Item No. 10a Attach 1
Meeting Date: May 26, 2026

FIRST AMENDMENT TO
BELL STREET CRUISE TERMINAL LEASE AGREEMENT
THIS FIRST AMENDMENT ("FIRST AMENDMENT") TO BELL STREET CRUISE
TERMINAL LEASE AGREEMENT is made as of _______________, 20_____, by and between
the PORT OF SEATTLE, a Washington municipal corporation ("the Port") and Tenant, as
defined in Section 1.44.
WHEREAS, the parties entered into a Bell Street Cruise Terminal Lease Agreement dated
August 14, 2015 (the "Agreement"); and
WHEREAS the Port and Tenant share goals around decarbonization and creating economic
benefit in the community and wish to formalize these shared goals; and
WHEREAS the Port and Tenant have agreed to share the cost of the shorepower at the Bell
Street Cruise Terminal, with Tenant reimbursing the Port fifteen million dollars
($15,000,000.00), which will be collected from the Marketing Fund over the Term of the
Agreement, beginning with the 2026 season. The Marketing Fund will sunset after full
collection of the $15 million contribution to shore power; and
WHEREAS, The Port of Seattle greenhouse gas (GHG) reduction goals include scope 1 and 2
targets to achieve an absolute reduction of 50% by 2030 from a 2005 baseline and net zero by
2040, and scope 3 targets to achieve an absolute reduction of 50% by 2030 from a 2007 baseline
and carbon neutral by 2050, the achievement of which, Tenant will duly consider; and
WHEREAS, through Tenant's global sustainability program, Sail & Sustain, Tenant is
integrating an environmental, social and governance (ESG) lens in nearly every aspect of
Tenant's business, and is committed to pursuing net zero greenhouse gas emissions by 2050
across Tenant's operations (Scopes 1 and 2) and Tenant's value chain (Scope 3), covering wellto-wake emissions; and
WHEREAS, Tenant has established short- and near-term targets to reduce GHG intensity from
its fleet of ships, islands and facilities (Scopes 1 & 2) as well as upstream fuel- and energyrelated activities, including well-to-tank emissions (portion of Scope 3) 10% by 2026 and 25%
by 2030, compared to 2019 baseline with intensity measured on a per capacity day basis; and
WHEREAS, Tenant and the Port desire to simultaneously amend the Sublease between the
parties and assign the Agreement and Sublease to the Tenant described in Section 1.44 through a
Conditional Consent to Assignment; and
WHEREAS, it is the intent of the Port to consider measurable progress and achievements related
to decarbonization and other environmental matters when considering whether to consider
extension(s), and it is the intent of parties to renegotiate requirements related to decarbonization
and other environmental matters as technology changes over time; and
WHEREAS, the parties now wish to revise the Agreement as described below.
NOW THEREFORE, in consideration of their mutual promises, the parties hereby agree as
follows:
1.
Section 1.1 of the Agreement is hereby deleted in its entirety and replaced with the
following Section 1.1
1.1
Affiliated Lines. Affiliated Lines shall mean and refer to any cruise lines and/or
brands owned and controlled, whether directly or indirectly, by Norwegian Cruise Line Holdings
Ltd. As of the date of this First Amendment, Norwegian Cruise Lines Holdings Ltd. owns and
controls NCL (Bahamas) Ltd., Oceania Cruises Ltd. and Seven Seas Cruises Ltd., which between
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them operate the Norwegian Cruise Line, Oceania Cruises and Regent Seven Seas Cruises
brands.
2.
Section 1.18 of the Agreement is hereby deleted in its entirety and replaced with the
following Section 1.18:
1.18 Extension Period. "Extension Period" shall include the "First Extension Period"
and the "Second Extension Period" as defined in Sections 3.2 and 3.3.
3.
Section 1.44 of the Agreement is hereby deleted in its entirety and replaced with the
following Section 1.44:
1.44
Tenant. "Tenant" shall mean NCL (Bahamas) Ltd. , a Bermuda corporation,
whose address for purposes of notice is 7665 Corporate Center Drive, Miami, Florida 33126,
Attention: Senior Vice President, Destination and Strategic Development with a copy of any
notice to be provided to 7665 Corporate Center Drive, Miami, Florida 33126, Attention: General
Counsel, Oceania Cruises Ltd., an exempted company continued under the laws of Bermuda with
its principal office located at 7665 Corporate Center Drive, Miami, Florida 33126, Attention:
Senior Vice President, Destination and Strategic Development with a copy of any notice to be
provided to 7665 Corporate Center Drive, Miami, Florida 33126, Attention: General Counsel,
and Seven Seas Cruises Ltd., an exempted company continued under the laws of Bermuda with
