Final Draft: August 7, 2015 







AMENDED AND RESTATED 
CRUISE FACILITY LEASE AGREEMENT

Final Draft: August 7, 2015 
TABLE OF CONTENTS 
Page 
ARTICLE 1 : DEFINITIONS ......................................................................................................... 1 
ARTICLE 2 : LEASE; PREFERENTIAL USE; CONDITION AND USE OF PROPERTY ..... 10 
ARTICLE 3 : TERM .................................................................................................................... 12 
ARTICLE 4 : RENT ..................................................................................................................... 12 
ARTICLE 5 : BOND OR OTHER SECURITY ........................................................................... 16 
ARTICLE 6 : ALTERATIONS; OWNERSHIP OF CERTAIN INSTALLATIONS .................. 17 
ARTICLE 7 : USE ........................................................................................................................ 18 
ARTICLE 8 : TENANT'S OPERATION OF PREMISES .......................................................... 19 
ARTICLE 9 : PORT OBLIGATIONS RESPECTING TENANT OPERATIONS ..................... 22 
ARTICLE 10 : REAL AND PERSONAL PROPERTY TAXES ................................................ 23 
ARTICLE 11 : INDEMNITY AND INSURANCE ..................................................................... 24 
ARTICLE 12 : OPERATING EXPENSES; UTILITIES ............................................................. 27 
ARTICLE 13 : REPAIR AND MAINTENANCE; COMPLIANCE WITH LAWS ................... 28 
ARTICLE 14 : COMPLIANCE WITH ENVIRONMENTAL LAWS ........................................ 33 
ARTICLE 15 : DAMAGE OR DESTRUCTION ......................................................................... 35 
ARTICLE 16 : SURRENDER AND HOLDING OVER ............................................................. 35 
ARTICLE 17 : IMPAIRMENT OF TITLE .................................................................................. 36 
ARTICLE 18 : DEFAULT ........................................................................................................... 36 
ARTICLE 19 : TERMINATION; NEW CRUISE BERTH; EASEMENTS................................ 39 
ARTICLE 20 : NO WAIVER; LANDLORD'S RIGHT TO PERFORM .................................... 41 
ARTICLE 21 : ASSIGNMENT AND SUBLETTING ................................................................ 42 
ARTICLE 22 : MISCELLANEOUS ............................................................................................ 44 
ARTICLE 23 : ADDITIONAL PROVISIONS ............................................................................ 47 
ARTICLE 24 : SIGNATURES ..................................................................................................... 49 
ARTICLE 25 : ACKNOWLEDGMENTS ................................................................................... 50 


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Final Draft: August 7, 2015 
AMENDED AND RESTATED 
CRUISE FACILITY LEASE AGREEMENT 
THIS AMENDED AND RESTATED CRUISE FACILITY LEASE AGREEMENT is
made as of this ___ day of August 2015 by and between the PORT OF SEATTLE, a Washington
municipal corporation, and CRUISE TERMINALS OF AMERICA, LLC, a Washington limited
liability corporation. 
WHEREAS, the Port of Seattle and Cruise Terminals of America, LLC are parties to that
certain Cruise Terminal Lease Agreement dated December 21, 2005, which lease agreement has
been amended the First Amendment to Cruise Facility Lease Agreement dated May 17, 2006 and
the Second Amendment to Cruise Facility Lease Agreement dated September 24, 2012; and 
WHEREAS, the Port has requested, and CTA has agreed, to terminate CTA's rights in
the Pier 66 Cruise Facility so that the Port may enter into a lease agreement with Norwegian
Cruise Line Holdings Ltd. that provides for the substantial redevelopment of the Pier 66 Cruise
Facility; and 
WHEREAS, Port and CTA now wish to amend the Agreement to provide for the terms of
the parties' agreement regarding the termination of CTA's rights in the Pier 66 Cruise Facility,
which termination shall be effective the day before the Restatement Date (as defined below); and 
WHEREAS, Port and CTA further wish to restate the Agreement to make clear those
obligations that shall continue to apply at the Terminal 91 Cruise Facility after the effective date
of this Amended and Restated Agreement, but nothing in this Amended and Restated Agreement
is intended to eliminate any rights and/or discharge any obligations that may have applied to
either party prior to the effective date of this Amendment and Restated Agreement at the Pier 66
Cruise Facility, the Terminal 30 Cruise Facility or the Terminal 91 Cruise Facility; 
NOW THEREFORE, for and in consideration of the mutual promises, covenants and
conditions hereinafter set forth, the parties agree as follows: 
ARTICLE 1: DEFINITIONS 
The following terms shall have the meanings specified in this Article, unless otherwise
specifically provided. Other terms may be defined in other parts of this Amended and Restated
Agreement. 
1.1    Affiliate. "Affiliate" shall mean and refer to any person that, directly or indirectly,
(i) is owned by, (ii) owns, (iii) shares common ownership with, (iv) is controlled by, (v) controls,
or (vi) is subject to common control with any Qualifying Person. Notwithstanding the foregoing,
Affiliate shall not include any entity the shares or other equity interests of which are traded over
any public exchange and for which the total number of shares or other equity interests held by all
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Qualifying Persons do not exceed five percent (5%) of the total number of shares or other equity
interests outstanding. 
1.2    Agreement.  "Agreement" shall mean and refer to Cruise Terminal Lease
Agreement dated December 21, 2005, as amended by the First Amendment to Cruise Facility
Lease Agreement dated May 17, 2006 and the Second Amendment to Cruise Facility Lease
Agreement dated September 24, 2012. 
1.3    Allowable Expenses. "Allowable Expenses" shall mean and refer to the aggregate
of the following expenses (computed on an accrual basis in accordance with generally accepted
accounting principles) reasonably incurred by Tenant and pertaining to the Premises: 
1.3.1  Cost of operations, maintenance, and repair of all operating equipment and
replacement of minor items initially supplied by the Port; 
1.3.2  Cost of operating supplies; 
1.3.3  Tenant's reasonable expense associated with the cost of compensation,
benefits and payroll taxes of all employees to the extent working at the Premises (whether full or
part time) or performing duties pertaining to the Premises at Tenant's office, excluding
Executive Personnel; 
1.3.4  Cost of all utilities; 
1.3.5  Costs associated with parking at the Terminal 91 Cruise Facility; 
1.3.6  Costs of repair and maintenance of the Premises; 
1.3.7  Cost of all equipment leases necessary for the operation of the Terminal
91 Cruise Facility; 
1.3.8  To the extent reasonably allocable to the Premises, the cost of insurance
required under this Amended and Restated Agreement  to be carried by Tenant and any
deductibles or reasonable costs to cover any self-insured losses except if Tenant or its employees
were grossly negligent; 
1.3.9  Cost of all business taxes and valid third party assessments payable by
Tenant with respect to the operation of the Premises, excluding federal, state or local income
taxes payable by Tenant which are Tenant's sole responsibility; 
1.3.10 To the extent reasonably allocable to the Premises, the cost of reasonable
legal and accounting fees for services directly related to the operation of the Premises and annual
auditing fees; 

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1.3.11 To the extent reasonably allocable to the Premises, costs of technical
consultants and specialized operational experts for specialized services in connection with nonrecurring
work on operation, functional, design or construction problems or for specialized
expertise on recurring work and operations which can most efficiently be provided by vendors
rather than employees; 
1.3.12 To the extent incurred in accordance with the excerpt of the Port's travel
policies attached as Exhibit A, all costs and expenses for advertising, promotion, and sales
activities directly related to the Facility, including travel, food and beverage, and lodging while
away from Seattle on these activities; and 
1.3.13 All other reasonable Operating Expenses actually incurred in the operation
and management of the Premises to the extent approved by the Port (which approval shall not be
unreasonably withheld or delayed) in advance of the expense being incurred. 
Allowable Expenses shall not include the following: 
1.3.14 Notwithstanding anything to the contrary set forth in Sections 1.3.1 
through 1.3.13, any amounts paid to an Affiliate or Qualifying Person (other than bona fide cost
of compensation specifically allowed by Section 1.3.3) unless expressly approved, in advance
and in writing, by the Port as necessary and reasonable; 
1.3.15 Cost of leasehold excise tax payable by Tenant with respect to any
"Leasehold Interest," as that term is defined in Chapter 82.29A of the Revised Code of
Washington and Chapter 458-29A of the Washington Administrative Code, in the Premises; 
1.3.16 Costs of fines or penalties as a result of any failure to comply with any
federal, state and local laws, ordinances and regulations in the operation of the facility
(specifically including those levied as a result of acts or omissions of third-parties including ship
operators); 
1.3.17 Any expense otherwise includable within the definition of Allowable
Expenses but for which expense Tenant has received reimbursement from the Port under any of
the Allowances; and 
1.3.18 Any expense otherwise includable within the definition of Allowable
Expense but which expense is passed directly through to a third-party unless the same is written
off as uncollectible. 
1.4    Allowances. "Allowances" shall mean and refer to the Capital Allowance, the
Maintenance Allowance and the Per Passenger Allowance. 
1.5    Alteration. "Alteration" shall have the meaning set forth in Section 6.1 below. 

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1.6    Amended and Restated Agreement. "Amended and Restated Agreement" shall
refer to the Agreement, as amended and restated in this document, together with the Exhibits and
all agreements supplemental to or modifying this agreement, whether made contemporaneously
herewith or subsequent hereto. 
1.7    Authorities.  "Authorities" shall mean and refer to the United States, State,
County, City or other local governmental or quasi-governmental authorities, or any department,
office, or agency of the foregoing now existing or hereafter created. 
1.8    Capital Allowance. "Capital Allowance" shall have the meaning set forth in
Section 13.4.2 below. 
1.9    Cruise Period. "Cruise Period" shall mean and refer to the period of time during
each calendar year of the term, commencing seven (7) days prior to date on which the first cruise
vessel is scheduled to call at the Terminal 91 Cruise Facility until seven (7) days after the date on
which the last cruise vessel is schedule to call at the Terminal 91 Cruise Facility. 
1.10   Default Rate. "Default Rate" shall mean and refer to 18% per annum or the
maximum interest rate permitted by law for this transaction in the State of Washington,
whichever is less. 
1.11   Environmental Laws. "Environmental Laws" shall mean and refer to any and all
Legal Requirements relating to the protection of human health and the environment. 
1.12   Event Activities. "Event Activities" shall mean and refer to parties, weddings,
conferences, trade shows, meetings and the like at the Terminal 91 Cruise Facility. 
1.13   Event License. "Event License" shall have the meaning set forth in Section 2.3 
below. 
1.14   Event of Default. "Event of Default" shall have the meaning set forth in Section
18.1 below. 
1.15   Event Reimbursement Agreement.  "Event Reimbursement Agreement" shall
mean and refer to the agreement between Tenant and Columbia Hospitality, Inc., an assignee of
the Port under the Event License, by which Columbia Hospitality, Inc. agreed to compensate
Tenant for wear and tear on the Pier 66 Cruise Facility and Terminal 30 Cruise Facility, the most
recent revision of which agreement was approved by the Port on or about June 29, 2012. Event
Reimbursement Agreement shall further refer to any subsequent revision and/or replacement of
the agreement applicable to the Extension Term that is approved by the Port under the new
management agreement with Columbia Hospitality, Inc., which new management agreement will
commence on January 1, 2013. 
1.16   Executive Personnel. "Executive Personnel" shall mean and refer to any officer,
director or senior executive of either Tenant or any equity owner of Tenant, including but not
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Final Draft: August 7, 2015 
limited to John Oppenheimer, Dan Blackmore, Knud Stubkjaer, and Jeff Swanson and their
successors, and any other or future employee who performs similar duties and has similar
responsibilities. 
1.17   Flow-Through Event Revenue. "Flow-Through Event Revenue" shall mean and
refer to that portion of Tenant's Gross Revenues attributable to any amounts paid to Tenant
pursuant to Section 2.3 of this Amended and Restated Agreement and associated with the Port's
use of the Event License except amounts that constitute: (i) a direct, pass-through reimbursement
of any utilities costs associated with the actual period of use under the Event License or (ii) a
reimbursement for actual, out-of-pocket costs incurred by Tenant to repair any specific damage
(i.e. not wear and tear) associated with the failure to return the portion of the Premises actually
occupied in substantially the same condition in which received. Without limiting the generality
of the foregoing, Flow-Through Event Revenue specifically includes any the payment under
numbered Paragraph 10 of the Terminal 91 portion of current Event Reimbursement Agreement.
It shall likewise include any other/further portion of "room rentals" or "net income" paid to
Tenant under the current or any future iteration of the Event Reimbursement Agreement. 
1.18   Gross Revenues. "Gross Revenues" shall mean and refer to the aggregate gross
amount of revenue derived in, on or about the Premises or from Tenant's Operations, and
whether: (i) in cash, on credit or in kind, (ii) at wholesale, at retail or otherwise, and (iii)
transacted by Tenant, by any persons, firms or corporations on Tenant's behalf, or by any
subtenants, licensees or concessionaires of Tenant (specifically including any Parking Operator),
from, in or upon the Premises. Without limiting the generality of the foregoing, Gross Revenue
specifically includes the following: 
1.18.1 All charges for parking, dockage, wharfage, demurrage, storage,
equipment rentals and passenger traffic fees attributable to the Premises; 
1.18.2 All income from the short-term rental and/or usage of the Premises or any
portion thereof; 
1.18.3 All income derived from the sale of any goods, merchandise or services of
any type or kind or in, on or about the Premises (including orders accepted by means of
electronic, telephonic, video, computer or other technology based systems from sources other
than the Premises); and 
1.18.4 Any deposit not refunded. 
Gross Revenue shall not include the following: 
1.18.5 When properly recorded and accounted for, refunds allowed to customers
because of unacceptable or unsatisfactory goods or services to the extent such refund was
actually granted and adjustment actually made; 

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1.18.6 When properly recorded and accounted for, federal, state and local excise,
sales, use or passenger taxes collected directly from customers as part of or based on the sales
price of goods and services, collected as agent for the taxing body imposing the tax and billed to
the customer as a separate item; 
1.18.7 When properly recorded and accounted for, gratuities collected by or on
behalf of employees; 
1.18.8 Any amounts received by Tenant under any of the Allowances; 
1.18.9 Any revenue from Event Activities undertaken by the Port or its assignee
pursuant to the Event License; 
1.18.10      Revenue derived from any item of expense which is passed
directly through to a third-party (e.g., the cost of security provided for the benefit of cruise ships
during port calls); provided, however, any markup on such pass-through expense shall be
included within Gross Revenue. 
1.18.11      Any revenue generated by the Port from any rights reserved to
itself under Section 2.4 below. 
1.19   Hazardous Substance.  "Hazardous Substance" shall mean and refer to any
hazardous or toxic substance, material or waste, including, but not limited to, those substances,
materials, and wastes listed in the United States Department of Transportation Hazardous
Materials Table (49 C.F.R. 172.101) or by the United States Environmental Agency as hazardous
substances (40 C.F.R. Part 302 and amendments thereto), petroleum products and their
derivatives, and such other substances, materials and wastes as are or become regulated or
subject to cleanup authority by any jurisdiction under any Environmental Laws. 
1.20   Ingress and Egress License. "Ingress and Egress License" shall have the meaning
set forth in Section 2.1.4 below. 
1.21   Legal Requirements. "Legal Requirements" shall mean and refer to all laws,
statutes and ordinances including building codes and zoning regulations and ordinances and the
orders, rules, regulations and requirements (whether now or hereafter in effect) of all federal,
state, county, city or other local jurisdiction departments, agencies, bureaus, offices and other
subdivisions thereof, or any official thereof, or of any other governmental, public or quasi-public
authority, which may be applicable to or have jurisdiction over the Premises, or the sidewalks or
streets adjacent thereto and all requirements, obligations and conditions of all instruments of
record on the date of the Agreement. Legal Requirements shall also include all applicable rules
and regulations of the Port pertaining to the Premises, whether now in existence or hereafter
promulgated, for the general safety and convenience of the Port, its various tenants, invitees,
licensees and the general public. 

