AMENDED AND RESTATED TERMINAL AGREEMENT BETWEEN MIAMI-DADE COUNTY AND SEABOARD MARINE LTD. FOR MARINE TERMINAL OPERATIONS

THIS AMENDED AND RESTATED TERMINAL OPERATING AGREEMENT is

hereby made and entered into as of the 30 day of May,

2008, by and between MIAMI-DADE COUNTY, FLORIDA, ("County"), and

SEABOARD MARINE LTD., a Liberian Corporation, authorized to do

business in the State of Florida ("Seaboard"), by and through

their authorized representatives in accordance with the terms,

conditions and covenants contained herein below. The County and

Seaboard are jointly referred to as "the Parties."

W I T N E S S E T H :

WHEREAS, the County and Seaboard are parties to a "Terminal

Agreement between Miami-Dade County and Seaboard Marine Ltd. for

Marine Terminal Operations" dated October 1, 1998; and

WHEREAS, Seaboard's vessels now carry over forty percent

(40%) of the total cargo and nearly sixty percent (60%) of the

total exports that pass through the Port of Miami; and

WHEREAS, Seaboard has operated at the Port of Miami since

1987 and for more than twenty years has contributed to the

economic health and growth of the County; and

WHEREAS, the County and Seaboard now desire to enter into an

Amended and Restated Terminal Operating Agreement, which extends

the term of the Agreement and makes various other changes to the

Agreement;

NOW, THEREFORE, for and in consideration of the premises and

mutual covenants and agreements hereinafter contained, the

parties hereto do and hereby mutually covenant, agree and bind

themselves as follows:

ordinarily  given  to  it  by  accountants  in  accordance   with

generally accepted accounting principles;

     C)    Words in the singular include the plural, and words in

plural include the singular;

     D)    A  pronoun in one gender includes and applies to other

genders as well; and

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E) The terms "hereunder," "herein," "hereof," "hereto" and such

similar terms shall refer to the instant Terminal Agreement in

its entirety and not to individual sections or articles.

F) The Parties hereto agree that this Agreement shall not be

more strictly construed against either the County or Seaboard.

Section 2. Definitions as used herein:

"Actual TEU Throughput" means the number of TEUs each Fiscal

Year that Seaboard loads on and/or discharges from its Vessels

and/or the Vessels of other carriers calling at the Port berths,

as well as TEUs moved through the Terminal Area from third party

terminal services (as described in Section 5(L)) and multi-

terminal ships (as described in Section 6(K)).

"Agreement" means this Amended and Restated Terminal

Agreement between Miami-Dade County and Seaboard, including all

attachments and exhibits, and any documents incorporated by

reference herein.

"Applicable Laws" means any and all federal, state, and

County laws, rules, ordinances, resolutions, administrative

orders, implementing orders, and tariffs, including, but not

limited to Port of Miami-Dade Terminal Tariff No. 010, that apply

to the conduct of operations at the Port and the Parties' conduct

thereunder, arising out of or related to this Agreement, all as

such may be amended from time to time, including but not limited

to all federal, state and County security requirements.

"Berths" means bays 149 to 182 at the Dante B. Fascell Port

of Miami-Dade (as hereinafter defined), or as may be modified

under the terms of Section 4(A).

"Cargo" means freight ladened or unladened from a vessel.

"Container" means a marine cargo container or a trailer,

flatbed, lowboy, platform, or flatrack. If empty flatracks,

flatbeds or platforms are bundled, each bundle shall count as one

(1) container.

"County" means Miami-Dade County, a political subdivision of

the State of Florida, and all departments, agencies and

instrumentalities thereof, including but not limited to the Miami-

Dade County Seaport Department.

"Discount TEU Rates" means the rates that apply to that

portion of the Actual TEU Throughput in each Fiscal Year that

exceeds the Tier 1 TEU Throughput for that Fiscal Year as set

forth in Exhibit "A", which shall be inclusive of Wharfage and

Dockage, as well as gate fees, reefer fees, storage fees, and

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facility improvement fees. Discount TEU Rates shall not include

Security Fees as identified in Section 6(I) which if assessed

shall be charged separately.

"Dockage" means the charges the County assesses pursuant to

the Tariff against a vessel for berthing at a wharf, pier,

bulkhead structure, or bank, or for mooring to a vessel so

berthed.

"Effective Date" means the effective date of the Board of

County Commissioners' resolution that approves this Agreement as

set forth in Section 3.

"Expiration Date" means the date this Agreement shall

expire, subject to any Renewal Terms as set forth in Section 3.

"Fiscal Year" means the County fiscal year, which runs from

October 1 through September 30.

"FMC" means the Federal Maritime Commission or any other

federal agency that might act as successor to or in the capacity

of the Federal Maritime Commission.

"Initial Term" means the time during which this Agreement

shall be in effect between the Effective Date and the Expiration

Date but before any Renewal Terms are exercised as set forth in

Section 3.

"Land Rental Rate" means the per square foot rental rate

agreed upon by the parties and reflected in Section 5(A) hereof.

"Lay Berth" means any Vessel using a berth for maintenance

or lay up and not for loading or discharging cargo.

"Minimum Guaranteed TEU Throughput" means the minimum number

of TEUs per Throughput Acre that Seaboard agrees to load on

and/or discharge from its Vessels and/or the Vessels of other

carriers calling at the Port of Miami during a Fiscal Year as

shown in Exhibit "A.".

"Non-throughput Acres" means acres within the Terminal Area

that will be excluded from the calculation of the Minimum

Guaranteed TEU Throughput, identified as Parcels "B1" and "B2" in

Exhibit "B", but will be subject to Land Rental Rates. Such

acreage may become Throughput Acres subject to its improvement

consistent with Section "7" and Exhibit "C."

"Original Agreement" means the "Terminal Agreement between

Miami-Dade County and Seaboard Marine Ltd. for Marine Terminal

Operations" approved by the Board of County Commissioners in

November 1998.

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"Preferential Berthing Rights" means a preferential right to

use specified berths as set forth in Section 4(A) over any other

similarly situated vessel, but expressly does not mean an

exclusive right. "Port" means the Miami-Dade County Seaport

Department, also known as the Dante B. Fascell Port of Miami-

Dade, or its successors or assigns.

"Port Director" means the Director of the Miami-Dade County

Seaport Department or designee, or anyone acting in the capacity

of Port Director as designated by the Mayor or designee.

"Rail Line" means the railroad tracks near the northern

boundary of the Terminal Area, the land beneath such railroad

tracks, and such land adjoining the railroad tracks that is

necessary for the effective and efficient movement of cargo.

"Renewal Term" means the time during which this Agreement

shall be in effect in the event any renewal option is exercised

as set forth in Section 3.

"Seaboard" means Seaboard Marine Ltd., and shall include

all affiliates and majority-owned subsidiaries.

"Security Fees" means a fee that may be included as a future

Tariff charge to help pay for expenses associated solely with

increases in the Port's operating security costs as identified in

Section 6(I).

"Shortfall Fees" means the difference between Actual

Throughput and the Minimum Guaranteed TEU Throughput multiplied

by the Tier 1 TEU Rate for any applicable Fiscal Year as set

forth in Exhibit "A" and in Section 5(E).

"Tariff" means the Port of Miami-Dade Terminal Tariff No.

010, Rates, Rules, and Regulations for the Seaport Facilities of

Miami-Dade County, Florida, as such may be amended from time to

time.

"Terminal Area" means the seventy-six and sixty-nine

hundreths (76.69) acres of land designated in Exhibit "B",

attached hereto and incorporated by reference herein, as Parcel

"A", Parcel "B1" and Parcel "B2", and including those buildings

and structures that are currently vacant, those currently

occupied by Seaboard, and those currently occupied by other non-

Seaboard tenants as well as 14.16 subleased acres of land within

Parcel "A.". The Terminal Area is subject to adjustment pursuant

to Sections 4(F), 4(G), 4(H), 4(K) and 5(G).

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"TEU" means one twenty (20) foot equivalent unit Container,

whether full or empty. Any Container thirty (30) feet or less in

length shall count as one TEU. Any Container over thirty (30)

feet in length but less than fifty (50) feet in length shall

count as two TEUs. Any container fifty (50) feet in length but

less than sixty-five (65) feet in length shall count as three

TEUs. All Containers more than sixty-five (65) feet in length

shall be divided by twenty (20) feet to determine a TEU value.

For TEU throughput calculation purposes only, each Vehicle shall

count as two-thirds (2/3) of a TEU.

"Throughput Acres" means acreage that is suitable for

vertically stacking of more than two loaded containers, as shown

in Exhibit "B" and identified as Parcel "A", which represents

approximately 65 (including the 14.16 subleased acres) acres at

the Effective Date of this Agreement and is subject to revision.

"Tier I TEU Rate" means the rate that applies to the number

of TEUs for each Fiscal Year as set forth in Tier 1 of Exhibit

"A", which shall be inclusive of Wharfage and Dockage, as well as

gate fees, reefer fees, storage fees, and facility improvement

fees. The Tier I TEU Rate shall not include Security Fees as

identified in Section 6(I), which if assessed shall be charged

separately.

"Trans-Shipment" means the transfer of a Container or

Vehicle from one vessel at the Port to any other vessel at the

Port.

"Trans-Shipment Rate" means the rate that the County applies

to Trans-Shipment Containers discharged from vessels docked at

the Port as set forth in Section 6(D). This rate shall include

Wharfage and Dockage, as well as gate fees, reefer fees, storage

fees, and facility improvement fees. The Trans-shipment Rate

shall not include Security Fees as identified in Section 6(I),

which if assessed shall be charged separately.

"Tunnel" means the Port of Miami Tunnel, inclusive of

improvement to the Port's road system that is planned for

construction from Watson Island to Dodge Island and is subject to

a tri-party agreement among the Florida Department of

Transportation, County and the City of Miami.

"Vehicle" means a motorized wheeled conveyance used for

transporting persons or cargo on land.

"Vehicle Rate" means the rate that applies to Vehicles

loaded to or discharged from Vessels at the Berths as forth in

Section 6(H), which shall be inclusive of Wharfage and Dockage,

as well as gate

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fees, reefer fees, storage fees, and facility improvement fees.

The Vehicle Rate shall not include Security Fees as identified

in Section 6(I), which if assessed shall be charged separately.

"Vessel" means any waterborne vessel or barge that uses the

Terminal Area and that is either (i) owned or exclusively

chartered, leased, managed, operated or controlled by Seaboard or

trading under the name of Seaboard Marine and/or (ii) any vessel

and/or barge which are part of VSAs, if legally required, as

defined below, covering vessels trading under the name of

Seaboard Marine.

"VSA" means an FMC or other similar governing entity

approved vessel sharing arrangement with other shipping lines.

