Draft: September 4, 2012 

SECOND AMENDMENT TO CRUISE 
FACILITY LEASE AGREEMENT 

THIS SECOND AMENDMENT TO CRUISE FACILITY LEASE AGREEMENT is made as of
this ____ day of September 2012, by and between the PORT OF SEATTLE, a Washington municipal
corporation (the "Port"), and CRUISE TERMINALS OF AMERICA, LLC a Washington limited
liability company ("Tenant"). 
Preliminary Statements: 
A.    The Port and Tenant are parties to that certain Cruise Facility Lease Agreement dated as
of December 21, 2005, which Cruise Facility Lease Agreement was amended by that certain First
Amendment to Cruise Facility Lease Agreement dated May 17, 2006. 
B.    The Port and Tenant timely indicated their respective desire to extend the Term of the
Agreement as provided Section 3.2, but the Port also indicated its intention to renegotiate the rental
amounts set forth in Article 4 of the Agreement. 
C.    The Port and Tenant have now agreed on a revised rental structure for the Extension
Period and desire to amend the Cruise Facility Lease Agreement (as amended) to reflect these revised
provisions for the Extension Term. 
For and in consideration of the mutual promises, covenants and conditions hereinafter set forth,
the parties agree as follows: 
SECTION 1:  DEFINITIONS 
All capitalized terms used herein without definition shall have the meanings ascribed to such terms in
the Agreement or the First Amendment. In addition, the following additional terms shall be added to the
list set forth in the Agreement and shall have the meanings specified in this Article unless otherwise
specifically provided: 
1.6    Allowances. Effective the first day of the Extension Period, Section 1.6 of the Agreement
is hereby deleted in its entirety and replaced with the following: 
1.6    Allowances. "Allowances" shall mean and refer to the Capital Allowance,
the Maintenance Allowance and the Per Passenger Allowance. 

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1.16   Event Reimbursement Agreement. Section 1.16 of the Agreement is hereby deleted in its
entirety and replaced with the following: 
1.6    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. 
1.35   Percentage Rent. Effective the first day of the Extension Period, Section 1.35 of the
Agreement is hereby deleted in its entirety and replaced with the following: 
1.35   Percentage Rent. "Percentage Rent" shall have the meaning set forth in
Section 2.3 and Attachment 1 of this Second Amendment. 
1.73   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 the Agreement and associated with the Port's use of theEvent 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 Paragraphs 2.c. and 17 of the Pier 66 portion of the Current Event
Reimbursement Agreement and 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. 
1.74   Non-Cruise Dockage Revenue. "Non-Cruise Dockage Revenue" shall mean and refer to
that portion of Tenant's Gross Revenuesattributable to the fee for Dockage charged for moorage of
vessels at the Pier 66 Cruise Facility for vessels that are not passenger vessels or cruise ships subject to,
and mooring under, Section Four of Port of Seattle Terminal Tariff No. 5, or any amendment or
replacement thereof. In the event that Section 5.1 of the First Amendment is subsequently revised and
Tenant is granted any rights related to moorage of vessels that are not passenger vessels or cruise ships
at the Terminal 91 Cruise Facility, Non-Cruise Dockage Revenue shall also include that portion of
Tenant's GrossRevenues attributable to the fee for Dockage for such use at the Terminal 91 Cruise
Facility. In the event that Tenant, pursuant to Section 8.6 of the Agreement charges an amount other
than, or in place of, the fee for Dockage set forth in the Port's current terminal tariff, the

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amount/component of the charge associated with Non-Cruise Dockage Revenue for such moorage shall
be as set forth in the required Port approval thereof. 
1.75   Per Passenger Allowance. "Per Passenger Allowance" shall have the meaning set forth in
Section 4.2 of this Second Amendment. 
1.76   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 an 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. 
1.77   Revenue of Consequence. "Revenue of Consequence" shall mean and refer to that
portion of Tenant's Gross Revenues falling within Flow Through Event Revenue, Non-Cruise Dockage
Revenue or Port Directed Cruise Fee Revenue. 
1.78   Second Amendment. "Second Amendment" shall mean and refer to this Second 
Amendment to Cruise Facility Lease Agreement. 
SECTION 2  REVISED RENT TERMS 
2.1    Preliminary Explanation. The Port and Tenant have agreed to substantially revise and
simplify the provisions of the Agreement related to Rent for the Extension Period. The formulae for
Percentage Rent have been completely revised. Savings Rent has been eliminated. All of the rent credits
except the Minimum Income Credit (which has been modified) have been eliminated. 
2.2    Eliminated Definitions. Effective on the first day of the Extension Period, the following
defined terms shall have no prospective application and are hereby deleted from the Agreement: (i)
Section 1.3 (Agreed Expense Ratio), (ii) Section 1.18 (Expense Credit), (iii) Section 1.24 (Leasehold
Expense Credit), (iv) Section 1.25 (Leasehold Savings Fee), (v) Section 1.43 (Preferential Use Expense