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1.22   Lien.  "Lien" shall mean and refer to any mortgage, lien, security interest,
encumbrance, charge on, pledge of, conditional sale or other encumbrance on the Premises and
any Alteration, fixture, improvement or appurtenance thereto. 
1.23   Maintenance Allowance. "Maintenance Allowance" shall have the meaning set
forth in Section 13.4.1 below. 
1.24   Minimum Assured Income. "Minimum Assured Income" shall mean and refer to
the sum of two hundred and twenty-five thousand dollars ($225,000) per calendar year after
2015, which amount shall be prorated for any partial year. 
1.25   Minimum Income Credit. "Minimum Income Credit" shall have the meaning set
forth in Section 4.3 below. 
1.26   Net Operating Income.  "Net Operating Income," which will generally be
measured only ona yearly basis, shall mean and refer to Gross Revenues for the period minus: 
(i) Allowable Expenses for the period, (ii) Rent for the period, and (iii) leasehold excise tax for
the period. 
1.27   Notice of Default. "Notice of Default" shall mean and refer to written notice of
any Event of Default to Tenant. Such notice, for all purposes, shall be in lieu of, and not in
addition to, any notice required as a prerequisite to an unlawful detainer or similar action for
possession of the Premises. 
1.28   Operating Expenses. "Operating Expenses" shall have the meaning set forth in
Section 12.1 below. 
1.29   Parking Operator.  "Parking Operator" shall mean and refer to the Parking
Operator selected by Tenant pursuant to Section 8.1.8. 
1.30   Per Passenger Allowance. "Per Passenger Allowance" shall have the meaning set
forth in Section 13.4.3. 
1.31   Percentage Rent. "Percentage Rent" shall have the meaning set forth in Section
4.1. 
1.32   Permitted Encumbrances.  "Permitted Encumbrances" means any and all
encumbrances of record together with such matters that would be disclosed by a detailed
inspection and/or survey of the Premises. 
1.33   Port. "Port" or "the Port" shall mean and refer to the Port of Seattle, whose street
address for purposes of notice is 2711 Alaskan Way, Seattle, Washington 98121, Attention:
Director, Cruise & Maritime Operations and whose mailing address for purposes of notice is PO
Box 1209, Seattle, Washington 98111, Attention: Director, Cruise & Maritime Operations. A

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copy of any notice shall also be provided to Port of Seattle, Attn: Managing Director, Maritime,
2711 Alaskan Way, PO Box 1209, Seattle, WA 98111. 
1.34   Port Directed Cruise Fee Revenue. "Port Directed Cruise Fee Revenue" shall
mean and refer to that portion of Tenant's Gross Revenues attributable to the Dockage Fee and
Passenger Fee charged to passenger vessels and cruise ships under Section Four of Port of
Seattle Terminal Tariff No. 5, or any amendment or replacement thereof, as the same may be
modified or discounted in any written agreement with a cruise line(s) (e.g. the Long Term
Preferential Berthing Agreement with Carnival Lines). In the event that the Port substantially
revises the way that it charges passenger vessels and cruise ships under its terminal tariffs, "Port
Directed Cruise Fee Revenue" shall then mean that portion of Tenant's Gross Revenues
attributable to such other items that are substantially intended to replace the Dockage Fee and/or
Passenger Fee. For purposes of Tenant's Gross Revenues from the Bundled Port Fees set forth in
Item 4005 (or any amendment or replacement thereof), the Dockage Fee and Passenger Fee
component shall be as itemized and set forth in the final calculation of the Bundled Port Fee 
prepared for, and documenting the composition of, the most recent update of the Bundled Port
Fee in the terminal tariff. Port Directed Cruise Fee Revenue specifically do not include any
Gross Revenues associated with (i) the Passenger Vessels Terminal 91 Facility Surcharge, (ii)
fees associated with fresh water consumption, specifically including any hook-up fee, (iii) fees
associated with security services (whether baseline or otherwise), (iv) fees associated with
bunkering permits, (v) fees associated with Memorandum of Understanding with the Department
of Ecology or (vi) fees, other than incremental Dockage Fees, associated with any delayed
sailings. 
1.35   Premises. "Premises" shall mean and refer to the Terminal 91 Cruise Facility,
subject to the Permitted Encumbrances. 
1.36   Qualifying Person. "Qualifying Person" shall mean and refer to either: 
1.36.1 Tenant; 
1.36.2 Any equity interest owners of Tenant (including, but not limited to, SSA
Marine, Inc., General Steamship Agencies, Inc., and/or Columbia Hospitality, Inc.); 
1.36.3 Any equity interest owner in any of those persons set forth in Section
1.36.2; 
1.36.4 Any officer, director, manager, or employee in any of those persons set
forth in Sections 1.36.1, 1.36.2 or 1.37.3; and 
1.36.5 Any spouse, parent, child, sibling, aunt, uncle, niece, nephew, cousin,
grandchild, grandparent or any parent-in-law, son- or daughter-in-law, or brother- or sister-inlaw
or any person set forth in Section 1.36.4. 

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Final Draft: August 7, 2015 
1.37   Rent. "Rent" shall mean and refer collectively to sums denominated as Percentage
Rent or any other sums or charges otherwise payable by Tenant under the terms of this Amended
and Restated Agreement. Failure by Tenant to pay any sum denominated as Rent shall entitle the
Port to pursue any or all remedies specified in this Amended and Restated Agreement as well as
remedies specified in RCW Chapter 59.12 or otherwise allowed by law. 
1.38   Restatement Date. "Restatement Date" shall mean and refer to October 1, 2015. 
1.39   Revenue of Consequence. "Revenue of Consequence" shall mean and refer to that
portion of Tenant's Gross Revenues falling within Flow Through Event Revenue or Port
Directed Cruise Fee Revenue. 
1.40   Security. "Security" shall have the meaning set forth in Section 5.1 below. 
1.41   Ship Activities. "Ship Activities" shall mean and refer to all activities related to
the berthing of ships including, but not limited to, scheduling, security, passenger transportation
and concierge services, baggage operations, deliveries, and stevedoring services. 
1.42   Tenant. "Tenant" shall mean Cruise Terminals of America, LLC, whose address
for purposes of notice is 2225 Alaskan Way, Suite 100, Seattle, WA 98121. 
1.43   Tenant's Operations. "Tenant's Operations" shall mean and refer to all operations
of Tenant in the conduct of Tenant's business as a cruise terminal operator and/or all operations
on or about the Premises or conducted off the Premises and related to operations conducted on or
about the Premises. 
1.44   Term. "Term" shall have the meaning set forth in Section 3.1 below. 
1.45   Terminal 91 Access Areas. "Terminal 91 Access Areas" shall mean and refer to
those areas established by the Port, from time-to-time, for access from public roadways to the
Terminal 91 Lease Area, Terminal 91 Parking Area and/or Terminal 91 Preferential Use Area. 
Except as specifically provided in this Amended and Restated Agreement, the Port shall have
exclusive control and management of the Terminal 91 Access Areas. Without limiting the Port's
right of control and management, the Port specifically reserves the right to: (i) establish, modify
from time to time, and enforce reasonable rules and regulations governing the use of Terminal 91
Access Areas; (ii) change the area, level, location and arrangement of Terminal 91 Access Areas;
(iii) provided Tenant is not deprived of reasonable access to the Terminal 91 Cruise Facility
sufficient for Tenant's use of the Terminal 91 Cruise Facility, close all or any portion of the
Terminal 91 Access Areas; and (v) do and perform such other acts in and to the Terminal 91
Access Areas as may be reasonable with a view to the improvement of the convenience and use
thereof by the Port and tenants of any larger Terminal 91 property of which the Terminal 91
Cruise Facility is a part. 
1.46   Terminal 91 Cruise Facility. "Terminal 91 Cruise Facility" shall mean and refer
to: (i) the Terminal 91 Lease Area, (ii) for the Cruise Period each year, the Terminal 91 Parking
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Area and Terminal 91 Preferential Use Area, and (iii) the Terminal 91 Access Areas, together
with the personal property currently located or to be installed thereon. 
1.47   Terminal 91 Lease Area. "Terminal 91 Lease Area" shall mean and refer to that
portion of the Port's Pier 91 consisting of approximately two (2) acres, together with all
improvements now existing or to be constructed on that portion of the parcel. The legal 
description and precise area of the Terminal 91 Lease Area are set forth on Exhibit B. 
1.48   Terminal 91 Parking Area. "Terminal 91 Parking Area" shall mean and refer to
those portions of the Port's Terminal 91 designated by the Port from time-to-time for parking
and vehicle staging associated with the operation of the Terminal 91 Cruise Facility. The Port
shall provide Tenant with sufficient parking and truck staging areas to meet the parking
(including passenger, longshore or otherwise) and truck staging needs of the Terminal 91 Cruise
Facility. The Port shall, prior to the commencement of each Cruise Period, provide Tenant
written notice of those portions of Terminal 91 to be used as the Terminal 91 Parking Areas. 
Except to the extent that Port makes provision for, and pays any cost associated with, the
relocation of the Terminal 91 Parking Areas, the Port shall not relocate the Terminal 91 Parking
Areas during the course of any one Cruise Period. During the non-Cruise Period, the parties
acknowledge that the Terminal 91 Parking Area may constitute a portion of Terminal 91 that
would otherwise fall within the Terminal 91 Preferential Use Area. For any off-season events
requiring significant parking, Tenant shall notify the Port at least seven (7) days in advance of
the event of the estimated parking demand and the Port will identify sufficient parking areas for
the event. 
1.49   Terminal 91 Parking Area License. "Terminal 91 Parking Area License" shall
have the meaning set forth in Section 2.1.3 below. 
1.50   Terminal 91 Preferential Use Area. "Terminal 91 Preferential Use Area" shall
mean and refer to that portion of the Port's Pier 91 consisting of approximately twelve (12)
acres, having at least one thousand (1,000) lineal feet of moorage along both the east and west
sides of Pier 91, together with all improvements now existing or to be constructed on that portion
of the parcel. The legal description and precise area of the Terminal 91 Preferential Use Area are
set forth on Exhibit C. 
ARTICLE 2: LEASE; PREFERENTIAL USE; CONDITION AND USE OF PROPERTY 
2.1    Grant of Rights to Tenant. From and after the Restatement Date, and otherwise
subject to all of the provisions, covenants and agreements contained in this Amended and
Restated Agreement, the Port continues to grant to Tenant, and Tenant hereby accepts, the
following rights: 
2.1.1  Lease. The Port leases to Tenant the Terminal 91 Lease Area for the Term. 
2.1.2  Preferential Use. The Port grants to Tenant a right of preferential use on a
non-continuous, ship-by-ship basis of the Terminal 91 Preferential Use Area for the Term;
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Final Draft: August 7, 2015 
provided, however, such right of preferential use shall apply only: (i) for the Cruise Period, and
(ii) to cruise vessels and associated Ship Activities. Except as expressly provided, Tenant shall
have no other right to the Terminal 91 Preferential Use Area except as may be granted by the
Port pursuant to the terms of Terminal Tariff No. 4, Terminal Tariff No. 5 or otherwise. 
2.1.3  Terminal 91 Parking Area License.  The Port grants to Tenant an
irrevocable license (the "Terminal 91 Parking Area License") to make use of the Terminal 91
Parking Area. 
2.1.4  License for Ingress and Egress. The Port grants to Tenant an irrevocable
license for ingress and egress but no other purpose (the "Ingress & Egress License") to make use
of Terminal 91 Access Areas. In making any use of the Ingress & Egress License provided for by
this Section 2.1.4, the Tenant, its customers and their suppliers shall reasonably cooperate with
Port in satisfying the terms of any non-discriminatory security plan adopted by Port or its tenant
for the property of which the Terminal 91 Access Areas are a part. 
2.2    Condition and Use of Terminal 91 Cruise Facility. Tenant acknowledges that it
has received and accepted the Terminal 91 Cruise Facility. Tenant may use the Terminal 91
Cruise Facilities for the uses set forth in ARTICLE 7 of this Amended and Restated Agreement
so long as such uses are in conformity with all Legal Requirements affecting the Premises, and
Tenant will not, by action or inaction, take or allow any action or thing which is contrary to any
legal or insurable requirement or which constitutes a public or private nuisance or waste. 
2.3    Irrevocable License for Event Activities. Tenant continues to grant to the Port an
irrevocable, assignable license (the "Event License") to make use of the Terminal 91 Cruise
Facility for Event Activities. In the exercise of the rights granted under the Event License, the
Port or its assignee: 
2.3.1  Shall not materially interfere with any Ship Activities, it being understood
between the Parties that Ship Activities shall have priority over Event Activities; 
2.3.2  Shall return that portion of the Premises actually occupied in substantially
the same condition in which received; 
2.3.3  Shall reimburse Tenant (to the extent paid by Tenant) for the reasonable
cost of any utilities consumed in the enjoyment of the Event License without markup of any
kind; and 
2.3.4  Shall provide commercial general liability insurance, including liquor
liability coverage, against claims for injury or death to persons or damage to property occurring
on or about that portion of the Premises actually occupied in an amount not less than $2,000,000
combined single limit for each occurrence. Notwithstanding Section 11.6.1, this insurance shall,
to the extent of the limits set forth in this Section 2.3.4, be primary and non-contributory with
any insurance carried by Tenant pursuant to Section 11.2.1. 

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Final Draft: August 7, 2015 
In the event of the Port or its assignee makes use of the Event License, any and all applicable
charges deriving from and/or revenues attributable to such use shall accrue to the benefit of, and
shall be billed and retained by, the Port. Except as either: (i) specifically provided in this
Amended and Restated Agreement, or (ii) set forth in the Event Reimbursement Agreement, 
Tenant shall not charge the Port or its assignee any fee associated with the use of the Event
License. 
2.4    Port Use of Terminal 91 Preferential Use Area, Parking Area and Access Area. 
Except to extent the use of the Terminal 91 Preferential Use Area, Terminal 91 Parking Area or
Terminal 91 Access Area is expressly granted to Tenant under, respectively, Sections 2.1.2,
2.1.3, and 2.1.4, the Port reserves to itself all right of use of the Terminal 91 Preferential Use
Area, Terminal 91 Parking Area and Terminal 91 Access Area for any purposes whatsoever. Any 
and all applicable charges deriving from and/or revenues attributable to such use shall accrue to
the benefit of, and shall be billed and retained by, the Port. 
2.5    Rights Reserved to the Port. Tenant acknowledges that Tenant's right to utilize
the Premises shall at all times remain subject to the Port's reserved right described in Sections
2.3, 2.4, 19.6 and 22.7. 
ARTICLE 3: TERM 
3.1    Term. The Term of this Amended and Restated Agreement shall continue from
the Restatement Date until December 31, 2019. 
ARTICLE 4: RENT 
4.1    Percentage Rent. For and in consideration of Tenant's rights in the Pier 91 Cruise
Facility, Tenant shall pay to the Port percentage fees (collectively "Percentage Rent") as follows: 
4.1.1  Percentage of Port Directed Cruise Fee Revenue. Tenant shall pay the Port
a portion of the Port Directed Cruise Fee Revenue as set forth below. 
For the Tenant's Rights In                       Percentage of Port Directed
Cruise Fee Revenue 
Terminal 91 Lease Area, and Terminal 91 Parking Area   26.4% 
Terminal 91 Preferential Use Area                 61.6% 
Pursuant to Section 4.4, the amounts associated with the Terminal 91 Lease Area and the
Terminal 91 Parking Area are considered Contract Rent subject to Leasehold Excise Tax and the
amounts associated with the Terminal 91 Preferential Use Area are not considered Contract Rent
subject to Leasehold Excise Tax. 
4.1.2  Percentage of Flow-Through Event Revenue. Tenant shall pay the Port
twenty-five percent (25%) of Flow-Through Event Revenue. Pursuant to Section 4.4, this portion

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of the Percentage Fee is attributable to the Terminal 91 Lease Area and is subject to Leasehold
Excise Tax. 
4.1.3  Payment of Percentage Rent. The Percentage Rent shall be paid monthly,
with respect to Revenue of Consequence made during the month, within fifteen (15) days after
the end of each calendar month; provided, however, Percentage Rent for the months of May and
June each year shall be due within thirty (30) days (and not fifteen days) after the end of the
month of May and June, respectively. Together with remittance of Percentage Rent, Tenant shall
submit a written report in a form acceptable to the Port wherein Tenant shall set forth the number
of cruise passengers for the month, the Revenue of Consequence for the month and the
Percentage Rent, if any, due for such month. Tenant or an officer of Tenant shall certify that the
report is a true and correct statement of the Revenue of Consequence. 
4.2    Annual Reconciliation. Within thirty (30) days after the end of each calendar year
during the Term of this Amended and Restated Agreement or after the expiration of sooner
termination thereof, Tenant shall have verified with each cruise line having called at the 
Terminal 91 Cruise Facility (and for the calendar year 2015 report, the Pier 66 Cruise Facility (as
defined in the Agreement)) during the year the total number of cruise passengers for the year,
broken down by vessel. Tenant shall further, based on that verified figure, compute the total
amount of Gross Revenue, Allowable Expenses and Net Operating Income for such calendar
year, but Tenant shall specifically not be required to report these amounts unless it claims the
Minimum Income Credit. Subject to Tenant's potential claim of the Minimum Income Credit,
Tenant shall within said thirty-day period, submit to the Port a reconciled report reflecting the
total number of cruise passengers for the calendar year, the total Revenue of Consequence for the
year, and the total amount of Percentage Rent due for the calendar year, and, if the total amount
of Percentage Rent due for such calendar year is less than the total Percentage Rent paid for such
year, Tenant shall pay the Port any deficiency. If the total amount of Percentage Rent paid for
such calendar year exceeds the total Percentage Rent due for such calendar year and Tenant is
not otherwise in default, then the Port shall credit such excess to the payment of any Percentage
Rent and or other sums which may thereafter become due to the Port; provided, however, upon
expiration or sooner termination of this Amended and Restated Agreement, if Tenant has
otherwise complied with all other terms and conditions of this Amended and Restated
Agreement, the Port shall refund such excess to Tenant. 
4.3    Contingent Rent Credit for Minimum Income. In the event that Tenant's annual
Net Operating Income, as calculated pursuant to Section 4.2, is less than the Minimum Assured
Income, Tenant shall be entitled to a credit (the "Minimum Income Credit") as set forth in this
Section. 
4.3.1  Amount of Credit. The credit shall be equal to the amount by which
Tenant's annual Net Operating Income is less than the Minimum Assured Income. If the credit is
applicable, thirty percent (30.00%) of the credit amount shall be applied against those items of
Rent treated as Contract Rent and seventy percent (70.00%) shall be applied against those items
of Rent not treated as Contract Rent. 