its principal office located at 7665 Corporate Center Drive, Miami, Florida 33126, Attention:
Senior Vice President, Destination and Strategic Development with a copy of any notice to be
provided to 7665 Corporate Center Drive, Miami, Florida 33126, Attention: General Counsel.
.
.
4.
Sections 3.1 and 3.2 of the Agreement are hereby deleted in its entirety and replaced with
the following Sections 3.1, 3.2, and 3.3:
3.1
Term. The Term of this Agreement shall commence on the Commencement Date
and shall extend for approximately twenty (20) years until the end of the Cruise Season in
2035 unless earlier terminated pursuant to the terms of this Agreement.
3.2
First Extension. If Tenant in compliance with the terms and conditions of this
Agreement, and achieves the commitments in Section 9.6 and Exhibits H and I, Tenant
may (in its sole discretion) request to extend the Term of this Agreement for an additional
period of five (5) years, commencing at the end of the Cruise Season in 2035 and
terminating at the end of the Cruise Season in 2040 (the "Extension Period"). Tenant
shall provide the Port with written notice (in the manner provided in Section 25.1) of the
same not earlier than the end of the Cruise Season in 2033 and not later than the
beginning of the Cruise Season in 2035. In the event that the Port timely receives such
notice and is likewise (in its sole discretion) interested in extending the Term of this
Agreement, it shall provide Tenant written notice (in the manner provided in Section
25.1) of the same not later than ninety (90) days following receipt of Tenant's notice. The
Port's failure to provide Tenant with such written notice within the stated ninety (90) day
period shall constitute the Port's refusal to consent to the extension, and the Agreement
shall terminate after the 2035 Cruise Season. In the event that both parties notify the other
their mutual desire to extent the Term of this Agreement for the First Extension Period,
and unless either party otherwise provides notice of its intention to renegotiate the
consideration required under Article 4, Article 11, Article 12, Section 9.6, Exhibit H,
Exhibit I and Section 24.4 in its notice to the other party, this Agreement shall
automatically extend for the First Extension Period upon the same terms and conditions
set forth in the Agreement. In the event that either party indicates in its notice to the other
party of an intention to renegotiate the consideration required under Article 4, Article 11,
Article 12, Section 9.6, Exhibit H, Exhibit I and Section 24.4, the parties shall promptly
commence negotiations on revised consideration for the First Extension Period. It is the
Port's intent to renegotiate requirements related to decarbonization and other
environmental matters in any extensions or amendments and as technology changes over
time. In the event that either party fails to deliver notice as required in this Section 3.2 or
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the parties fail to agree, as reflected in a binding writing signed by both parties, on
revised consideration amounts for the First Extension Period by the end of the Cruise
Season in 2034, any attempts to exercise the Extension Period shall be null and void and
this Agreement shall automatically terminate on the end of the Cruise Season in 2035.
3.3
Second Extension. If Tenant in compliance with the terms and conditions of this
Agreement and the Term has been extended by the First Extension above, and Tenant is
in compliance with Section 9.6 and Exhibits H and I, Tenant may (in its sole discretion)
request to extend the Term of this Agreement for an additional period of five (5) years,
commencing at the end of the Cruise Season in 2040 and terminating at the end of the
Cruise Season in 2045 (the "Second Extension Period"). Tenant shall provide the Port
with written notice (in the manner provided in Section 25.1) of the same not earlier than
the end of the Cruise Season in 2038 and not later than the beginning of the Cruise
Season in 2039. In the event that the Port timely receives such notice and is likewise (in
its sole discretion) interested in extending the Term of this Agreement, it shall provide
Tenant written notice (in the manner provided in Section 25.1) of the same not later than
ninety (90) days following receipt of Tenant's notice. The Port's failure to provide
Tenant with such written notice within the stated ninety (90) day period shall constitute
the Port's refusal to consent to the extension, and the Agreement shall terminate after the
2040 Cruise Season. In the event that both parties notify the other their mutual desire to
extent the Term of this Agreement for the Extension Period, and unless either party