"Wharfage" means the charges the County assesses pursuant to

the Tariff against the cargo or vessel on all cargo passing or

conveyed over, onto, or under wharves or between vessels (to or

from barge, lighter, or water), when berthed at a wharf or when

moored in a slip adjacent to the wharf. Wharfage is solely the

charge for the use of the wharf and does not include charges for

any other service.

Section 3. Effective Date and Term

The Effective Date of this Agreement shall be the effective

date of the Board of County Commissioners' resolution approving

this Agreement. The Expiration Date shall be September 30, 2028,

unless Renewal Terms are exercised, and subject to the

cancellation and other terms and conditions contained herein.

Subject to the conditions below, Seaboard shall have the sole

option to renew this Agreement on the terms and conditions

contained herein for two (2) Renewal Terms of five (5) years

each. Seaboard's renewal option for the first Renewal Term

requires it to meet either one of the following two (2)

conditions: (i) Seaboard's aggregate average TEU Throughput per

Throughput Acre for the final five (5) Fiscal Years of the

Initial Term exceeds the aggregate average per acre TEU

Throughput for all Port cargo terminal operators combined during

those same five (5) Fiscal Years, or (ii) Seaboard's total

payments ("Total Payments") to the Port for any and all charges

and fees (including those in this Agreement and the Tariff) other

than County-owned crane fees (described in Section 6C), electric

outlet charges (described in Section 6F), and/or payments

associated with rental, lease or development agreements entered

into after the Effective Date exceed one hundred and ten million

($110,000,000) for the final five (5) Fiscal Years of the Initial

Term, which sum shall be adjusted on a pro rata basis for changes

in Throughput Acres acreage. Seaboard shall have the same two

(2) conditions for its option to

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exercise the second Renewal Term except the required amount of

the Total Payments shall be one hundred and twenty-eight million

dollars ($128,000,000) for the five (5) Fiscal Years of the first

Renewal Term. For purposes of the options, Seaboard's Total

Payments shall be adjusted for force majeure, failure of the

County to fulfill its commitments, or actions by the County that

reduce Seaboard's ability to reach the Total Payments

requirement. Should Seaboard wish to enter into a Renewal Term

after having met either of the two (2) conditions listed above,

Seaboard shall notify the County of its intent to exercise the

first renewal option no less than ninety (90) days prior to the

expiration of the Initial Term, and shall notify the County of

its intent to exercise the second renewal option no less than

ninety (90) days prior to the expiration of the first Renewal

Term. Should Seaboard fail to meet both of the conditions listed

above for the first Renewal Term and the Parties do not agree

to enter into the first Renewal Term or a successor contract,

the County agrees to reimburse Seaboard for the unamortized

portion of useful capital improvements made by Seaboard within

the Terminal Area during the final five (5) years of the Initial

Term. Any such reimbursement shall be equal to the value of the

asset's scheduled amortization over the five (5) year period

following the Initial Term, calculated using asset lives in

accordance with generally accepted accounting principals

Section 4. County Commitment to Seaboard.

A) The County agrees to allow Seaboard Preferential Berthing

Rights at the Berths at 149 through 182. In the event the

Port no longer has obligations with the current user of

Berth 183, the Port Director shall assign Berth 183 to

Seaboard for its preferential use. The Port shall provide

Seaboard the use of one (1) operable container gantry crane

and up to an additional one-thousand (1,000) feet of

Preferential Berthing Rights at a berth located west of Bay

135. Seaboard's usage of such bays west of Bay 135 is

subject to Seaboard utilizing the Port's operable and

available gantry crane(s).

B) The County agrees to allow Seaboard exclusive use of the

Terminal Area in conjunction with Seaboard's marine

transportation business, including the preferential berthing

of Vessels for loading, discharging and efficient transfer

of cargo from Vessels to either other Vessels or land-based

(principally truck or rail) transport modes and for storage

of cargo. The Port will allow other uses consistent with

Seaboard's marine transportation business, including, but

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not limited to, construction of any improvements thereon,

subject to the prior written approval of the Port Director,

such approval not to be unreasonably withheld. Seaboard

shall comply with other applicable requirements, including,

but not limited to, submission of a Facilities Modification

Form (Exhibit "D") or similar document as required by the

Port for all improvements to real property at the Port.

C) The County agrees to allow Seaboard the exclusive use of

the Terminal Area for the duration of this Agreement,

pursuant to the terms and conditions contained herein.

D) The County agrees to provide Seaboard with the right of

ingress and egress leading to and from the Terminal Area,

subject to any and all security and other requirements

imposed by Applicable Laws. In the event the Port's main

terminal gate complex is not able to process vehicles owing

to a backup at a non-Seaboard terminal, the Port will

promptly use reasonable efforts to marshal traffic to allow

for the prompt processing of Seaboard vehicles at the Port's

main terminal gate complex.

E) The County represents and warrants that it has good title

to the Terminal Area free and clear of mortgages, liens or

encumbrances and the County covenants that it will not grant

any mortgage liens or encumbrances on the Terminal Area.

F) The County acknowledges that Seaboard desires to conduct

its terminal operations from a contiguous tract of land on

the Port. In this regard, the County agrees that if

additional land contiguous to the Terminal Area becomes

available for permanent use, other than acreage to the west

of the Terminal Area, and such land is free from contractual

or other obligations and not needed for general Port uses,

the County shall extend to Seaboard a right to negotiate to

enter into an agreement for use of such land on terms to be

agreed upon. Under Seaboard's right to negotiate, the

Parties agree to work in good faith regarding such land and

improvements thereto. However, Seaboard shall have a first

right of refusal to lands adjacent to the northern boundary

of the Terminal Area, which are designated as areas Parcels

"C" and "D" and on Exhibit "B" and the "1790 Building".

Should the lands designated as "C" and "D" and "1790

Building" become available, the Port shall offer them to

Seaboard prior to offering them to any other third party.

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G) The County and Seaboard also acknowledge that the

Terminal Area will be adjusted by mutual written agreement

during and subsequent to the construction of improvements

relating to the Tunnel. Any such adjustment of the Terminal

Area may be performed administratively by the Port Director,

so long as any such adjustments do not cumulatively change

Seaboard's terminal by ten (10) or more acres. Any

adjustment resulting in a cumulative change to Seaboard's

acreage by more than ten (10) acres will require Board of

County Commissioners approval. Notwithstanding any other

provision of this Agreement, the County reserves the right

to use available lands for any lawful purpose.

H) The County may offer Seaboard land for temporary rental

if land becomes available, at the Land Rental Rate

then-applicable under this Agreement. Temporary lands at

the time of the Effective Date include both land designated

as Parcels "C" and "D" in Exhibit "B". Unless otherwise

agreed to by the parties, Seaboard shall not pay land rent

on Parcel "D".

I) The Parties agree to make certain improvements to the

Terminal Area during the term of this Agreement as set forth

in Exhibit "C" and Section 7. Any improvements to the

Terminal Area that are not expressly addressed in this

Agreement shall not be the responsibility of either the

County or Seaboard and shall be subject of future

negotiations.

J) The County acknowledges that it is responsible for

bulkhead repair and maintenance and that failure to

adequately repair or maintain bulkheads, inclusive of the

scheduled construction of the bulkhead located between bay

155 and bay 160 ("East Bulkhead"), could negatively impact

Seaboard's use of the Terminal Area. The County commits to

substantially complete the East Bulkhead by December 31,

2010. Should the County fail to substantially complete the

East Bulkhead by June 30, 2011 then the County will

contribute an additional one million dollars ($1,000,000)

toward the improvements described in Section "7" and Exhibit

"C". For every six month interval delay thereafter, the

County will contribute an additional one million dollars

($1,000,000) up to a maximum of five million dollars

($5,000,000) towards its improvement commitments described

in Section "7" and Exhibit "C". For example, if the East

Bulkhead is completed after December 31, 2012 but before

June 30, 2013, the County will

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contribute an additional four million dollars ($4,000,000)

toward the improvements as described in Section 7 and

Exhibit "C".

K) During the time the County is making the improvements as

set forth in Section 7 and Exhibit "C", including but not

limited to the Tunnel, the County shall undertake

commercially reasonable efforts to make up to ten (10) acres

of land available to Seaboard that is not otherwise under

lease agreements with other Port tenants. If such land is

available, it will be subject to the Land Rental Rate and

Minimum Guaranteed TEU Throughput as set forth in this

Agreement, but only on the amount of acreage made available

that exceeds the acreage rendered unavailable because of

improvements and only during the time of such improvements.

Should Seaboard sublease ten (10) or more acres (excluding

the 14.16 subleased acres described in Section 4(P) from any

other terminal operator, the Port will not have an

obligation to provide acreage. If no additional lands are

available to Seaboard from the Port or through sublease of

cargo lands at the Port, the Port will temporarily reduce

Seaboard's Minimum Guaranteed TEU Throughput and its TEU

Throughput under Tier 1 of Exhibit "A" by the affected

acreage until improvements are completed.

L) Seaboard may not provide terminal services for third

parties at the Port prior to January 1, 2014. After this

date, Seaboard may provide terminal services for third

parties providing that: (i) for each third party, the third

party's vessels have not called at the Port more than five

(5) times in the twelve (12) months prior to the date

Seaboard first begins to provide terminal services to such

third party, (ii) third party business will not represent

more than twenty-five percent (25%) of Seaboard's then

current TEU throughput, and (iii) the TEU rate for third

party cargoes will be charged at the higher of the then

applicable Tier I TEU rate charged to Seaboard in this

Agreement or the average of the highest Base (or Tier I) TEU

rates of the other cargo terminal operators at the Port. The

TEUs from Seaboard's third party terminal services will

count towards Seaboard's Minimum Guaranteed TEU Throughput.

M) The parties agree that existing leases between Seaboard

and the County for buildings and structures in the Terminal

Area, which are within the Terminal Area as identified in

Exhibit "B", currently are terminated as of the Effective

Date. The County agrees that Seaboard shall

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no longer have rent payment obligations for these buildings

and structures once terminated, but Seaboard shall be

responsible for all maintenance, repairs and demolition

costs.

N) The County agrees that currently all unoccupied buildings

in the Terminal Area, located within Parcels "B1" and "B2"

in Exhibit "B"., can be utilized by Seaboard for any lawful

business relating to its terminal operation until such

buildings are demolished by the County. The County shall

have no obligations related to or liability for Seaboard's

use of said unoccupied buildings, and Seaboard shall

indemnify the County pursuant to the indemnity provisions of

this Agreement related to any claim arising out of or

related to Seaboard's use of these buildings. The County

shall have no obligation to maintain said buildings.