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4.3.2  Audit Required. In the event that Tenant believes it is entitled to take the
Minimum Income Credit, it shall promptly (and in no event later than the date for submission of
the annual reconciliation under Section 4.2) notify the Port of this fact and the expected amount
of the credit. The Port shall then promptly commission an audit of Tenant's books and records to
determine whether Tenant's Net Operating Income is below the Minimum Assured Income. The
audit may be conducted by the Port's internal audit staff or a third-party certified public
accountant contracted to the Port. As part of the audit, the selected auditor will specifically test
Tenant's compliance with the terms of this Amended and Restated Agreement, specifically
including those provisions related to payment to Affiliates and Qualified Persons under Section
1.5.14; provided, however, the parties agree that Tenant shall (notwithstanding Section 1.5.14)
only be required to identify those Affiliates or Qualified Persons with whom it intends to
contract prior to each cruise season and that determination of whether the amount charged for
such services are reasonable shall, unless Tenant specifically requests otherwise at the time the
list of Affiliates and/or Qualified Persons is submitted, be assessed at the time of the audit.
Tenant shall reasonably cooperate with the audit and shall be responsible for 50% of the cost of
the audit, which amount shall not be an Allowable Expense; provided, however, Tenant's share
of the cost of the audit shall in no event exceed $25,000. 
4.3.3  Taking Rent Credit. Pending the completion of the audit, and thereafter
only to the extent the audit determines that Tenant is entitled to the Minimum Income Credit,
Tenant shall be entitled to take the Minimum Income Credit against any additional Percentage
Rent due at the time that Tenant submits the Annual Reconciliation required by Section 4.2. In
the event that application of the Minimum Income Credit results in Tenant's having paid
Percentage Rent for a calendar year in excess of the amount Percentage Rent due for such
calendar year, the Port shall, if Tenant is not otherwise in default in any material respect under
the terms of this Amended and Restated Agreement, credit such excess to the payment of any
Percentage Rent which may thereafter become due to the Port; provided, however, upon
expiration or sooner termination of this Amended and Restated Agreement, if Tenant has
otherwise complied in all material respects with all other terms and conditions of this Amended
and Restated Agreement, the Port shall refund such excess to Tenant. 
4.4    Contract Rent. The Port and Tenant agree that the amounts associated with the
Terminal 91 Lease Area and Terminal 91 Parking Area shall be "Contract Rent," as that term is
defined in Chapter 82.29A of the Revised Code of Washington and Chapter 458-29A of the
Washington Administrative Code, for the rights of possession and use of publicly owned real and
personal property granted by this Amended and Restated Agreement. All amounts associated
with the Terminal 91 Preferential Use Area shall be consideration for rights less than possession
and/or use of publicly owned real and personal property. By approving the terms of this
Amended and Restated Agreement in an open public meeting, it is the intention of the Port to
declare that the "Contract Rent" as set forth in this Section 4.4 was the maximum amount
attainable for the rights and responsibilities set forth in this Amended and Restated Agreement,
considering alternative uses for the Premises, and considering the condition, and any restrictions
on the use, of the Premises. All percentage amounts set forth in Section 4.1 shall be exclusive of
any Leasehold Excise Tax due on such amounts, even if it may subsequently be determined that

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Final Draft: August 7, 2015 
any amount excluded from Contract Rent under this Section is, in fact, subject to Leasehold
Excise Tax. 
4.5    Records. Tenant shall keep true and accurate accounts, records, books and data,
which shall show all Gross Revenues and Allowable Expenses from Tenant's Operations. Tenant
further agrees to keep in the Seattle area, books and records in accordance with good accounting
practice, and such records as the Port may request. The duplicate invoices, any and all other
books and records of Tenant as aforesaid, shall be open for inspection by authorized
representatives of the Port at all reasonable times during business hours; provided, however, the
Port shall have only have the right to inspect those records (i) relevant to the Revenue of
Consequence or (ii) necessary to reasonably determine Tenant's compliance with the nonrevenue
requirements of this Amended and Restated Agreement unless, until and for any year in
which Tenant claims the Minimum Income Credit. In the event Tenant's records are not kept in
the Seattle area, they shall be made available to the Port for inspection within five (5) business
days. 
4.6    Audit. 
4.6.1  Tenant shall maintain during the term of this Amended and Restated
Agreement all books of account and records customarily used in this type of operation, and as
may from time to time be required by the Port, in accordance with generally accepted accounting
principles, and for such period of time thereafter as provided herein unless otherwise approved
by the Port. The Port shall be permitted to audit and examine all such records and books of
account relating to the operation of Tenant's Operations but only to the extent (i) relevant to the
Revenue of Consequence or (ii) necessary to reasonably determine Tenant's compliance with the
non-revenue requirements of this Amended and Restated Agreement unless, until and for any
year in which Tenant claims the Minimum Income Credit. Tenant shall not be required to
maintain such enumerated records for more than three (3) years after the end of each twelve (12)
month period. All such documents shall be made available for audit locally within five (5)
business days or Tenant shall pay in full, any travel and related expenses of Port representative(s)
to any location out of the Seattle area. 
4.6.2  The cost of any audit (other than one under Section 4.3.2) shall be borne 
by the Port unless the results of such audit reveals an understatement of Percentage Rent of more
than two percent (2%) reported for any twelve (12) month period. In the event of such
discrepancy, the full cost of the audit shall be borne by the Tenant, and Tenant shall promptly
pay all additional fees owing to the Port. In addition, Tenant shall pay the Port interest on all
sums due hereunder at the Default Rate, from the date due until paid. If, through the process of
the audit, Tenant has overpaid the Port a credit will be issued after deducting the costs of the
audit. 
4.7    Annual Plan. Not later than August 1 of each year thereafter (with an initial draft
no later than July 1), Tenant shall submit to the Port an annual plan for the Premises for the
following calendar year. The annual plan must provide reasonable estimates of Revenue of
Consequence. The annual plan will also include a narrative description of the proposed
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Final Draft: August 7, 2015 
operations and security program. To the extent that Tenant expects to make use of any portion of
the Maintenance Allowance, the Capital Allowance or the Per Passenger Allowance during the
calendar year, the annual plan must also include a breakdown of all proposed
projects/expenditures from the Maintenance Allowance, the Capital Allowance and/or the Per
Passenger Allowance (other than for unexpected items arising during the course of the calendar
year) for the Port's review and approval. The annual plan will be Tenant's best estimate of
operations for the following calendar year and the parties recognize that actual results may vary
from the annual plan. 
4.8    Additional Responsibility. In addition to the Percentage Rent described in Section
4.1, Tenant covenants and agrees to pay the following: (a) taxes as set forth in ARTICLE 10; (b)
insurance costs as set forth in Section 11.2; (c) Operating Expenses as set forth in Section 12.1;
(d) utility charges as set forth in Section 12.2; (e) maintenance and repair expenses as set forth in
ARTICLE 13 and (f) any other cost or expense associated with Tenant's Operations on or
occupation of the Premises, of whatever description, and whether imposed in the first instance on
the Port or Tenant. In the event that the Port pays any of these amounts in the first instance or
provides any services to Tenant for which Tenant is financially responsible, Tenant shall
reimburse the Port for such amounts, and such reimbursement shall become due within thirty
(30) days of invoice by the Port unless otherwise provided and shall be paid to the Port without
deduction, set-off or abatement whatsoever. 
4.9    Remittance Address. Any and all payments due to the Port by Tenant shall be
remitted to the following address: Port of Seattle, PO Box 24507, Seattle, WA 98124-0507, or at
such other place as the Port may direct in writing. 
4.10   Late Payment. If any payment of Rent is not received by the Port within ten (10)
days of when due, Tenant shall pay to the Port a late payment charge equal to five percent (5%)
of the amount of such delinquent payment of Rent in addition to the installment of Rent then
owing, regardless of whether or not a Notice of Default has been given by the Port. In addition, if
such delinquent payment of Rent and late charge are not received within fifteen (15) days of
when such delinquent payment of Rent was originally due, Tenant shall further pay interest on
such delinquent payment of Rent and late charge thereafter at the Default Rate. The Port and
Tenant recognize that the damages which the Port will suffer as a result of Tenant's failure to
timely pay Rent are difficult or impracticable to ascertain, and agree that said interest and late
charge are a reasonable approximation of the damages that the Port will suffer in the event of
Tenant's late payment. This provision shall not relieve Tenant from payment of Rent at the time
and in the manner herein specified. Acceptance by the Port of any such interest and late charge
shall not constitute a waiver of Tenant's default with respect to said overdue amount, nor shall it
prevent the Port from exercising any other rights or remedies available to the Port. 
ARTICLE 5: BOND OR OTHER SECURITY 
5.1    Security. After the Restatement Date, Tenant shall continue to maintain a good
and sufficient corporate surety company bond, irrevocable stand-by letter of credit, cash deposit
or other security in an amount equal to three hundred thousand dollars ($300,000.00) (hereinafter
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Final Draft: August 7, 2015 
referred to as "Security"), to secure Tenant's full performance of this Amended and Restated
Agreement, including the payment of all fees and other amounts now or hereafter payable to the
Port hereunder. The amount, form, provisions and nature of the Security, and the identity of the
surety or other obligor thereunder, shall at all times be subject to the Port's approval. The
Security shall remain in place at all times throughout the full term of this Amended and Restated
Agreement and throughout any holdover period. If the Security is in a form that periodically
requires renewal, Tenant must renew the Security not less than 45 days before the Security is
scheduled to expire. No interest shall be paid on the Security and the Port shall not be required to
keep the Security separate from its other accounts. No trust relationship is created with respect to
the Security. 
5.2    Return of Security. The Security is a part of the consideration for execution of this
Amended and Restated Agreement. If Tenant shall have fully performed all terms and conditions
of this Amended and Restated Agreement, any cash deposit security shall be paid to Tenant
within thirty (30) days following the termination (or expiration) date without interest; otherwise
the Port shall, in addition to any and all other rights and remedies available under this Amended
and Restated Agreement or at law or equity, retain title thereto. 
5.3    Application of Security. The Port may apply all or part of the Security to unpaid
rent or any other unpaid sum due hereunder, or to cure other defaults of Tenant. If the Port uses
any part of the Security, Tenant shall restore the Security to its then-currently required amount
within fifteen (15) days after the receipt of the Port's written request to do so. The retention or
application of such Security by the Port pursuant to this Section does not constitute a limitation
on or waiver of the Port's right to seek further remedy under law or equity. 
ARTICLE 6: ALTERATIONS; OWNERSHIP OF CERTAIN INSTALLATIONS 
6.1    Alterations. Tenant shall make no alterations or improvements to or upon the
Premises or install any fixtures (other than trade fixtures, business equipment or furnishings that
can be removed without injury to the Premises) (collectively, "Alterations") without first
obtaining written approval from the Port and subject to any and all conditions in such approval. 
6.2    Alterations Related to Security. Notwithstanding anything to the contrary in
Section 6.1, Tenant shall, at its sole cost and expense, be obligated to provide any necessary
Alterations required to satisfy any security requirement related to cruise vessel Ship Activities
and imposed by the United States Federal Investigative Services, Coast Guard, Transportation
Security Administration or any other governmental agency responsible for security, and the Port
agrees that it will not unreasonably withhold or condition its consent to such Alterations. In the
event that the cost required to satisfy any new security requirement (or integrated group of
security requirements imposed as part of a single governmental agency action) is expected to
exceed the sum of two hundred thousand dollars ($200,000.00), the Port and Tenant shall, at
Tenant's request, meet to discuss the implementation and funding of such Alteration(s). In the
event that such required Alteration(s) would materially impact Tenant's cash flows (such that
Tenant may be required to borrow substantial working capital to complete such Alterations) or
financial results (after considering use of the Allowances and application of the rent credits
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Final Draft: August 7, 2015 
provided under Section 4.3) and the Port is unwilling to make any accommodation to Tenant
regarding the performance of such Alterations, Tenant may terminate this Amended and Restated
Agreement on sixty (60) days advance notice to the Port. 
6.3    Requirements for All Alterations. Any Alteration shall be performed (i) in a good
and workmanlike manner, (ii) in compliance with all Legal Requirements, and (iii) in a manner
that will not unreasonably interfere with or disturb the Port or its tenants. 
6.4    Ownership. In the event Tenant makes any Alterations (other than the installation
of trade fixtures, business equipment or furnishings that can be removed without injury to the
Premises), they shall at once become a part of the realty and/or become the property of the Port. 
Tenant shall retain ownership of all trade fixtures, business equipment and furnishings from time
to time installed by Tenant at its expense; provided, however, any trade fixtures, business
equipment, furnishings or any other equipment funded by any of the Allowances shall be the
property of the Port. Tenant may remove any of such fixtures, equipment or furnishings the
ownership of which is retained by Tenant at any time during the Term and shall remove all
thereof prior to the expiration of the Term. Any such property not removed at the expiration of
the Term shall, at the election of the Port, become the property of the Port without payment to
Tenant, or be deemed abandoned and removed by the Port, at Tenant's expense. Upon any
removal of such property, Tenant shall promptly repair any and all damage to the Premises
caused thereby and reimburse the Port for its costs and expenses in removing any such property
not removed by Tenant and repairing any such damage not repaired by Tenant; this covenant
shall survive the termination of this Amended and Restated Agreement. 
ARTICLE 7: USE 
7.1    Use of Premises. Subject to and in accordance with all present and future Legal
Requirements, Tenant covenants and agrees that it shall use the Premises as a cruise terminal and
for other uses acceptable to the Port in its reasonable judgment. Tenant will actively work to
attract, promote and facilitate cruise traffic. Port and Tenant acknowledge and agree that the
objective of the Port and the Tenant is to maximize the revenue generated from activities on the
Premises and that uses in addition to the operation of a cruise facility will be required to do so. 
Notwithstanding the foregoing, Tenant shall not be permitted to use any portion of the Terminal
91 Preferential Use Area for purposes other than cruise Ship Activities. Tenant may not, under
any circumstances, use the Premise for any "industrial activity" as that term is used in the
Washington State Department of Ecology's Stormwater Management Manual for Western
Washington (August 2001), as it now exists or may subsequently be revised. 
7.2    General Standards Governing Use. 
7.2.1  Tenant shall not use or occupy or permit the Premises or any part thereof
to be used or occupied, not do or permit anything to be done in or on the Premises, in whole or in
part, in a manner which would in any way (i) violate any present or future Legal Requirements,
or (ii) violate any of the covenants, agreements, provisions and conditions of this Amended and
Restated Agreement, or (iii) violate the certificate of occupancy then in force with respect
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Final Draft: August 7, 2015 
thereto, or (iv) may make it difficult for either the Port or Tenant to obtain fire or other insurance
required hereunder, or (v) as will constitute a public or private nuisance. 
7.2.2  Tenant shall not use or occupy or permit the Premises to be used or
occupied, in whole or in part, in a manner which, in the Port's reasonable judgment, may or
tends to, impair or interfere with (i) the character, reputation or appearance of the Premises or the
Port; or (ii) the use of any other Port property, or occasion discomfort, inconvenience or
annoyance to, the Port or any of its tenants or occupants of any adjacent property. 
7.3    Signs. No signs or other advertising matter, symbols, canopies or awnings shall be
attached to or painted on or within the Premises, including the walls, windows and doors thereof,
without the prior written approval of the Port. At the termination or sooner expiration of this
Amended and Restated Agreement, all such signs, advertising matter, symbols, canopies or
awnings attached to or painted by Tenant shall be removed by Tenant at its own expense, and
Tenant shall repair any damage or injury to the Premises and correct any unsightly condition
caused by the maintenance and removal of said signs, etc. 
ARTICLE 8: TENANT'S OPERATION OF PREMISES 
8.1    Ship Activities. Except to the extent arising under the Port's right of Secondary
Use, Tenant shall manage and coordinate all Ship Activities at the Premises in a manner that
supports the growth of cruise business in Seattle, including: 
8.1.1  Scheduling. Process all berth applications for the Premises for cruise ships. 
The Port shall, pursuant to Section 9.2, be responsible for approving all applications for
homeport cruise ship applications. Subject to the Port's berthing policy, Tenant shall be
responsible for approving all port-of-call cruise ship and non-cruise ship applications. Tenant
shall maintain an on-line, up-to-date ship schedule that shall be accessible to (but not modifiable
by) the Port at all times. 
8.1.2  Security. Manage the security operations at the Premises on cruise ship
days, as necessary. This will include, as necessary, security staff who will provide security
guards and security equipment operators for terminal security together with any commissioned
police officers. In addition, in the event that the United States Federal Investigative Services,
Coast Guard, Transportation Security Administration or any other governmental agency
responsible for security imposes any material obligation for waterside security in connection
with cruise vessel Ship Activities, Tenant shall be responsible, at its cost, for arranging for such
security. 
8.1.3  Passenger Transportation and Concierge Services. Coordinate with the
cruise line tour operator all passenger movement within and through the Premises, ground
transportation outside the Premises, including off-site staging areas, during disembarkation and
embarkation, and concierge services for passengers. 

