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:

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

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.

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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

By
Its Chief Executive Officer

SSA TERMINALS, LLC

By
Its Senior Vice President

SSA CONTAINERS, INC.

By
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.) 
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 ___________________. 




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