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FIFTH AMENDMENT TO LEASE

BETWEEN

PORT OF SEATTLE AND

SSA TERMINALS, LLC, AND SSA CONTAINERS, INC.

TERMINAL 18

THIS FIFTH AMENDMENT TO LEASE made as of __________________, 20____, by

and between the PORT OF SEATTLE, a Washington municipal corporation, hereinafter called

"the Port," and SSA TERMINALS, LLC., a Delaware limited liability company ("SSAT"), and SSA

CONTAINERS, INC. (formerly named Stevedoring Services of America, Inc.) (“SSA”), a

Washington corporation ("SSA" and together with “SSAT,” hereinafter called "Lessee").

WITNESSETH:

WHEREAS, the parties entered into a sub-sublease agreement dated October 28, 1999,

hereinafter called "Terminal 18 Lease," covering the Site and activities by Lessee at Terminal 18,

Port of Seattle, Washington; and

WHEREAS, the parties entered into a First Amendment to the Terminal 18 Lease on

August 21, 2001 to reduce the Site area, with a corresponding reduction in Rent; and

WHEREAS, the parties entered into a Second Amendment to the Terminal 18 Lease on

August 30, 2007, so that the initial term of the Terminal 18 Lease will be co-terminus with the

term of the lease agreement, dated July 8, 2005, between the Port and SSA Terminals (Seattle),

LLC, as amended by the Restated First Amendment to Lease (the “Terminal 25/30 Lease”); and

WHEREAS, the parties entered into a Third Amendment to the Terminal 18 Lease on

March 31, 2010, to revise the legal description of the Site area; to memorialize the GATX pipeline

relocation; to address the applicability of the Drop Dead Date; to document the Port’s

commitment to undertake certain improvements at the Site; to clarify Lessee’s maintenance

obligations; and to update the Special Improvements rent schedule based on final accounting for

certain Special Improvements; and

WHEREAS, the parties entered into a Fourth Amendment to the Terminal 18 Lease on

November 11, 2009 to implement certain elements of a Customer Support Package for Container

Terminal tenants for a twelve (12) month period. For Terminal 18, these elements included a

crane rental rate reduction per Port Tariff No. 5; waiver of the Intermodal Yard lift fee related to

on-dock rail operations at Terminal 18; and adding certain environmental conditions to the

Terminal 18 Lease; and

WHEREAS, the Port has agreed to amend the Terminal 18 Lease in exchange for release

from certain obligations set forth in the Terminal 18 Crane agreement; and

WHEREAS, the parties hereto now wish to further amend the Terminal 18 Lease, as

previously amended, to document that the Port has agreed to forgo its portion of the Intermodal

Yard Facility Charges for a period of five (5) years effective January 1, 2011, and by amending

Section 4.7 (Security for Rent Payments).

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NOW THEREFORE, in consideration of their mutual promises, the parties hereby agree

as follows:

1. The Port will forego its portion of the lntermodal Yard (“IY”) Facility Charge

assessed on each Intermodal Lift referenced in the Terminal 18 Lease Section 4.2 (Basic Land

Improvements Rent; IY Facilities Rent and IY Facility Charges) subsection (g), for a period of

five (5) years effective January 1, 2011, after the Lessee meets any annual minimum guarantee

volume required for the calendar year. Following December 31, 2015, the Lessee will be subject

to the applicable IY Facility Charge as described in Section 4.2 (g) of the Terminal 18 Lease.

2. Section 4.7 (Security for Rent Payments) of the lease is deleted in its entirety and

replaced with the following:

Section 4.7

. Security for Rent Payments. (a) The Lessee’s payment obligations

under this Terminal 18 Lease shall be secured at all times by, and the Lessee

agrees to arrange for the delivery of, cash and/or one or more letters of credit

and/or surety bonds, in form and substance acceptable to the Port and the Bond

Insurer and in a face amount equal to (i) ninety-eight percent (98%) of the sum of

the maximum amount of Rent (other than Special Improvements Rent) and all other

payments scheduled to be paid in the immediately succeeding six (6) month period

under this Terminal 18 Lease, plus (ii) an amount equal to the first six months of