otherwise provides notice of its intention to renegotiate the consideration required under
Article 4, Article 11, Article 12, Section 9.6, Exhibit H, Exhibit I and Section 24.4 in its
notice to the other party, this Agreement shall automatically extend for the Extension
Period upon the same terms and conditions set forth in the Agreement. In the event that
either party indicates in its notice to the other party of an intention to renegotiate the
consideration required under Article 4, Article 11, Article 12, section 9.6, Exhibit H,
Exhibit I and Section 24.4, the parties shall promptly commence negotiations on revised
consideration for the Extension Period. It is the Port's intent to renegotiate requirements
related to decarbonization and other environmental matters as technology changes over
time. In the event that either party fails to deliver notice as required in this Section 3.3 or
the parties fail to agree, as reflected in a binding writing signed by both parties, on
revised consideration amounts for the Extension Period by the end of the Cruise Season
in 2039, any attempts to exercise the Extension Period shall be null and void and this
Agreement shall automatically terminate on the end of the Cruise Season in 2040.
5.
Section 4.2 of the Agreement is hereby deleted in its entirety and replaced with the
following:
4.2
Contract Rent. The Port and Tenant agree that the amounts denominated as the
Lease Fee shall be the "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 denominated as Preferential Use Fee 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
4.2 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. The determination of contract rent and
taxable rent for purposes of assessment of leasehold excise tax shall be subject to R.C.W.
82.29A and the Department of Revenue's implementing regulations, and any subsequent
amendment of the statute or regulations.
6.
Section 5.1 of the Agreement is hereby deleted in its entirety, and replaced with the
following:
5.1
Security. Tenant shall, upon execution of this Agreement, obtain and deliver to
the Port a good and sufficient corporate surety company bond, irrevocable stand-by letter
of credit, cash deposit or other security in an amount equal to eight hundred thirty five
thousand dollars ($835,000.00) (hereinafter referred to as "Security"), to secure Tenant's
full performance of this Agreement, including the payment of all fees and other amounts
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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, which approval shall not be unreasonably withheld or
conditioned with respect to the form and nature of the Security. The Security shall remain
in place at all times throughout the full term of this Agreement. 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. Within thirty
(30) days of execution of the First Amendment, Tenant shall promptly furnish in a form
satisfactory to the Port evidence indicating the increase in the amount of that Security from
$835,000 to THREE MILLION FIVE HUNDRED THOUSAND AND NO/100
DOLLARS ($3,500,000.00). If the First Extension under Section 3.2 is approved, Tenant
shall promptly furnish in a form satisfactory to the Port evidence indicating the increase in
the amount of that Security to FOUR MILLION TWO HUNDRED FIFTY THOUSAND
AND NO/100 DOLLARS ($4,250,000.00) prior to March 1, 2036. If the Second Extension
under Section 3.3 is approved, Tenant shall promptly furnish in a form satisfactory to the
Port evidence indicating the increase in the amount of that Security to FIVE MILLION
AND NO/100 DOLLARS ($5,000,000.00) prior to March 1, 2041.
7.
Section 9.6 of the Agreement is hereby deleted in its entirety and replaced with the
following:
9.6 Environmental Stewardship. Tenant and its Affiliated Lines have worked closely
with the Port, Washington Department of Ecology, and Puget Sound Clean Air Agency
and other regional and state agencies to reduce environmental impacts of cruise ship
operations, including installation of shore-side electrical power at Pier 66, equipping of
ships for shore-side electrical power, and installation and operation of advanced
wastewater treatment systems. With this collaborative effort a strong partnership has
evolved as the cruise industry has grown in Seattle. The Port and Tenant will work
together to resolve environmental issues as they arise to further grow the business
relationship. Through this continued partnership and as part of the Agreement, the Tenant
will comply with the elements listed in the Attached Exhibits H and I.
8.
Section 10.2 of the Agreement is hereby deleted in its entirety and replaced with the
following:
10.2