O) The County agrees that the leases on all buildings,

structures, and land in the Terminal Area, located within

Parcels "B1" and "B2" in Exhibit "B" that are currently

occupied and leased by tenants other than Seaboard ("Third

Party Leases"), shall be terminated as soon as reasonably

possible. Such buildings, including those referenced in

Section 4(N) and the warehouse located at 1470 Port

Boulevard, shall be demolished on or before September 30,

2010 by the County. Should the demolition of all of the

referenced buildings occur by September 30, 2010,

one-hundred percent (100%) of the aggregate demolition cost

shall count toward the County's Funding Cap described in

Section 7(F). For every month the demolition is delayed

beyond September 30, 2010, ten percent (10%) of the

aggregate demolition cost shall not be counted toward the

County's Funding Cap. In connection with such demolitions,

the County shall remove all debris and leave the ground

properly graded. The County then intends for this acreage

to become Throughput Acres subject to its improvement

consistent with Section "7" and Exhibit "C". The County also

hereby agrees that:

1. the County shall remain responsible for all of its

current obligations under the Third Party Leases,

including but not limited to, any maintenance and

environmental obligations.

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2. the County shall assume any and all liability

associated with the Third Party Leases until the

Third Party Lease is terminated by the County and

the tenant vacates the Third Party Area.

3. The County, as landlord, shall collect any and all

rent associated with the Third Party Leases until

their termination.

4. The County shall ensure that none of the Third

Party Leases are renewed or extended and shall

terminate them as soon as possible pursuant to the

terms of the leases.

5. The County shall ensure that each property subject

to a Third Party Lease is prepared for demolition

upon its termination.

P) The County acknowledges that Seaboard currently subleases

14.16 acres of land on the Port from Port of Miami Terminal

Operating Company (POMTOC). Such acreage is included within

the Terminal Area and shall be subject to the then current

Land Rental Rate and counted toward the calculation of

Seaboard's Minimum Guaranteed TEU Throughput regardless of

whether these lands are assigned to Seaboard during this

Agreement. For purposes of calculating the Land Rental Rate

owed the County on this 14.16 acres, Seaboard shall be fully

credited by the County for the amount paid to POMTOC for its

sublease of the 14.16 acres. Should the County gain

possession of this land through assignment prior to,

concurrent with, or after the Effective Date of this

Agreement, the County agrees to transfer these 14.16 acres

to Seaboard, at which time Seaboard shall pay the County

the then applicable Land Rental Rate.

Q) The County acknowledges that acreage dedicated to the

Tunnel impacts Seaboard's operation more than any other Port

user and will force Seaboard to relocate its terminal truck

gates and entrance. Due to the uncertainty of timing and

costs of such relocation and construction of a new truck

gate structure, the Port agrees that Seaboard may use the

Port's existing scales at no charge but only until

Seaboard's new truck gate structure is completed and

operational which shall not be later than November 1, 2010,

subject to the transfer of the subleased 14.16 acres

described in Section 4(P).

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Section 5. Seaboard Commitment to the County.

A) Land Rent. Beginning on the Effective Date and continuing

throughout the Initial Term and any Renewal Terms, Seaboard

agrees to pay one dollar ($1.00) per square foot annually on

all land in the Terminal Area paid in monthly installments

subject to an annual increase of not more than three percent

(3%), starting on October 1, 2009. If for any reason the

County does not increase the Land Rental Rate in any given

Fiscal Year(s), the County may thereafter add the amount of

such allowed (but not imposed) annual increase in later

years but only in the then current term. For example, if

the County elects not to impose a Land Rental Rate increase

in Fiscal Years two or three, in Fiscal Year four the County

could impose a Land Rental Rate increase of approximately

9.3% (the 3% compounded for three years) to account for the

two prior Fiscal Years in which no annual Land Rental Rate

increase was imposed provided, however, that the foregoing

annual increase shall not apply during the first year of any

Renewal Term in which land rent has been changed resulting

from an appraisal. During the Initial Term of the Agreement,

the Land Rental Rate may not vary by more than 38 cents per

square foot in any one year than would have been charged in

that year had the Southeast Regional CPI escalator been

applied from October 1, 2009 in place of a 3% annual

increase. The calculation comparing the cumulative effect

of having used a 3% escalator as opposed to the CPI

escalator shall be performed each year during the Initial

Term only. For example, if on October 1, 2018, the Land

Rental Rate would be $1.34 per square foot based on the

annual 3% escalator, but the Land Rental Rate would have

risen to $1.82 per square foot using the Southeast Regional

CPI escalator-a difference of 48 cents--then because the

latter number is more than 38 cents above the former number,

pursuant to the terms of the this section, the Land Rental

Rate to apply at the commencement of Fiscal Year starting

October 1, 2018 would be $1.44 per gross square foot of the

Terminal Area ($1.82 - .38 = $1.44).

B) Renewal Term. At the beginning of each Renewal Term, the

Land Rental Rate shall be adjusted to reflect any increase

in value pursuant to independent appraisals of comparable

land at Florida's five (5) busiest container ports. Such

adjustment shall apply to the relevant

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Renewal Term in addition the annual increase not to exceed

three percent (3%) applicable to the Renewal Term(s) (other

than the initial year of each Renewal Term). Each Party

shall, within ten (10) calendar days of the County's receipt

of Seaboard's intent to renew this Agreement, select an

independent Florida licensed land appraiser to undertake

the "Appraisal" of the then fair-market value, using the

aforementioned criteria, of the Terminal Area on a square

footage basis (collectively "Appraisals"). Upon completion

of the Appraisals, each party shall transmit a certified

original appraisal to the other party no later than thirty

(30) days from the date Seaboard's written notice of intent

to renew was received by the County. If the Appraisals are

within ten percent (10%) of each other and do not reflect a

decrease from the then applicable Land Rental Rate, the

Appraisals shall be averaged and the resulting rate shall

become the base Land Rental Rate for year one of the

applicable Renewal Term, and which shall be subject in

subsequent years to annual Land Rental Rate increases

pursuant to Section 5 hereof. If, however, the two square

footage rates vary by more than ten percent (10%), the two

appraisers shall jointly select a third independent Florida

licensed land appraiser to calculate the then fair market

rental value of the Terminal Area. The third appraiser's

then fair market rental value (per square foot) shall be

averaged with the original Appraisals to determine the new

base Land Rental Rate, but only if the calculation results

in an increase in the Land Rental Rate. In no event shall

the Land Rental Rate in the initial year of a Renewal Term

be less than the Land Rental Rate of the previous Fiscal

Year; however, the three percent (3%) annual increase shall

not apply in the initial year of each Renewal Term.

C) Infrastructure Fee. Seaboard shall initially pay the

County a one-time Infrastructure Fee of one million

one-hundred and fifty thousand and three-hundred and fifty

dollars ($1,150,350), which is the equivalent of $15,000 per

acre for seventy-six and sixty-nine hundredths (76.69) acres

included within the Terminal Area within sixty (60) days of

the Effective Date, which Infrastructure Fee shall be used

to help fund the Port's financial commitment for

improvements to the Terminal Area. The Infrastructure Fee

shall apply to partial acres on a pro rata basis.

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D) Minimum Annual Throughput. During each Fiscal Year of the

Initial Term and any Renewal Term, Seaboard shall provide

the Minimum Guaranteed TEU Throughput as set forth in

Exhibit "A", subject to force majeure or the failure of the

County to comply with this Agreement, hereunder. The Minimum

Guaranteed TEU Throughput will be adjusted pro rata to

reflect any partial year. For TEU throughput calculation

purposes only, each Vehicle shall count as two-thirds of a

TEU. Seaboard cargo on a non-Seaboard vessel as part of a

VSA shall count towards Seaboard's Minimum Guaranteed TEU

Throughput totals, but any non-Seaboard cargoes on

a non-Seaboard vessel, which is part of a Seaboard VSA,

although counting towards the Minimum Guaranteed TEU

Throughput, shall be assessed at the higher of the

then-applicable Seaboard Tier I TEU Rate or the average of

the highest Base or Tier I TEU Rates of the other cargo

terminal operators at the Port. Trans-shipped TEUs will

count towards TEU throughput calculations, but only if

future rates for Trans-shipped TEUs are equal to or greater

than the then-applicable Tier I TEU Rate. However,

notwithstanding the manner of calculation of TEU throughput,

Seaboard will be responsible for paying to the Port the

equivalent full TEU Rate for all TEUs falling under Tier I

in Exhibit "A".

E) In any Fiscal Year in which Seaboard fails to meet the

Minimum Guaranteed TEU Throughput, Seaboard shall pay the

County Shortfall Fees within sixty (60) days of the receipt

of an invoice from the County after the end of the Fiscal

Year. Shortfall Fees shall be the difference between Actual

TEU Throughput and the Minimum Guaranteed TEU Throughput

multiplied by the Tier I TEU rate for the applicable Fiscal

Year.

F) Within ninety (90) days of the end of each third full

Fiscal Year during the Initial Term and any Renewal Term,

the County shall evaluate Seaboard's Actual TEU Throughput

for those three (3) Fiscal Years. If Seaboard's aggregate

Actual TEU Throughput exceeds its aggregate Minimum

Guaranteed TEU Throughput for those three (3) years, then

Seaboard will be eligible to receive a full credit for

Shortfall Fees paid. The credit will be evenly provided over

the remainder of the Fiscal Year against invoiced charges,

and in subsequent Fiscal Years if the entire credit is not

used in the remainder of the Fiscal Year in which it is

granted.

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G) At the end of each third full Fiscal Year during the

Initial Term and any Renewal Term, the County reserves the

right for the Port Director using, reasonable discretion, to

reduce the size of the Terminal Area but only if it notifies

Seaboard within sixty (60) days of said Fiscal Year end.

The Port Director may reduce the size of the Terminal Area

only if Seaboard's aggregate Actual TEU Throughput for a

three (3) year period falls short of its aggregate Minimum

Guaranteed TEU Throughput for reasons other than force

majeure or an action by the County that is reasonably judged

by the Port Director to have reduced by ten percent (10%)

or more Seaboard's ability to meet its Minimum Annual TEU

Guarantee. The reduction in the size of the Terminal Area

shall correspond on a percentage basis to the percentage

that Seaboard's aggregate Actual TEU Throughput falls short

of its aggregate Minimum Guaranteed TEU Throughput over the

three (3) year period, or as adjusted owing to an action by

the County that is reasonably judged by the Port Director to

have reduced by ten percent (10%) or more Seaboard's ability

to meet its Minimum Annual TEU Guarantee. The particular

part of the Terminal Area that the Port Director uses to

reduce the size of the Terminal Area shall be determined in

the Port Director's sole discretion; provided however, that

Seaboard shall have the right to provide the Port Director

recommendations that minimize the impact on Seaboard's

operations. In the event the size of the Terminal Area is

reduced in accordance with this Section 5(G), the Minimum

Guaranteed TEU Throughput and the TEU Throughput under Tier

1 shall be adjusted downward and the land rent as set forth

in Section 5(A) shall not be payable with respect to land

that is removed from or no longer available in the Terminal

Area.