Special Improvements Rent (collectively, the “Security Requirement”). Security in

the amount of two percent (2%) of the sum of the maximum amount of Rent plus the

first six months of Special Improvements Rent shall be given by the Lessee under

the Crane Agreement. Any letter of credit or surety bond hereunder shall be an

irrevocable, multiple draw, letter of credit or surety bond, subject only to the

condition that a proper draw certificate or claim be presented and to no other

condition, and shall be issued by a bank or insurance company whose unsecured,

long-term senior debt (in the case of a bank) or whose claims-paying ability (in the

case of an insurance company) is rated at least “A2” by Moody’s and at least “A” by

S&P. Any letter of credit or surety bond hereunder shall either (i) have an initial

term of not less than two years, shall have an evergreen renewal provision (with not

less than 180 days notice of nonrenewal); or (ii) a term that ends not earlier than

September 6, 2029 (subject to early termination with not less than 180 days’ prior

written notice to the Port and the Trustee), shall provide for automatic increases in

face amount as the amount of the Security Requirement increases and shall be

payable solely to the Trustee for deposit to the Debt Service Reserve Account (or, if

Bonds are no longer outstanding under the Resolution and if no amounts are then

owed to the Bond Insurer, shall be payable solely to the Port) and shall permit all of

the draws and at all of the times required in the paragraphs below. The Port shall

notify the Lessee at least forty-five (45) days prior to an increase in the Security

Requirement and shall provide its customary worksheet documenting the

calculations.

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(b) Any reimbursement or indemnity agreement entered into by the Lessee in

connection with such letter of credit or surety bond shall provide that the Lessee

and certain of its affiliates shall be the only parties obligated to reimburse the bank

or insurance company for draws under the letter of credit or surety bond and that

the bank or insurance company shall have no interest in this Terminal 18 Lease or

in any Rent payable hereunder, in the Site or in any Improvements thereon.

Affiliates of the Lessee shall not be liable under this Terminal 18 Lease solely due to

their execution of the reimbursement or indemnity agreement described in this

paragraph.

require the Trustee to draw under the letter of credit or surety bond the full amount

available to be drawn thereunder (i) upon the occurrence of any Default (except as

provided in Section 4.7(d) below) under this Terminal 18 Lease, including any event

of default (after expiration of any applicable cure period) under the reimbursement

or indemnity agreement with the issuer of such letter of credit or surety bond,

(ii) fifteen (15) business days prior to the date of expiration or cancellation of the

letter of credit or surety bond if a substitute letter of credit or surety bond that meets

the requirements described in Section 4.7(a) above is not provided prior to such

expiration or cancellation date, (iii) in the event the amount available to be drawn

under the letter of credit or surety bond is not increased as the Security

Requirement increases, following such 45-day notice described in Section 4.7(a)

above, and (iv) in the event a new letter of credit or surety bond meeting the

requirements described in Section 4.7(a) above is not delivered to the Trustee

within ninety (90) days after receipt by the Trustee of written notice that the current

rating on the long-term, unsecured senior debt (in the case of a bank) or on the

claims-paying ability (in the case of an insurance company) of the issuer of the letter

of credit or surety bond is reduced below “A” by S&P or below “A2” by Moody’s or is

withdrawn by either Moody’s or S&P.

(d) Following occurrence of any Default under Sections 6.1(a)(i) or 6.3 hereof

(each a “Curable Default”), the Trustee shall, prior to drawing upon the letter(s) of

credit or other surety bond(s), allow a grace period of 180 days to allow the Lessee

to cure such Default, so long as a Default has not occurred in the payment of

monthly Rent. If a Curable Default has not been cured by the end of such 180-day

cure period, the Trustee, with respect to each such Curable Default, may draw an

amount equal to the greater of (i) twenty percent (20%) of the available amount

under the letter(s) of credit or surety bond(s) or (ii) the actual amount required to

cure the Default. If the Default is not a Curable Default, the Trustee may draw the

entire amount available under the Security Instrument as described in 4.7(c) above.

Moneys drawn and not required to rectify the problem will remain in the Debt

Service Reserve Account created under the Resolution. Such moneys will be

credited against the amount of the Security Requirement required to be provided by

the Lessee. If during any period wherein the Security Requirement is satisfied by a

combination of cash and one or more surety bonds or letters of credit, then the

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bonds and/or letters of credit will be drawn first (i.e. before the cash is used) in the

event conditions for a draw are met.

