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SECOND AMENDMENT TO CRANE AGREEMENT

BETWEEN

PORT OF SEATTLE AND SSA TERMINALS, LLC. AND SSA CONTAINERS, INC.

TERMINAL 18

This Second Amendment to Crane Agreement (“Amendment”) is dated

______________. The parties to this Amendment are the Port of Seattle, a Washington

municipal corporation (“Port”); 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 the “Lessee”).

RECITALS

A. The Port and Lessee entered into a Crane Agreement dated October 28,

1999 (“Crane Agreement”). This Crane Agreement described the arrangements

between the parties regarding the Cranes (as defined in the Crane Agreement).

B. The parties entered into an Assignment and Assumption of Crane

Maintenance Responsibility under the Terminal 18 Crane Agreement, dated October 11,

2001, where the Port assigned, and Lessee assumed, all responsibility for maintenance

of the Cranes together with all appurtenances, including the Cranes power delivery

system and all lifting beams.

C. The parties entered into a First Amendment dated October 23, 2007,

amending certain portions of the Crane Agreement to describe the parties’ rights with

respect to existing and new Cranes at the Site.

D. The parties wish to further amend certain portions of the Crane

Agreement to describe additional agreement modifications relating to crane minimum

hours and the purchase of factory new Cranes at the Site.

In consideration of their mutual covenants, the Port and Lessee therefore agree

as follows:

1. Capitalized terms used but not otherwise defined in this Amendment are

defined in the Crane Agreement and Appendix A to the Terminal 18 Lease.

2. The parties acknowledge that the Port has removed Crane 36 and that

Lessee has removed cranes 5, 6 and 7 from the Site and are no longer considered

Cranes. The seven (7) Cranes currently on the Site are Port-owned Cranes 51, 52, 53,

70, 71, 72 and Lessee-owned Crane 8.

3. Section 2.5 and Section 4 of the Crane Agreement are deleted in their

entirety.

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4. Section 5 of Crane Agreement is deleted in its entirety and replaced with

the following:

“5. Lessee will install, at its sole cost, factory new container cranes at

the Site which will replace Cranes 51, 52 and 53. The first three factory new

container cranes Lessee installs and makes operational at the Site will be

designated as the “2011 Phase 1 Cranes.” Lessee may also install, at its sole

cost, three additional factory new container cranes (“2011 Phase 2 Cranes”) at

the Site that will replace Cranes 70, 71 and 72. The Port hereby approves the

addition of the 2011 Phase 1 Cranes and the 2011 Phase 2 Cranes to the Site in

accordance with the terms of this Crane Agreement.

Lessee will install at its sole cost and expense all necessary non-structural

modifications to the southern 2000 lineal feet of container apron dock to allow for

cable reel cranes to use that area. Neither the Port nor Lessee shall be

responsible for making structural improvements to accommodate cable reel

cranes in the southern 2000 lineal feet container apron area. Any modifications

to accommodate the Lessee-installed cranes, or other changes to the facility,

must be reviewed and approved by the Port in accordance with Section 6.1 of the

Terminal 18 Lease to ensure compatibility with the existing structure and that

they will comply with the terms of the Terminal 18 Lease.

When each of the 2011 Phase 1 Cranes and 2011 Phase 2 Cranes are installed

and operational as confirmed by proper permit and certification for operation by

applicable governing agencies, Lessee agrees that each of the factory new

cranes will be deemed a “Crane” under the terms of this Crane Agreement for a

total of seven (7) Lessee owned cranes at the Site. Lessee agrees to comply

with all the provisions of the Crane Agreement for the removal or substitution of a

Crane.

Any container cranes owned by the Lessee shall not be subject to this

Agreement except as set forth in Sections 2,3,7,9 (See Assignment and

Assumption of Crane Maintenance Responsibility Agreement) and 14 and this

Section 5.”

5. Section 6 of the Crane Agreement is deleted in its entirety and replaced

by the following:

“6. The Port will charge fees for the Port-owned Cranes’ use based

on Port tariff. Lessee’s fees will be reduced based on certain break points

described below. Effective January 1, 2011, Lessee will pay a minimum annual

guaranteed rental charge in an amount based upon a cumulative average of

1,250 hours per Port-owned Crane. Effective January 1, 2011 the crane

minimum annual guaranteed rental charge shall be 3 cranes at 1,250 hours per

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crane (total of 3,750 hours). This charge will apply to Cranes 70, 71 and 72 as

follows:

The Port will charge the Lessee full Port tariff at all times for Cranes 51, 52, and

53. The Port will not count hours of use of such container cranes by the Lessee

toward the minimum annual guarantee.

The Port will relieve Lessee of the crane minimum annual guarantee rental

charge if the Site’s container volumes fall below 250,000 calendar year lifts. A

“lift” means a container that is lifted by a container crane either on or off a vessel

or barge, whether or not it is empty or loaded. If volumes are over 250,000 lifts,

then the schedule of minimums and breakpoints described above for Cranes 70,

71 and 72 will remain in effect.

There is no minimum annual guaranteed rental charge for Cranes 51, 52 and 53.

Lessee’s use of Cranes 51, 52 and 53 would be at the full Port tariff rate for

crane use.

Once Lessee installs and makes operational all three of the 2011 Phase 2

Cranes as confirmed by proper permit and certification for operation by

applicable governing agencies, Cranes 70, 71 and 72 will no longer be subject to

the crane minimum annual guarantee. However, in no event, other than terminal

volumes below 250,000 annual lifts, will the minimum annual guarantee rental

charge for Cranes 70, 71 and 72 cease prior to January 1, 2016, even if the

parties agree to removal of these cranes prior to this date.

The Port will have no obligation under the Crane Agreement to replace or

upgrade Cranes 51, 52, 53, 70, 71 and 72 or to supply additional cranes to the

Site.

Upon Lessee’s prior written request, the Port will remove Cranes 51, 52, 53, 70,

71 and 72 in a reasonable time (not to exceed 24 months) after the respective

2011 Phase 1 Cranes and 2011 Phase 2 Cranes are operational. However, the

Port shall not be required to remove Cranes 70, 71 and 72 prior to December 31,

2018. Any use of Cranes 70, 71 and 72 following installation of the 2011 Phase

2 Cranes, as described above, and after January 1, 2016, will be at full tariff rate

for Crane use.

In lieu of removal of Cranes 51, 52, 53, 70, 71 and 72, Lessee may request any

or all of these cranes be left on the terminal as full tariff cranes with no minimum

annual guarantee rental charge.

First 2001 hours of usage 100% of Port Tariff

Next 999 hours of usage 50% of Port Tariff

Hours in excess of 3,000 of usage 25% of Port Tariff

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6. No modification or amendment to this Agreement shall be valid or

effective unless evidenced by an agreement in writing signed by the Port, the Lessee,

and the Bond Insurer.

PORT OF SEATTLE

Its Chief Executive Officer

SSA TERMINALS, LLC

Its Senior Vice President

SSA CONTAINERS, INC.

Its President

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Notary to Second Amendment to SSAT/SSA

Crane Agreement at Terminal 18.

(ACKNOWLEDGMENT FOR THE 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 Office 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.)