H) Seaboard acknowledges that a Rail Line runs along the

northern boundary of the Terminal Area. In the event the

County, in the exercise of its reasonable discretion after

prior consultation with Seaboard, desires that the Rail Line

be used within the Port for the movement of cargo, then

Seaboard shall use commercially and operationally reasonable

efforts to provide other terminal operators either access to

cargoes carried on the Rail Line if the rail terminus is in

Seaboard's Terminal Area, or Seaboard will handle such

cargoes on a reasonable cost basis as agreed to by Seaboard

and the Port Director. The County reserves

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the right to modify the Terminal Area to exclude the Rail

Line. In this event, the County agrees to use commercially-

reasonable efforts to work with Seaboard to minimize the

adverse impacts upon Seaboard from the use and location of

the Rail Line. Seaboard agrees that it will not construct

permanent structures on the Rail Line or its right of way

during the term of the Agreement unless the County and

Seaboard mutually agree.

I) Except as otherwise provided herein, the use of the

Terminal Area shall be subject to the Port Tariff. In the

event of a conflict between this Agreement and the Port

Tariff, this Agreement shall prevail.

J) The use by Seaboard of its own mobile harbor cranes

and/or rubber tire gantries within the Terminal Area and/or

bays inclusive and west of bay 149 to load and discharge

Vessels or ships shall not be subject to any fees or charges

imposed by the County.

Section 6. Scheduled Rates Applicable to Seaboard

The County and Seaboard agree that the following rates and

charges shall apply during the Initial Term and any Renewal

Terms, except as otherwise provided:

A) Tier I TEU Rate: The Tier I TEU Rate payable by Seaboard

shall be as set forth in Exhibit "A".

B) Discount TEU Rates: Discount TEUs Rate payable by

Seaboard shall be as set forth in Exhibit "A".

C) Crane Charges: Rates and charges related to County-owned

cranes shall be the lesser of:

(1) the prevailing rates and charges as set forth in the

Tariff; or

(2) Tariff crane rates as of the Effective Date of this

Agreement escalated by no more than 4% each Fiscal Year;

or

(3) any crane rate or charge agreed to by the Parties

pursuant to Section 6 (L).

D) Trans-shipments. From the Effective Date through

September 30, 2013, the County will charge Seaboard the

following Trans-shipment Rates for Trans-shipment containers

it discharges each Fiscal Year: ten dollars ($10.00) per TEU

for TEUs 1 - 15,000; fifteen dollars ($15.00) per TEU for

TEUs 15,001 - 30,000; and fourteen dollars ($14.00) per TEU

for all Trans-shipped TEUs beyond 30,000. Starting on

October 1, 2009, these rates are

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subject to an annual increase of not more than three percent

(3%) per Fiscal Year. Seaboard and the Port agree to enter

into negotiations by June 1, 2013 regarding the Trans-

shipment Rates to be charged after September 30, 2013.

Should Seaboard and the Port fail to agree on a new Trans-

shipment Rate schedule, the lesser of the then Tariff rate

for Trans-shipments or the then Current Tier I Rate shall

apply.

E) Lay Berth: The rates that apply to any Lay Berth Dockage

shall be the Tariff rates, except that when repairs are

undertaken concurrent with the loading or discharging

operations there shall be an allowance of up to twenty-four

(24) hours after the completion of loading/discharging

operations before Lay Berth Tariff rates are applicable. A

forty-eight (48) hour, rather than a twenty-four (24) hour

allowance, will be granted for up to ten percent (10%) of

Seaboard's Vessels in a Fiscal Year.

F) Outlets for Refrigerated Containers: Seaboard shall have

the right at its own expense to place all existing

electrical outlets for powering refrigerated containers

within the Terminal Area on separate electrical meters,

subject to inspection and audit by the County. Seaboard

shall maintain any County constructed electrical outlets

used for powering refrigerated containers within the

Terminal Area in good working condition and repair at its

own expense until such time as these outlets are removed or

demolished consistent with the improvements described

in Section 7. For all electrical outlets constructed by the

County, Seaboard shall be responsible for electric usage

costs as actually billed the County plus an additional $1.35

daily availability fee for each electrical outlet, whether

or not Seaboard uses each electrical outlet. The County

shall provide Seaboard copies of any electric utility

company billings owed the County under this Agreement as

part of its delivery of the County's monthly invoices to

Seaboard. Seaboard shall be responsible for the cost of

installation, recurring utility payments for usage and

maintenance of any infrastructure related to Seaboard's

construction of new electrical outlets for refrigerated

containers. Any new outlets that are not invoiced by the

electric utility to the County will not be subject Seaboard

to any County fees. The County shall issue Seaboard a

credit of thirty-two thousand and six hundred dollars

($32,600) by October 31, 2008. Seaboard acknowledges that

this credit represents the final

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County granted credit under the Original Agreement as

reimbursement for Seaboard's costs for constructing

refrigerated container electrical outlets at the Port.

G) Non-Containerized and Non-Trailerized Cargo: Non-

Containerized and Non-Trailerized Cargo, excluding Vehicles

and cargo loaded on flatbeds, platforms or flatracks shall

be at the prevailing rates and charges as set forth in the

Port Tariff.

H) Vehicle Rate: The rate payable by Seaboard for wharfage

and dockage on Vehicles shall be $4.50 per Vehicle, subject

to an annual increase of no more than three percent (3%),

starting on October 1, 2009. In no case shall such Vehicle

Rate be higher than the Tariff rate in effect at that time.

I) Security Fee: The Port may implement a reasonable

Security Fee on Seaboard, but only if the Security Fee is

equitably implemented on all other Port cargo terminal

operators whose terminals are fifteen (15) acres in size or

greater. The Security Fee shall not be applied to Seaboard

if the Port's operating budget, as calculated consistent

with the Port's accounting policies and practices as of the

Effective Date, for security costs for any one Fiscal Year

does not exceed twenty-two million dollars ($22,000,000),

compounded five percent (5%) annually at the start of each

Fiscal Year commencing on October 1, 2008.

J) All Tariff rates shall govern Seaboard's activities at

the Port other than those identified in this Agreement,

subject to specifically mentioned exclusions for gate fees,

reefer fees, storage fees, facility improvement fees, and

Security Fees identified in Section 6(I). Seaboard shall

not be subject to scale fees at the Port's main terminal

gate complex unless it requests to use such scales or as

provided in Section 4(Q).

K) Dockage for Multi-Terminal Ships. In this Agreement,

Dockage is included in the Tier I or Discount TEU Rates,

Trans-shipment Rate, and Vehicle Rate. To the extent TEUs

and/or non-TEU cargo are loaded on and/or discharged from a

ship to or from a Port cargo terminal other than Seaboard's

Terminal Area, then Dockage shall be due the County from

such ship pro rata to the percentage of total TEUs and non-

TEU cargo loaded on and/or discharged from said ship to or

from a cargo terminal other than Seaboard's Terminal Area.

By example, if sixty percent (60%) of the TEUs and non-TEU

cargo loaded and/or discharged on or from a

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ship is processed to or from Seaboard's Terminal Area and

the other forty percent (40%) is processed to or from a

cargo terminal at the Port other than Seaboard's Terminal

Area, then in such event the ship would be charged forty

percent (40%) of the Dockage due under the Tariff.

L) Future Crane Rate Agreements. Should the Port execute a

crane rate discount agreement with any other Port user of

County-owned cranes, the Port shall within forty-five (45)

days offer Seaboard similar terms and conditions, which may

include requirements for crane usage guarantees.

Section 7. Improvements to Seaboard Terminal Area It is the

County's and Seaboard's desire to improve the Terminal Area so

that it is suitable for using a rubber tire gantry (RTG) system

of handling cargo containers and that appropriate and reasonable

marine terminal construction standards be utilized in making such

improvements. In addition, the parties recognize that

construction sequencing must be cooperatively planned and

coordinated in an effort to contain the costs of improving the

terminal while minimizing the impact to Seaboard's operation.

A) Construction Phasing. While an exact construction

phasing plan does not yet exist, it is agreed by Parties that

Seaboard will provide input to the County for its review and

approval. Seaboard shall have the right to review and provide

comment on any architectural and engineering proposals and work

performed by a contractor on behalf of the County within the

Terminal Area. In addition to Seaboard's preferences for

project phasing, Seaboard shall provide a "Basis of Design" plan

for the Terminal Area that will contain, but not be limited to, a

fully dimensioned Terminal Area layout and circulation. It may

also include preferred sequencing of demolition activities,

lighting, access, and RTG runway locations, as well as critical

spot paving elevations, slope limitations, horizontal and

vertical configuration of wharves for Berths, and performance

criteria for critical construction components.

B) Minimum Criteria. Although it will be up to the County

to determine minimum criteria for paving and drainage in the

Terminal Area, the County does commit to making improvements

consistent with RTG operations. Preliminarily, Seaboard has

expressed a preference for design criteria that includes runway

rigid pavements designed to accommodate channelized multi-wheeled

RTG's with lifting capacities of 50 tons and yard flexible

pavements designed for a combination of RTG's, top-picks, reach

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stackers and 18 kip axle loads. Seaboard will also present

information relating to the appropriate grading for RTG

operations and standards for discharge of surface drainage.

C) Phasing. It is agreed by the Parties that the above

generally described improvements will be designed and constructed

in five (5) phases as shown in Exhibit "C". Seaboard agrees that

it will pay the County one million dollars ($1,000,000) for each

of the five (5) phases upon final acceptance by the Parties of

the work for that defined phase. If there is more than one

project for each phase, then Seaboard's payment will be made

based upon final acceptance by the Parties for the work for the

last project in that phase.

D) Failure to Meet Phasing Completion Dates. Should the

County fail to substantially complete the phased improvements by

the respective target dates shown in Exhibit "C", subject to

force majeure, Seaboard's contribution for each phase will

decrease by one-hundred thousand dollars ($100,000.00) for every

month past the targeted completion date for that respective

phase. If the improvements are completed more than ten (10)

months past the respective target date for any phase, then

Seaboard will not make any payment towards that respective phase.

Further, if the improvements are not completed for each phase by

the respective target date, the County agrees to decrease the

then Land Rents and the Minimum TEU Guaranteed Throughput for the

impacted acreage according to Exhibit "C".

E) Improvement Phases. For those improvements that are

the responsibility of the County, Exhibit "C" defines the amount

of phased acreage to be improved by the County. The actual

locations and limitations of the acres to be developed and the

construction phases will be defined later taking into account

Seaboard's "Basis of Design" document. However, such

modification does not change the minimal amount of acreage to be

improved by the County, but could change the location and

configuration of such improvements.

F) County Funding Cap. The County agrees to fund the

allowable demolition costs set forth in Section 4(O) and phased

improvements set forth in Exhibit "C" up to a cap of twenty-one

million dollars ($21,000,000) (the "County Funding Cap"), plus

whatever funds the County receives from Seaboard from its

commitment to contribute funds to completed phases. The County's

twenty-one million dollars ($21,000,000) funding commitment could

be increased by a maximum of five-million dollars ($5,000,000)

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if the County fails to meet East Bulkhead construction deadlines

as set forth in Section 4(J). Should the County complete the

improvements identified in Section "7" and Exhibit "C" for an

amount less than its maximum funding commitment, the County shall

not be obligated to expend the remaining funds. The County

agrees that the following costs will not count toward its Funding

Cap: contract administration, permitting (excluding contractor

costs), environmental review, and time spent by County employees.

