Rainier CMR (second floor)

LEASE

THIS LEASE is made as of the 31st day of May, 2006, by and between MICROSOFT CORPORATION , a Washington corporation (" Landlord" ), and GENERAL AMERICA CORPORATION , a Washington corporation (" Tenant" ).

For and in consideration of the mutual promises, covenants and conditions set forth in this Lease, Landlord and Tenant agree as follows:

SECTION I - LEASE DATA AND EXHIBITS

1. Lease Data . The following definitions shall apply for purposes of this Lease, except as otherwise specifically modified herein:

1.1 Premises . The real property that is legally described on Exhibit A attached hereto (the " Real Property" ), as depicted on the site plan attached hereto as Exhibit B , inclusive of all buildings and other improvements depicted thereon (the " Premises" ).

The Premises includes three (3) office buildings (the " Office Buildings" ), one (1) warehouse building (the " Warehouse Building" ), and one (1) parking structure, except that with respect to the Rainier Building, the office portions of the Rainier Building consisting of 152,935 net rentable square feet are not included in the Premises, and only the cafeteria, meeting rooms, mail room, training rooms, gift shop, copy center, salon, and " magic wardrobe" portions of the Rainier Building, consisting of 34,624 net rentable square feet (the " Rainier CMR" ), are included in the Premises. The boundary between the office portions of the Rainier Building and the Rainier CMR is shown on the partial floor plans of the Rainier Building attached hereto as Exhibits D-1 (first floor) and D-2 (second floor). Occupants of the office portions of the Rainier Building and occupants of the Rainier CMR will not have access across that boundary, subject to fire code and other legal requirements. However, Tenant agrees to cooperate with Landlord to permit deliveries to the office portions of the Rainier Building from the loading docks on the first level through the Rainier CMR, subject to Tenant' s security requirements. The Office Buildings and Warehouse Building are referred to collectively as the Premises Office and Warehouse Buildings. The Office Buildings consist of 360,920 net rentable square feet of office space and the Warehouse Building includes 35,325 square feet of office space (for a total of 396,245 net rentable square feet of office space) (the " Office Space" ) and the warehouse building includes 70,649 net rentable square feet of warehouse space (the " Warehouse Space" ). 1.2 Commencement Date . The term of this Lease shall commence upon the date Landlord acquires title to the Real Property from Tenant.

1.3 Term . With respect to the Pacific Building the Term shall terminate on December 31, 2006. With respect to the Shasta Building and the Adams Building and the Rainier CMR, (i) if Tenant has elected option 5C (i) under the Third Amendment of Purchase and Sale Agreement dated May 23, 2006 between Landlord and Tenant (the " Third Amendment" ) the Term shall terminate on December 31, 2006, provided that if Tenant reimburses the Purchase Price


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Increment (as defined in the Third Amendment) in accordance with the Third Amendment Tenant may continue to occupy the Shasta and Adams Buildings until May 31, 2007; and the term of the GAC Lease with respect to the Shasta and Adams Buildings shall terminate on May 31, 2007 or (ii) if Tenant has elected option 5C (ii) under the Third Amendment, the Term shall terminate on May 31, 2007.


1.4 Minimum Rent . Tenant shall pay Minimum Rent in the following monthly amounts:

(a) With respect to all Office Space in the Premises, except for Office Space in the Shasta and Adams Buildings and the Rainier CMR:

$1.50 per rentable square foot per month; and

(b) With respect to all Warehouse Space in the Premises: $1.00 per rentable square foot per month.

No Minimum Rent shall be payable with respect to Office Space in the Shasta and Adams Buildings, or with respect to the Rainier CMR.

1.5 Use . Tenant shall use the Office Space only for general business office purposes and other purposes permitted by applicable law, shall use the Warehouse Space only for warehouse purposes and other purposes permitted by applicable law, and shall use the balance of the Premises only for parking and other purposes incidental to its use of the Office Space and the Warehouse Space. 1.6 Notice Addresses

Landlord:

Microsoft Corporation

One Microsoft Way Redmond, WA 98052

Attention: Chris Owen, General Manager,
Real Estate & Facilities

Fax No. (425) 936-7329 With copy to:

Tim Osborn

Senior Attorney Microsoft Corporation

One Microsoft Way, Building 8 Redmond, WA 98052-6399

Fax No. (425) 936-7329 Tenant:

General America Corporation

4300 Brooklyn Avenue NE

Seattle, WA 98185

Attn: Corporate Real Estate Fax No. (206) 545-5477


2 With copy to:

Alston, Courtnage & Bassetti LLP

Attn: Michael S. Courtnage

1000 Second Avenue

Suite 3900 Seattle, Washington 98104-1045

Fax No. (206) 623-1752

1.7 Project . The Project consists of the real property described in Exhibit C hereto. The balance of the Project located outside of the Premises includes one office building (the " Olympic Building" ) and one parking structure (the " West Parking Garage" ). 1.8 Exhibits . The following exhibits are made a part of this Lease: Exhibit A - Legal Description of Real Property Exhibit B - Site Plan Exhibit C - Legal Description of Project Exhibit D-1 - Boundary of Rainier CMR (first floor) Exhibit D-2 - Boundary of Rainier CMR (second floor)

SECTION II - PREMISES 2.1 Premises . Landlord hereby leases to Tenant, and Tenant hereby leases from Landlord, the Premises. 2.2 Landlord' s Reserved Parking Rights . Landlord (as owner of Lot 1, and not as landlord under this Lease) initially reserves the right to use up to 648 parking stalls in the West Parking Garage on Lot 1 (which is located on the Project outside the Premises but is identified on the Site Plan), and shall issue 648 parking passes to its employees and others for that purpose.

2.3 Reductions in Office Space and Warehouse Space . Tenant may cause portions of the Office Space and/or the Warehouse Space to be removed from the Premises (a " Space Reduction" ) on the following terms and conditions:

(a) Tenant shall give Landlord not less than thirty (30) days written notice of the effective date of any Space Reduction affecting the Pacific Building;

(b) Space Reductions with respect to the Rainier CMR and the Pacific Building (as so identified on the Site Plan) shall consist of the entire Rainier CMR or the entire Pacific Building, as the case may be; no Space Reductions shall be permitted as to portions of either the Rainier CMR or the Pacific Building;

(c) Space reductions in the Adams Building (as so identified on the Site Plan) or the Shasta Building (as so identified on the Site Plan) shall consist of either the entire Adams Building or Shasta Building, or one or more entire floors in the Adams Building or the Shasta Building. (d) The effective date of any such Space Reduction (a " Space Reduction Effective Date" ) shall be the date Tenant vacates the portion of the Premises involved in the Space


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Reduction, including removal of all of Tenant' s trade fixtures, personal property, and equipment, and returns the portion of the Premises so vacated to Landlord in the condition required by section 9.4.

2.4 Consequences of Space Reductions . On the Space Reduction Effective Date, with respect to any Space Reduction:

(a) the Office Space or Warehouse Space affected by the Space Reduction shall no longer be considered part of the Premises, including, without limitation, for purposes of calculating Minimum Rent and Tenant' s Share (as defined in Section 4.3(b)(iii) below) of Project Operating Costs and Building Operating Costs (as defined and allocated in Section 4.3(b)(i) below and Real Property Taxes (as defined in Section 4.3(b)(ii) below);

(b) Tenant' s right to use parking spaces on the Premises shall be reduced at the rate of 2.36 stalls for each 1,000 net rentable square feet of Office Space affected by any Space Reduction (other than a Space Reduction affecting the Pacific Building). A Space Reduction removing the Pacific Building from the Premises shall reduce Tenant' s parking allocation by 154 stalls.

(c) Tenant' s Trip Cap Allocation shall be reduced as provided in Section 10.2.

(d) At such time, if any, as all of the Office Space and all of the Warehouse Space has been removed from the Premises, this Lease shall terminate as to the entire Premises.

2.5 Agreed Net Rentable Square Footage . For purposes of this section II, the parties agree that the following are the net rentable square footages of the buildings and floors identified below: Rainier Building: 187,559 net rentable square feet of Office Space, of which 34,624 net rentable square feet consists of the Rainier CMR. Pacific Building: 70,649 net rentable square feet of Warehouse Space and 35,325 net rentable square feet of Office Space

Adams Building

Floor P1: 29,422 net rentable square feet of Office Space Floor P2: 4,115 net rentable square feet of Office Space Floor 1: 51,856 net rentable square feet of Office Space Floor 2: 48,152 net rentable square feet of Office Space Floor 3: 44,903 net rentable square feet of Office Space

Shasta Building


4 Floor P1: 14,118 net rentable square feet of Office Space Floor P2: 816 net rentable square feet of Office Space Floor 1: 46,476 net rentable square feet of Office Space Floor 2: 44,640 net rentable square feet of Office Space Floor 3: 41,798 net rentable square feet of Office Space

2.6 Parking . On the Commencement Date, Tenant shall have the right to use, and shall be issued parking passes for, all parking stalls on the Premises and all those parking stalls located in the West Parking Garage other than (i) those in the West Parking Garage reserved by Landlord pursuant to Section 2.2, and (ii) 361 stalls located in the North Parking Garage, which shall be reserved by Landlord. The number of parking stalls Tenant is entitled to use, and the number of parking passes allocated to Tenant, shall be reduced on each Space Reduction Effective Date as provided in Section 2.4 (b).