Parking at Bell Street Cruise Terminal.

10.2.1
Tenant shall pay the Port's parking operator at then-prevailing market
rates all parking services necessary for passengers associated with Cruise Ship
Activities at the Bell Street Cruise Terminal.
10.2.2
Tenant shall be entitled to, at then-prevailing market rates, up to sixty (60)
unassigned parking spaces during the months of April through October on dates when
ships requiring stevedoring services call and five (5) parking spaces at all other times
in the Bell Street Pier Parking Garage for use by Tenant. Tenant shall pay the Port's
parking operator at then-prevailing market rates for all necessary parking. Tenant
shall agree with the Port's parking operator an annual basis prior to each cruise
season on the number of spaces Tenant shall require, Tenant shall pay the Port's
parking operator at then-prevailing market rates for a minimum fifty (50) of the
parking spaces provided during the months of April through October shall be made
available by Tenant for use by the stevedores participating in Cruise Ship Activities at
no cost to the stevedores. Tenant shall pay the Port's parking operator at thenprevailing market rates for five (5) of the parking spaces provided during the months
of April through October shall be made available by Tenant for use by the United
States Customs Service and the Immigration and Naturalization Service at no cost to
either.
9.
Sections 11.3.1 and 11.3.2 of the Agreement are hereby deleted in their entirety and
replaced with the following:
11.3.1
For the year 2016, the Port will cap the increase to the passenger fee
component of Port Directed Cruise Fees to the lesser of the year-over-year increase or
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five percent (5.0%). And for the years 2017-2030, the Port will cap the increase to the
passenger fee component of Port Directed Cruise Fees to the lesser of the year-overyear increase or four and one-half percent (4.5%). As an example, if the Port decides
to increase the passenger fee component of the bundled fee by 7% in 2017 and by 4%
in 2018, the passenger fee component of the bundled fee under this Agreement would
increase in 2017 by 4.5 % over the 2016 level and in 2018 by 4% over the 2017 level.
11.3.2
For the year 2016, the Port will cap increases to the dockage fee
component of the Port Directed Cruise Fees (as expressed within the bundled, per
passenger fee) to the lesser of the year-over-year increase or five percent (5.0%). And
for the years 2017-2030, the Port will cap increases to the dockage fee component of
the Port Directed Cruise Fees (as expressed within the bundled, per passenger fee) to
the lesser of the year-over-year increase or four and one-half percent (4.5%). For
clarity, the dockage fee is - in the absence of bundling - expressed on a per-linearfoot basis and calculated on the length-over-all of the vessel. The Port, for the
convenience of the Tenant and other lines, converts this per-linear-foot number to a
per-passenger number based on the length-over-all of the scheduled vessels and their
capacities. The limitation on future increases in the dockage fee component is
specifically with respect to the per-linear-foot amount and not the per-passenger
amount. The per-passenger amount may vary by more or less than the increase in the
per-linear-foot amount (and will not be limited to an increase of no more than 4.5%)
depending on the relative year-over-year mix of vessels scheduled at all Port of
Seattle facilities. As an example, if the Port decides to increase the dockage fee
component of the bundled fee by 7% in 2017 and by 4% in 2018, the dockage fee
component of the bundled fee under the Agreement, when expressed on a per-linearfoot basis, would increase in 2017 by 4.5 % over the 2016 level and in 2018 by 4%
over the 2017 level. The actual change in the dockage fee component of the bundled
fee under the Agreement, when expressed on a per-passenger basis, may vary more or
less than these amounts.
10.

New Section 11.3.4 is hereby added:

11.3.4 For the year 2031 the passenger and dockage fee components of the Port Directed
Cruise Fees (as expressed within the bundled, per passenger fee) shall be ninety percent (90%)
of the passenger and dockage fee components of the Port Directed Cruise Fees (as expressed
within the bundled, per passenger and dockage fees) in the published Port Tariff for the 2031
cruise season. For the years 2032-2035, the Port will cap increases to the passenger and
dockage fee components of the Port Directed Cruise Fees (as expressed within the bundled, per
passenger and dockage fees) to the lesser of the year-over-year increase or four and one-half
percent (4.5%).
In the First and Second Extension Periods, if applicable, the passenger and dockage fee
components of the Port Directed Cruise Fees (as expressed within the bundled, per passenger and
dockage fees) for the first year of such Extension Period(s), (unless a party elects to renegotiate
as provided in Section3.2), shall be ninety percent (90%) of the passenger and dockage fee
components of the Port Directed Cruise Fees (as expressed within the bundled, per passenger and
dockage fee) in the published Port Tariff for such cruise season. For each remaining year of
the extension period(s), if applicable, the Port will cap increases to the passenger and dockage
fee components of the Port Directed Cruise Fees (as expressed within the bundled, per passenger
and dockage fees) to the lesser of the year-over-year increase or four and one-half percent
(4.5%).
11. Section 11.7 of the Agreement is hereby deleted in its entirety and replaced with the
following:
11.7 Passenger Guarantees. Subject only to an event of Force Majeure (including the
failure to complete the Project as provided in Section 6.7), in each Cruise Season from
2017-2024, Tenant guarantees a minimum of 276,000 revenue passengers per Cruise
Season at the Bell Street Cruise Terminal (the "Basic Guarantee"). For the 2016 Cruise
Season, the Basic Guarantee shall be 214,000 revenue passengers. For each Cruise
Season from 2025 through the rest of the Term of the Agreement, including any
Extension Periods, Tenant guarantees a minimum of 325,000 revenue passengers per
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Cruise Season at the Bell Street Cruise Terminal (the "Basic Guarantee"). For purposes
of meeting the Basic Guarantee, passengers from any of the Affiliated Lines, both
homeport and port-of-call, will be counted, and each passenger will be counted each time
the Port Directed Cruise Fees are due and paid for such passenger. For purposes of the
Agreement, port-of-call vessels include both vessels making an in-transit call at the Bell
Street Terminal and those vessels which, although not homeported in Seattle, make one
or more turnaround calls at the Bell Street Terminal. The reconciled number of Tenant
passengers for whom the bundled per-passenger fee is paid will be used for purposes of
determining whether the Basic Guarantee has been met. In the event that Tenant fails to
meet the Basic Guarantee for any Cruise Season, Tenant shall nonetheless pay the Port
the amount of the Port Directed Cruise Fees for the shortfall no later than October 15 of
the calendar year for which Cruise Season there was a shortfall. Tenant shall not be
entitled to apply excess passengers in any Cruise Season to offset a shortfall in any other
Cruise Season.
12. Sections 12.2, 12.2.1, 12.2.2 and 12.2.3 of the Agreement are hereby deleted in their
entirety and replaced with the following:
12.2. Marketing Allowance. So longs as there remains a balance of the Fifteen Million
Dollars ($15,000,000.00) as reimbursement for the shorepower facilities, the Port of
Seattle agrees to maintain a marketing fund (the "Marketing Fund") funded with an
allowance (the "Marketing Allowance") equal to ten percent (10%) of the total Port
Directed Cruise Fees paid by Tenant for all revenue passengers sailing on Affiliated
Lines' vessels; provided, however, in the event that the Term of the Agreement is
extended to include Extension Period(s), the Marketing Allowance for the Extension
Period shall be only five percent (5%) of the total Port Directed Cruise Fees paid by
Tenant for all revenue passengers sailing on Affiliated Lines' vessels.
12.2.1 Payment of Marketing Fund. The Port Marketing Allowance will be based on the
number of revenue passengers sailing on vessels associated with the Affiliated Lines
during the previous Cruise Season as reported by Tenant pursuant to Section 11.2.1 and
for which the Port Directed Cruise Fees have been paid as provided by Section 11.2.3.
Starting in 2026, the Marketing Allowance will no longer be paid by the Port to Tenant,
and will continue to be withheld throughout the Term until the withheld amount totals
Fifteen Million Dollars ($15,000,000.00) as reimbursement for the shorepower facilities,
at which point the Marketing Allowance will sunset and no longer be paid by the Port.
The Marketing Fund will no longer be maintained when the Fifteen Million Dollars
($15,000,000.00) has been exhausted as reimbursement for the shorepower facilities.
13. Section 25.6 of the Agreement is hereby deleted in its entirety and replaced with the
following:
25.6 Port Management Agreement. With respect to any portion of this Agreement that
pertains to Washington State-owned aquatic lands under the Port's management, this
Agreement is specifically subject and subordinate to the terms and conditions of the Port
Management Agreement dated November 1, 1997 between the Washington State
Department of Natural Resources ("DNR") and the Port of Seattle and any future Port
Management Agreement between the Port and DNR that is executed during the Term
of the Agreement, which will be provided to Tenant upon request, which Port
Management Agreement(s) are hereby incorporated by this reference.
14.

New Section 25.22 is hereby added to the Agreement:

25.22
Compliance. Tenant will comply with all local, state, federal, and other laws,
rules, regulations, or other requirements applicable to its operations, including those relating to
environmental compliance, worker safety, anti-corruption, economic sanctions, trade restrictions,
labor and human trafficking.
15.

New Section 25.23 is hereby added to the Agreement:
25.23 Joint and Several Liability. Each and every party who signs this Agreement, other
than in a representative capacity, as Tenant, shall be jointly and severally liable

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hereunder. It is understood and agreed that for convenience the word "Tenant" and verbs
and pronouns in the singular number and neuter gender are uniformly used throughout
this Agreement, regardless of the number, or fact of incorporation of the party who is, or
of the parties who are, the actual tenant or tenants under this Agreement.