Section 8. Use of the Terminal Area

Seaboard shall not use the Terminal Area for any unlawful

purpose, including, without limitation, any unauthorized use, or

any use prohibited by Applicable Laws. Seaboard agrees not to

abandon or cease service to the Terminal Area, unless expressly

permitted to do so by another provision of this Agreement or

authorized to do so by the County.

Section 9. Maintenance and Repair of Terminal Area

A) Subject to subsection (B) below, except for damage

caused by the act or omission of the County and agents, employees

and contractors of the County, or which is the responsibility of

the County pursuant to Section 4(N), all general day-to-day

maintenance and repairs of the Terminal Area shall be Seaboard `s

sole responsibility. Seaboard shall, at its own expense, keep

the Terminal Area and the improvements constructed thereon (if

any) in a clean and orderly condition, and in good working order.

Prior to or at the termination of this Agreement, damage done by

the installation or removal of personal property of Seaboard

shall be repaired so as to restore the Terminal Area to its

original state, except in cases where the Terminal Area may have

been altered by Seaboard with the approval of the Port. At the

termination of this Agreement, Seaboard agrees to quit and

surrender up the Terminal Area in the same good order and

condition as it was at the commencement of this Agreement;

provided however, that such return of the Terminal Area under

this Section shall not relieve Seaboard of its obligations for

damages to the Terminal Area that may be specifically provided

elsewhere in this Agreement. In this regard, Seaboard and the

County shall perform a joint inspection of the Terminal Area at

the commencement of this Agreement in order to determine the

condition of the Terminal Area.

B) Any damage to County property or facilities caused by

Seaboard, including but not limited to damage to paved surfaces

and damage caused by tracked vehicles, shall be repaired by

Seaboard at its sole cost and expense. Seaboard shall not be

responsible for repair caused by normal wear and tear.

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C) The County, its agents and/or representatives may at all

times and with reasonable advance notice enter the Terminal Area

to view and inspect, the Terminal Area and facilities, or for any

other purpose; provided, however, that any such entry and/or

inspection will be conducted at a time and in a manner that will

minimize its impact on Seaboard's operations. Sworn law

enforcement officers may enter the Terminal Area at all times

without notice, as may County personnel solely for reasons of

safety, security and construction management.

D) The Port shall be responsible for maintaining lighting,

bulkheads and drainage and any obligations referenced under

Section 4(O). Seaboard shall be responsible for maintaining

above-ground improvements (except for lighting) constructed by

Seaboard for Seaboard's use, and for maintaining all paving

inclusive of concrete pads for rubber tire gantry operations.

E) Removal of Trash:

Seaboard shall, at its sole cost and expense, remove from

the Terminal Area all trash and refuse which might accumulate and

arise from its use of the Terminal Area and the business

operations of Seaboard under this Agreement. Such trash and

refuse shall be stored temporarily and disposed of in a manner

that complies with all Applicable Laws and is approved by the

Port.

F) Failure to Maintain:

If it is determined by the County that Seaboard has failed

to properly clean, remove trash and refuse, maintain, repair,

replace and refurbish the Terminal Area as required by this

Section and not caused by the County or its affiliates, employees

and subcontractors, the County shall provide Seaboard a list of

deficiencies in writing, reflecting the amount of time to be

reasonably allowed for Seaboard to correct same. If Seaboard

fails to correct such deficiencies within the time allowed and

has not registered an objection as to its obligation to do so,

the County, following thirty (30) days further notice to

Seaboard, may enter upon the Terminal Area and perform all work,

which, in the judgment of the County, may be necessary and the

County shall charge Seaboard for the cost of such work, plus

twenty-five (25%) for administrative costs. Subsequent to

receipt of the further notice of intent to perform repairs or

cleanup from the County, Seaboard shall not undertake performance

of such repairs or cleanup without specific prior written

authorization from the County.

G) Environmental Protection:

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1) Seaboard's Obligations: At all times during the

term of this Agreement, Seaboard shall comply with the following:

a) Disposal of Wastes: Seaboard shall dispose of all

industrial, domestic, hazardous, and solid wastes

generated by it in accordance with all Applicable Laws,

it being Seaboard's responsibility to determine the

approved method of disposal of its wastes and take

action accordingly.

b) Records: Seaboard shall maintain such records as

are reasonably necessary to adequately assess

environmental compliance in accordance with all

Applicable Laws.

c) Monitoring Equipment: Seaboard agrees at its

expense, to the extent required by Applicable Law, or

by environmental or law enforcement officials of the

County or other governmental environmental entity

having regulatory authority and then only to the extent

required by applicable regulations, to install

monitoring equipment in a number and type sufficient to

monitor Seaboard's activities in its use of the

Terminal, and to assign appropriate personnel to

monitor such equipment and provide periodic reports to

the County.

2) Seaboard's Failure to Comply with Environmental

Laws: Seaboard acknowledges that material non-compliance with its

obligations under this section constitutes an event of default

pursuant to Section 25 of this Agreement, and that illegal

discharges and material violations may result in penalties,

issuance of civil violation notices and penalty orders, which

material non-compliance and material violations are also subject

to Section 25 of this Agreement.

3) Seaboard shall comply with all Applicable Laws

related to environmental protection and regulations applicable to

the use, storage and handling of hazardous substances, hazardous

materials, industrial wastes and hazardous wastes in, on, or near

the Terminal Area. Seaboard shall indemnify and hold the County,

its officers, employees, agents, successors and assigns

(collectively "Indemnitees") harmless from, and assumes any and

all liability for, any and all claims, liabilities, causes of

action, obligations, damages, penalties, costs, charges and

expenses (including, but not limited to reasonable attorney's

fees, environmental response and remediation costs and the costs

and expenses of appellate action, if any), imposed on, incurred

by, or asserted against Indemnitees, by any other parties

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(including, with limitation, a governmental entity), in the event

arising out of, in connection with, or relating to any

environmental condition of contamination caused or created in

whole or in part by Seaboard, or any violation of any federal,

state, or local environmental law with respect to the Terminal

Area created and caused solely by Seaboard.

4) County Responsibility for Pre-Occupancy Environmental Events:

a) Responsibility and Indemnity: To the extent

allowed by law and subject to the limitations

contained in Section 768.28, Florida Statutes,

the County shall be responsible for and does

hereby agree to indemnify, defend and save

harmless Seaboard and its officers, employees,

agents, directors, and stockholders from and

against any and all claims, actions, demands,

costs, damages, loss, fines, judgments,

liabilities of any kind, and expenses,

including reasonable attorney's fees,

relating to or in any way arising out of:

i) The use, storage, disposal, discharge or

release of any Hazardous Material (as

defined below) at, in, on, under above,

originating from, or generating at the

Terminal Area prior to the date of the

Original Agreement or Seaboard's

occupancy or use of the Terminal Area,

whichever came first, whether or not

originating outside the Terminal Area,

so long as not caused by any action or

inaction of Seaboard; or

ii) Any violation, accrual or alleged, of

any Environmental Law (as defined below)

on, under, or above the Terminal Area,

or relating to or arising from

operations or activities at the Terminal

Area prior to the date of the Original

Agreement or Seaboard's occupancy or use

of the Terminal Area, whichever came

first, so long as not caused by the

action or inaction of Seaboard.

For these purposes, the term "Hazardous

Materials" shall include, but not be limited

to, any substance defined as "hazardous

substances,"

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"hazardous air pollutant,"

"pollutants," "contaminants," "hazardous

materials," "hazardous wastes," "toxic

chemicals," petroleum or petroleum products,"

"toxics," "hazardous chemicals," "extremely

hazardous substances," "pesticides" or

related materials, including, but not limited

to, radon and asbestos, as defined in any

applicable federal, state, or local law,

regulation or ordinance, including, but not

limited to, the Comprehensive Environmental

Response, Compensation and Liability Act of

1980, as amended by the Superfund Amendments

and Reauthorization Act of 1986 42 U.S.C.

9601 et seq., the Emergency Planning and

Community Right to Know Act, 42 U.S.C. 1101

et seq., the Resource Conservation and

Recovery Act, 12 U.S.C. 6901 et seq., the

Hazardous Materials Transportation Act of

1974, 49 U.S.C. 1801 et seq., the Federal

Water Pollution Control Act, 33 U.S.C. 1251

et seq., the Clean Air Act, 42 U.S.C. 4701 et

seq., the Federal Insecticide Fungicide and

Rodenticide Act, 7 U.S.C. 136 et seq., the

Safe Drinking Water Act, 42 U.S.C. 2601 et

seq., and any laws regulating the use of

biological agents or substances, including

medical or infectious wastes (collectively

"Environmental Laws").

b) Remediation: The County agrees that it will

take or cause to be taken appropriate steps

to cause the remediation of all Hazardous

Materials covered by the indemnity set forth

in this section, above, as shall be required

in order for the Terminal Area to be in

compliance with Environmental Laws.

c) Seaboard's Obligations during Pre-Occupancy

Remediation Efforts by County: Seaboard

agrees to cooperate with the County in such

remediation steps by assigning appropriate

personnel of Seaboard to coordinate the

remediation steps with the party or parties

actually

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performing the remediation access to and use

of the portion of the Terminal Area

involved in such remediation steps.

d) No Liability to Seaboard: Seaboard

acknowledges that remediation steps taken to

correct any environmental contamination may

extend over a number of years and may cause

inconvenience and business interruption to

Seaboard. The County shall not be liable to

Seaboard in any manner for such

inconveniences and disruption, but will

exercise reasonable efforts to minimize them

to the extent reasonably possible.

5. Environmental Indemnities:

a) The County agrees that Seaboard shall have no

liability for, and provided Seaboard

demonstrates that an event was a pre-occupancy

event for which Seaboard is not liable

hereunder, that the County, to the extent

allowed by law, will indemnify and hold

Seaboard harmless from, all costs and expenses

(including, without limitation, all attorney's

fees and costs) associated with any

environmental contamination of the premises

arising out of a pre-occupancy event which was

not caused by Seaboard. Notwithstanding and

prevailing over the foregoing, such

environmental indemnity shall not extend to,

and Seaboard shall be solely responsible for

all such costs and expenses which arise out of

environmental contamination for which the

County may be held liable caused in whole or

in part by Seaboard, Seaboard's agents,

employees, contractors, or invitees,

including, but not limited to, any

environmental contamination committed by

Seaboard, its agents, employees, contractors,

or invitees during any prior or current

tenancy or occupancy of the Terminal Area or

any portion thereof.

b) The parties' responsibilities, obligations

and liabilities pursuant to this Section

Environmental Indemnities shall survive the

expiration or early termination of this

Agreement.

