Fourth Amendment 2
POS Agreement #SEA000975
Cruise Terminals of America, LLC
XX/XX/20XX
4. Section 3.1 is deleted in its entirety and replaced with the following:
Term. The Term of this Amended and Restated Agreement shall continue from the
Restatement Date until ten (10) days after the last scheduled ship in 2021, or November 30,
2021, whichever is earlier. Subject to the Port’s sole consent and if Tenant is in compliance
with the terms and conditions of this Lease, Tenant has the option to request up to two (2)
extensions of the Lease term for two (2) additional one (1) year option terms. In the event
Tenant wishes to extend the Lease term, Tenant shall provide the Port with written notice
of Tenant’s request to exercise such option no more than one year and no less than two
hundred forty (240) days prior to the expiration of the Agreement term. No later than sixty
(60) days after receipt of Tenant’s notice, the Port, in its sole discretion, may provide
Tenant with written confirmation of the Port’s consent to the extension. The Port’s failure
to provide Tenant with such written notice within the stated sixty (60) day period shall
constitute the Port’s refusal to consent to the extension.
5. The required Security in Section 5.1 is updated from three hundred thousand dollars
($300,000.00) to three million five hundred thousand ($3,500,000), and the following
Section 5.1.1 is added:
Conditions of Security. Security provided under Article 5 shall be subject to any conditions
included in any approved security instrument.
6. Section 6.2 is deleted in its entirety and replaced with the following:
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, Homeland Security Customs
and Boarder Protection CBP, 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)
and if the Port and Tenant, acting in good faith and considering use of the Allowances and
application of the rent credits provided under Section 4.3, cannot agree on the
implementation and funding of such Alteration(s), Tenant shall have the right to terminate
this Amended and Restated Agreement effective at the end of the current Cruise Period,
provided such notice is provided prior to October 1
st
of the current Cruise Period.
7. Section 8.1.8 is hereby deleted in its entirety and replaced with the following:
Parking. Tenant shall be responsible for all parking, whether passenger, longshore, guest or