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8.1.4  Baggage Operations. Coordinate ship passenger luggage within the cruise
terminal facilities. 
8.1.5  Deliveries. Coordinate deliveries of provisions, stores and freight with
port agent and stevedore company. 
8.1.6  Stevedoring Services.  Tenant shall engage the stevedoring services
provider for all terminal handling, which shall include equipment, labor and the movement of
luggage between the terminal and the dock, provided, however, the rates and charges for these
terminal handling services shall at all times match industry standards. Tenant shall accommodate
the vessel stevedoring services provider(s) selected by the respective cruise lines or their agents. 
8.1.7  Hospitality Services. Coordinate all hospitality services, including food
and beverage service, to passengers and guests on cruise ship days. 
8.1.8  Parking. Tenant shall be responsible for all parking, whether passenger,
longshore, guest or otherwise, associated with cruise Ship Activities at the Terminal 91 Cruise
Facility. To the extent any courtesy shuttling, whether of passengers, longshore or otherwise, is
required, Tenant shall also provide all such service. 
8.1.8.1 Tenant may select a parking operator (the "Parking Operator") to
operate the parking and undertake all parking operations and/or parking services at the Terminal
91 Cruise Facility. The agreement with the Parking Operator shall be subject to the Port's
reasonable approval; provided, however, to the extent that the Port approved any agreement with
a Parking Operator prior to the Restatement Date, Tenant shall not be required to again obtain an
approval for that agreement after the Restatement Date. 
8.1.8.2 Tenant shall, directly or through the Parking Operator, provide at
then-prevailing market rates all parking services associated with cruise ship activities at the
Terminal 91 Cruise Facility. Except to the extent permitted by the Port in writing, the Terminal
91 Cruise Facility shall be operated as a self-park facility. To the extent necessary for smooth
and efficient operation of parking at the Terminal 91 Cruise Facility, passengers shall be required
to pre-pay for their parking. To the extent Tenant does not obtain pre-payment for parking,
Tenant shall ensure smooth and efficient payment following the passengers' return to the
parking. 
8.1.8.3 Tenant shall also provide, within the Terminal 91 Parking Area,
sufficient parking spaces for use by the stevedores participating in cruise Ship Activities at no
cost to the stevedores, and sufficient spaces for use by the United States Customs and Border
Protection Service and the Immigration and Naturalization Service at no cost to either. 
8.2    Traffic Control and Directional Signage. The Port shall, as part of the construction
of the Terminal 91 Cruise Facility, provide sufficient directional signage for the location and
efficient operation of all vehicle operations associated with cruise Ship Activities. Unless as a
result of a major relocation of the Terminal 91 Access Area and/or Terminal 91 Parking Area,
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Final Draft: August 7, 2015 
any revisions to or replacements of such signage shall be the responsibility of Tenant. To the
extent necessary, Tenant shall also provide sufficient staff to ensure the orderly flow of traffic on
and over the Terminal 91 Cruise Facility. 
8.3    Event Activities. Tenant shall coordinate with the Port, or its assignee, in the
exercise of rights granted under the Event License. Tenant shall specifically cooperate with the
Port, or its assignee, to ensure that the portion of the Premises being used for Event Activities is
in good condition and repair and that all building systems (including, but not limited to,
electrical, HVAC, elevator/escalator, etc.) are operational and available for use in connection
with the Event Activities. 
8.4    Contracts for Goods and Services. Although Tenant has no authority whatsoever
to enter into contracts on the Port's behalf or bind the Port, all contracts for acquisition of any
furniture, fixtures, equipment and/or services provided to the Premises and necessary for the
operation of the Premises as a cruise terminal shall contain a provision: (i) that the Port of Seattle
is a third-party beneficiary of  the agreement, (ii) that all representations, warranties and
guaranties are fully assignable to the Port of Seattle, and (iii) that the contract may be assigned to
and assumed by the Port of Seattle in the event of termination of this Amended and Restated 
Agreement. 
8.5    Billing. Tenant shall undertake all commercially reasonable efforts necessary to
collect, all amounts chargeable to or collectible from third parties for the use of the Facility. All
amounts billed for dockage, wharfage, passenger fees, fresh water and other terminal fees shall
be as set forth in the Port's Terminal Tariff Number 4 and Number 5, as applicable (and as
amended from time to time), unless otherwise agreed by the Port in writing. 
8.6    Continuous Operations.  During the term of this Amended and Restated
Agreement, Tenant shall continuously conduct the business of operating and promoting the use
of the Premises for ship operations and other approved uses. 
8.7    Tours. Tenant shall coordinate all media, travel agent and VIP tours with tour
operator, port agent, security, Port staff and cruise line representatives. 
8.8    Marketing. Tenant will assist the Port in marketing the Facility to additional
cruise ship operators, but the Port will have primary responsibility. 
8.9    Cap on Markup for Security Services. The Port and Tenant agree that Tenant shall
not be permitted to charge a markup on third-party security services (whether included in any
bundled rate or charged as a separate line item) in excess of fifteen percent (15%). The Port and
Tenant further agree that the charges for security services intended to recover the cost of Port
and/or Tenant provided security services (e.g. reimbursement amounts for X-ray machines and
magnetometers) shall be reasonable in light of the cost of acquisition, operation, maintenance,
repair and replacement. The Port and Tenant agree that compliance with these requirements shall
be conclusively determined by the Parties on a year-by-year basis as part of the annual exercise
by the Port of establishing the bundled cruise fee amounts. 
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8.10   Continued Confirmation Of Previous Letter Agreements. 
8.10.1 Understanding Regarding Pass-Through Items in Light of Bundled Fee.
As set forth in that certain letter dated March 24, 2009, the Port and Tenant recognize that the
Port's shift to "bundled" fees in 2008 made it significantly more difficult to account for those
items properly excluded from Allowable Expenses and Gross Revenues under, respectively,
Sections 1.3.18 and 1.18.10 of this Amended and Restated Agreement as "pass-throughs."
Tenant may properly exclude from Allowable Expenses and Gross Revenues the amounts
actually paid for those portions of any security services provided by third parties, the fee for
fresh water hook-up and fire department fee for bunkering permit, all of which fees would
otherwise have been separately stated and paid. This exclusion does not, however, apply to any
markup on these items or the collection of any amounts in excess of the actual pass-through
expense amount based on the fact that the cruise ships passenger loads frequently exceed one
hundred percent of lower berth capacity, on which percentage the per-passenger amount included
in the bundled fee is based. 
8.10.2 Understanding Regarding Terminal 91 Facility Surcharge. As set forth in
that certain letter dated April 29, 2009, the Port and Tenant agree that Tenant shall be obligated
to collect the Passenger Vessel Terminal 91 Surcharge as set forth the Port's Terminal Tariff No.
5 (or any amendment or successor thereto), that this surcharge shall not be included within either
Gross Revenues or Allowable Expenses, and that Tenant shall remit the surcharge to the Port
without offset, reduction or other handling charge. Furthermore, in the event that the Port in the
future implements a similar charge that is intended to defray the cost of specific
investments/improvements by the Port and which is imposed in addition to, and not in lieu of,
dockage, passenger and/or bundled fees for cruise lines, the same rule shall apply. 

8.10.3 Understanding Regarding Licensee Revenue. As set forth in that certain
letter dated May 7, 2012, the Port and Tenant recognize that Tenant regularly grants
licenses/permits for third parties to operate from the Terminal 91 Cruise Facility where the
services provided by those vendors are primarily provided as a customer convenience and not to
fulfill any of Tenant's basic obligations under this Amended and Restated Agreement. As a
result, the Port and Tenant expressly agree that any revenues generated by such vendors, as set
forth annually on a list submitted by Tenant and approved by the Port shall, notwithstanding
Sections 1.18 and 1.18.3 of this Amended and Restated Agreement, not be included within
Tenant's Gross Revenues. Instead, only the license/permit fee paid by such vendors shall be
included within Gross Revenues as provided by Section 1.18.2 of this Amended and Restated 
Agreement. 
ARTICLE 9: PORT OBLIGATIONS RESPECTING TENANT OPERATIONS 
9.1    Tariff Rates. The Port shall be responsible for determining the rates for dockage,
wharfage, passenger fees, fresh water and other terminal charges as set forth in the Port's tariffs,
which may be revised or replaced from time to time. At the Port's discretion in consultation with
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Final Draft: August 7, 2015 
Tenant, the Port shall also have the ability to deviate from charges set forth in the Port's
Terminal Tariff Number 4 and Number 5 for specific customers and/or transactions. The Port
shall also reasonably consider, and respond within two business days to, any request provided in
the manner for notice from Tenant to deviate from the charges set forth in the Port's Terminal
Tariff Number 4 and 5 in order to induce or retain business at the Premises and if the Port fails to
respond within the time provided, it shall be deemed to have assented to Tenant's request. 
9.2    Marketing. The Port shall be primarily responsible for marketing the Premises for
cruise ship activities and approving all berth applications for home-port cruise vessels. The Port
shall, concurrent with its annual budgeting process, prepare a marketing plan and budget for the
Premises. The Port shall reasonably consult with Tenant in the preparation of the marketing plan
but shall retain sole discretion as to the content of, and budget for, the marketing plan. 
9.3    Public Relations. The Port shall be responsible for all public affairs and
community relations relating to the Premises. This shall include handling all press inquiries
related to the Premises and its operations and issuing any press releases necessary or beneficial
for the operation of the Premises. This shall also include attending all meetings related to, and
coordinating all information necessary for, events such as Seafair, Maritime Week, etc. The Port
shall not, however, be responsible for performing any public affairs or community relations for
or on behalf of Tenant. 
ARTICLE 10: REAL AND PERSONAL PROPERTY TAXES 
10.1   Payment of Real Property Taxes by Tenant. Tenant shall be liable for, and shall
pay throughout the term of this Amended and Restated Agreement, all license and excise fees
payable for, or on account of, the activities conducted on the Premises and all taxes on the
property on the Premises and any taxes on the Premises and/or on the leasehold interest created
by this Amended and Restated Agreement and/or any taxes levied in lieu of a tax on said
leasehold interest and/or any taxes levied on, or measured by, fees payable hereunder, whether
imposed on Tenant or on the Port. Tenant shall reimburse the Port for all such taxes paid or
payable by the Port. With respect to any such taxes payable by the Port that are on or measured
by the rent or fee payments hereunder, Tenant shall pay to the Port with each rent or fee payment
an amount equal to the tax on, or measured by that particular payment. All other tax amounts for
which the Port is or will be entitled to reimbursement from Tenant shall be payable by Tenant to
the Port at least fifteen (15) days prior to the due dates of the respective tax amounts involved;
provided, that Tenant shall be entitled to a minimum of ten (10) days' written notice of the
amounts payable by it. 
10.2   Tenant's Personal Property Taxes. Tenant shall pay or cause to be paid, prior to
delinquency, any and all taxes and assessments levied upon all trade fixtures, inventories and
other real or personal property placed or installed in and upon the Premises by Tenant. If any
such taxes on Tenant's personal property or trade fixtures are levied against the Port or the Port's
property, and if the Port pays the taxes based upon such increased assessment, Tenant shall, upon
demand, repay to the Port the taxes so levied. 

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Final Draft: August 7, 2015 
ARTICLE 11: INDEMNITY AND INSURANCE 
11.1   Indemnity. The Port, its employees and agents will not be liable for any injury
(including death) to any persons or for damage to any property regardless of how such injury or
damage was caused, sustained, or alleged to have been sustained by Tenant or by others,
including but not limited to all persons directly or indirectly employed by Tenant, or any agents,
contractors, or subcontractors of Tenant, as a result of any condition (including existing or future
defects in the Premises) or occurrence (including failing or interruption of utility service)
whatsoever related in any way to the Premises, or related in any way to Tenant's use of the
Premises, except to the extent caused by or resulting from the Port's reckless acts or gross
negligence. Except to the extent the Port has waived its right of recovery, Tenant shall defend
(with counsel approved by the Port), indemnify, and hold harmless the Port, its employees and
agents from any and all loss, damages and expenses (including attorneys' fees, costs and
expenses of litigation) for or from: (a) any activity, work or thing done, permitted or suffered by
Tenant in or about the Premises or out of the use or occupancy of the Premises by Tenant or any
licensee, assignee or concessionaire of Tenant; and (b) any accident, injury, death or damage
whatsoever caused to any party in or about the Premises or upon the sidewalks adjacent thereto,
whether or not caused by the negligence of Tenant or any third party; (c) any fault or negligence
by Tenant or any licensee, assignee or concessionaire of Tenant or of any officer, agent,
employee, guest or invitee of any such person; and (d) any failure on Tenant's part to comply
with any of the covenants, terms and conditions contained in this Amended and Restated
Agreement. Tenant agrees that the foregoing indemnity specifically covers actions brought by its
own employees, and thus Tenant expressly waives for the benefit of the Port but not for the
benefit of any third parties including employees of Tenant its immunity under industrial
insurance (including Title 51 RCW) as necessary to effectuate this indemnity. Notwithstanding
the foregoing, to the extent that RCW 4.24.115 is deemed to apply to any indemnification
obligation arising under this Section 11.1 (and only to that extent), in the event of the concurrent
negligence of Tenant, its subtenants, licensees, assignees, concessionaires, agents, employees, or
contractors on the one hand and the negligence of the Port, its agents, employees or contractors
on the other hand, Tenant's obligation to indemnity the Port as set forth in this Section 11.1 shall
be limited to the extent of Tenant's negligence and that of Tenant's officers, sublessees,
assignees, agents, employees, contractors or licensees, including Tenant's proportional share of
costs, court costs, attorneys' fees, consultants' fees and expenses incurred in connection with any
claim, action or proceeding brought with respect to such injury or damage. 
11.2   Insurance. Tenant shall obtain and keep in force, at its sole cost and expense,
during the Term of this Amended and Restated Agreement the following types of insurance, in
the amounts specified and in the form hereinafter provided for: 
11.2.1 Liability Insurance. Tenant shall obtain and keep in force during the Term
of this Amended and Restated Agreement  a marine general liability policy of insurance
protecting Tenant and the Port, as an additional insured using ISO Form 20 26 11 85 or
equivalent, against claims for injury or death to persons or damage to property occurring on or
about the Premises in an amount not less than three million dollars ($3,000,000.00) combined
single limit for each occurrence. This insurance must include bodily injury liability, personal
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Final Draft: August 7, 2015 
injury liability, property damage liability, broad form property damage liability, contractual
liability, and products/completed operations liability and shall include warehousemen's legal
liability coverage in an amount of $250,000. The policy shall not contain any intra-insured
exclusions as between insured persons or organizations. 
11.2.2 Auto Liability Insurance. Tenant shall obtain and keep in force during the
Term of this Amended and Restated Agreement a business automobile policy insuring Tenant
and the Port, as an additional insured using ISO Form 20 26 11 85 or equivalent, arising out of
any auto, including, owned, non-owned and hired. Such insurance shall be on an occurrence
based providing single limit coverage in an amount not less than three million dollars
($3,000,000) per occurrence. 
11.2.3 Other Insurance. Tenant shall also obtain and keep in force during the
Term of this Amended and Restated Agreement, Stop Gap Employers Liability insurance and, if
applicable, longshoremen's and Harbor Workers Act, Jones Act, or Federal Employers Liability
Act coverage in the amounts required by law. 
11.3   Insurance Policies. Insurance required of Tenant under Sections 11.2 or 11.4 shall
be in companies duty licensed to transact business in the State of Washington, and maintaining
during the policy term a General Policyholders Rating of 'A-' or better and a financial rating of
'IX' or better, or such other rating as may be required by a lender having a lien on the Premises,
as set forth in the most current issue of "Best's Insurance Guide." Tenant shall not do or permit
to be done anything which shall invalidate the insurance policies referred to in this Article. 
Tenant shall cause to be delivered to the Port certified copies of policies of such insurance or
certificates evidencing the existence and amounts of such insurance with the insureds and loss
payable clauses as required by this Amended and Restated Agreement. No such policy shall be
cancelable or subject to non-renewal or modification except after forty five (45) days prior
written notice to the Port. Tenant shall at least forty five (45) days prior to the expiration of such
policies, furnish the Port with evidence of renewals or "insurance binders" evidencing renewal
thereof, or the Port may order such insurance and charge the cost thereof to Tenant, which
amount shall be payable by Tenant to the Port upon demand. No insurance required herein shall
contain a deductible or self-insured retention in excess of $50,000 without the prior written
consent of the Port. 
11.4   Property Insurance. 
11.4.1 By Port. The Port shall obtain and keep in force during the Term of this
Amended and Restated Agreement a "Special Extended" or "all risk" property insurance insuring
loss or damage to the Premises. The policy shall include coverage for any additional costs
resulting from debris removal and reasonable amounts of coverage for the enforcement of any
ordinance or law regulating the reconstruction or replacement of the Premises including any
undamaged sections of the Premises required to be demolished or removed by reason of the
enforcement of any Legal Requirement as the result of a covered cause of loss. The amount of
such insurance shall be equal to the full replacement cost of the Premises (or the commercially

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Final Draft: August 7, 2015 
reasonable and available insurable value thereof if, by reason of the unique nature or age of the
improvements involved, such latter amount is less than full replacement cost). 
11.4.2 By Tenant. Tenant shall obtain and keep in force during the Term of this
Amended and Restated Agreement a "Special Extended" or "all risk" property insurance insuring
loss or damage to any property of Tenant used in Tenant's Operations. The policy shall include
coverage for any additional costs resulting from debris removal and reasonable amounts of
coverage for the enforcement of any ordinance or law regulating the reconstruction or
replacement of the Premises including any undamaged sections of the Premises required to be
demolished or removed by reason of the enforcement of any Legal Requirement as the result of a
covered cause of loss. The amount of such insurance shall be equal to the full replacement cost
of the property (or the commercially reasonable and available insurable value thereof if, by
reason of the unique nature or age of the improvements involved, such latter amount is less than
full replacement cost). The policy shall also contain an agreed valuation provision in lieu of any
coinsurance clause. 
11.5   Waiver of Subrogation. Without affecting any other rights or remedies, the Port
and Tenant (for themselves and on behalf of anyone claiming through or under them by way of
subrogation or otherwise) hereby waives any rights it may have against the other, their officers,
agents and employees (whether in contract or in tort) on account of any loss or damage
occasioned to the insured party and arising out of or incident to the perils required to be insured
against under this Article. Accordingly, both the Port and Tenant shall cause each insurance
policy required by this Article to further contain a waiver of subrogation clause. The effect of
such release and waiver of the right to recover damages shall not be limited by the amount of
insurance carried or required, or by any deductibles applicable thereto. 
11.6   Miscellaneous Insurance Provisions. 
11.6.1 The limits of insurance required by this Amended and Restated Agreement 
or as carried by Tenant shall not limit the liability of Tenant nor relieve Tenant of any obligation
hereunder. All insurance to be carried by Tenant shall be primary to and not contributory with
any similar insurance carried by the Port, whose insurance shall be considered excess insurance
only. If at any time during the Term, Tenant shall have in full force and effect a blanket policy of
commercial general liability and umbrella liability insurance covering the Premises and other
premises and/or properties of Tenant, such insurance shall satisfy the requirements hereof,
provided said policy contains a specific endorsement providing a minimum amount of coverage
applicable to the Premises equal to or greater than the amount required above. 
11.6.2 The amounts and types of insurance specified in this Amended and
Restated Agreement shall be subject to periodic adjustment to reflect changes in insuring
practices for similar properties in the same geographic area and changes in insurance products. 