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6) No waiver: Nothing in this Agreement or otherwise

shall be deemed to be a waiver of the County's or Seaboard's

right to take action against responsible parties for

remediation of or payment for environmental deficiencies on

the Terminal, nor be deemed to be an assumption by the

County of the responsibility for such remediation or payment,

except as may be imposed on the County as a matter of law.

H) Use of Public Port Facilities: The County grants to

Seaboard, in common with all others desiring to use the

Port, the nonexclusive privilege to use the roads of ingress

and egress, service roads and such other facilities and

improvements as may be now in existence or hereafter

constructed for the use of persons lawfully using the Port.

Such grant of use shall only be to the extent necessary to

carry out the rights granted Seaboard under this Agreement

and Applicable Laws and only so long as such use does not

conflict with the County's operation of the Port in the

County's reasonable discretion. Nothing contained herein

shall be construed to grant Seaboard the right to use any

real or personal property that is leased to a third party

except any acreage subleased to Seaboard, including the

14.16 acres subleased from POMTOC.

I) Right To Search: Subject to Applicable Laws, Seaboard

agrees that its vehicles, cargo, goods and other personal

property are subject to being searched when attempting to enter

or leave the Terminal Area. Seaboard further agrees that, to the

extent consistent with Applicable Laws, the Port has the right to

prohibit any individual, agent or employee of Seaboard from

entering the Port, based upon facts which would lead a person of

reasonable prudence to believe that such individual might be

inclined to engage in theft, cargo tampering, sabotage or other

unlawful activities. Seaboard acknowledges and understands that

these provisions are for the protection of all users of the Port

and are intended to reduce the incidence of thefts, cargo

tampering, sabotage and other unlawful activities at the Port.

Section 10. Port Bond Obligations.

Notwithstanding and prevailing over any other provision of

this Agreement, the County reserves the right to increase the

rates contained in this Agreement at a percentage increase no

greater than that applied to other cargo operators upon a

reasonable determination by the County's independent Financial

Advisor that Port revenues in the aggregate will not be

sufficient to meet the rate covenant and/or

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additional bonds tests on all outstanding Port bonds obligations

or any bond coverage requirements. The County shall give Seaboard

ninety (90) days written notice of its intent to increase the

rates pursuant to this provision of the Agreement, and shall make

reasonable efforts, within the limitations of the applicable bond

documents, to provide Seaboard more than ninety (90) days notice.

Seaboard shall have the right to terminate this Agreement by

written notice to the County within sixty (60) days of the date

of such notice. If Seaboard does not terminate this Agreement

within the sixty (60) day period, the increased rates shall

become effective immediately and Seaboard shall have no other

recourse with respect to such increase.

Section 11. Right to Regulate

Nothing in this Agreement shall be construed to waive or

limit the governmental authority of the County, as a political

subdivision of the State of Florida, to regulate Seaboard or its

operations.

Section 12. Zoning Changes and Approvals

Notwithstanding any rights under this Agreement this

Agreement shall not bind the Miami-Dade Board of County

Commissioners, the Zoning Appeals Board, the Building Department,

the Planning and Zoning Department, any successor board or

department, or any other department or board of the County,

including Community Councils, to agree to or grant any zoning

changes, permits or any other approvals.

Section 13. Licenses, Permits and Approvals

Seaboard shall obtain all land use, construction and

operating permits and approvals required by all Applicable Laws

for Seaboard's activities in the Terminal Area at Seaboard's sole

cost and expense. Seaboard shall not require the Port to take

any action or perform any tasks within the Terminal Area to

enable Seaboard to obtain such permits and approvals.

Section 14. Audits

Seaboard agrees that the County or its duly authorized

representatives or governmental agencies shall, until the

expiration of three (3) years after the expiration of this

Agreement and any extension thereof, have access to and the right

to examine and reproduce any of Seaboard's books, documents,

papers and records, and those of its subcontractors and suppliers

acting on Seaboard's behalf, which relate to Seaboard's

performance of its obligations under this Agreement..

Section 15. Suitability of Terminal Area.

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Seaboard acknowledges that the County has made no

representations, except as provided in this Agreement, as to the

Terminal Area, the condition of the Terminal Area or the

suitability of the Terminal Area for Seaboard's purposes.

Section 16. Terminal Agreement

It is agreed that this Agreement is not a lease, and that no

interest or estate in real property or the improvements located

in or on the Terminal Area is created by this Agreement.

Section 17. Commitment on Indemnity and Insurance

A) Seaboard shall procure and maintain throughout the

Initial Term and any Renewal Terms, at its sole cost and expense,

the following insurance policies on which the County shall be

named as an additional insured, with not less than the limits

specified for each policy below:

1) Workmen's Compensation Insurance to cover all

persons employed by Seaboard in and about the

Terminal Area (including longshoremen and harbor

workers coverage) as required by Florida Statute

440 or any successor thereto. Whenever applicable,

protection shall also be provided for liability

under the Jones Act, 46 U.S.C. Section 688, and

under General Maritime Law.

2) General Liability Insurance - With respect to the

use and activities of Seaboard, its employees,

agents, customers and guests in and around the

Terminal Area, General Liability Insurance in the

minimum amount of one million dollars ($1,000,000)

combined single limits for the death of or personal

injury to one or more persons and for property

damage for each occurrence in connection with the

use thereof or the activities of Seaboard thereon.

3) Automobile Liability Insurance covering all owned,

non-owned and hired vehicles used in connection

with Seaboard's operations in an amount not less

than five-hundred thousand dollars ($500,000)

combined single limit per occurrence for bodily

injury and property damage.

4) Terminal Operator's Liability Insurance shall be

for the amount of at least four million dollars

($4,000,000) per occurrence.

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5) All insurance policies required by this section

shall be issued by companies authorized to do

business under the laws of the State of Florida

with the following qualifications:

The company must be rated no less than "B" as to management,

and no less than "Class V" as to financial strength by the latest

edition of Best's Insurance Guide, published by A.M. Best

Company, Oldwick, New Jersey, or its equivalent, subject to the

approval of the County Risk Management Division, or companies

holding a valid Florida Certificate or Authority as shown in the

latest "List of All Insurance Companies Authorized or Approved to

do Business in Florida," issued by the State of Florida

Department of Insurance and are members of the Florida Guaranty

Fund.

Such insurance policies shall contain a provision to the

effect that the insurance company shall not reduce coverage or

cancel such policy without first giving written notice thereof to

the additional insured at least thirty (30) days in advance of

such cancellation or material modification. Seaboard and the

County shall promptly provide to the other, certificates

evidencing that insurance has been obtained meeting the

requirements of this section.

B) Seaboard shall indemnify and hold harmless the County and

its officers, employees, agents and instrumentalities from

any and all liability, losses or damages, including

attorney's fees and costs of defense, which the County or

its officers, employees, agents or instrumentalities may

incur as a result of claims, demands, suits, causes of

actions or proceedings of any kind or nature arising out of,

relating to, or resulting from the performance of this

Agreement and caused by the negligence of Seaboard or its

employees, agents, partners, principals, contractors or

subcontractors. Seaboard shall pay all such claims and

losses in connection therewith and shall investigate and

defend all such claims, suits or actions of any kind or

nature in the name of the County, where applicable,

including appellate proceedings, and shall pay all costs,

judgments, and attorney's fees which may issue thereon.

Seaboard expressly understands and agrees that any insurance

protection required by this Agreement or otherwise provided

by Seaboard shall in no way limit the responsibility to

indemnify, keep and save harmless and defend the County

or its officers, employees, agents and instrumentalities

as herein provided. The foregoing indemnity

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shall not apply to the extent caused by the negligent acts

or omissions of the County or its employees, agents,

partners, principals or subcontractors.

C) In those situations where this Agreement imposes an

indemnity obligation on Seaboard, the County may, at its

expense, elect to participate in the defense if the County

should so choose. Furthermore, the County may at its own

expense defend or, after consulting with Seaboard,

reasonably settle any such claims if Seaboard fails to

diligently defend such claims, and thereafter seek indemnity

for costs from Seaboard.

Section 18. Choice of Law and Exclusive Venue

The parties agree that this Agreement was entered into in

the State of Florida and that the laws of Florida, and any

applicable federal law, shall govern its interpretation,

application and enforcement. Venue for any suit or dispute

arising under this Agreement shall lie exclusively in Miami-Dade

County, Florida.

Section 19. Entirety of Agreement; No Oral Change or

Termination

This Agreement is the entire agreement between the Parties

with respect to the subject matter hereof, and supersedes any

prior agreements or understandings between the parties with

respect to the subject matter hereof. No change, modification or

discharge hereof in whole or in part shall be effective unless

such change, modification or discharge is in writing and signed

by the party against whom enforcement of the change, modification

or discharge is sought and, in the case of the County, such

change is approved by the Board of County Commissioners. This

Agreement cannot be changed or terminated orally.

Section 20. Compliance with Applicable Laws

Seaboard, its employees, agents, affiliates, contractors,

and guests shall comply with all Applicable Laws in its action

related to this Agreement and while conducting any activity in

the Terminal Area or on any other County property. If any

renewal option is exercised, Seaboard shall comply with all

Applicable Laws in effect at the time of such renewal.

Section 2-11.1(d) of Miami-Dade County Code as amended by

Ordinance 00-1, requires any County employee or any member of the

employee's immediate family who has a controlling financial

interest, direct or indirect, with Miami-Dade County or any

person or agency acting for Miami-Dade

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County from competing or applying for any such contract as it

pertains to this solicitation, must first request a conflict

of interest opinion from the County's Ethic Commission prior to

their or their immediate family member's entering into any

contract or transacting any business through a firm, corporation,

partnership or business entity in which the employee or any

member of the employee's immediate family has a controlling

financial interest, direct or indirect, with Miami-Dade County

or any person or agency acting for Miami-Dade County and that

any such contract, agreement or business engagement entered in

violation of this subsection, as amended, shall render this

Agreement voidable. For additional information, please contact

the Ethics Commission hotline at (305) 579-2593.

Seaboard agrees to comply, subject to applicable

professional standards, with the provisions of any and all

applicable Federal, State and the County orders, statutes,

ordinances, rules and regulations which may pertain to the

services required under this Agreement, including but not

limited to:

a) Equal Employment Opportunity (EEO), in compliance with Executive Order 11246 as amended and applicable to this Contract.

b) Miami-Dade County Florida, Department of Business Development Participation Provisions, as applicable to this Agreement.

c) Environmental Protection Agency (EPA), as applicable to this Agreement.

d) Miami-Dade County Code, Chapter 11A, Article 3. Seaboard shall provide equal opportunity for employment because of race, religion, color, age, sex, national origin, sexual preference, disability or marital status. The aforesaid provision shall include, but not be limited to, the following: employment, upgrading, demotion or transfer, recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship. Seaboard agrees to post in conspicuous place available for employees and applicants for employment, such notices as may be required by the Dade County Fair Housing and Employment Commission, or other authority having jurisdiction over the work setting forth the provisions of the nondiscrimination law.

e) "Conflicts of Interest" Section 2-11 of the County Code, and Ordinance 01-199.

f) Miami-Dade County Code Section 10-38 "Debarment".

g) Miami-Dade County Ordinance 99-5, codified at 11A-60 et. seq. of Miami-Dade Code pertaining to complying with the County's Domestic Leave Ordinance.

h) Miami-Dade County Ordinance 99-152, prohibiting the presentation, maintenance, or prosecution of false or fraudulent claims against Miami-Dade County.