2.7 Reserved to Landlord . Landlord reserves all air rights over the Premises (except as otherwise expressly agreed in writing) and the right to install, maintain, use, repair and replace pipes, ducts, conduits and wires leading through the Premises outside that portion of the Premises Office and Warehouse Buildings then constituting the Premises to serve other parts of the Project in locations which will not materially interfere with Tenant' s use thereof or access thereto or its parking rights under this Lease. Landlord shall provide Tenant reasonable prior notice of any such work.

2.8 Changes to Project . Landlord reserves the right at any time to make alterations or additions to the Project located outside that portion of the Premises Office and Warehouse Buildings then constituting the Premises, to expand the Project to include additional phases from time to time; to construct other buildings or improvements in the Project located outside the Premises or located on Lot 5 of the Real Property; and to relocate the various parking and other common areas located outside the Premises; and to grant easements with respect thereto, all to the extent that such will not materially interfere with Tenant' s use of or access to the Premises or the buildings and other improvements located thereon or its parking rights under this Lease.

SECTION III - TERM

3.1 Term . Subject to the provisions of Section 2.4 (c), this Lease shall be for the term specified in Section 1.3 (the " Term" ), commencing on the Commencement Date.

SECTION IV - RENT 4.1 Minimum Rent . Tenant shall pay to Landlord at the address specified in Section 1.6, or at such other entity or address as may be specified by Landlord from time to time, without setoff or deduction whatsoever, except as permitted hereunder, as fixed monthly minimum rent during the Term, the amounts set forth in Section 1.4 (" Minimum Rent" ). Minimum Rent and other sums due


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from Tenant under this Lease shall be paid to Landlord by electronic transfer into a financial institutional account designated by Landlord from time to time. Monthly installments of Minimum Rent are due in advance on or before the first day of each month of the Term. Minimum Rent for partial months shall be prorated. The Minimum Rent does not include the Additional Rent payable by Tenant pursuant to this Lease.

4.2 Additional Rent . In addition to Minimum Rent, all other sums to be paid or reimbursed by Tenant to Landlord, whether or not so designated, are " Additional Rent" for the purposes of this Lease. Unless otherwise specifically provided in this Lease, Tenant shall pay Landlord all Additional Rent within ten (10) days after demand. As used herein the term " Rent" refers to both Minimum and Additional Rent.

4.3 Tenant' s Contributions to Operating Expenses and Real Property Taxes . In addition to Minimum Rent Tenant shall pay to Landlord as Additional Rent Tenant' s Share of all " Project Operating Costs" , " Building Operating Costs" and " Real Property Taxes" incurred in connection with the operation of the Project as follows:

(a) Before Lease commencement and each calendar year commencing thereafter, Landlord will notify Tenant in writing of Landlord' s estimate of Tenant' s Share (as defined in Section 4.3(b)(iii) below) of the Project Operating Costs, Building Operating Costs, and Real Property Taxes for the current year. Tenant shall pay such estimated amount in advance, in equal monthly installments, without deduction or offset, on or before the first (1 st ) day of each calendar month, with the payment of Minimum Rent required pursuant to Section 4.1 above. Following the end of each calendar year, Landlord will compute Project Operating Costs, Building Operating Costs, and Real Property Taxes for such year based on actual costs and, if Tenant' s Share of the amounts due for such year is greater than the amounts already paid by Tenant pursuant to this Section 4.3, Tenant shall pay Landlord the deficiency within thirty (30) days after receiving written notice of such amount from Landlord. If the total amount paid for such year exceeds Tenant' s Share, then if Tenant has cured any Tenant defaults then existing under this Lease, Landlord shall credit such excess to the payment of Additional Rent which may thereafter become due under this Lease; however, upon the expiration or sooner termination of the Term, if Tenant has otherwise complied with all other terms and conditions of this Lease, Landlord shall refund such excess to Tenant. If at any time during a calendar year Landlord obtains additional information regarding costs or expenses of the Real Property, Landlord may at its election adjust the amount of the monthly installments due under this section for the balance of the year to reflect such additional information, by giving Tenant written notice thereof, which notice also shall state the amount of the deficiency, if any, in the prior monthly payments for the calendar year. Tenant shall pay any such deficiency within thirty (30) days of its receipt of the notice and shall make the adjusted monthly payments for the remainder of the calendar year.

