Final Draft: August 7, 2015 
BELL STREET CRUISE TERMINAL 
SUBLEASE AGREEMENT 

THIS BELL STREET CRUISE TERMINAL SUBLEASE AGREEMENT (the "Sublease
Agreement") is made as of this ___ day of August 2015 by and between NORWEGIAN
CRUISE LINE HOLDINGS LTD., a Bermuda corporation ("NCLH"), and the PORT OF
SEATTLE, a Washington municipal corporation ("Port"). 
WHEREAS, the Port is the owner of the Bell Street Cruise Terminal at Pier 66 Seattle,
Washington; and 
WHEREAS, the Port has leased the Bell Street Cruise Terminal Area to NCLH under
that certain Bell Street Cruise Terminal Lease Agreement of even date herewith (the "Prime
Lease"); and 
WHEREAS, the Port has acknowledged that NCLH does not wish to operate from or
manage the Bell Street Cruise Terminal Lease Area outside of the Cruise Season (as those terms
are defined in the Prime Lease) and that the Port has therefore agreed to sublease substantially all
of the Bell Street Cruise Terminal Lease Area from NCLH annually for the period outside of the
Cruise Season (specifically including the Extension Period, if exercised), 
NOW THEREFORE, for and in consideration of the mutual promises, covenants and
conditions hereinafter set forth, the parties agree as follows: 
1.     Definitions. Capitalized terms in this Sublease Agreement shall have the same
meaning as set forth in the Prime Lease. In addition, the following terms shall have the meanings
set forth: 
a.     Sublease Premises. "Sublease Premises" shall mean that portion of the
Bell Street Cruise Terminal Lease Area indicated on Exhibit A, excluding only those certain
offices and storage areas located within the Bell Street Cruise Terminal Lease Area of which
NCLH shall retain exclusive use. 
2.     Sublease. Subject to the provisions, covenants and agreements contained in this
Sublease Agreement, NCLH subleases to the Port and the Port hereby subleases from NCLH the
Sublease Premises. NCLH specifically reserves to itself a right to access the Sublease Premises
identical to that set forth in Section 25.8 of the Prime Lease. The Port and Tenant acknowledge
that the plans for the redevelopment of the Bell Street Cruise Terminal are preliminary and
subject to change. As a result, while Exhibit A reflects the best information available to the
parties today regarding the boundaries of the Sublease Premises, it is preliminary. The parties
explicitly recognize that the precise boundaries of the Sublease Premises may change. As part of
the redevelopment of the Bell Street Cruise Terminal, the Port will, with Tenant's reasonable
assistance, prepare revised drawings accurately reflecting the Subleased Premises. The Port shall
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complete this document and deliver to Tenant a proposed, final Exhibit A (the "Proposed
Exhibit") depicting the final configuration and boundaries of the Sublease Premises. Unless
Tenant provides the Port with objection to the Proposed Exhibit within ten (10) days of receipt,
the Proposed Exhibit shall automatically become incorporated herein as Exhibit A and the
preliminary Exhibit A shall thereafter be of no force and effect. In the event that Tenant has any
objection to the Proposed Exhibit, the parties shall meet promptly and in good faith to resolve
those objections. 
3.     Term. Subject only to the need for NCLH to complete the Project following the
2017 Cruise Season, this Sublease Agreement shall first commence at the end of the 2017 Cruise
Season and shall annually extend from the end of the Cruise Season each calendar year until the
beginning of the Cruise Season the following calendar year for the Term of the Prime Lease. In
the event construction of the Project extends beyond the end of the 2017 Cruise Season, this
Sublease Agreement shall then commence fifteen (15) days following substantial completion of
the Project. In the event that the parties exercise the Extension Period set forth in Section 3.2 of
the Prime Lease, this Sublease Agreement shall automatically extend for such Extension Period.
Where reference is made in this Sublease Agreement to the "term" of the Sublease Agreement,
such reference shall refer only to those portions of time occurring outside the Cruise Season
while this Sublease Agreement is actively in effect. In the event the Prime Lease is terminated
for any reason, this Sublease Agreement shall likewise terminate on the same date. 
4.     Rent. For the sublease rights granted under this Sublease Agreement, the Port
shall pay NCLH rent ("Sublease Rent") as set forth on Exhibit B. The Sublease Rent shall be due
and payable annually not later than January 31 of each recurring sublease term (i.e. January 31,
2018 for the term extending from the end of the end of the Cruise Season 2017 until the
beginning of the Cruise Season 2018). In the event that the commencement of this Sublease
Agreement is delayed as provided in Section 3, the Sublease Rent will be prorated for any partial
annual term based on the actual number of days in that annual term. In the event that either party
provides notice of an intention to reneogtiate the consideration under the Prime Lease as
provided by Section 3.2 of the Prime Lease, the Sublease Rent for the Extension Period shall
likewise automatically be subject to such renegotiation as well. 
5.     Security. The Port shall not be required to provide any security for this Sublease
Agreement. 
6.     Alterations; FF&E. Except as may be expressly approved by NCLH in its
reasonable discretion, the Port shall have no right to undertake any Alterations under this
Sublease Agreement. The Port shall retain ownership of all trade fixtures, business equipment
and furnishings from time to time installed by the Port and shall, unless otherwise agreed by
NCLH, remove them at the end of each annually recurring term. 
7.     Use. Notwithstanding any restriction on use set forth in the Prime Lease, the Port
may make use of the Sublease Premises for any legal use, specifically including (but not limited
to) Event Activities. The Port shall be responsible for complying with the requirements of
Section 8.2 of the Prime Lease for any such use. 

