Item 6e Lease Amend


THIS TENTH AMENDMENT TO LEASE made as of            , 2 0by ,
and between the PORT OF SEATTLE, a Washington municipal corporation, hereinafter called
"the Port," and TOTAL TERMINALS INTERNATIONAL, LLC, a Delaware corporation, hereinafter
called "Lessee,"

W I T N E S S E T H :
WHEREAS, the parties entered into a lease agreement dated March 26, 1991,
hereinafter called "Basic Lease," covering certain premises and activities by Lessee at Terminal
46, Seattle, Washington, which lease was subsequently amended by First Amendment dated
January 11, 1994, to increase the leased premises by 4 acres for one year; Second Amendment
dated April 11, 1994, to amend the rental; Third Amendment dated May 24, 1994, to adjust the
Premises and amend the rental accordingly; Fourth Amendment dated November 22, 1994, to
amend the preferentially assigned equipment provisions; FifthAmendment dated September 10,
1996, to document the January 1, 1996 rental renegotiation stipulated in the Basic Lease;
countersigned letters dated June 12, 1998 and January 21, 2000, amending the premises and
rental; Sixth Amendment dated March 28, 2001, to extend lease term, add to Premises, adjust
rental and fees, and provide for Premises expansion, renovation, and three new container
cranes; Seventh Amendment dated January 10, 2002, to add lease provisions transferring
maintenance and repair responsibilities for container cranes from Port to Lessee; Eighth
Amendment dated December 30, 2003 to handle minimum container shortfalls; and Ninth
Amendment dated January 20,2005 to extend the lease term; add a lease term option; add an
option to expand the Premises; make capital improvements to the Premises; and adjust the
rental and fees; and

WHEREAS, the parties now wish to further revise the Basic Lease as previously
amended, by reducing the crane hourly rate on Port owned cranes by twenty-five (25) percent for
a period of twelve (12) months and by fifty (50) percent if Lessee has reached the previous 12
month volumes, effective upon execution of ,thisamendment; and

POS 553437
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WHEREAS, the parties wish to defer the 320,000 minimum Twenty-foot equivalent unit
("TEU") obligation for an additional three (3) years; and

WHEREAS, the parties wish to extend the terms of rent payment by thirty (30) days for a
period of twelve (12) months upon execution of this amendment; and

WHEREAS, the Port is willing to contribute $650,000 for Seattle City Light lighting
upgrade program; and

WHEREAS, the parties intend that after the Crane 54 removal, the Box Risk Premium fee
applied to volumes between 180,000-220,000 TEUs remains the same; and

WHEREAS, Lessee is willing to agree to the environmental conditions referenced in the
attached Port Exhibit D; and

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

1.    The Port of Seattle Crane Tariff will include a provision for hourly crane rates
associated with the Port's Customer Support package.

2.    Pursuant to paragraph 3 of the Ninth Amendment to lease and Letter Agreement
dated October 31, 2005, the Port invested $3,000,000 for the purpose of increasing container
volume capacity and the efficiency of the Premises ("Port Investment"). Lessee shall reimburse
the Port for the Port Investment annually on a straight-line basis ($600,000 per year) with no
interest over five years commencing in 2008. Each annual $600,000 payment is due within 30
days after the expiration of each calendar year in which an annual payment is due. No annual
payment will be due to the Port if Lessee meets the minimum TEU per acre volume (described in
paragraph 3 of the Ninth Amendment) ("Volume Requirement") for the annual period in which a
payment is due. The parties acknowledge that Lessee has met the Volume Requirement for
2008. Lessee may defer the annual $600,000 payment for any of the remaining four years
(2009-2012) to subsequent years (up to 2015) if Lessee fails to meet the annual Volume
Requirement in any of the years between 2009-2015. In no event may Lessee defer more than
three (3) payment years.

POS 553437
811 812009

3.    Payment terms referenced in the Basic Lease Paragraph 3 (a), PAYMENTS, is
extended by thirty (30) days from the date due on the invoice for a twelve (12) month period
period effective upon execution on this amendment. The extension will apply to all invoices
received within the twelve (12) month period.

4.    Effective upon execution of this lease amendment, Crane 54 shall no longer be
available for Lessee's use under the Basic Lease. Lessee's Box Risk Premium included in PBR1
shall not double as covered in item 5 of the Ninth Amendment to the Basic Lease.
5.   Consistent with the Customer Support Program, effective upon execution of this
amendment and throughout the term of this Lease, Lessee agrees to the environmental
conditions in attached Exhibit D, which is incorporated as part of this Lease.