Notwithstanding any other provision of this Agreement, Seaboard

shall not be required pursuant to this Agreement to take any

action or abstain from taking any action if such action or

abstention would, in the good faith determination of Seaboard,

constitute a violation of any law or regulation to which Seaboard

is

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subject, including but not limited to laws and regulations

requiring that Seaboard conduct its operations in a safe and

sound manner.

Section 21. Taxes and Other Charges

Seaboard shall pay all taxes, fees, charges, including

interest and late charges assessed pursuant to all Applicable

Law, with respect to Seaboard's operations as part of this

Agreement.

Section 22. Nuisance

Seaboard shall not commit any nuisance in the Terminal Area

or on any other County property or do or permit to be done

anything that may result in the creation or commission of a

nuisance in the Terminal Area or any other County property.

Section 23. No Exclusive Remedies

No remedy or election given by any provision in this

Agreement shall be deemed exclusive unless expressly so

indicated. Wherever possible, the remedies granted hereunder

upon a default of the other party shall be cumulative and in

addition to all other remedies at law or equity arising from such

event of default, except where otherwise expressly provided.

Section 24. Failure to Exercise Rights Not A Waiver

The failure by either party to promptly exercise any right

arising hereunder shall not constitute a waiver of such right

unless otherwise expressly provided herein.

Section 25. Events of Default

A) Seaboard shall be in default under this Agreement if

any of the following events occur and continue beyond the

applicable grace period:

(i) Seaboard fails to timely comply with any payment

obligation arising hereunder which is not cured

within thirty (30) days from Seaboard's receipt of

written notice from the County of failure to meet

such payment obligation.

(ii) Seaboard fails to perform or breaches any term,

covenant, or condition of this Agreement which is

not cured within sixty (60) days after receipt of

written notice from the County specifying the

nature of such breach; provided, however, that if

such breach cannot reasonably be cured within

sixty (60) days, and such breach

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does not materially interfere with the operations

of the Port, Seaboard shall not be in default if

it commences to cure such breach within said sixty

(60) day period and diligently prosecutes such

cure to completion.

(iii)If Seaboard (excluding subsidiaries and/or

affiliates not involved in the performance of this

Agreement) shall be adjudicated bankrupt, or if

Seaboard (excluding subsidiaries and/or affiliates

not involved in the performance of this Agreement)

shall make a general assignment for the benefit of

creditors, or if any proceedings based upon the

insolvency of Seaboard (as defined in this sub-

Section) are commenced and not dismissed within

sixty (60) days of filing or a receiver is

appointed for all the property of Seaboard which

is not dismissed within sixty (60) days of such

appointment.

B) The County shall be in default under this Agreement if

the County fails to perform or breaches any term, covenant, or

condition of this Agreement and such failure is not cured within

sixty (60) days after receipt of written notice from Seaboard

specifying the nature of such breach; provided, however, that if

such breach cannot reasonably be cured within sixty (60) days and

such breach does not materially interfere with the operations of

Seaboard at the Port, the County shall not be in default if it

commences to cure such breach within said sixty (60) day period

and diligently prosecutes such cure to completion.

C) Upon the occurrence of a default under this Agreement

not cured within the applicable grace period, the non-defaulting

party may pursue all remedies available at law or in equity,

including but not limited to specific performance of this

Agreement, termination of this Agreement, and, as to the County,

the right to re-enter the Terminal Area and expel Seaboard in

which case Seaboard shall remain liable for all charges due at

the time of such termination under the terms of this Agreement

and any repairs and alterations necessary to prepare the Terminal

Area for further Port use.

Section 26. Obligations Surviving Termination Hereof

Notwithstanding and prevailing over any contrary term or

provision contained herein, in the event any party hereto

exercises any lawful termination rights herein, the following

obligations shall survive such termination and continue in full

force and effect until the expiration of a one year term

following the

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earlier of the termination date or the expiration

of this Agreement: (i) any and all outstanding payment

obligations hereunder of any party hereto arising prior to

termination; (ii) any and all indemnity obligations hereunder of

any party hereto; (iii) the exclusive venue and choice of law

provisions contained herein, and (iv) any other term or provision

herein which expressly indicates either that it survives the

termination or expiration hereof or is or may be applicable or

effective beyond the expiration or permitted early termination

hereof.

Section 27. Lack of Agency Relationship

Nothing contained herein shall be construed as establishing

an agency relationship between the County and Seaboard and

neither Seaboard nor its employees, agents, contractors,

subsidiaries, divisions, affiliates or guests shall be deemed

agents, instrumentalities, employees, or contractors of the

County for any purpose hereunder, and the County, its

contractors, agents, and employees shall not be deemed

contractors, agents, or employees of the Seaboard.

Section 28. Force Majeure - Inability to Perform

County and Seaboard shall not be liable for any failure,

delay or interruption in performing their individual obligations

hereunder due to causes or conditions beyond the reasonable

control of the County, Seaboard, and their agents, employees,

contractors, subcontractors, and guests including, without

limitation acts of God, an act of state or war, public emergency,

strikes, boycotts, picketing, work stoppages or labor troubles of

any other type, providing that the party claiming the existence

of a force majeure event delivers written notice to the other

party of such event within fifteen (15) calendar days of the

commencement of such event. Seaboard shall be entitled to a pro-

rata reduction of the Minimum Guaranteed TEU Throughput and a

temporary waiver of any land rent resulting from any Force

Majeure.

Section 29. Severability

If any term or provision of this Agreement or the

application thereof to any person or circumstance shall, to any

extent, be invalid or unenforceable, the remainder of this

Agreement or the application of such term of provision to persons

or circumstances other than those as to which it is held invalid

or unenforceable shall not be affected thereby and shall continue

in full force and effect.

Section 30. Sole Benefit of Parties

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The County and Seaboard intend that the mutual covenants

contained in this Agreement shall be for their sole benefit and

that no other person, corporation or other entity is intended to

be a beneficiary of this Agreement.

Section 31. Representations.

Each party represents and warrants that it is empowered to

enter into this Agreement and to perform any and all of the

duties and obligations imposed upon it or assumed by it under the

terms and provisions of this Agreement.

Section 32. Early Termination.

Seaboard shall have the option to terminate this Agreement

for any reason or no reason, subject to the conditions set forth

herein. Seaboard shall give the County written notice of early

termination six (6) months in advance of its desired termination

date. At the desired termination date, Seaboard shall pay the

County upon exercise of the Early Termination option, as follows:

(i) if the desired termination date is on or before September 30,

2013: twenty million dollars ($20,000,000); (ii) if the desired

termination date is after September 30, 2013 but on or before

September 30, 2028: fifteen million dollars ($15,000,000); and

(iii) if the desired termination date is during any Renewal Term

after September 30, 2028: nine million dollars ($9,000,000).

Section 33. Assignment

Seaboard shall not transfer or assign its rights under this

Agreement without the prior written consent of the County, which

consent shall not to be unreasonably withheld. Any assignment

without prior written consent shall be void. An "Assignment"

shall include any transfer of this Agreement, including but not

limited to a transfer of this Agreement by sale, merger,

consolidation or liquidation, or by operation of law.

Notwithstanding anything in this Section 33 to the contrary,

Seaboard may assign this Agreement to any wholly-owned subsidiary

or wholly-owned affiliate upon notice to, and without prior

consent of, the County. Should Seaboard elect to assign this

Agreement to an entity that is neither a wholly-owned subsidiary

or affiliate, Seaboard must pay the County two-hundred and fifty

thousand dollars ($250,000) for each year remaining on the

Agreement and both Renewal Terms.

Section 34. Amendments

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This Agreement may be amended from time to time provided the

County and Seaboard mutually agree to such amendment and the

amendment is stated in writing, executed by both parties and

attached to the original executed copies of this Agreement. Any

amendment to this Agreement shall be approved by the Board of

County Commissioners.

Section 35. Encumbrances

The County represents and warrants that it has good title to

the Terminal Area free and clear of mortgages, valid liens or

encumbrances and the County covenants that it will not grant any

mortgage liens or encumbrances on the Terminal Area. Likewise,

Seaboard will not grant any mortgage, collateral assignment,

hypothecation or any other liens or encumbrances on the Terminal

Area and shall ensure that none of its employees, agents, vendors

or other affiliates take any actions that result in any such

liens, hypothecations, mortgages, collateral assignments, or

encumbrances being placed on any land owned by the County without

first obtaining the County's written consent, and that any action

contrary to this general prohibition shall be void ab initio.

However, should any such liens, mortgages, hypothecations, or

encumbrances be placed on any County land due to the acts or

omissions of Seaboard or any of its employees, agents, vendors or

other affiliates, Seaboard shall promptly take all steps required

to remove, defend against and otherwise satisfy such liens,

mortgages and encumbrances at its cost and expense.

Section 36. Surrender at End of Term

Seaboard agrees that, at the expiration or lawful

termination of this Agreement, whichever comes first, it shall

peaceably yield the Terminal Area to the Port.

Section 37 Notices

All notices, demands and requests which may or are required

to be given hereunder shall, except as otherwise expressly

provided, be in writing, delivered by personal service, or shall

be sent by, telecopy, United States Registered or Certified Mail,

return receipt requested, postage prepaid, to the parties at the

following addresses:

To the County: Seaport Director Miami-Dade Seaport Department, Suite 200 1015 North America Way Miami, Florida 33132

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          With a copy to: Miami-Dade County Attorney
                          111 N.W. 1st Street, Suite 2810
                          Miami, Florida 33128-1930

          To Seaboard:    President
                          Seaboard Marine Ltd.
                          8001 N.W. 79th Avenue
                          Miami, Florida 33166-2100

          With copies to: ATTENTION - Legal Department
                          Seaboard Marine Ltd.
                          8001 N.W. 79th Avenue
                          Miami, Florida 33166-2100

                          General Counsel
                          Seaboard Marine Ltd.
                          9000 West 67th Street
                          Merriam, Kansas 66201



    Section 38.  Inspector General Reviews.

    Independent Private Sector Inspector General Reviews

    Pursuant  to  Miami-Dade  County Administrative  Order  3-20,

the   County  has  the  right  to  retain  the  services  of   an

Independent Private Sector Inspector General (hereinafter

"IPSIG"), whenever the County deems it appropriate to do so.