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Final Draft: August 7, 2015 
ARTICLE 12: OPERATING EXPENSES; UTILITIES 
12.1   Operating Expenses; Responsibility for Operations and Maintenance. Continuing
after the Restatement Date through the Term of this Amended and Restated Agreement, Tenant
shall pay directly to all third parties the total of all the costs and expenses incurred with respect
to the operation and maintenance of the Premises and the services provided for the benefit of the
Tenant (the "Operating Expenses"), it being understood and agreed that the Port shall not be
required to furnish any services and/or utilities of any nature to the Premises during the Term of
this Amended and Restated Agreement, Tenant hereby assuming full and sole responsibility for
the supply and payment for all services, operational costs and utilities. 
12.2   Utilities. 
12.2.1 Telephone. Tenant shall, at its sole cost and expense, arrange for the
furnishing of all phone service (including pubic pay phones) necessary for the operation of the
Premises, and Tenant covenants and agrees to pay all charges therefor directly, to the applicable
public utility or governmental authority furnishing such service to the Premises, the amounts due
for such services. 
12.2.2 Electrical, Natural Gas, Water, Sewer and Others Utilities.  Tenant
covenants and agrees to pay all charges for all electrical, natural gas, water, sewer, surface water
management and other utility services or charges necessary for the operation of the Premises as
either: 
12.2.2.1     Indicated  by  separate  meter(s)  measuring  Tenant's
consumption thereof or, 
12.2.2.2     Determined by the Port on a pro rata basis in the event that
the Premises or any portion thereof is part of a building or any larger premises to which any of
these utilities services are furnished on a consolidated or joint basis. Tenant's pro rata share of
any such services may be computed by the Port on any reasonable basis, and separate metering
or other exact segregation of cost shall not be required. 
12.2.3 Interruption. With respect to any utility service provided to the Premises
as a part of a building or any larger premises of which the Premises are a part, the Port shall have
the right to shut down electrical or other utility services to the Premises when necessitated by
safety, repairs, alterations, connections, upgrades, relocations, reconnections, or for any other
reason, with respect to any utility system for which the Port has responsibility pursuant to
Section 13.2 (singularly or collectively, "Utility Work"), regardless of whether the need for such
Utility Work arises in respect of the Premises, any other part of the building or larger premises. 
Whenever possible, the Port shall give Tenant no less than two (2) days prior notice for such
utility shutdown. The Port shall not be liable to Tenant for any losses, including loss of income
or business interruption, resulting from any interruptions or failure in the supply of any utility to
the Premises, except when such losses result from the Port's gross negligence. 

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Final Draft: August 7, 2015 
12.3   Energy Conservation. The Port shall have the right to institute such reasonable
policies, programs and measures as may be necessary or desirable, in the Port's discretion, for
the conservation and/or preservation of energy or energy related services, or as may be required
to comply with any applicable codes, rules and regulations, whether mandatory or voluntary. 
12.4   Port Not Responsible. The Port shall not be required to furnish any services or
utilities of any nature to the Premises during the term of this Amended and Restated Agreement,
Tenant hereby assuming full and sole responsibility for the supply of and payment for all utilities
and services. Furthermore, the Port shall not be liable in any way to Tenant for any failure or
defect in the supply or character of electrical energy or water and sewer service furnished to the
Premises by reason of any requirement, act or omission of the public utility providing such
service or for any other reason. 
ARTICLE 13: REPAIR AND MAINTENANCE; COMPLIANCE WITH LAWS 
13.1   Tenant's Duty to Repair and Maintain. 
13.1.1 Terminal 91 Lease Area. Tenant shall, at its sole cost and expenses, keep
the Terminal 91 Lease Area, together with the cruise terminal building and all Alterations,
equipment and installations therein and the appurtenances thereto, in good order, maintenance
and repair. Except to the extent otherwise specifically provided, Tenant shall undertake all 
maintenance and make all repairs and replacements, ordinary, as well as extraordinary, foreseen
and unforeseen, which may be necessary or required so that at all times the Terminal 91 Lease
Area, the cruise terminal building and all Alterations, equipment, installations and appurtenances
shall be in thorough good order, condition and repair including but not limited to: (i) Port owned
gangways, passageways, and mobile ramps (whether passenger or crew), whether located strictly
within the Terminal 91 Lease Area or without (ii) all security equipment (specifically including
the acquisition and maintenance or upgrade required under any security law or plan), (iii) all
furniture, fixtures and equipment, and (iv) the fire suppression system. Tenant shall conduct all
maintenance in a manner consistent with Port of Seattle maintenance procedures and schedules
for all mechanical, plumbing, electrical and other systems. 
Provided, Tenant's obligation to make all necessary repairs shall not
extend to: (i) the piling supporting the piers/wharves, (ii) the roof, foundations, exterior walls or
structural elements of the building or pier of which the Terminal 91 Cruise Facility is a part, (iii)
any electrical, natural gas, water or sewer utility systems outside the point at which they are
separately metered/submetered for or otherwise exclusively serve the Premises, and (iv) the
initial configuration of gangways, passageways and mobile ramps (whether passenger or crew)
associated with any new cruise line not currently calling at the Port of Seattle (but not any new
cruise vessel associated with any cruise line currently calling at the Port of Seattle or any such
line's successor) except to the extent that any of the repairs described in this provision may be
required as a result of damage caused by negligence of Tenant or its agents, employees,
sublessees, invitees or licensees. 
13.1.2 Terminal 91 Preferential Use Area, Parking Area and Access Area. 
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Final Draft: August 7, 2015 

13.1.2.1     For the Terminal 91 Preferential Use Area, Terminal 91
Parking Area or Terminal 91 Access Area, Tenant shall, at its sole cost and expenses, keep: (i)
any equipment utilized by Tenant  in connection with cruise Ship Activities, (ii) all
marking/striping of pavement associated with cruise Ship Activities, (iii) any traffic control
devices and/or signs associated with cruise Ship Activities, (iv) any fence surrounding Parking
Area, and (v) any toll collection kiosks or plazas (whether temporary or permanent) and all toll
collection equipment associated with cruise Ship Activities, in good order, maintenance and
repair.  Except to the extent otherwise specifically provided, Tenant shall undertake all 
maintenance and make all repairs and replacements, ordinary, as well as extraordinary, foreseen
and unforeseen, which may be necessary or required so that these items shall be in thorough
good order, condition and repair. 
13.1.2.2     Tenant shall also be responsible for keeping the Terminal
91 Preferential Use Area, Terminal 91 Parking Area and Terminal 91 Access Areas clean and in
good order during periods of use and shall return the same following any period of use
authorized under this Amended and Restated Agreement in substantially the same condition in
which received, normal wear and tear excepted. 
13.1.2.3     Except as specifically provided in this Section 13.1.2,
Tenant shall have no other obligation of repair or maintenance, except to the extent required as a
result of either Tenant's failure to adhere to the obligations set forth in this Section 13.1.2 or
damage caused by negligence of Tenant or its agents, employees, sublessees, invitees or
licensees. 
13.2   Port's Duty to Repair and Maintain. 
13.2.1 Terminal 91 Lease Area. The Port shall be responsible for any and all
repairs and maintenance to: (i) the piling supporting the piers/wharves, (ii) the roof, foundations,
exterior walls or structural elements of the building or pier of which the Terminal 91 Cruise
Facility is a part, (iii) any electrical, natural gas, water or sewer utility systems (unless the
responsibility of the utility provider supplying the applicable utility) to the point at which they
are separately metered/submetered for or otherwise exclusively serve the Premises, (iv) the
initial configuration of gangways, passageways and mobile ramps (whether passenger or crew)
associated with any new cruise line not currently calling at the Port of Seattle (but not any new
cruise vessel associated with any cruise line currently calling at the Port of Seattle or any such
line's successor), and (v) any off-season relocation of the gangways, passageways and mobile
ramps necessary to accommodate the fishing fleet's use of the Terminal 91 Lease Area and/or
Terminal 91 Preferential Use Area. In the event that any repairs to any of these items may be
required as a result of damage caused by negligence of Tenant or its agents, employees,
sublessees, invitees, or licensees, those repairs shall be at the sole cost and expense of Tenant. 
Otherwise, any repair and maintenance of these items shall be at the Port's sole cost and expense. 
The Port shall perform any such repair or maintenance work called to its attention by Tenant
within a reasonable period of time after receipt of such notice by the Port. There shall be no
abatement or reduction of any financial or other obligation of Tenant under this Amended and
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Final Draft: August 7, 2015 
Restated Agreement by reason of the Port's making repairs, alterations and/or improvements to
the Terminal 91 Cruise Facility. 
13.2.2 Terminal 91 Preferential Use Area, Parking Area and Access Area. Except
to the extent provided in Section 13.1.2, the Port shall be responsible for any and all repairs and
maintenance to the Terminal 91 Preferential Use Area, the Terminal 91 Parking Area and the
Terminal 91 Access Area, including but not limited to: (i) the piling supporting the
piers/wharves, (ii) the repair or replacement of fender piling, (iii) the fender rafts, including the
annual removal and reinstallation of floats for purposes of annual maintenance, (iv) the dock
safety ladders, (v) the perimeter fencing, (vi) the maintenance and replacement of the asphalt
surface of the Terminal 91 Preferential Use Area, Terminal 91 Parking Area and/or Terminal 91
Access Area, and (vii) any electrical, natural gas, water or sewer utility systems (unless the
responsibility of the utility provider supplying the applicable utility) to the point at which they
are separately metered/submetered for or otherwise exclusively serve the Premises. In the event
that any repairs to any of these items may be required as a result of damage caused by negligence
of Tenant or its agents, employees, sublessees, invitees, or licensees, those repairs shall be at the
sole cost and expense of Tenant. Otherwise, any repair and maintenance of these items shall be at
the Port's sole cost and expense. The Port shall perform any such repair or maintenance work
called to its attention by Tenant within a reasonable period of time after receipt of such notice by
the Port. There shall be no abatement or reduction of any financial or other obligation of Tenant
under this Amended and Restated Agreement by reason of the Port's making repairs, alterations
and/or improvements to the Terminal 91 Cruise Facility. 
13.3   Continuing Compliance. Throughout the Term of this Amended and Restated
Agreement, Tenant shall, at its own cost and expense, promptly and diligently observe and
comply with: 
13.3.1 All Legal Requirements and the requirements of any fire insurance rating
organization and all insurance companies writing policies covering the Premises or any part or
parts thereof, whether or not such compliances herewith shall require repairs, changes or
alterations in and about the Premises, or repairs, changes or alterations incident to or as the result
of any use or occupation of the Premises or interfere with the use and enjoyment of the Premises
or any part therefor, and whether or not the same now are in force or at any time in the future
may be passed, enacted, or directed; 
13.3.2 Procure, maintain and comply with all permits, licenses, franchises and
other authorizations required for any use of the Premises or any part thereof then being made and
for proper erection, installation, operation and maintenance of any improvements or any part
thereof; and 
13.3.3 Comply with any instruments of record at the time in force affecting the
Premises or any part thereof. 
Tenant shall defend (with counsel approved by the Port), fully indemnify, and hold entirely free
and harmless the Port from any action, suit or proceeding and all costs, expenses, claims, fines,
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Final Draft: August 7, 2015 
penalties, and damages that may in any manner arise out of or be imposed because of the failure
of Tenant to comply with this covenant. Tenant's obligations of indemnity under this Section
shall survive the expiration or earlier termination of this Amended and Restated Agreement. 
13.4   The Allowances. 
13.4.1 Maintenance Allowance. The Port shall provide Tenant with an annual
allowance (the "Maintenance Allowance") valued atseventy five thousand dollars and no cents 
($75,000.00) per calendar year after 2015 for Tenant's use in meeting the repair and replacement
obligations imposed upon it pursuant to Section 13.1. The Maintenance Allowance, however, is
not a cash allowance. Instead, it represents an agreement by the Port to provide, through the
Port's Seaport Maintenance Department, up to one hundred thousand dollars worth of repair and
maintenance services not otherwise within the scope of the Port's responsibilities under Section
13.2. In the event that Tenant seeks to access the Maintenance Allowance, it shall provide a
description of the services that it seeks to have completed and arrange for the Port, through its
Seaport Maintenance Department, to provide such services. Those services will be charged
against the Maintenance Allowance for the year in which the services are actually provided at the
same rate, and in the same manner, that such services would otherwise be charged against any
other department/organization with the Port's Seaport Division. Any portion of the Maintenance
Allowance not used within a calendar year shall be forfeited. In the event that the cost for the
services requested by Tenant exceeds the amount of the Maintenance Allowance, Tenant shall
promptly (and in no event later than the remittance of the next payment of Rent) reimburse the
Port for such amounts following receipt of an invoice from the Port detailing such amounts. 
13.4.2 Capital Allowance.  The Port shall provide Tenant with an annual
allowance (the "Capital Allowance") valued at two hundred thousand dollars and no cents
($200,000.00) per calendar year  after 2015 for the repair or replacement of any furniture,
fixtures, equipment or other capital items in, on or about the Terminal 91 Cruise Facility. Either
party may perform work under the Capital Allowance. As such, whether the Capital Allowance
is, in whole or in part, a cash allowance will depend on the party identified to do the particular
work to be performed under the Capital Allowance. The parties shall consult with one another
regarding potential projects towards which the Capital Allowance will be applied; provided,
however, the final decisions regarding how the Capital Allowance will be applied and who will
undertake the work will be made by the Port. In the event that the Port performs any work, the
amount chargeable against the Capital Allowance will be determined from the costs properly
charged against the project established by the Port for such work under the Port's system of
accounting. Tenant specifically acknowledges that the Port may use the Capital Allowance for
the replacement of the fendering and rafts at the Terminal 91 Cruise Facility in fulfilling its
responsibilities under Section 13.2. In seeking any payment under the Capital Allowance for any
work performed by Tenant, Tenant shall submit to the Port a copy of the invoice for the repair or
replacement of such furniture, fixtures, equipment or other capital items together with such other
reasonable documentation required by the Port. The Port shall, within thirty (30) days of receipt
of such documentation and verification of the eligibility of such expenditure for reimbursement
under the Replacement Allowance, pay to Tenant the amount of the invoice, not to exceed (in
aggregate with all previously requested reimbursements) the total dollar amount of the
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Final Draft: August 7, 2015 
Allowance. Solely as an accommodation to Tenant, the Port agrees to issue two party checks
made payable to Tenant and the supplier/provider retained by or contracted to Tenant for the
purposes of facilitating payment by Tenant to such supplier/provider; provided, however, nothing
in the Port's agreement to issue a two party check shall create or support any liability or
responsibility by the Port to such supplier/provider. Any portion of the Capital Allowance not
used within a calendar year will roll forward for the remainder of the Term of this Amended and
Restated Agreement. 
13.4.3 Per Passenger Allowance. Continuing after the Restatement Date, the Port
will provide Tenant with an annual allowance (the "Per Passenger Allowance") as follows: 
13.4.3.1     The value of the Per Passenger Allowance will be
calculated based on the number of cruise passengers (for which the Passenger fee and/or Bundled
Fee are payable and actually paid) over the Extension Period. The Per Passenger Allowance will
accrue at a rate of Eight Cents ($0.08) per passenger up to (and including) five million
(5,000,000) and at a rate of Five Cents ($0.05) per passenger for each passenger more than five
million over the Extension Term. The Per Passenger Allowance will be earned and available to
Tenant only in arrears and shall not be available in advance or otherwise in expectation of future
passengers. 
13.4.3.2     The Per Passenger Allowance may be used for the repair or
replacement of any furniture, fixtures, equipment or other capital items in, on or about the
Terminal 91 Cruise Facility. Either party may perform work under the Per Passenger Allowance. 
As such, whether the Per Passenger Allowance is, in whole or in part, a cash allowance will
depend on the party identified to do the particular work to be performed under the Per Passenger
Allowance. The parties shall consult with one another regarding potential projects towards which
the Per Passenger Allowance will be applied; provided, however, the final decisions regarding
how the Per Passenger Allowance will be applied and who will undertake the work will be made
by the Port. In the event that the Port performs any work, the amount chargeable against the Per
Passenger Allowance will be determined from the costs properly charged against the project
established by the Port for such work under the Port's system of accounting. 
13.4.3.3     In seeking any payment under the Per Passenger Allowance
for any work performed by Tenant, Tenant shall submit to the Port a copy of the invoice for the
repair or replacement of such furniture, fixtures, equipment or other capital items together with
such other reasonable documentation required by the Port. The Port shall, within thirty (30) days
of receipt of such documentation and verification of the eligibility of such expenditure for
reimbursement under the Per Passenger Allowance, pay to Tenant the amount of the invoice, not
to exceed (in aggregate with all previously requested reimbursements) the then-available total
dollar amount of the Per Passenger Allowance. Solely as an accommodation to Tenant, the Port
agrees to issue two party checks made payable to Tenant and the supplier/provider retained by or
contracted to Tenant for the purposes of facilitating payment by Tenant to such
supplier/provider; provided, however, nothing in the Port's agreement to issue a two party check
shall create or support any liability or responsibility by the Port to such supplier/provider. 