(b) For purposes of this Lease:

(i) " Operating Costs" means all expenses actually paid or incurred by Landlord for maintaining, managing, operating, cleaning, repairing, replacing and administering the Project (but not the Premises Office and Warehouse Buildings or the Olympic Building located thereon) or dealing with safety and security related thereto, and the personal property used in conjunction therewith, including without limitation, the costs of common refuse collection, water,


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sewer, electricity, gas, heat, air conditioning, fuel, light, fire protection, and other utilities; services; supplies; window washing; snow, garbage, trash and debris removal; traffic control costs, fire protection, life safety and security services and systems; gardening and landscape maintenance; parking and drive area resurfacing and restriping; services of independent contractors; compensation (including employment taxes and fringe benefits) of all persons who perform duties directly in connection with the operation, management, maintenance, repair, replacement and administration of the Project; costs incurred in connection with compliance with legal requirements; signage costs, other than for signs belonging to individual tenants; insurance premiums and charges for all insurance carried with respect to the Project and all deductibles with respect thereto; bond premiums and charges; association fees and dues; the Project' s share of expenses under easement, cross-easement or like agreements benefiting the Project; license and permit costs and governmental fees and charges, including inspection fees; subsidies, mitigation and other payments required by public and quasi-governmental bodies, including those for traffic management requirements; professional management fees (not to exceed one and one-half percent (1 1 / 2 %)) of gross Premises income easement and license fees; reserves for roof repairs; legal and accounting expenses directly attributable to the Project and other expenses or charges whether or not hereinabove described which, in accordance with generally accepted accounting and management practices, would be considered an expense of maintaining, managing, operating, cleaning, repairing, replacing and administering the Project.

" Building Operating Costs" shall mean the utility costs attributable to the Premises Office and Warehouse Buildings, to the extent not paid directly by Tenant under the terms of Section 6.1; maintenance and repair costs related solely to the Premises Office and Warehouse Buildings; supplies related solely to the Premises Office and Warehouse Buildings; refuse removal services attributable solely to the Premises Office and Warehouse Buildings (if separately billed); and life safety systems costs related solely to the Premises Office and Warehouse Buildings. All other costs falling within the definition of Operating Costs that are not part of Building Operating Costs are Project Operating Costs:

Notwithstanding the foregoing, the following items shall be excluded or deducted, as the case may be, from the calculation of Tenant' s share of Operating Costs: (1) Leasing commissions, fees and costs, advertising and promotional expenses and other costs incurred in procuring tenants for or in selling any Building in the Project or the Project;

(2) Legal fees except those incurred directly in connection with Landlord' s operation and maintenance of the Project (other than the maintenance of the Building thereon);

(3) Costs of renovating or otherwise improving or decorating space for any tenant or other occupant of the Project, including Tenant, or relocating any tenant;

(4) Financing costs including interest and principal amortization of debts and the costs of providing the same;


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(5) Depreciation other than amortization of the cost of any alterations, additions, changes, repairs, replacements or other items which, under generally accepted accounting principles, are properly classified as capital items, except that such costs as capitalized shall be amortized on a straight-line basis over the useful life of the item in question with the annual amortization to be included as part of Operating Costs.

(6) Rental on ground leases or other underlying leases and the costs of providing the same;

(7) Wages, bonuses and other compensation of employees above the grade of Building manager, and fringe benefits other than insurance plans and tax-qualified benefit plans;

(8) Any liabilities, costs or expenses associated with or incurred in connection with the removal, enclosure, encapsulation or other handling of asbestos or other hazardous or toxic materials or substances and the cost of defending against claims in regard to the existence or release of Hazardous Substances or materials at the Project (except with respect to those costs for which Tenant is otherwise responsible pursuant to the express terms of this Lease);

(9) Costs of any items for which Landlord is or is entitled to be paid or reimbursed by insurance;

(10) Increases in insurance or Real Property Taxes specifically identifiable as due to any tenant of the Olympic Building or other tenant of the Project;

(11) Charges for electricity, water, or other utilities, services or goods and applicable taxes for which Tenant or any other tenant, occupant, person or other party is obligated to pay directly to the utility or to reimburse Landlord and which are not payable as part of the general reimbursement of Operating Costs;

(12) Cost of any HVAC, janitorial or other services provided to other tenants after regular business hours;

(13) Cost of installing, operating and maintaining any specialty service, such as an observatory, broadcasting facilities, child or daycare, luncheon club or athletic or recreation club;

(14) Cost of any work or service performed on an extra cost basis for any tenant in the ...