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Draft: September 4, 2012 
Credit), (vi) Section 1.44 (Preferential Use Savings Fee), and (vii) Section 1.48 (Savings Rent). 
Likewise, any reference to Savings Rent in section 1.47 (Rent) shall be eliminated. 
2.3    Article 4 Replaced. Effective on the first day of the Extension Period, ARTICLE 4 of the
Agreement as modified by the First Amendment shall have no prospective application, is hereby deleted
in its entirety, and replaced with a new ARTICLE 4 as set forth on Attachment 1. 
2.4    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 yearby-year
basis as part of the annual exercise by the Port of establishing the bundled cruise fee amounts. 
SECTION 3:  CONFIRMATION OF PREVIOUS LETTER AGREEMENTS 
3.1    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 1.5.18 and 1.20.12 as "pass-
throughs." Tenantmay 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. 
3.2    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. 
3.3    Understanding Regarding Stevedoring Fees. As set forth in that certain letter dated March
29, 2010, the Port and Tenant agree that Tenant may, as a convenience to the cruise lines (including, but
not limited to NCL), include the charges billed by the stevedoring services provider selected by a cruise
line on Tenant's invoice to the particular cruise line. Any amounts for those stevedoring services shall
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Draft: September 4, 2012 
be treated as a pass-through item under Sections 1.5.18 and 1.20.12 of the Agreement; provided,
however, any markup or administrative fee shall fall within the definition of Gross Revenues. 
3.4    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 Pier 66 Cruise Facility and/or 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 the 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 1.20 and 1.20.3 of the 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 1.20.2 of the Agreement. 
SECTION 4  ADDITIONAL ALLOWANCE 
4.1    Expiration of Improvement Allowance; Use of Remaining Improvement and Capital
Allowance. The Port and Tenant acknowledge and agree that the Improvement Allowance extended, by
its terms, only for the initial Term of the Agreement. Likewise, any amounts available under the Capital
Allowance during the initial Term of the Agreement do not carry over to the Extension Period. As a
result, any amounts remaining in the Capital Allowance and/or Improvement Allowance and unspent as
of December 31, 2012 shall expire and no longer available to Tenant. Tenant shall have until February
28, 2013 to submit to the Port a copy of any invoice for the purchase or replacement of any furniture,
fixtures, equipment or other capital items purchased under the Capital Allowance or Improvement
Allowance. Any such invoice and supporting documentation shall clearly reflect purchase and delivery
of the item(s) prior to December 31, 2012. 
4.2    Per Passenger Allowance. As an additional Allowance that will be effective over the
Extension Term only, the Port will provide Tenant with an annual allowance (the "Per Passenger
Allowance") as follows: 
4.2.1  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. 
4.2.2  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 Pier 66 Cruise Facility or
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 
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Draft: September 4, 2012 
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. 
4.2.3  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. 
SECTION 5  MISCELLANEOUS. 
5.1    No Other Modifications; References to Agreement.  Except as specifically amended
herein, the Agreement (as amended by the First Amendment) shall continue in full force and effect in
accordance with its original terms. Reference to this specific Second Amendment need not be made in
the Agreement or any other instrument or document executed in connection therewith, or in any
certificate, letter or communication issued or made pursuant to or with respect to the Agreement, any
reference in any of such items to the Agreement being sufficient to refer to the Agreement as amended
hereby. 
5.2    No Other Agreements. This Second Amendment and the Agreement (as amended by the
First Amendment) set forth all covenants, promises, agreements, conditions and understandings between
the Port and Tenant, and there are no covenants, promises, agreements, conditions or understandings,
either oral or written, between the Port and Tenant other than as set forth in the Agreement and this
Second Amendment. 
5.3    Severability. If any term, covenant, condition or provision of this Second Amendment,
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 Second Amendment, 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. 
5.4    Captions and Article Numbers. The captions, article and section numbers appearing in
this Second Amendment are inserted only as a matter of convenience and in no way define, limit,
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Draft: September 4, 2012 
construe or describe the scope or intent of such sections of this Second Amendment nor in any way
affect this Second Amendment. 
5.5    Attachments. Attachment 1 is attached to this Second Amendment after the signatures
and by this reference incorporated herein. 
IN WITNESS WHEREOF, the parties have executed this Second Amendment as of the date first
above written. 
PORT OF SEATTLE                CRUISE TERMINALS OF AMERICA LLC 