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13.5   Waste. Tenant will not do or permit or suffer any waste, damages, disfigurement
or injury to or upon the Premises or any part thereof. 
13.6   Semi-Annual Condition Surveys. Continuing after the Restatement Date, the
parties shall conduct an inspection of all the Premises semi-annually, before and after the "cruise
season" to again observe and note the condition of, cleanliness of and existing damage to the
Premises and to determine repairs and maintenance required to be performed. Responsibility for
repairing any problems or defects noted shall be as provided in Sections 13.1 and 13.2 this
Amended and Restated Agreement. 
ARTICLE 14: COMPLIANCE WITH ENVIRONMENTAL LAWS 
14.1   Hazardous Substances. Tenant shall not introduce or allow the introduction of any
Hazardous Substance in or about the Premises in any manner that could be a detriment to the
Premises or in violation of any Environmental Law. In addition, Tenant shall not cause any
Hazardous Substances to migrate off the Premises or release any Hazardous Substances into
adjacent surface waters, soils, underground waters or air. Tenant shall provide the Port with
Tenant's USEPA Waste Generator Number (if Tenant is required by applicable law or
regulations to hold one), and with copies of all Material Safety Data Sheets (MSDS), Generator
Annual Dangerous Waste Reports, environmentally related regulatory permits or approvals
(including revisions or renewals) and any correspondence Tenant receives from, or provides to,
any governmental unit or agency in connection with Tenant's handling of Hazardous Substances
or the presence, or possible presence, of any Hazardous Substance on the Premises. 
14.2   Violation of Environmental Law. If Tenant, or the Premises as a result of any
action or inaction (other than the failure to Tenant to address the presence of any Hazardous
Substance not the responsibility of Tenant under this ARTICLE 14) of Tenant, is in violation of
any Environmental Law concerning the presence or use of Hazardous Substances or the handling
or storing of hazardous wastes, Tenant shall promptly take such action as is necessary to mitigate
and correct the violation. If Tenant does not act in a prudent and prompt manner, the Port
reserves the right, but not the obligation, to come onto the Premises, to act in place of the Tenant
(Tenant hereby appoints the Port as its agent for such purposes) and to take such action as the
Port deems necessary to ensure compliance or to mitigate the violation. If the Port has a
reasonable belief that Tenant is in violation of any Environmental Law, or that Tenant's actions
or inactions present a threat of violation or a threat of damage to the Premises, the Port reserves
the right to enter onto the Premises and take such corrective or mitigating action as the Port
deems necessary. All costs and expenses incurred by the Port in connection with any such
actions shall become immediately due and payable by Tenant upon presentation of an invoice
therefor. 
14.3   Inspection; Test Results. The Port shall have access to the Premises to conduct an
annual environmental inspection. In addition, Tenant shall permit the Port access to the Premises
at any time upon reasonable notice for the purpose of conducting environmental testing at the
Port's expense. Tenant shall not conduct or permit others to conduct environmental testing on the
Premises without first obtaining the Port's written consent. Tenant shall promptly inform the Port
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Final Draft: August 7, 2015 
of the existence of any environmental study, evaluation, investigation or results of any
environmental testing conducted on the Premises whenever the same becomes known to Tenant,
and Tenant shall provide copies to the Port. 
14.4   Removal of Hazardous Substances. Prior to vacation of the Premises, in addition
to all other requirements under this Amended and Restated Agreement, Tenant shall remove any
Hazardous Substances placed on the Premises during the term of the Agreement (including this
Amended and Restated Agreement) or Tenant's possession of the Premises, and shall
demonstrate such removal to the Port's satisfaction. This removal and demonstration shall be a
condition precedent to the Port's payment of any Security to Tenant upon termination or
expiration of this Amended and Restated Agreement. 
14.5   Remedies Not Exclusive. No remedy provided herein shall be deemed exclusive. 
In addition to any remedy provided above, the Port shall be entitled to full reimbursement from
Tenant whenever the Port incurs any costs resulting from Tenant's use or management of
Hazardous Substances on the Premises, including but not limited to, costs of clean-up or other
remedial activities, fines or penalties assessed directly against the Port, injuries to third persons
or other properties, and loss of revenues resulting from an inability to re-lease or market the
property due to its environmental condition (even if such loss of revenue occurs after the
expiration or earlier termination of this Amended and Restated Agreement). 
14.6   Environmental Indemnity. 
14.6.1 By Tenant. In addition to all other indemnities provided in this Amended
and Restated Agreement, Tenant agrees to defend, indemnify and hold the Port free and harmless
from any and all claims, causes of action, regulatory demands, liabilities, fines, penalties, losses,
and expenses, including without limitation cleanup or other remedial costs (and including
attorneys' fees, costs and all other reasonable litigation expenses when incurred and whether
incurred in defense of actual litigation or in reasonable anticipation of litigation), arising from
Tenant's failure to adhere to the requirements of this ARTICLE 14. Tenant's obligations under
this Section shall survive the expiration or earlier termination of this Amended and Restated
Agreement. 
14.6.2 By Port. The Port agrees to defend, indemnify and hold Tenant free and
harmless from any and all claims, causes of action, regulatory demands, liabilities, fines,
penalties, losses, and expenses, including without limitation cleanup or other remedial costs (and
including attorneys' fees, costs and all other reasonable litigation expenses when incurred and
whether incurred in defense of actual litigation or in reasonable anticipation of litigation), arising
from either the Preexisting Condition or the existence or discovery of any other Hazardous
Substance either: (i) introduced to the Premises other than during the term of this Agreement 
(including this Amended and Restated Agreement), (ii) migrating to/from the Premises other
than as a result of Tenant's actions, or (iii) released on, about or adjacent to the Premises other
than as a result of Tenant's actions. The Port's obligations under this Section shall survive the
expiration or earlier termination of this Amended and Restated Agreement. 

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Final Draft: August 7, 2015 
ARTICLE 15: DAMAGE OR DESTRUCTION 
15.1   Damage Repairable in Four Weeks. Should the Terminal 91 Cruise Facility be
damaged by fire or other casualty and if the damage is repairable within four (4) weeks from the
date of the occurrence (with the repair work and the preparations therefor to be done during
regular working hours on regular work days), the such Premises shall be repaired with due
diligence by the Port, and in the meantime the Base Rent shall be abated in the same proportion
that the untenantable portion of the Premises bears to the whole thereof, for the period from the
occurrence of the damage to the completion of the repairs. 
15.2   Damage Not Repairable in Four Weeks. Should either the Terminal 91 Cruise
Facility be completely destroyed by fire or other casualty, or should either be damaged to such
an extent that the damage cannot be repaired within four (4) weeks of the occurrence, the Port
shall have the option to terminate this Amended and Restated Agreement as to either the affected
Cruise Facility or in its entirety on thirty (30) days' notice, effective as of any date not more than
sixty (60) days after the occurrence. In the event that this paragraph shall become applicable, the
Port shall advise Tenant within thirty (30) days after the happening of any such damage whether
the Port has elected to continue the lease in effect or to terminate it. If the Port shall elect to
continue this lease in effect as to the affected Cruise Facility, it shall commence and prosecute
with due diligence any work necessary to restore or repair the Premises. If the Port shall fail to
notify Tenant of its election within said thirty (30) day period, the Port shall be deemed to have
elected to terminate this lease in its entirety, and this Amended and Restated Agreement shall
automatically terminate sixty (60) days after the occurrence of the damage. For the period from
the occurrence of any damage to the Premises to the date of completion of the repairs to the
Premises (or to the date of termination of the lease if the Port shall elect not to restore the
Premises), the monthly rent shall be abated in the same proportion as the untenantable portion of
the Premises bears to the whole thereof. 
ARTICLE 16: SURRENDER AND HOLDING OVER 
16.1   Surrender.  Tenant shall quit and surrender the Property, together with any
remaining improvements or modifications, in good condition and repair, normal wear and tear
excepted. 
16.2   Holding Over. If the Premises are not surrendered as provided in this Article,
Tenant shall indemnify and hold the Port harmless against loss or liability resulting from the
delay by Tenant in so surrendering the Premises, including, without limitation, any claims made
by any succeeding occupant founded on such delay. Any holding over with the consent of the
Port after expiration or earlier termination of this Amended and Restated Agreement shall be
construed to be a tenancy from month-to-month upon the same terms and conditions provided in
this Amended and Restated Agreement. Any holding over without the consent of the Port after
expiration or earlier termination of this Amended and Restated Agreement shall be construed to
be tenancy at sufferance upon the same terms and conditions provided in this Amended and
Restated Agreement, except that Base Rent shall be one hundred fifty percent (150%) of that

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Final Draft: August 7, 2015 
which it was immediately prior to expiration or earlier termination of this Amended and Restated
Agreement. 
16.3   Survival. Tenant's obligations under this Article shall survive the expiration or
earlier termination of this Amended and Restated Agreement. No modification, termination or
surrender to the Port of this Amended and Restated Agreement or surrender of the Property or
any part thereof, or of any interest therein by Tenant, shall be valid or effective unless agreed to
and accepted in writing by the Port, and no act by any representative or agent of the Port, other
than such written agreement and acceptance, shall constitute an acceptance thereof. 
ARTICLE 17: IMPAIRMENT OF TITLE 
17.1   Liens. Tenant will not directly or indirectly create or permit to be created and/or
to remain a Lien upon the Premises, and any Alterations, fixtures, improvements or
appurtenances thereto except those Liens expressly permitted by this Amended and Restated
Agreement. In the event any such Lien(s) have been created by or permitted by Tenant in
violation of this provision, Tenant shall immediately discharge as of record, by bond or as
otherwise allowed by law, any such Lien(s). Tenant shall also defend (with counsel approved by
the Port), fully indemnify, and hold entirely free and harmless the Port from any action, suit or
proceeding that may be brought on or for the enforcement of such lien(s). 
17.2   Recording. Tenant covenants and agrees with the Port that Tenant shall not record
this Amended and Restated Agreement or any memorandum thereof without the Port's prior
written consent. In the event that the Port or its lender requires this Amended and Restated
Agreement or a memorandum thereof to be recorded in priority to any mortgage, deed of trust or
other encumbrance which may now or at any time hereafter affect the Premises in whole or in
part, and whether or not any such mortgage, deed of trust or other encumbrance shall affect only
the Premises, any part thereof, or shall be a blanket mortgage, deed of trust or encumbrance
affecting other premises as well, the Tenant covenants and agrees with the Port that the Tenant
shall execute promptly upon request from the Port any certificate, priority agreement or other
instrument which may from time to time be requested to give effect thereto and the Tenant
hereby irrevocably appoints the Port as agent and attorney for the Tenant with full power and
authority to execute and deliver such instruments for and in the name of the Tenant. 
ARTICLE 18: DEFAULT 
18.1   Events of Default. The occurrence of any of the following events shall constitute
an "Event of Default" on the part of the Tenant with or without notice from the Port: 
18.1.1 The vacating or abandonment of the Premises by Tenant. 
18.1.2 The failure by Tenant to make any payment of rent, fees or any other
payment required by this Amended and Restated Agreement, when due. 

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Final Draft: August 7, 2015 
18.1.3 The failure by Tenant to observe or perform any covenant, condition, or
agreement to be observed or performed by Tenant in this Amended and Restated Agreement. 
18.1.4 The discovery by the Port that any financial or background statement
provided to the Port by Tenant, any successor, grantee, or assign was materially false. 
18.1.5 The filing by Tenant of a petition in bankruptcy, Tenant being adjudged
bankrupt or insolvent by any court, a receiver of the property of Tenant being appointed in any
proceeding brought by or against Tenant, Tenant making an assignment for the benefit of
creditors, or any proceeding being commenced to foreclose any mortgage or other lien on
Tenant's interest in the Premises or on any personal property kept or maintained on the Premises
by Tenant. 
18.2   Remedies. In addition to, and not in lieu or to the exclusion of, any other remedies
provided in this Amended and Restated Agreement or to any other remedies available to the Port
at law or in equity: 
18.2.1 Whenever any default (other than a default under Section 18.1.5 above,
upon which termination of this Amended and Restated Agreement shall, at the Port's option, be
effective immediately without further notice) continues unremedied in whole or in part for 30
days after Notice of Default is provided by the Port to Tenant (or for 10 days after Notice of
Default in the case of default for failure to pay any rent, fees or other required payment when
due), this Amended and Restated Agreement  and all of Tenant's rights under it will
automatically terminate if the Notice of Default so provides. Upon termination, the Port may
reenter the Premises using such force as may be necessary and remove all persons and property
from the Premises. The Port will be entitled to recover from Tenant all unpaid Rent, fees or any
other payments and damages incurred because of Tenant's default including, but not limited to,
the costs of re-letting, including tenant improvements, necessary renovations or repairs,
advertising, leasing commissions, and attorney's fees and costs ("Termination Damages"),
together with interest on all Termination Damages at the Default Rate, from the date such
Termination Damages are incurred by the Port until paid. 
18.2.2 In addition to Termination Damages, and notwithstanding termination and
reentry, Tenant's liability for all Rent, fees or other charges which, but for termination of this
Amended and Restated Agreement, would have become due over the remainder of the Amended
and Restated Agreement term ("Future Charges") will not be extinguished and Tenant agrees
that the Port will be entitled, upon termination for default, to collect as additional damages, a
Rental Deficiency. "Rental Deficiency" means, at the Port's election, either: 
18.2.2.1     An amount equal to Future Charges, less the amount of
actual rent and fees, if any, which the Port receives during the remainder of the Amended and
Restated Agreement term from others to whom the Premises may be rented, in which case such
Rental Deficiency will be computed and payable at the Port's option either: 

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Final Draft: August 7, 2015 
18.2.2.1.1    In an accelerated lump-sum payment discounted to
present worth, or 
18.2.2.1.2    In monthly installments, in advance, on the first day
of each calendar month following termination of this Amended and Restated Agreement and
continuing until the date on which the Amended and Restated Agreement term would have
expired but for such termination, and any suit or action brought to collect any portion of Rental
Deficiency attributable to any particular month or months, shall not in any manner prejudice the
Port's right to collect any portion of Rental Deficiency by a similar proceeding; or 
18.2.2.2     An amount equal to Future Charges less the aggregate fair
rental value of the Premises over the remaining Amended and Restated Agreement term, reduced
to present worth. In this case, the Rental Deficiency must be paid to the Port in one lump sum, on
demand, and will bear interest at the Default Rate until paid. For purposes of this subsection,
"present worth" is computed by applying a discount rate equal to one percentage point above the
discount rate then in effect at the Federal Reserve Bank in, or closest to, Seattle, Washington. 
18.2.3 If this Amended and Restated Agreement is terminated for default as
provided in this Amended and Restated Agreement, the Port shall use reasonable efforts to re-let
the Premises in whole or in part, alone or together with other premises, for such term or terms
(which may be greater or less than the period which otherwise would have constituted the
balance of the Amended and Restated Agreement term), for such use or uses and, otherwise on
such terms and conditions as the Port, in its sole discretion, may determine, but the Port will not
be liable for, nor will Tenant's obligations under this Amended and Restated Agreement be
diminished by reason for any failure by the Port to re-let the Premises or any failures by the Port
to collect any rent due upon such re-letting. 
18.2.4 If upon any reentry permitted under this Amended and Restated
Agreement, there remains any personal property upon the Premises, the Port, in its sole
discretion, may remove and store the personal property for the account and at the expense of
Tenant. In the event the Port chooses to remove and store such property, it shall take reasonable
steps to notify Tenant of the Port's action. All risks associated with removal and storage shall be
on Tenant. Tenant shall reimburse the Port for all expenses incurred in connection with removal
and storage as a condition to regaining possession of the personal property. The Port has the right
to sell any property which has been stored for a period of 30 days or more, unless Tenant has
tendered reimbursement to the Port for all expenses incurred in removal and storage. The
proceeds of sale will be applied first to the costs of sale (including reasonable attorneys' fees),
second to the payment of storage charges, and third to the payment of any other amounts which
may then be due and owing from Tenant to the Port. The balance of sale proceeds, if any, will
then be paid to Tenant. 
18.3   Remedies Cumulative. All rights, options and remedies of the Port contained in
this Amended and Restated Agreement shall be construed and held to be distinct, separate and
cumulative, and no one of them shall be exclusive of the other, and the Port shall have the right