16. In accordance with Section 2.2, Exhibits B1, B2, C and D are attached hereto and
incorporated herein, superseding previous Exhibits B, C, and D.
17. New Exhibit E-1 is attached hereto and incorporated herein, superseding previous
Exhibit E.
18.

New Exhibits H and I are attached hereto and incorporated herein.

19. Within thirty (30) days of execution of this First Amendment, Tenant shall promptly
furnish in a form satisfactory to the Port evidence indicating the increase in the amount of the
Security from EIGHT HUNDRED THOUSAND AND NO/100 DOLLARS ($835,000.00) to
THREE MILLION FIVE HUNDRED THOUSAND AND NO/100 DOLLARS ($3,500,000.00)
in compliance with Section 5.1 of the Agreement.
20. Except as expressly amended herein, all provisions of the Agreement shall remain in full
force and effect.
IN WITNESS WHEREOF, the parties hereto have executed this First Amendment as of the day
and year first above written.
PORT
PORT OF SEATTLE

TENANT
NORWEGIAN CRUISE LINE HOLDINGS
LTD.

By _________________________________
Its_______________________________

By _________________________________
Its_______________________________

TENANT
OCEANIA CRUISES LTD.

TENANT
SEVEN SEAS CRUISES LTD.

By _________________________________
Its

By _________________________________
Its
_____________________________

TENANT
NCL (BAHAMAS) LTD.

By:_________________________________
Its:_________________________________

First Amendment
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Notary to First Amendment to Lease
STATE OF WASHINGTON

with Norwegian Cruise Line Holdings Ltd.
)
)ss
)

COUNTY OF KING

On this _____ day of ___________________, 20_____, 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.
written.

In Witness Whereof I have hereunto set my hand and affixed my official seal the day and year first above

_____________________________________________
(Signature)
_____________________________________________
(Print Name)
Notary Public, in and for the State of Washington,
residing at _____________________________________
My Commission expires: _________________________

STATE OF FLORIDA

)

COUNTY OF MIAMI-DADE

)

) ss

On this _____ day of ___________________, 20_____, before me personally appeared
____________________________, to me known to be the _________________________________ of Norwegian
Cruise Line Holdings Ltd., the individual/entity that executed the within and foregoing instrument as Tenant, and
acknowledged said instrument to be the free and voluntary act and deed of said individual/entity, for the uses and
purposes therein mentioned, and on oath stated that s/he was authorized to execute said instrument.
written.

In Witness Whereof I have hereunto set my hand and affixed my official seal the day and year first above

_____________________________________________
(Signature)
_____________________________________________
(Print Name)
Notary Public, in and for the State of Florida,
residing at _____________________________________
My Commission expires: _________________________

STATE OF FLORIDA

)

COUNTY OF MIAMI-DADE

)

) ss

On this _____ day of ___________________, 20_____, before me personally appeared
____________________________, to me known to be the _________________________________ of NCL
(Bahamas) Ltd., the individual/entity that executed the within and foregoing instrument as Tenant, and
acknowledged said instrument to be the free and voluntary act and deed of said individual/entity, for the uses and
purposes therein mentioned, and on oath stated that s/he was authorized to execute said instrument.
written.

In Witness Whereof I have hereunto set my hand and affixed my official seal the day and year first above

My Commission expires:

First Amendment
POS Agreement #SEA002827
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_____________________________________________
(Signature)
_____________________________________________
(Print Name)
Notary Public, in and for the State of Florida,
residing at _____________________________________

8

STATE OF FLORIDA

)

COUNTY OF MIAMI-DADE

)

) ss

On this _____ day of ___________________, 20_____, before me personally appeared
____________________________, to me known to be the _________________________________ of Oceania
Cruises Ltd.___________________________________, the individual/entity that executed the within and foregoing
instrument as Tenant, and acknowledged said instrument to be the free and voluntary act and deed of said
individual/entity, for the uses and purposes therein mentioned, and on oath stated that s/he was authorized to execute
said instrument.
written.

In Witness Whereof I have hereunto set my hand and affixed my official seal the day and year first above

_____________________________________________
(Signature)
_____________________________________________
(Print Name)
Notary Public, in and for the State of Florida,
residing at _____________________________________

My Commission expires:
STATE OF FLORIDA

)

COUNTY OF MIAMI-DADE

)

) ss

On this _____ day of ___________________, 20_____, before me personally appeared
____________________________, to me known to be the _________________________________ of Seven Seas
Cruises Ltd., the individual/entity that executed the within and foregoing instrument as Tenant, and acknowledged
said instrument to be the free and voluntary act and deed of said individual/entity, for the uses and purposes therein
mentioned, and on oath stated that s/he was authorized to execute said instrument.
written.