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8.     Provisions related to Cruise Ship Activities. Articles 9, 10, 11, and 12 of the
Prime Lease shall have no application to this Sublease Agreement. 
9.     Taxes. The Port shall be reponsible for any taxes arising by virtue of any use
under this Sublease Agreement. 
10.    Indemnity and Insurance. The Port shall indemnify NCLH to the same degree that
NCLH is required to indemnify the Port under the Prime Lease for any condition or occurrence
arising during the term of this Sublease Agreement. Likewise, NCLH shall indemnify the Port to
the same degree that the Port is required to indemnify the NCLH under the Prime Lease for any
condition or occurrence arising during the term of this Sublease Agreement. The Port shall
maintain such insurance as it elects consistent with the requirements of Chapter 48.62 of the
Revised Code of Washington. 
11.    Operating Expenses; Utilities. The Port shall be responsible for any Operating
Expenses arising during during the term of this Sublease Agreement. To the extent that there are
significant differences in the amount of those Operating Expenses and utilities between the
Cruise Season and non-Cruise Season, the parties shall reasonably agree on a protocol by which
to allocate any Operating Expenses and utilities between the Cruise Season and non-Cruise
Season. 
12.    Repair & Maintenance. The parties repair and maintenance obligations shall
remain as set forth in Sections 16.1 and 16.2 of the Prime Lease. The Port shall comply with the
provision of Section 16.3 for any use of the Sublease Premises during the term of this Sublease
Agreement. 
13.    Environmental Responsiblities. The Port shall comply with the requirements of
Section 17.1, 17.2 and 17.4 of the Prime Lease during the term of this Sublease Agreement, as
though the Port were the "Tenant" thereunder. 
14.    Damage & Destruction; Other Termination Rights. The parties' rights and
responsibilities in the event of damage and destruction to the Sublease Premises shall remain as
set forth in Article 18 of the Prime Lease. Any election to terminate the Prime Lease shall
automatically operate to terminate this Sublease Agreement, and any right of rent abatement
shall likewise apply to this Sublease Agreement. Likewise, in the event of any termination under
Article 22 of the Prime Lease, any termination of the Prime Lease shall automatically operate to
terminate this Sublease Agreement and the parties rights shall generally be as set forth in Article
22. 
15.    Default. This Sublease Agreement shall subject to the provisions of Article 21 of
the Prime Lease as though the Port were the "Tenant" thereunder; provided, however, the Events
of Default set forth in Section 21.1.1, 21.1.4, and 21.1.5 shall not apply. 
16.    No Waiver; Right to Perform. As to the provisions of this Sublease Agreement,
NCLH shall have all of the rights of the Port as provided by Article 23 of the Prime Lease. 
17.    Assignment and Subletting. Notwithstanding any restriction on assignment and
subletting set forth in Article 24 of the Prime Lease, the Port may from time-to-time assign or
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sublease all or any portion of its rights under this Sublease Agreement, specifically including
(but not limited) to its event manager, so long as the Port remains fully responsible to NCLH for
the obligations of this Sublease Agreement. 
18.    Miscellaneous. Sections 25.1, 25.7, 25.8, 25.11, 25.12, 25.13, 25.14, 25.15, 25.16,
and 25.17 of the Prime Lease apply equally to this Sublease Agreement. 
19.    Exhibits. Exhibits A and B are attached to this Sublease Agreement after the
signatures and by this reference incorporated herein. 
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first
above written. 
PORT OF SEATTLE               NORWEGIAN CRUISE LINE HOLDINGS
LTD. 
By:                                By: 
Its:                                            Its: 











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Final Draft: August 7, 2015 
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 the 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 NORWEGIAN CRUISE LINE HOLDING LTD., a
Bermuda 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: 



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Final Draft: August 7, 2015 
EXHIBIT A 
- Map of Sublease Premises - 

















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Final Draft: August 7, 2015 
EXHIBIT B 
- Sublease Rent - 

Period                  Sublease Lease Rent 
End of Season 2017  Beginning of Season 2018             $310,700 
End of Season 2018  Beginning of Season 2019             $324,700 
End of Season 2019  Beginning of Season 2020             $339,300 
End of Season 2020  Beginning of Season 2021             $354,500 
End of Season 2021  Beginning of Season 2022             $370,400 
End of Season 2022  Beginning of Season 2023             $387,100 
End of Season 2023  Beginning of Season 2024             $404,600 
End of Season 2024  Beginning of Season 2025             $422,800 
End of Season 2025  Beginning of Season 2026             $441,900 
End of Season 2026  Beginning of Season 2027             $461,800 
End of Season 2027  Beginning of Season 2028             $482,500 
End of Season 2028  Beginning of Season 2029             $504,100 
End of Season 2029  Beginning of Season 2030             $526,800 
Extension Period 
End of Season 2030  Beginning of Season 2031             $550,500 
End of Season 2031  Beginning of Season 2032             $575,200 
End of Season 2032  Beginning of Season 2033             $601,100 
End of Season 2033  Beginning of Season 2034             $628,200 
End of Season 2034  Beginning of Season 2035             $656,400 








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