By:                                By: 
Its:                                            Its: 











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Draft: September 4, 2012 
ACKNOWLEDGMENTS 
STATE OF WASHINGTON ) 
) ss 
COUNTY OF KING    ) 
On this _____ day of September, 2012 before me personally appeared __________________________, to
me known to be the _________________________________ of the PORT OF SEATTLE, the municipal
corporation that executed the within and foregoing instrument, and acknowledged said instrument to be the free and
voluntary act and deed of said corporation, for the uses and purposes therein mentioned, and on oath stated that s/he
was authorized to execute said instrument. 
In Witness Whereof I have hereunto set my hand and affixed my official seal the day and year first above
written. 

___________________________________________ 
(Signature) 
___________________________________________ 
(Print Name) 
Notary Public, in and for the State of Washington, 
residing at __________________________________ 
My Commission expires: _______________________ 

STATE OF WASHINGTON ) 
) ss 
COUNTY OF KING    ) 
On this _____ day of September, 2012, before me personally appeared _________________________, to
me known to be the ______________________________ of CRUISE TERMIN ALS OF AMERICA, LLC, the
corporation that executed the within and foregoing instrument at Tenant, 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 s/he was authorized to execute said instrument. 
In Witness Whereof I have hereunto set my hand and affixed my official seal the day and year first above
written. 

___________________________________________ 
(Signature) 
___________________________________________ 
(Print Name) 
Notary Public, in and for the State of Washington, 
residing at __________________________________ 
My Commission expires: _______________________ 



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Draft: September 4, 2012 
ATTACHMENT 1 
-- Revised ARTICLE 4 -- 

ARTICLE 4: RENT 
4.1   Percentage Rent. For and in consideration of Tenant's rights in the Pier 66 Cruise
Facility and 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 
Pier 66 Lease Area, Terminal 91 Lease Area, and         26.4% 
Terminal 91 Parking Area 
Pier 66 Preferential Use Area, Terminal 91 Preferential         61.6% 
Use Area and Pier 66 Parking Area 
Pursuant to Section 4.4, the amounts associated with the Pier 66 Lease Area, 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 Pier 66 Preferential Use Area, the Terminal 91
Preferential Use Area and the Pier 66 Parking Area are not considered Contract Rent subject to
Leasehold Excise Tax. 
4.1.2  Percentage of Non-Cruise Dockage Revenue. Tenant shall pay the Port
fifty percent (50%) of Non-Cruise Dockage Revenue. Pursuant to Section 4.4, this portion of the
Percentage Fee is attributable to the Pier 66 Preferential Use Area and is not considered Contract
Rent subject to Leasehold Excise Tax. 
4.1.3  Percentage of Flow-Through Event Revenue. Tenant shall pay the Port
fifty percent (50%) of Flow-Through Event Revenue. Pursuant to Section 4.4, this portion of the
Percentage Fee is attributable to the Pier 66 Lease Area and the Terminal 91 Lease Area and is
subject to Leasehold Excise Tax. 
4.1.4  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 month of May each
year shall be due within thirty (30) days (and not fifteen days) after the end of the month of May.
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
ATTACHMENT 1  Page 1

Draft: September 4, 2012 
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 Agreement or after the expiration of sooner termination thereof, Tenant
shall have verified with each cruise line having called at either the Pier 66 Cruise Facility or
Terminal 91 Cruise Facility 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 the Agreement, if Tenant has otherwise
complied with all other terms and conditions of this 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. 
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 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,
ATTACHMENT 1  Page 2

Draft: September 4, 2012 
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 payment of
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 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 the Agreement, if Tenant has otherwise complied in all material respects with all other terms
and conditions of this Agreement, the Port shall refund such excess to Tenant. 
4.4   Contract Rent. The Port and Tenant agree that the amounts associated with the
Pier 66 Lease Area, 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 Agreement. All amounts
associated with the Pier 66 Preferential Use Area, Terminal 91 Preferential Use Area and Pier
66 Parking 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 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 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 determined that 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 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. 
ATTACHMENT 1  Page 3

Draft: September 4, 2012 
4.6   Audit. 
4.6.1  Tenant shall maintain during the term of this 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 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%), all 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
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 t o 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 12.2.1; (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
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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, P. O. Box 34249-1249, Seattle, WA 98124-
1249, 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. 









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