6.    The Port shall purchase new yard lighting fixtures in the not to exceed amount of
$680,000 to upgrade the Terminal 46 yard lighting system to improve its energy efficiency per
the Seattle City Light lighting upgrade program. Port purchase costs shall include all costs
related to the lighting purchase including design, inspection, overhead and sales tax. Lessee
shall work with the City of Seattle and be responsible for all costs associated with the installation
of the yard lights. Prior to the installation of the light fixtures, Lessee will provide the Port, for
Port review and approval, an electrical design and electrical load calculation supporting
installation of the new fixtures and City of Seattle electrical permit for the work. The contractor
completing the installation shall be licensed, bonded and insured.
7.  This lease is subject to the applicable provisions of the Shipping Act of 1984, the
Shipping Act of 1916, 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 federa.1agency that has jurisdiction.

8.    Except as expressly amended herein, all provisions of the Basic Lease (as
previously amended) shall remain in full force and effect.

IN WITNESS WHEREOF, the parties hereto have executed this Tenth Amendment as of
the day and year first above written.
ATTEST:                  PORT OF SEATTLE
POS 553437                        - 3 -
811 812009

a municipal corporation

BY                 BY
Secretary                      President
(CORPORATE SEAL)                  LESSOR


POS 553437

Notary to Tenth Amendment to Lease
at Terminal 46.
) ss.
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

) ss.
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

POS 553437

1.        General
A. Lessee and the Port acknowledge the benefits resulting to the environment
and to the parties from environmentally sound practices at the Premises. The
Port has a stated goa,lto be the cleanest, greenest, most energy efficient port
in the country and Lessee has shown commitment to the environment by
reducing emissions from diesel equipment and in other ways. The Port and
Lessee hereby state their mut~~alintent to reasonably continue to cooperate
on key environmental initiatives as described in this Exhibit.
0. The parties agree to meet annually to review and discuss the operations and
other activities at the Premises, the parties' relevant experiences regarding
environmental matters, any changes in applicable laws, any changes in
applicable technologies, and new procedures and technologies available to
reduce environmental impacts from operations at the Premises.
C. All capitalized terms not defined in this Exhibit are from the Lease and apply
to this Exhibit.
II.     Cargo Handling Equipment and Drayage Truck Emission Control Standards
A.   Lessee agrees to implement the following specific standards to reduce
overall diesel emissions from terminal operations:
1.   Lessee will provide information to the Port for and participate in
periodic reviews of the Northwest Ports Clean Air Strategy
("Strategy") and work with the Port to help develop plans to meet
the goals of the Strategy.
2.   The Port agrees to participate in the implementation of the Strategy
by providing assistance with signage, education, information
systems, pursuing grants as they may be available, and other
assistance as mutually agreed upon to help the industry reduce
environmental impacts.
0.  Lessee agrees to implement the following emissions standards for cargo
handling equipment by December 31, 2010: Use ultra-low sulfur diesel
fuel of 15 parts per million of sulfur or lower, or alternate clean fuels such
as biodiesel blend with equivalent sulfur levels, in all container yard
equipment, and promote early implementation of these requirements
between now and December 31, 2010. Exceptions will be allowed if there
is no reasonable supply of these fuels, or if extreme low temperatures
prohibit the use of ,thesefuels. Alterna,tively,Lessee will meet the same
emission goals by upgrading all terminal cargo handling equipment to

meet Tier 2 emission standards as established by U.S. Environmental
Protection Agency, or equivalent.
C.  Lessee agrees to reasonably implement the provisions of Port of Seattle
Terminals Tariff No. 5, Section 9000, as promulgated on September 1,
2009, applicable to terrr~inaloperators.
D.   Any additional costs to implement the truck program, such as RFlD tags,
readers and data management, will be borne or guaranteed by the Port
and not the terminal operators. The Port will defend, indemnify, and hold
Lessee harmless against all claims arising from Lessee's enforcement of
drayage truck access regulations established by the Port in its Port Tariff
or Schedule, including but not limited to any enforcement or civil penalty
action brought by a federal agency with jurisdiction over the Port's truckrelated
regulations. Provided, however, the Port has no obligation to
defend, indemnify, or hold Lessee harmless under this Exhibit to the
extent Lessee's claims arise from Lessee's negligence, recklessness,or
willful misconduct.
F.   Lessee will provide the Port with the following information on its cargo
handling equipment:
1.    A current inventory of all cargo handling equipment in use at the
Premises showing the equipment make and model, and any
emission reduction or energy saving devices installed. Lessee also
agrees to provide an updated inventory to the Port on an annual
basis within sixty (60) days after the end of each calendar year of
the lease term.
2.    Lessee, upon the Port's request, will provide fuel expenditure
receipts for the prior year con,firmingthe purchaseluse of fuels that
meet the standards as set out in this exhibit. Lessee will provide
this information within sixty (60) days of the Port's request.
G.  Lessee agrees to post anti-idling signs and to develop and implement, as
feasible and practicable, an anti-idling policy for all equipment on the
Premises. The Port and Lessee will mutually explore technical anti-idling
solutions and funding
Ill.    Clean Enersy
Lessee agrees to consider use of fuel saving equipment or other energy saving
improvements where practical and feasible. Lessee agrees to cooperate with Port
efforts to conduct energy audits when grants or other funding can be provided. Energy
audits will be subject to advance Lessee approval and be carried out in a manner that
does not disrupt the operation of the terminal. The Port and Lessee agree to work
together to reach mutually acceptable approaches for implementationof energy
conservation improvements such as improvements to container terminal lighting.