In Witness Whereof I have hereunto set my hand and affixed my official seal the day and year first above

My Commission expires:

First Amendment
POS Agreement #SEA002827
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_____________________________________________
(Signature)
_____________________________________________
(Print Name)
Notary Public, in and for the State of Florida,
residing at _____________________________________

9

EXHIBIT E-1
- Lease Fee and Preferential Use Fee -

Period
Commencement - September 30, 2016
October 1, 2016 - September 30, 2017
October 1, 2017 - September 30, 2018
October 1, 2018 - September 30, 2019
October 1, 2019 - September 30, 2020
October 1, 2020 - September 30, 2021
October 1, 2021 - September 30, 2022
October 1, 2022 - September 30, 2023
October 1, 2023 - September 30, 2024
October 1, 2024 - September 30, 2025
October 1, 2025 - September 30, 2026
October 1, 2026 - September 30, 2027
October 1, 2027 - September 30, 2028
October 1, 2028 - September 30, 2029
October 1, 2029 - September 30, 2030

Lease Fee
$828,100
$865,400
$904,200
$944,800
$987,300
$1,031,700
$1,077,900
$1,126,500
$1,177,400
$1,230,200
$1,285,700
$1,343,700
$1,403,900
$1,467,000
$1,532,800

Preferential Use Fee
$2,510,900
$2,624,200
$2,741,700
$2,864,900
$2,993,800
$3,128,300
$3,268,500
$3,415,800
$3,570,200
$3,730,200
$3,898,700
$4,074,300
$4,257,000
$4,448,200
$4,647,900

October 1, 2030 - September 30, 2031
$1,601,900
October 1, 2031 - September 30, 2032
$1,673,800
October 1, 2032 - September 30, 2033
$1,749,000
October 1, 2033 - September 30, 2034
$1,828,000
October 1, 2034 - September 30, 2035
$1,910,200
First Extension Period
October 1, 2035 - September 30, 2036
$1,996,200
October 1, 2036 - September 30, 2037
$2,086,000
October 1, 2037 - September 30, 2038
$2,179,900
October 1, 2038 - September 30, 2039
$2,277,900
October 1, 2039 - September 30, 2040
$2,380,500
Second Extension Period
October 1, 2040 - September 30, 2041
$2,487,600
October 1, 2041 - September 30, 2042
$2,599,500
October 1, 2042 - September 30, 2043
$2,716,500
October 1, 2043 - September 30, 2044
$2,838,700
October 1, 2044 - September 30, 2045
$2,966,500

$4,857,500
$5,075,500
$5,303,500
$5,542,900
$5,792,100

First Amendment
POS Agreement #SEA002827
Norwegian Cruise Line Holdings LTD.
XX/XX/20XX

$6,052,700
$6,325,100
$6,609,700
$6,907,200
$7,218,000
$7,542,800
$7,882,200
$8,236,900
$8,607,600
$8,995,000

EXHIBIT H

Tenant makes the following sustainability, equity, and workforce development commitments:
•

Tenant's GHG reduction goals are generally aligned with the Port's goals. The Northwest
Ports Clean Air Strategy (the NWPCAS) sets a vision to phase out emissions from
seaport-related activities by 2050, supporting cleaner air for our local communities and
fulfilling our shared responsibility to help limit global temperature rise to 1.5ºC. The
Port of Seattle GHG reduction goals include scope 1 and 2 targets to achieve an absolute
reduction of 50% by 2030 from a 2005 baseline and net zero by 2040, and scope 3 targets
to achieve an absolute reduction of 50% by 2030 from a 2007 baseline and carbon neutral
by 2050. Tenant is committed to pursuing net zero greenhouse gas emissions by 2050
across its operations (Scopes 1 and 2) and its value chain (Scope 3), covering well-towake emissions, and Tenant has established short- and near-term targets to reduce GHG
intensity from its fleet of ships, islands and facilities (Scopes 1 & 2) as well as upstream
fuel- and energy-related activities, including well-to-tank emissions (portion of Scope 3)
10% by 2026 and 25% by 2030, compared to 2019 baseline with intensity measured on a
per capacity day basis. Tenant will give due consideration to the Port's goal of reducing
absolute GHG emissions by 50% by 2030 from a 2007 baseline and goal to achieve
carbon neutrality by 2050 within its airshed. Tenant will strive to a reduction in total
GHG emissions across its global fleet compared to a 2019 baseline by 2030. In addition
to demonstrating measurable progress towards the Port's climate goal, Tenant also
commits to developing potential decarbonization pathways and associated prerequisite
assumptions regarding fuel supply and/or technology advancements and will share any
updates with the Port by December 31, 2026, and regularly thereafter.