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Final Draft: August 7, 2015 
to pursue any one or all of such remedies or any other remedy or relief which may be provided
by law or in equity, whether or not stated in this Amended and Restated Agreement. 
18.4   No Counterclaim or Setoff. If the Port shall commence any proceeding for nonpayment
of Rent, fees or of any other payment of any kind to which the Port may be entitled or
which the Port may claim under this Amended and Restated Agreement, Tenant will not
interpose any counterclaim or setoff of any nature or description in any such proceeding; the
parties specifically agreeing the Tenant's covenant to pay Rent, fees or any other payments under
this Amended and Restated Agreement are independent of all other covenants and agreements in
this Amended and Restated Agreement; provided, however, this shall not be construed as a
waiver of Tenant's right to assert such a claim in any separate action brought by Tenant. 
ARTICLE 19: TERMINATION; NEW CRUISE BERTH; EASEMENTS 
19.1   Termination. In the event the Port, in its sole discretion, requires the Premises or
any substantial part thereof for any reason, then this Amended and Restated Agreement may be
terminated by the Port by written notice to Tenant not less than two (2) years prior to the date of
termination set forth in the notice.  Tenant  shall not be entitled to any compensation at
termination for the bargain value of the leasehold. 
19.2   Condemnation. In the event that any federal, state or local government or agency
or instrumentality thereof shall, by condemnation or otherwise, take title, possession or the right
to possession of the Premises or any substantial part thereof, the Port may, at its option,
terminate this Amended and Restated Agreement as of the date of such taking, and, if Tenant is
not in default under any of the provisions of this Amended and Restated Agreement on that date,
any Rent prepaid by Tenant shall, to the extent allocable to any period subsequent to the
effective date of the termination, be promptly refunded to Tenant. 
19.3   Court Decree. In the event that any court having jurisdiction in the matter shall
render a decision which has become final and which will prevent the performance by the Port of
any of its material obligations under this lease, then either party hereto may terminate this
Amended and Restated Agreement by written notice, and all rights and obligations hereunder
(with the exception of any undischarged rights and obligations that accrued prior to the effective
date of termination) shall thereupon terminate. If Tenant is not in default under any of the
provisions of this Amended and Restated Agreement on the effective date of such termination,
any Rent prepaid by Tenant shall, to the extent allocable to any period subsequent to the
effective date of the termination, be promptly refunded to Tenant. 
19.4   Relocation of Cruise Berths Two and Three. In the event that the Port determines,
in its sole discretion, that it will relocate the Terminal 91 Cruise Facilities and not lease those
two berths directly to one or more cruise lines, then the Port will give Tenant a term sheet
describing the terms on which the Port will be willing to lease the Terminal 91 Cruise Facility to
Tenant, and Tenant shall have thirty (30) calendar days to accept those terms by signing the term
sheet and delivering it (in the manner for notice) to the Port; provided, however, such term sheet
must provide for minimum compensation in a manner substantially equivalent to that provided
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Final Draft: August 7, 2015 
Tenant under Section 4.3. If Tenant wishes to lease the Terminal 91 Cruise Facility but not on
the terms contained in the term sheet provided by the Port, Tenant may use the thirty calendar
days to negotiate with the Port, and if the two reach a agreement on terms, Tenant shall sign a
term sheet containing those agreed terms and deliver it (in the manner for notice) to the Port by
the end of the thirty-day period. If the Port does not receive a signed term sheet as provided in
this Section within the thirty-day period, the Port may terminate this Amended and Restated
Agreement and lease the Terminal 91 Cruise Facility to others on such terms as it may agree. If
Tenant delivers the signed term sheet as provided in this Section within the thirty-day period, the
Port shall prepare an amendment to this Amended and Restated Agreement incorporating the
terms on the term sheet and provide it to Tenant for signature. If Tenant does not sign the
amendment within ten (10) business days, Tenant shall be deemed to have rejected the Terminal
91 Cruise Facility and the Port may lease them to others on such terms as it may agree. Exercise
of the right set forth in this Section shall be conditioned upon: (a) the Amended and Restated
Agreement not having been assigned by the Tenant to any other person or entity, and (b) Tenant
not being in default under this Amended and Restated Agreement at any time between when the
term sheet is delivered to Tenant and the execution of the amendment to this Amended and
Restated Agreement. 
19.5   New Cruise Berth. In the event that the Port determines, in its sole discretion, that
it will create a fourth cruise berth and not lease that berth directly to a cruise line, then the Port
will give Tenant a term sheet describing the terms on which the Port will be willing to lease the
fourth cruise berth to Tenant, and Tenant shall have thirty (30) calendar days to accept those
terms by signing the term sheet and delivering it (in the manner for notice) to the Port. If Tenant
wishes to lease the fourth cruise berth but not on the terms contained in the term sheet provided
by the Port, Tenant may use the thirty calendar days to negotiate with the Port, and if the two
reach an agreement on terms, Tenant shall sign a term sheet containing those agreed terms and
deliver it (in the manner for notice) to the Port by the end of the thirty-day period. If the Port
does not receive a signed term sheet as provided in this Section within the thirty-day period, the
Port may lease the fourth cruise berth to others on such terms as it may agree. If Tenant delivers
the signed term sheet as provided in this Section within the thirty-day period, the Port shall
prepare an amendment to this Amended and Restated Agreement incorporating the terms on the
term sheet and provide it to Tenant for signature. If Tenant does not sign the amendment within
ten (10) business days, Tenant shall be deemed to have rejected the fourth cruise berth and the
Port may lease it to others on such terms as it may agree. Exercise of the right to expand to
include the fourth cruise berth shall be conditioned upon: (a) the Amended and Restated
Agreement not having been assigned by the Tenant to any other person or entity, and (b) Tenant
not being in default under this Amended and Restated Agreement at any time between when the
term sheet is delivered to Tenant and the execution of the amendment to this Amended and
Restated Agreement. 
19.6   Easements. 
19.6.1 The Parties recognize that the Port facilities are continuously being
modified to improve the utilities, services and premises used and provided by the Port. The Port,
or its agents, shall have the right to enter the Premises of Tenant, and to cross over, construct,
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Final Draft: August 7, 2015 
move, reconstruct, rearrange, alter, maintain, repair and operate the sewer, water, and drainage
lines, and the electrical service, fiber and communication service, the roadways and all other
services and facilities, all as required by the Port for its own use or benefit. The Port and its
authorized utility service provider is hereby granted a continuous easement or easements that the
Port believes is necessary within the Property and Premises, without any additional cost to the
Port for the purposes expressed hereinabove. Provided, however, that the Port by virtue of such
use, does not substantially deprive Tenant from its beneficial use or occupancy of the Property or
Premises for an unreasonable period of time, not to exceed thirty (30) working days, without
consent of Tenant. 
19.6.2 In the event that the Port permanently deprives Tenant from such
beneficial use or occupancy, then an equitable reimbursement of pre-paid rent or an adjustment
in rent for any extension, or in the cost required to modify its Premises to allow the Tenant to
operate its business, will be negotiated and paid by the Port to Tenant. In the event that such
entry by the Port is temporary in nature, then the Port shall reimburse Tenant for the cost
required to modify its Premises for the temporary period that Tenant is inconvenienced by such
entry. The Port will not be responsible to Tenant for any reduced efficiency or loss of business
occasioned by such entry. 
ARTICLE 20: NO WAIVER; LANDLORD'S RIGHT TO PERFORM 
20.1   Receipt of Monies Following Termination. No receipt of monies by the Port from
Tenant after the termination or cancellation of this Amended and Restated Agreement in any
lawful manner shall (a) reinstate, continue or extend the Term of this Amended and Restated
Agreement; (b) affect any notice theretofore given to Tenant; (c) operate as a waiver of the rights
of the Port to enforce the payment of any Rent and fees then due or thereafter falling due; or (d)
operate as a waiver of the right of the Port to recover possession of the Premises by proper suit,
action, proceeding or remedy; it being agreed that after the service of notice to terminate or
cancel this Amended and Restated Agreement, or after the commencement of suit, action or
summary proceedings, or any other remedy, or after a final order or judgment for the possession
of the Premises, the Port may demand, receive and collect any monies due, or thereafter falling
due, without in any manner affecting such notice, proceeding, suit, action, order or judgment;
and any and all such monies collected shall be deemed to be payments on account of the use and
occupation and/or Tenant's liability hereunder. 
20.2   No Waiver of Breach. The failure of the Port to insist in any one or more
instances, upon a strict performance of any of the covenants of this Amended and Restated
Agreement, or to exercise any option herein contained, shall not be construed as a waiver of or
relinquishment for the future of the performance of such covenant, or the right to exercise such
option, but the same shall continue and remain in full force and effect. The receipt by the Port of
the Rent or fees, with knowledge of the breach of any covenant hereof, shall not be deemed a
waiver of such breach, and no waiver by the Port of any provision hereof shall be deemed to
have been made unless expressed in writing and signed by the Port. The consent or approval of
the Port to or of any act by Tenant requiring the Port's consent or approval shall not be deemed

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Final Draft: August 7, 2015 
to waive or render unnecessary the Port's consent or approval to or of any subsequent similar
acts by Tenant. 
20.3   No Waiver of Rent. The receipt by the Port of any installment of the Base Rent,
Percentage Rent, fees or of any amount shall not be a waiver of any Base Rent, Percentage Rent
or any other amount then due. 
20.4   Application of Payments. The Port shall have the right to apply any payments
made by Tenant to the satisfaction of any debt or obligation of Tenant to the Port, in the Port's
sole discretion and regardless of the instructions of Tenant as to application of any such sum,
whether such instructions be endorsed upon Tenant's check or otherwise, unless otherwise
agreed upon by both parties in writing. The acceptance by the Port of a check or checks drawn
by others than Tenant shall in no way affect Tenant's liability hereunder nor shall it be deemed
an approval of any assignment of this Amended and Restated Agreement or subletting by
Tenant. 
20.5   Port's Right to Perform. Upon Tenant's failure to perform any obligation or make
any payment required of Tenant hereunder, the Port shall have the right (but not the obligation)
to perform such obligation of Tenant on behalf of Tenant and/or to make payment on behalf of
Tenant to such parties. Tenant shall reimburse the Port the reasonable cost of the Port's
performing such obligation on Tenant's behalf, including reimbursement of any amounts that
may be expended by the Port, plus interest at the Default Rate. 
ARTICLE 21: ASSIGNMENT AND SUBLETTING 
21.1   Prohibition. Tenant shall not, in whole or in part, assign, sublet, license or permit
occupancy by any party other than Tenant of all or any part of the Premises, without the prior
written consent of the Port in each instance. Tenant shall at the time the Tenant requests the
consent of the Port, deliver to the Port such information in writing as the Port may reasonably
require respecting the proposed assignee, subtenant or licensee including, without limitation, the
name, address, nature of business, ownership, financial responsibility and standing of such
proposed assignee, subtenant or licensee. Within twenty (20) business days after receipt of all
required information, the Port shall, in its sole discretion, elect one of the following: (a) to
consent to such proposed assignment, sublease or license or (b) to refuse such consent. 
21.1.1 As a condition for the Port's consent to any assignment, encumbrance or
sublease, the Port may require that the assignee, sublessee or licensee remit directly to the Port
on a monthly basis, all monies due to Tenant by said assignee, sublessee or licensee (except with
respect to excess rentals otherwise due Tenant pursuant to Section 21.2). In addition, a condition
to the Port's consent to any assignment, sublease or license of this Amended and Restated
Agreement or the Premises shall be the delivery to the Port of a true copy of the fully executed
instrument of assignment, sublease or license and an agreement executed by the assignee,
sublessee or licensee in form and substance satisfactory to the Port and expressly enforceable by
the Port, whereby the assignee, sublessee or licensee assumes and agrees to be bound by the