IV.   Low Impact Development
Lessees will consider adopting low impact practices including LEED Certification and
sustainable building practices for all Lessee-directed improvements.
V.   Water Quality Protection
A. Lessee acknowledges that the Premises are subject to the requirements of
the City of Seattle ("City")ordinance regarding stormwater drainage, source
control, and other applicable City requirements as well as Washington State
Department of Ecology ("Ecology")stormwater regulations and permits.
B. Lessee and its customers agree to have an effective spill response plan in
accordance with all state and federal regulations. Lessee will include the
Seaport Environmental Incident Notification telephone number into their call
list during any incident or event.
C. In order to avoid exceeding zinc standards, or other metals, in storm water
runoff, Lessee agrees that un-coated galvanized metals will not be used on
new structure surfaces (e.g. roofs) exposed to natural elements. Lessee
agrees that such metals will be factory-coated with baked-on enamel, or
equivalent, protective coating.
VI.   Environmental Stewardship
A. Lessee agrees to consider the use of renewable energy and electric powered
equipment where practical and feasible.
6.Lessee agrees to permit the Port access to the Premises at any time upon
reasonable request, for the purpose of conducting environmental testing,
monitoring, and or assessments at the Port's expense. Such activities shall
be conducted shall be conducted in such a way that they do not interfere with
normal terminal business activities. Testing, monitoring and assessment
results and conclusions sha.11 be shared with the Tenant.
C. If any areas within the Premises are Environmental Protection Agency (EPA)
long-term monitoring sites, the Port agrees to clearly define such areas, and
Lessee agrees to provide access for investigation and monitoring upon proper
notification and request.
D. In accordance with pertinent regulatory requirements, Lessee agrees to
provide recycling facilities and to implement reasonable hazardous material
management practices.

Equipment Rental Conditions and Rates
lrEM 6000

The crane hourly rate reduction applies only to users, renters, or operators who are part of
the Customer Support Package approved by the Port Commission on April 14,2009. The
reduction in rates referenced hereto shall apply for each container terminal for a 12-month
period commencing the first full month after execution of the required lease amendment.
Once the 12-month period ends, the rate should revert to the most current Port tariff rate for
that year.

(A)  A 25% reduction on the Rate per Hour will apply for each container terminal for a
12-month period. After the 12-month period, the rate should revert to the most
current Port tariff rate for that year.
(B)  A 50% reduction on the Rate per Hour will apply once a container terminal has
reached its previous 12-monthvolumes, defined as paying the same revenues
(prior to the 25% reduction) as the previous 12-monthsfor crane rental.

ITEM 6600
Rate per Hour
Tfpe                               Exept as Noted
Equ~pnertpeqorming a spec~flccustarnlzed smlce not
o:her;., ise provided in nomal Port cctlvities ,*iillbe subject to
(2 Rb PJ      UbLX1A,U,7:,7:Qk3~9X~~~iXT,YYYt~&%BL%bG1
Br~dge-typecontailer crane. \.>rth20-f't thru 40-fl var1ablelifting
b2arn. rates do not ~ncudetuelor poitter. (welprn SQ2C;. or
maintsnance labor.
f-subject to Note ....,................... ........ ......... . .....,,............ ......    5647 00
Note 1:  Crane rental time will be computed and charged as provided in ltem
Note 2:   Crane rental rate per hour will be charged as provided in ltem SO00 (GI.

In accordance with the Port'sdesire to achieve the air quality goals described in the
Northwest Ports Clean Air Strategy, the Port seeks to reduce diesel emissions from
drayage truck operations at its international container terminals ("Container Terminal" or
"Container Terminals"). All Container Terminal tenants ("Tenants") that have
incorporated by reference this tariff item in their leases or use agreements agree to
abide by the following provisions:
(1)  Effective on January 1, 201 1, all trucks entering a Tenant's Container Terminal
for the purposes of draying containers ("Drayage Trucks") to or from the
Container Terminal must be model year 1994 or newer. Tenants will bar noncompliant
Drayage Trucks from entering the Container Terminals. Tenants
may allow limited exemptions for non-compliant trucks, so long as the rules
and procedures for such exemptions are in this tariff.
(2)  The Port desires that by January 1, 2016, 80% of all Drayage Trucks entering
a Tenant's Container Terminal will be model year 2007 or newer. Tenants will
cooperate with the Port in collecting information regarding the progress being
made to achieve the 80% goal.
(3) Effective on January 1, 2018, all Drayage Trucks entering a Tenant's
Container Terminal must be model year 2007 or newer. Tenants will .bar noncompliant
Drayage Trucks from entering the Container Terminals. Tenants
may allow limited exemptions for non-compliant trucks, so long as the rules
and procedures for such exemptions are in this tariff.

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