Upon written notice from the County, Seaboard shall make

available to the IPSIG retained by the County, all requested

records and documentation pertaining to this Agreement for

inspection and reproduction. The County shall be responsible

for the payment of these IPSIG services, and under no

circumstance shall Seaboard's prices and any changes thereto

approved by the County, be inclusive of any charges relating to

these IPSIG services. The terms of this provision apply to

Seaboard, its officers, agents, employees, subcontractors and

assignees. Nothing contained in this provision shall impair any

independent right of the County to conduct an audit or

investigate the operations, activities and performance of

Seaboard in connection with this Agreement. The terms of this

Section shall not impose any liability on the County by Seaboard

or any third party.

MIAMI-DADE COUNTY OFFICE OF THE INSPECTOR GENERAL REVIEW

According to Section 2-1076 of the Code of Miami-Dade County, Miami-Dade County has established the Office of the Inspector General (IG) which may, on a random basis, perform audits, inspections, and reviews of all County/Trust contracts. This random audit is separate and

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distinct from any other audit by the County. To pay for the functions of the Office of the Inspector General, any and all payments to be made to the Contractor under this contract will be assessed one quarter (1/4) of one (1) percent of the total amount of the payment, to be deducted from each progress payment as the same becomes due unless, as stated in the Special Conditions, this Contract is federally or state funded where federal or state law or regulations preclude such a charge. The Contractor shall in stating its agreed process be mindful of this assessment, which will not be separately identified, calculated or adjusted in the proposal or bid form. The audit cost shall also be included in all change orders and all contract renewals and extensions.

The Miami-Dade Office of Inspector General is authorized to investigate County affairs and empowered to review past, present and proposed County and Public Health Trust programs, accounts, records, contracts and transactions. In addition, the Inspector General has the power to subpoena witnesses, administer oaths, require the production of witnesses and monitor existing projects and programs. Monitoring of an existing project or program may include a report concerning whether the project is on time, within budget and in conformance with plans, specifications and applicable law. The Inspector General shall have the power to audit, investigate, monitor, oversee, inspect and review operations, activities, performance and procurement process including but not limited to project design, bid specifications, (bid/proposal) submittals, activities of the (Contractor/ Vendor/ Consultant), its officers, agents and employees, lobbyists, County and Public Health Trust staff and elected officials to ensure compliance with contract specifications and to detect fraud and corruption.

Upon ten (10) days written notice to the Contractor shall make all requested records and documents available to the Inspector General for inspection and copying. The Inspector General shall have the right to inspect and copy all documents and records in the (Contractor/Vendor/Consultant's) possession, custody or control which in the Inspector General's sole judgment, pertain to performance of the contract, including, but not limited to original estimate files, change order estimate files, worksheets, proposals and agreements from and with successful subcontractors and suppliers, all project-related correspondence, memoranda, instructions, financial documents, construction documents, (bid/proposal) and contract documents, back-change documents, all documents and records which involve cash, trade or volume discounts, insurance proceeds, rebates, or dividends received, payroll and personnel records and supporting documentation for the aforesaid documents and records.

The Contractor shall make available at its office at all reasonable times the records, materials, and other evidence regarding the acquisition (bid preparation) and performance of this contract, for examination, audit, or reproduction, until three (3) years after final payment under this contract or for any longer period required by statute or by other clauses of this contract. In addition:

1. If this contract is completely or partially terminated, the Contractor shall make available records relating to the work terminated until three
(3) years after any resulting final termination settlement; and

2. The Contractor shall make available records relating to appeals or to litigation or the settlement of claims arising under or relating to this contract until such appeals, litigation, or claims are finally resolved.

The provisions in this section shall apply to the (Contractor/Vendor/Consultant), its officers, agents, employees, subcontractors and suppliers. The (Contractor/Vendor/Consultant) shall incorporate the provisions in this section in all subcontracts and all other agreements executed by the (Contractor/Vendor/Consultant) in connection with the performance of this contract.

Nothing in this section shall impair any independent right to the County to conduct audits or investigative activities. The provisions of this section are neither intended nor shall they be construed to impose any liability on the County by the (Contractor/Vendor/Consultant) or third parties.

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Exception: The above application of one quarter (1/4) of one percent fee assessment shall not apply to the following contracts: (a) IPSIG contracts; (b) contracts for legal services; (c) contracts for financial advisory services; (d) auditing contracts; (e) facility rentals and lease agreements; (f) concessions and other rental agreements; (g) insurance contracts; (h) revenue-generating contracts; (i) contracts where an IPSIG is assigned at the time the contract is approved by the Trust; (j) professional service agreements under $1,000; (k) management agreements; (l) small purchase orders as defined in Miami-Dade County Administrative Order 3-2; (m) federal, state and local government-funded grants; and (n) interlocal agreements. Notwithstanding the foregoing, the Trust may authorize the inclusion of the fee assessment of one-quarter (1/4) of one percent in any exempted contract at the time of award.

Nothing contained above shall in any way limit the powers of

the Inspector General to perform audits on all Trust

contracts including, but not limited to, those contracts

specifically exempted above.

Section 39. Mutual Obligations

Nothing in this Agreement shall be construed for the

benefit, intended or otherwise, of any third

party that is not a parent or subsidiary of a party or otherwise

related (by virtue of ownership control or statutory control) to

a party.

Section 40. Disputed Invoice Settlement

The Parties agree that there are approximately nine-hundred

and seventy thousand dollars ($970,000) in disputed and unpaid

Seaboard invoices dated before January 1, 2008 (collectively "the

Invoices"). Seaboard agrees to pay the Port five-hundred

thousand dollars ($500,000) within fifteen (15) days of the

Effective Date to settle any and all financial claims made on

such Invoices. The Port agrees that upon receipt of the five-

hundred thousand dollars ($500,000), it will consider the

Invoices to be fully paid and releases Seaboard from any other

payment obligations. Further, the Port agrees that it will waive

and release Seaboard from any late payment penalties through the

Effective Date of this Agreement.

Section 41. Business application and forms

Seaboard shall be a registered vendor with the Miami-Dade

County, Department of Procurement Management, for the duration of

this Agreement. It is the responsibility of Seaboard to file the

appropriate

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Vendor Application and to update the Application file for any

changes for the duration of this Agreement, including any

Renewal Terms.

Section 42. Nondiscrimination

During the performance of this Agreement, Seaboard agrees

to: not discriminate against any employee or applicant for

employment because of race, religion, color, sex, handicap,

marital status, age or national origin, and will take

affirmative action to ensure that they are afforded equal

employment opportunities without discrimination. Such action

shall be taken with reference to, but not limited to:

recruitment, employment, termination, rates of pay or other

forms of compensation, and selection for training or retraining,

including apprenticeship and on the job training.

By entering into this Agreement with the County, Seaboard

attests that it is not in violation of the Americans with

Disabilities Act of 1990 (and related Acts) or Miami-Dade County

Resolution No. R-385-95. This agreement shall be voidable by the

County if Seaboard submits a false affidavit pursuant to this

Resolution or Seaboard violates the Act or the Resolution during

the Initial Term and any Renewal Term of this Agreement, even if

Seaboard was not in violation at the time it submitted the

affidavit.

Section 43. Conflict of Interest

Seaboard represents that:

a) No officer, director, employee, agent, or other consultant

of the County or a member of the immediate family or

household of the aforesaid has directly or indirectly

received or been promised any form of benefit, payment or

compensation, whether tangible or intangible, in connection

with the grant of this Agreement.

b) There are no undisclosed persons or entities interested with

Seaboard in this Agreement. This Agreement is entered into

by Seaboard without any connection with any other entity or

person making a proposal for the same purpose, and without

collusion, fraud or conflict of interest. No elected or

appointed officer or official, director, employee, agent or

other consultant of the County, or of the State of Florida

(including elected and appointed members of the legislative

and executive branches of government), or a member of the

immediate family or household of any of the aforesaid:

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i) is interested on behalf of or through Seaboard directly

or indirectly in any manner whatsoever in the execution

or the performance of this Agreement, or in the

services, supplies or work, to which this Agreement

relates or in any portion of the revenues; or

ii) is an employee, agent, advisor, or consultant to

Seaboard.

c) Neither Seaboard nor any officer, director, employee,

agency, parent, subsidiary, or affiliate of Seaboard

shall have an interest which is in conflict with Seaboard's

faithful performance of its obligation under this Agreement;

provided that the County, in its sole discretion, may

consent in writing to such a relationship, provided Seaboard

provides the County with a written notice, in advance, which

identifies all the individuals and entities involved and

sets forth in detail the nature of the relationship and why

it is in the County's best interest to consent to such

relationship.

d) The provisions of this Section are supplemental to, not in

lieu of, all applicable laws with respect to conflict of

interest. In the event there is a difference between the

standards applicable under this Agreement and those provided

by statute, the stricter standard shall apply.

e) In the event Seaboard has no prior knowledge of a conflict

of interest as set forth above and acquires information

which may indicate that there may be an actual or apparent

violation of any of the above, Seaboard shall promptly bring

such information to the attention of the County's Project

Manager. Seaboard shall thereafter cooperate with the

County's review and investigation of such information, and

comply with the instructions Seaboard receives from the

Project Manager in regard to remedying the situation.

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IN WITNESS WHEREOF, the County and Seaboard have caused this

Agreement to be duly executed.

SEABOARD MARINE LTD.               MIAMI-DADE COUNTY,FLORIDA,
                                   a political subdivision of the
By:    /s/ Bruce A. Brecheisen     State of Florida

Name:  Bruce A. Brecheisen

Title: Exec VP                          By:   /s/ Ysela Llort

                                              Mayor or Designee

Date:  May 5, 2008
                                        Date: June 2, 2008

ATTEST:                                 ATTEST:


Name:  Charles J. Arochoa                     CLERK OF THE BOARD

By:    /s/ Charles J. Arochoa           By:   /s/ Elizabeth Adorno

                                              Deputy Clerk
Title: Vice Pres. OPS

Date:  May 5, 2008                      Date: June 2, 2008

/s/ Jess M. McCarty
Approved as to form and legal
sufficiency

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EXHIBITS TO AMENDED
AND RESTATED TERMINAL OPERATING AGREEMENT

Following is a list of the Exhibits to the Amended and Restated Terminal Operating Agreement, which are omitted from the Amended and Restated Terminal Operating Agreement which is filed with the Securities and Exchange Commission ("SEC"). Seaboard Corporation ("Seaboard") undertakes to provide to the SEC the Exhibits, as requested, subject to Seaboard's right to request confidential treatment under the Freedom of Information Act.

Exhibit A -- TEU Minimum Throughput Guarantees and Rates Exhibit B -- Sketch of Seaboard Parcels Exhibit C -- Phased Improvements
Exhibit D -- Installation or Modification of Facilities Port Authorization Application