(e) If prior to the termination or expiration of this Terminal 18 Lease all of the

Bonds and Reimbursement Amounts are paid in full and the Security Requirement

is delivered to the Port by the Trustee, then the Port may agree to permit the

Lessee to substitute letter(s) of credit and/or surety bond(s) for the portion of the

Security Requirement then in cash.

(f) If the Port is required to make any payment to the Trustee pursuant to the last

paragraph of Section 13(j) of the Resolution, then the Lessee shall immediately

upon demand by the Port reimburse the Port as additional Rent for the full amount

of such payment, together with interest thereon at the rate of 18% per annum and

all costs and reasonable attorneys’ fees incurred by the Port in connection with such

payment. Upon any such payment, the Port shall have a prior claim to the amount

of any later payment by the issuer of the surety bond and shall be fully subrogated

to all of the Trustee’s right, title and interest with respect to the surety bond,

including any rights to payment thereunder.

(g) In the event Lessee elects to provide cash to satisfy all or any part of the

Security Requirement (“Cash Security”), the Cash Security shall be in United States

Dollars delivered by Lessee to the Port by wire transfer of immediately available

funds in accordance with such wire transfer instructions as the Port may provide to

Lessee in writing from time to time. The Trustee or, if Bonds are no longer

outstanding under the Resolution and if no amounts are then owed to the Bond

Insurer, the Port will hold the Cash Security (“Security Holder”). Lessee agrees that:

(i) the Security Holder shall have sole control over the Cash Security; (ii) no trust

relationship is intended to be created or shall result from the Security Holder’s

acceptance of the Cash Security; (iii) the Security Holder shall not be required to

maintain the Cash Security separate and apart from the Security Holder’s general or

other funds and may commingle the Cash Security with any of the Security Holder’s

general or other funds (including other funds in which other persons may have legal

or beneficial interests); (iv) the Security Holder shall have sole discretion whether

and how to hold or invest the Cash Security and shall have no obligation to

maximize, or to obtain any minimum amount of, interest and/or income on the Cash

Security; (v) if the Security Holder elects to hold any Cash Security in an interest

bearing account or invests Cash Security, (the Security Holder may account to

Lessee for interest, change in value (mark-to-market) and/or income on Cash

Security in any reasonable manner it elects), and such accounting shall be binding

on Lessee absent manifest mathematical error; and (vi) all interest and income on

the Cash Security shall become a part of the Cash Security and shall be held by the

Security Holder for application to future increases to the Security Requirement.

Annually, on 12/31 of any given year, if a change in value results in the deposit

amount being below Lease required amount, Lessee will make up the difference.

Lessee acknowledges that any investment of Cash Security may involve investment

risk and agrees that the Security Holder shall have no liability for any loss of Cash

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Security resulting from investment losses, or from the insolvency of any institution

holding or investing Cash Security on the Security Holder’s behalf, provided that the

Security Holder has not acted in a grossly negligent or reckless manner in

connection with the holding or investment of the Cash Security. For purposes of the

foregoing sentence, there shall be a rebuttable presumption that the Security Holder

has acted in a reasonable manner if the Security Holder holds and/or invests Cash

Security in the case of the Trustee, in permitted investments and, in the case of the

Port, in the same manner and with the same institution(s) as the Port holds and

invests its own funds from time to time. Lessee shall, upon request by the Security

Holder, execute and deliver to the Port an IRS Form W-9 and such other forms or

certifications regarding tax status or citizenship as are reasonably requested by the

Security Holder.

(h) In the event Lessee chooses to provide full replacement of the Cash Security

in the form of letters of credit or surety bonds as provided for above, the Security

Holder will refund to Lessee the full net sale proceeds of the securities held and/or

cash on deposit with the Security Holder for satisfaction of Cash Security amount of

the Cash Security, including accumulated interest and income, if any. In the event

Lessee becomes the debtor in a case under title 11 of the U.S. Code, section 101,

et seq. (the “Bankruptcy Code”) and the court having jurisdiction over Lessee’s

bankruptcy case (the “Bankruptcy Court”) determines that Lessee’s bankruptcy

estate has a legal or equitable interest in the Cash Security, Lessee agrees that the

Cash Security shall constitute “cash collateral” for purposes of the Bankruptcy Code

and that Lessee may not obtain turn-over of or use, sell or lease the Cash Security

without either (i) the express written consent of the Port or (ii) approval of the

Bankruptcy Court after at least fifteen (15) days’ prior notice to the Port. For

purposes of the foregoing clause (ii), Lessee and the Port agree that the only form

of replacement security for the Cash Security that would provide the Port “adequate

protection” for Lessee’s use of Cash Security would be in the form of letters of credit

or surety bonds satisfying the requirements of this Section 4.7 and in an amount at

least equal to the amount of Cash Security proposed to be used, sold or leased by

Lessee.