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Final Draft: August 7, 2015 
terms and provisions of this Amended and Restated Agreement and perform all the obligations of
Tenant hereunder. 
21.1.2 In the event of any assignment, Tenant and each respective assignor,
waives notice of default by the tenant in possession in the payment and performance of the Rent,
covenants and conditions of this Amended and Restated Agreement and consents that the Port
may in each and every instance deal with the tenant in possession, grant extensions of time,
waive performance of any of the terms, covenants and conditions of this Amended and Restated
Agreement and modify the same, and in general deal with the tenant then in possession without
notice to or consent of any assignor, including Tenant; and any and all extensions of time,
indulgences, dealings, modifications or waivers shall be deemed to be made with the consent of
Tenant and of each respective assignor. 
21.1.3 Tenant agrees that any sublease or license will contain a provision in
substance that if there be any termination whatsoever of this Amended and Restated Agreement 
then the subtenant or licensee, at the request of the Port, will attorn to the Port and the sublessee
or licensee, if the Port so requests, shall continue in effect with the Port, but the Port shall be
bound to the subtenant or licensee in such circumstances only by privity of estate. Nothing herein
shall be deemed to require the Port to accept such attornment. 
21.1.4 No assignment, subletting or license by Tenant shall relieve Tenant of any
obligation under this Amended and Restated Agreement, including Tenant's obligation to pay
Base Rent, fees or other amount due hereunder. Any purported assignment, subletting or license
contrary to the provisions hereof without consent shall be void. The consent by the Port to any
assignment or subletting shall not constitute a waiver of the necessity for such consent to any
subsequent assignment or subletting. 
21.1.5 Tenant shall reimburse the Port in the sum of Five Hundred Dollars
($500.00) plus any reasonable professionals' fees and expenses incurred by the Port in
connection with any request by Tenant for consent to an assignment, subletting or license. 
21.2   Excess Rental. If in connection with any assignment, sublease or license, Tenant
receives rent or other monetary consideration, either initially or over the term of the assignment
or sublease, in excess of the Rent called for hereunder, or in case of the sublease of a portion of
the Premises, in excess of such Rent fairly allocable to such portion, after appropriate
adjustments to assure  that all other payments called for hereunder and out-of-pocket
expenditures, operating costs or concessions incurred by Tenant in connection with such
assignment, sublease or license, are appropriately taken into account, Tenant shall pay to the Port
fifty percent (50%) of the excess of each such payment of rent or other consideration received by
Tenant after its receipt. 
21.3   Scope. The prohibition against assigning or subletting contained in this Article
shall be construed to include a prohibition against any assignment or subletting by operation of
law. Furthermore, for purposes of this Article, any sale, transfer or other disposition in the
aggregate of fifty percent (50%) or more of the equity ownership in Tenant (i.e. stock with
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Final Draft: August 7, 2015 
respect to tenant corporation, partnership interests with respect to a tenant partnership, etc.) shall
be deemed an assignment. If this Amended and Restated Agreement be assigned, or if the
underlying beneficial interest of Tenant is transferred, or if the Premises or any part thereof be
sublet or occupied by anybody other than Tenant, the Port may collect rent from the assignee,
subtenant or occupant and apply the net amount collected to the Rent herein reserved and
apportion any excess rent so collected in accordance with the terms of Section 21.2, but no such
assignment, subletting, occupancy or collection shall be deemed a waiver of this covenant, or the
acceptance of the assignee, subtenant or occupant as tenant, or a release of Tenant from the
further performance by Tenant of covenants on the part of Tenant herein contained.  No
assignment or subletting shall affect the continuing primary liability of Tenant (which, following
assignment, shall be joint and several with the assignee), and Tenant shall not be released from
performing any of the terms, covenants and conditions of this Amended and Restated
Agreement. 
ARTICLE 22: MISCELLANEOUS 
22.1   Notices. All notices required to be given hereunder shall be in writing and shall be
delivered personally, by certified or registered mail, return receipt requested, by facsimile or by
recognized overnight courier to the appropriate address indicated in ARTICLE 1 hereof or at
such other place or places as either the Port or Tenant may, from time to time, respectively,
designate in a written notice given to the other. Notices shall be deemed delivered (i) when
personally delivered; (ii) on the third day after mailing when sent by certified or registered mail
and the postmark affixed by the United States Postal Service shall be conclusive evidence of the
date of mailing; (iii) on the date transmitted by facsimile, if the facsimile is confirmed received;
or (iv) on the first business day after deposit with a recognized overnight courier if deposited in
time to permit overnight delivery by such courier as determined by its posted cutoff times for
receipt of items for overnight delivery to the recipient. 
22.2   Promotion of Port Commerce. Tenant agrees that throughout the term of this
Amended and Restated Agreement it will, insofar as practicable, promote and aid the movement
of passengers and freight through facilities within the territorial limits of the Port. Tenant further
agrees that all incoming shipments of commodities that it may be able to control or direct shall
be made through facilities within the territorial limits of the Port if there will be no resulting cost
or time disadvantage to Tenant. 
22.3   Labor Disputes. Tenant agrees to use its best efforts to avoid disruption to the
Port, its tenants or members of the public, arising from labor disputes involving Tenant, and in
the event of a strike, picketing, demonstration or other labor difficulty involving Tenant, to use
its good offices, including the utilization of available legal remedies, to minimize and/or
eliminate any disruption to the Port, its tenants or members of the public, arising from such
strike, picketing, demonstration or other labor difficulty. 
22.4   Port Management Agreement. As respects any portion of this Amended and
Restated Agreement that pertains to Washington State-owned aquatic lands under the Port's
management, this Amended and Restated Agreement is specifically subject to the terms and
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Final Draft: August 7, 2015 
conditions of the Port Management Agreement dated November 1, 1997 between the
Washington State Department of Natural Resources and the Port of Seattle, which Port 
Management Agreement is hereby incorporated by this reference. 
22.5   Non-Discrimination. 
22.5.1 Services. Tenant shall not discriminate against any person or persons
because of race, sex, age, creed, color, physical disability, HIV infection, veteran's status,
marital status, sexual orientation, national origin or any other basis made unlawful (whether on a
national, state or local level) during the Term of this Amended and Restated Agreement in
furnishing, or by refusing to furnish, to any person in Tenant's Operations. 
22.5.2 Employment. Tenant shall conduct its business in a manner that assures
fair, equal and nondiscriminatory treatment of all full or part-time employees. Tenant shall not
discriminate against any full- or part-time employee on the basis of race, sex, age, creed, color,
physical disability, HIV infection, veteran's status, marital status, sexual orientation, national
origin or any other basis made unlawful (whether on a national, state or local level) during the
term of this Amended and Restated Agreement. Tenant shall actively seek to hire and maintain a
diverse work force. 
22.6   Successors Bound. This Amended and Restated Agreement  and each of its
covenants and conditions shall be binding upon and shall inure to the benefit of the parties hereto
and their respective assignees, subject to the provisions hereof. Whenever in this Amended and
Restated Agreement a reference is made to the Port, such reference shall be deemed to refer to
the person in whom the interest of the Port shall be vested, and the Port shall have no obligation
hereunder as to any claim arising after the transfer of its interest in the Premises. Any successor
or assignee of the Tenant who accepts an assignment of the benefit of this Amended and
Restated Agreement and enters into possession or enjoyment hereunder shall thereby assume and
agree to perform and be bound by the covenants and conditions thereof. Nothing herein
contained shall be deemed in any manner to give a right of assignment to Tenant without the
prior written consent of the Port and otherwise in compliance with ARTICLE 21 hereof. 
22.7   Access to Premises. The Port shall have the right to show the Premises at all
reasonable times to any prospective purchasers, tenants or mortgagees of the same, and may at
any time enter upon the Premises, or any part thereof, for the purpose of ascertaining the
condition of the Premises or whether Tenant is observing and performing the obligations
assumed by it under this Amended and Restated Agreement, all without hindrance or molestation
from the Tenant. The Port shall also have the right to enter upon the Premises for the purpose of
making any necessary repairs and performing any work that may be necessary by reason of
Tenant's failure to make any such repairs or perform any such work. The above-mentioned rights
of entry shall be exercisable upon request made on reasonable advance notice to Tenant (except
that no notice shall be required in the event of an emergency) or an authorized employee of
Tenant at the Premises, which notice may be given orally. 
22.8   Time. Time is of the essence of each of Tenant's obligations hereunder. 
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22.9   Consent. Whenever the Port's prior consent or approval is required by this
Amended and Restated Agreement, the same shall not be unreasonably withheld but may, unless
otherwise specifically provided by this Amended and Restated Agreement, be granted or denied
in the Port's sole and absolute discretion. 
22.10  Attorneys' Fees. In the event either party requires the services of an attorney in
connection with enforcing the terms of this Amended and Restated Agreement or in the event
suit is brought for the recovery of any Rent or fees due under this Amended and Restated
Agreement or the breach of any covenant or condition of this Amended and Restated Agreement,
or for the restitution of the Premises to the Port and/or eviction of Tenant during the Term of this
Amended and Restated Agreement, or after the expiration thereof, the prevailing party will be
entitled to a reasonable sum for attorneys' fees, consultants' fees, witness fees and other costs,
both at trial and on appeal. 
22.11  Captions and Article Numbers. The captions, article and section numbers and
table of contents appearing in this Amended and Restated Agreement are inserted only as a
matter of convenience and in no way define, limit, construe or describe the scope or intent of
such sections or articles of this Amended and Restated Agreement nor in any way affect this
Amended and Restated Agreement. 
22.12  Severability. If any term, covenant, condition or provision of this Amended and
Restated Agreement, or the application thereof to any person or circumstance, shall to any extent
be held by a court of competent jurisdiction to be invalid, void or unenforceable, the remainder
of the terms, covenants, conditions or provisions of this Amended and Restated Agreement, or
the application thereof to any person or circumstance, shall remain in full force and effect and
shall in no way be affected, impaired or invalidated. 
22.13  Applicable Law; Waiver of Trial by Jury.  This Amended and Restated
Agreement, and, the rights and obligations of the parties hereto, shall be construed and enforced
in accordance with the laws of the State of Washington. In any action on or related to the terms
of this Amended and Restated Agreement, the parties (for themselves and their successors and
assigns) hereby waive any right to trial by jury and expressly consent to trial of any such action
before the court. 
22.14  Submission of Agreement. The submission of this document for examination and
negotiation does not constitute an offer to lease, or a reservation of or option for leasing the
Premises. This document shall become effective and binding only upon execution and delivery
hereof by the Port and Tenant. No act or omission of any officer, employee or agent of the Port
or Tenant shall alter, change or modify any of the provisions hereof. 
22.15  Entire Agreement; Modification.  This Amended and Restated Agreement,
including Article 23 below, amends and restates the parties' obligations regarding the Premises
under the Agreement and  sets forth all covenants, promises, agreements, conditions and
understandings between the Port and Tenant concerning the Premises. There are no covenants,
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Final Draft: August 7, 2015 
promises, agreements, conditions or understandings, either oral or written, between the Port and
Tenant other than as are herein set forth. No subsequent alteration, amendment, change or
addition to the Amended and Restated Agreement shall be binding upon the Port or Tenant
unless reduced to writing and signed by the Port and Tenant. 
22.16  Relationship of the Port and Tenant. Nothing contained herein shall be deemed or
construed as creating the relationship of principal and agent, partnership, or joint venture
partners, and no provision contained in this Amended and Restated Agreement nor any acts of
Tenant and the Port shall be deemed to create any relationship other than that of Tenant and the
Port. 
22.17  Exhibits. Exhibits A, B, and C are attached to this Amended and Restated
Agreement after the signatures and by this reference incorporated herein. 
ARTICLE 23: ADDITIONAL PROVISIONS 
23.1   Conditions Precedent. As conditions precedent to the effectiveness of this
Amended and Restated Agreement: (i) the Port shall execute a lease or other similar agreement
with Norwegian Cruise Line Holdings Ltd. (or its affiliate) under which Norwegian Cruise Line
Holdings will assume the management of the Pier 66 Cruise Facility and assume a responsibility
to substantially redevelop the Pier 66 Cruise Facility (the "NCLH Lease Agreement"), and (ii) 
Tenant shall execute an agreement with Norwegian Cruise Line Holdings Ltd. (or its affiliate)
for the management of the Pier 66 Cruise Facility for the 2016 cruise season (the "NCLH
Management Agreement"). The parties shall each confirm in writing to the other that it has
executed its respective agreement with Norwegian Cruise Line Holdings and that such agreement
remains in effect as of the Restatement Date. If either of the above conditions precedent is not
satisfied on or before the Restatement Date, this Amended and Restated Agreement shall be of
no effect and the Agreement shall continue to be effective as if this Amended and Restated
Agreement were never executed. 
23.2   Termination of the NCLH Lease Agreement. If the NCLH Lease Agreement is
terminated by Norwegian Cruise Line Holdings Ltd. (or its affiliate) as a result of its failure to
satisfy one or more contingencies on or prior to April 1, 2016, this Amended and Restated
Agreement shall automatically terminate and be of no effect and the Agreement shall continue to
be effective as if this Amended and Restated Agreement were never executed. 
23.3   Payment for Early Termination of Pier 66 Rights. In specific consideration of
Tenant agreeing to terminate its rights under the Agreement in relation to the Pier 66 Cruise
Facility as of the Restatement Date, the Port agrees to pay to, or cause to be paid to, Tenant the
sum of one million dollars and no cents ($1,000,000.00) no later than October 31, 2016. 
23.4   Current Puget Soundkeeper Litigation. 
23.4.1 The Port and Tenant acknowledge that they are currently involved in
litigation with the Puget Soundkeeper Alliance ("PSA") related to the Pier 66 Cruise Facility
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Final Draft: August 7, 2015 
(Puget Soundkeeper Alliance v. Cruise Terminals of America, 2:14-cv-00476-JCC U.S. District
Court for Western Washington) ("PSA Litigation"). The Port and Tenant each deny that they are
liable for the claims made by PSA in the PSA Litigation. Without in any manner suggesting that
either party may be liable to anyone (including each other) for any claims in connection with the
PSA Litigation, the Port and Tenant expressly agree that nothing in this this Amended and
Restated Agreement is intended to address or allocate any legal or financial responsibility
between the parties as to any liability arising from the PSA Litigation (including liability arising
from settlement of the PSA Litigation). The terms of the Agreement will remain applicable and
binding on the Tenant and the Port for the purposes of the PSA litigation. The Port and Tenant
each agree that, as between them, their respective liabilities, if any, regarding the PSA Litigation
shall be determined by reference to the Agreement and existing law and not to this Agreement. 
The Tenant and the Port affirmatively agree not to use in any manner this Amended and Restated
Agreement (but may use the Agreement, as amended through the Second Amendment) or the
NCLH Lease Agreement as evidence in the PSA litigation for purposes of attempting to impose
or allocate any legal and financial responsibility arising from the PSA litigation to the Tenant,
the Port and NCHL. 
23.4.2 Each of the Port and Tenant acknowledge that the operation of the Pier 66
Cruise Facility prior to the Restatement Date is subject to the terms and conditions of the
Agreement and except as specifically contemplated herein neither the Port nor Tenant waives or
extinguishes any rights or obligations under the Agreement with respect to the operation of the
Pier 66 Cruise Facility prior to the Restatement Date by entering into this Amended and Restated
Agreement; provided, that, notwithstanding anything to the contrary in the Agreement, this
Amended and Restated Agreement or otherwise, (i) Tenant shall under no circumstances be
responsible for making or in any respect paying for any improvements that may be required to
the Pier 66 Cruise Facility after the date hereof, including any improvements required as a result
of or arising from the PSA Litigation ("Required Improvements"); (ii) if Tenant is required by
court order or otherwise to make any payments in respect of Required Improvements, the Port
agrees to promptly reimburse Tenant for such payments; and (iii) Tenant shall have no liability
with respect to any Required Improvements. 
23.5   Tenant Office Space.  The Port recognizes that Tenant's office space at the
Terminal 91 Cruise Facility does not, unlike its office space at the Pier 66 Cruise Facility, have
exterior access. Accordingly, the Port agrees that it will, prior to March 31, 2016, install a call
button, CCTV camera, and remote-triggered door latch at the visitor/vendor entrance on the
northwest side of the Terminal 91 Cruise Facility building. All such improvements will be at the
Port's sole cost and expense. In addition, the Port agrees that it will, on Tenant's request and at
Tenant's option, make available space in its facilities in the A-500 trailer, Monday through
Friday, 10:00 am through 3:00 pm in the 45 days prior to the commencement of the Cruise
Season for reasonable operational needs. 


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Final Draft: August 7, 2015 
ARTICLE 24: SIGNATURES 
IN WITNESS WHEREOF, the parties have executed this Amended and Restated
Agreement as of the date first above written. 
PORT OF SEATTLE               CRUISE TERMINALS OF AMERICA,
LLC 

By:                                By: 
Its:                                            Its: 













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Final Draft: August 7, 2015 
ARTICLE 25: ACKNOWLEDGMENTS 

STATE OF WASHINGTON   ) 
) ss. 
COUNTY OF KING       ) 
On  this  _______ day  of    August   2015,  before  me,  personally  appeared
____________________________________ to   me   known   to   be   the
____________________________________ of t he PORT OF SEATTLE, a Washington municipal
corporation, the corporation that executed the foregoing instrument, and acknowledged said instrument to
be the free and voluntary act and deed of said corporation, for the uses and purposes therein mentioned,
and on oath stated that he/she was duly authorized to execute the same. 
IN WITNESS WHEREOF I have hereunto set my hand and affixed my official seal the day and year first
above written. 

Notary Public in and for the State of 
Residing at: 
My commission expires: 


STATE OF ___________________ ) 
) ss. 
COUNTY OF _________________ ) 
On  this  _______ day  of    August   2015,  before  me,  personally  appeared
____________________________________ to   me   known   to   be   the
____________________________________ of CRUISE TERMINALS OF AMERICA, LLC, a
Washington limited liability company, the corporation that executed the foregoing instrument, and
acknowledged said instrument to be the free and voluntary act and deed of said corporation, for the uses
and purposes therein mentioned, and on oath stated that he/she was duly authorized to execute the same. 
IN WITNESS WHEREOF I have hereunto set my hand and affixed my official seal the day and year first
above written. 

Notary Public in and for the State of 
Residing at: 
My commission expires: 


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Final Draft: August 7, 2015 
EXHIBIT A 
- Excerpts from Port Travel Policies Adapted for Tenant - 

OFFICIAL TRAVEL DEFINED: Tenant's officers and employees shall be engaged in official
travel on behalf of the Premises when travel is: 
1.     Connected with calling upon customers or potential customers of the Premises for
the purpose of promoting and selling the Premises and its services. 
2.     Required for the purpose of meeting with, negotiating or consulting with others
for the purpose of carrying out Tenant's Operations directly relating to the Premises. 
3.     Connected with attendance at meetings of organizations in which Tenant holds
memberships, or to which Tenant is officially affiliated for purposes of education, research,
promotion or joint action, so long as the meeting is attended for a legitimate business purpose
directly relating to the Premises and the representative attending on behalf of Tenant is an
appropriate representative. 
TRAVEL EXPENSES: Travel expenses shall be defined to include the following items: 
1.     Transportation  via motor vehicle; private automobiles; public transportation
(airline, railroad, busline, or waterborne); taxicab, limousine; rented vehicle; or other appropriate
means of transportation. 
a.     Automobile Reimbursement: When private vehicles are used, the CHI
representative shall be reimbursed at a rate which the Internal  Revenue Service
recognizes as meeting the requirement for accounting to employers, except as may be
modified by paragraph b. of this subsection. 
b.     Air Class: Authorized air travel arrangements will be at coach class or
equivalent, except Tenant may change passenger class to business or first class or
equivalent (and have the increased travel expense considered an Allowable Expense)
under the following conditions 
1)     Flights in excess of seven hours of flying time; 
2)     When it is essential that the Tenant representative conduct business
enroute with a customer who is ticketed in a class other than coach; 
3)     When time is of the essence and no coach class or equivalent rate
or space is available or when a special condition or circumstance exists such as a
physical condition, security, or carry-on requirements (packages or equipment)
which cannot be accommodated by coach class travel. Attempts should be made

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Final Draft: August 7, 2015 
to fly at the most economical class whenever possible except as other wise
provide above. 
2.     Lodging includes hotel, motel or similar accommodations as may be required. 
3.     Subsistence includes charges for all meals required when traveling. The costs of a
meal may include payment for table service, commonly referred to as a gratuity, not to exceed
15% of the price of the meal. 
4.     Miscellaneous and general expenses connected with traveling may include, but
are not limited to, the costs of attending regular meetings of official groups in which Tenant
holds memberships or is otherwise officially affiliated, reasonable telephone and telegraph
services, registration fees, baggage and luggage handling charges, printed materials, laundry and
dry cleaning, parking fees, tolls, stenographic, secretarial and other charges permitted by law. In
order for these and other expenses to be considered Allowable Expenses under the Amended and
Restated Agreement, the travel must be related to the operation or promotion of the Premises. 
Receipts may be required for items in this category. 











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Final Draft: August 7, 2015 
EXHIBIT B 
- Legal Description of Terminal 91 Lease Area - 
















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Final Draft: August 7, 2015 
EXHIBIT C 
- Legal Description of Terminal 91 Preferential Use Area  
















1