FIRST AMENDMENT TO SUPPLEMENTAL CRANE AGREEMENT
BETWEEN
PORT OF SEATTLE AND TRUSTEE

This First Amendment ("Amendment") to the Supplemental Crane Agreement is dated
_________________. The parties to this Amendment are the PORT OF SEATTLE, a
Washington municipal corporation ("Port") and THE BANK OF NEW YORK MELLON (the
"Trustee"), as successor in interest to Chase Manhattan Trust Company, N.A. and as Trustee
under Resolution No. 3321, as amended, of the Port Commission and not in its individual
capacity.
W I T N E S S E T H :

WHEREAS, the Port and Trustee entered into a Supplemental Crane Agreement dated
October 28, 1999 ("Supplemental Crane Agreement"); and

WHEREAS, the parties now wish to amend the Supplemental Crane Agreement by
revising Section 2.1 regarding removal or replacement of Cranes;

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

1.  Section 2.1 of the Supplemental Crane Agreement is deleted in its entirety and
replaced with the following:

"2.1  Without the prior written consent of the Bond Insurer, the Port shall not
replace or remove any Crane and no reduction in the number of Cranes at Terminal
18 shall be effected by the Port, unless (i) not later than 65 days prior to such
removal, replacement or reduction, the Port gives written notice to the Bond Insurer
and Trustee, sent via air courier and marked "Consent Requested" of such
proposed replacement, removal or reduction and of the name, address and
telephone number of the independent crane expert proposed to deliver the
Confirmation Letter referred to below; (ii) not later than 45 days prior to the
proposed removal, replacement or reduction a Crane Consultant (defined below) is
retained to provide the Confirmation Letter; and (iii) prior to the proposed removal or
replacement or reduction, the Port delivers to the Bond Insurer and Trustee the
Confirmation Letter, signed by the Port's Executive Director, Managing Director of
the Marine Division or Manager of the Container Line of Business and confirmed by
the Crane Consultant.  If the Lessee replaces or removes a Crane and the
foregoing requirements set forth in (i), (ii), and (iii) of this paragraph have not been
met, the Port shall provide a replacement Crane in accordance with the provisions
of this Section 2.1 with respect to such Crane unless otherwise agreed to in writing
by the Bond Insurer.

(a) The parties to this Supplemental Crane Agreement agree that the 2011
Phase 1 Cranes and the 2011 Phase 2 Cranes (as defined in the Crane Agreement

as amended by the Second Amendment to Crane Agreement dated
______________, between the Port and the Lessee) shall each be deemed a
"Crane" under the terms of this Supplemental Crane Agreement at such time as
Lessee complies with all of the provisions of the Crane Agreement and this
Supplemental Crane Agreement for the removal or substitution of a Crane."

2.  Except as expressly amended herein, all provisions of the Supplemental Crane
Agreement remain in full force and effect.

PORT OF SEATTLE

_____________________________________
By__________________________________ 
Its __________________________________
THE BANK OF NEW YORK MELLON, as Trustee

_____________________________________
By__________________________________ 
Its __________________________________ 
NATIONAL PUBLIC FINANCE GUARANTEE CORP., as the Bond Insurer
_____________________________________
By__________________________________ 
Its __________________________________ 












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SP\SLAM\T18\SSAT Crane 303\Supplemental Crane Agrmt