(i) The Security Requirement is not an advance rent deposit, an advance

payment of any other kind or a measure of or limitation on the Security Holder’s

damages in any case of Lessee’s default. Any action by the Security Holder with

respect to the Security Requirement shall not constitute an election of remedies or

limit the Security Holder’s other remedies for any failure by the Lessee to perform in

accordance with this Terminal 18 Lease.

(j) Lessee shall not assign, pledge or otherwise transfer any interest in the

Security Requirement other than as part of an assignment of this Terminal 18 Lease

that is approved by the Port pursuant to Section 4.7 hereof, and any attempt to do

so shall be null and void.

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3. This lease is subject to the applicable provisions of the Shipping Act of 1916, the

Shipping Act of 1984, the Ocean Shipping Reform Act of 1998 and their respective

implementing regulations. No future amendment or modifications to this lease shall become

effective until the appropriate procedures, if any, have been completed in accordance with the

procedures of the appropriate federal agency that has jurisdiction.

4. Except as expressly amended herein, all provisions of the Terminal 18 Lease

remain in full force and effect.

5. The Port hereby represents and warrants to Lessee that:

(a) This Fifth Amendment has been duly executed in accordance with the laws of

Washington State and delivered by it and constitutes the legal, valid, enforceable and

binding obligation of the Port.

(b) Except for the Credit Facility Issuer, the execution, delivery and performance

of this Fifth Amendment does not require the consent of any third party.

6. This Amendment is not until effective the Credit Facility Issuer has given its prior

written approval.

IN WITNESS WHEREOF, the parties hereto have executed this Fifth Amendment as of

the day and year first above written.

PORT OF SEATTLE

a municipal corporation

By__________________________________

Chief Executive Officer

LESSOR

SSA TERMINALS, LLC.

By _______________

LESSEE

SSA CONTAINERS, INC.

LESSEE

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Notary to Fifth Amendment to Terminal 18

Lease with SSAT/SSA.

(ACKNOWLEDGMENT FOR PORT OF SEATTLE)

STATE OF WASHINGTON )

) ss.

COUNTY OF KING )

On this

day of , 20 , before me, the undersigned notary

public in and for the State of Washington, duly commissioned and sworn, personally appeared Tay

Yoshitani, to me known to be the Chief Executive Officer

of the PORT OF SEATTLE, a municipal

corporation, the corporation that executed the foregoing instrument, and acknowledged said

instrument to be the free and voluntary act and deed of said corporation, for the uses and purposes

therein mentioned, and on oath stated that he was duly authorized to execute the same.

WITNESS my hand and official seal hereto the day and year in this Certificate first above

written.

__________________________________

Notary Public in and for the State of

Washington, residing at ______________.

My appointment expires ______________.

(ACKNOWLEDGMENT FOR SSA TERMINALS, LLC)

STATE OF WASHINGTON )

) ss.

COUNTY OF ___________ )

On this ____________________ day of ___________________, 20___, before me,

personally appeared ___________________________________________________ and

_____________________________________________, to me known to be the

_________________________ President and the ___________________________ Secretary,

respectively of the corporation that executed the within and foregoing instrument, and acknowledged

said instrument to be the free and voluntary act and deed of said corporation, for the uses and

purposes therein mentioned, and on oath stated that they were authorized to execute said

instrument and that the seal affixed is the corporate seal of said corporation.

IN WITNESS WHEREOF I have hereunto set my hand and affixed my official seal the day

and year first above written.

___________________________________________

Notary Public in and for the State of

_________________, residing at ________________.

My appointment expires _______________________.

(ACKNOWLEDGMENT FOR SSA CONTAINERS, INC.)