ITEM NO:            6c Attach 1
DATE OF MEETING: August 4, 2015

THIRD AMENDMENT TO CRANE AGREEMENT
BETWEEN
PORT OF SEATTLE AND SSA TERMINALS, LLC. AND SSA CONTAINERS, INC.
TERMINAL 18

This Third Amendment to Crane Agreement ("Amendment") is dated January 12  2015.
,
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 dened 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 entered into a Second Amendment dated September 28, 2011  to
further amend certain sections of the Crane Agreement to describe additional agreement
modications relating to crane minimum hours and Lessee's purchase of factory-new Cranes at
the Site.

E.      The parties hereto now  wish to  further amend  certain  sections of the Crane
Agreement to document the sale of certain Port-owned Cranes to Lessee and to eliminate all
minimums associated with certain Port-owned Cranes;

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

1.       Capitalized terms used but not otherwise dened in this Amendment are dened in the
Crane Agreement and Appendix A to the Terminal 18 Lease.

2.       The parties acknowledge that the Lessee installed factory-new container cranes at the Site
designated as the "201 1 Phase 1 Cranes" and "2011 Phase 2 Cranes." The thirteen (13) Cranes
currently on the Site are Port-owned Cranes 51,52, 53, 70, 71, and 72 and Lessee-owned Cranes
8, 9, 10, ll, 12, 13, and 14.

3.       Section 2 (as previously amended by the Second Amendment) of the Crane Agreement is
deleted in its entirety and replaced by the following:

-1-

"2.  The Port will sell to Lessee the three (3) MHI cranes 70, 71,
and 72 ("MHI Cranes") currently operating at Terminal 18 for
ONE DOLLAR AND NO/100 DOLLARS ($1.00). The sale of the
cranes will include all related spare parts in the Port's possession,
including, but not limited to, replacement gearboxes.

The Port and Lessee will each be responsible for paying 50% of
the sales tax associated with the sale ofthe cranes.  The parties will
execute an agreement to sell the MHI Cranes to Lessee after the
Port has completed its statutory requirements to sell the cranes.
The parties agree that effective January 1, 2014 there will be no
minimum annual rent guarantee rental charge for the MHI Cranes
and Lessee will not pay crane rental fees (except for any payment
of any applicable state sales/use tax associated with the use of the
MHI Cranes) as set forth in the Port's terminals tariff for use of the
MHI Cranes being sold to Lessee.  The Port's terminals tariff crane
rent is not applicable to any cranes transferred from the Port to
Lessee or cranes owned by Lessee on the Premises during the
Terminal 18 Lease term.

Lessee agrees that once the three (3) MHI Cranes are transferred
from the Port to Lessee, each of these cranes will be deemed a
"Crane" under the terms of this Crane Agreement for a total of ten
(10) Lessee-owned Cranes at the Site.

4.       Section 6 (as previously amended by the SeCOnd Amendment) of the Crane Agreement is
deleted in its entirety, and replaced by the following:

"6.  As of January  1, 2014, the Lessee shall have the free use of
and shall not be responsible for payment of that portion of the
Port's terminals tariff for container cranes attributable to crane rent
for Cranes 51, 52, and 53 ("1H1 Cranes").  However, Lessee shall
be responsible for payment of any applicable state sales/use tax
associated with the use of the 1H1 Cranes.

Lessee shall continue to be responsible for all maintenance and
repair of the PortOWned Cranes on the Site in accordance with the
Assignment and Assumption of Crane Maintenance Responsibility
agreement.

Upon Lessee's prior written request, the Port will remove the 1H1
Cranes in a reasonable time, not to exceed twelve (12) months
from the date of Lessee's request to complete the removal, unless
Lessee requests and agrees to an extension of time."

5.       This Crane Agreement will automatically be terminated at the time that the MHI Cranes
the Site.
are transferred to Lessee and the IHI Cranes are removed from

-2-

IN WITNESS WHEREOF, the parties hereto have signed this Amendment as of the day
and year rst above written.

PORT OF SEAI ILE                       SSA TERMINALS, LLC

By                                      By "AMEN
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ItSChieI Executi
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Ofcei                     Its President
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SSA'
CONTAINERS, INC.
By\/\HIW'Q.,
Igts                  K
CEO

Notary to Third Amendment to SSAT/SSA Crane
Agreement at Terminal 18.

(ACKNOWLEDGMENT FOR THE PORT OF SEATTLE)

STATE OF WASHINGTON )
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COUNTY OF KING )

On this   1 A    day of   S gm.               ,20 (I  before me, the undersigned notary
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public in and for the State of Washington, du   commissioned and sworn, personally appeared
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W,tome known to be the Chief xecutive Ofce of the PORT OF SEATTLE, a
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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.
WITNES'gm hand and ofcial seal hereto the day and year in this Certicate rst above
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On this      77'             day of "j-hIgar                 before me, personally
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appeared           Z         2, u- and         m/               to me known to be the
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Presiden and the            "K!         Secretary, respectively of the
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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 afxed is the corporate seal of said corporation.

IN WITNESS WHEREOF I have hereunto set my hand and afxed my ofcial seal the
day and year rst above written.
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(ACKNOWLEDGMENT FOR SSAW, INC.)

STATE OF WASHINGTON )
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On this    77'"<             day of
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corporation that XCUQ1 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 afxed is the corporate seal of said corporation.

IN WITNESS WHEREOF I have hereunto set my hand and afxed my official seal the
day and year rst above written.

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