•

All homeported vessels will be shore power capable and connect by the 2027 Cruise
Season. Tenant shall connect all home-ported ships to shore-side electrical power unless
shore power is unavailable for connection due to actions of the Port of Seattle or Seattle
City Light, or due to equipment maintenance or outages, or other force majeure. On an
annual basis the Tenant will meet with the Port of Seattle staff to evaluate home-porting
operations and strategies to increase the use of shore power toward a goal of achieving
100-percent use.

•

In support of shared environmental and sustainability goals and strategies (e.g. air
quality, water quality, waste management, energy efficiency, decarbonization), and items
related to on-terminal transportation (e.g., shuttle buses), equipment (e.g., cargo handling
equipment), regional ground transportation (e.g., motor coach operations and
Transportation Network Companies and part of the annual planning for shore-side
transportation operations), the Tenant and its Affiliated Lines will strive to minimize air
and GHG emissions. This includes demonstrated efforts to employ options such as
preferred contracting, incentives, use of newer and/or low and zero emissions buses and
engines, low and zero emission fuels in vehicles and equipment, advanced pollution
control device retrofits and anti-idling programs. Tenant will work with Port staff and
others on at least an annual basis to identify joint sustainability opportunities, projects
and programs including emission reduction opportunities. Where feasible and agreed
upon will develop implementation plans and schedules, which may include an option for
partnership-funding mechanisms.

•

Tenant will participate in emission-reducing initiatives, in relation to energy, waste and
ultimately emissions at the Pier 66 terminal. This may include as agreed upon by both
parties:
o Guest engagement initiative to reduce energy and waste,
o Technical and/or operational projects to reduce energy consumption,
o Participating in renewable energy programs

First Amendment
POS Agreement #SEA002827
Norwegian Cruise Line Holdings LTD.
XX/XX/20XX

o Tenant will collaborate with Port of Seattle to strive to improve the measurement
of and identify opportunities to reduce emissions within the value chain including
with local suppliers.
•

Tenant will continue to provide ongoing leadership and engagement in the Pacific
Northwest to Alaska Green Corridor.

•

Tenant and the Port will encourage stevedores use of low emission equipment with a zero
emission shoreside goal by 2030. Tenant will partner with the Port, stevedores and other
parties to achieve this 2030 goal.

•

Tenant will provide incentives for ground handlers who use lower GHG alternative forms
of transportation, and require that all motorcoaches in Seattle to have a 2007 model year
engine or newer, or with emission controls that achieve the equivalent level of air quality
within one year of the execution of this First Amendment. Tenant will communicate
through its website to booked cruise guests how to choose lower GHG alternatives for
transport to and from the cruise terminals, and will coordinate with the Port on standards
relating to taxis, TNC's, and other transportation options.

•

Tenant will continue to partner with the Department of Ecology and others on public
engagement and policy making regarding EGCS operations and wash water. Tenant will
continue to comply with MOU agreements with Washington Department of Ecology,
concerning water quality and vessel discharge management practices. Tenant shall
continue to provide information for and participate in annual review of such agreements
and seek consensus on modifications needed to such agreements during this process.
Tenant will continue to comply with the EGCS pause and stormwater best management
practices (BMPs) for cruise terminal operations which the Port establishes annually in
accordance with the Washington Department of Ecology, the provisions of the Federal
Clean Water Act, Federal Clean Air Act, and the Puget Sound Clean Air Agency
Regulations to help ensure the safekeeping of Elliot Bay and Puget Sound, the marine
environment, and air quality.

•

The Port may, at its option, for purposes of internal and external air quality and emission
program planning, tracking, and communications, obtain from the vessel captain, owners
or its representatives information about the methods by which ships homeporting in Port
of Seattle achieve compliance with IMO MARPOL Annex VI including exhaust gas
cleaning system operations and fuel use while inside ECA, engine tier, and about the use
of shore power at berth, as applicable. Information provided will help inform the
Northwest Ports Clean Air Strategy, regional and Port emission inventory updates, and
implementation of Port of Seattle's Century Agenda and greenhouse gas emission
reduction goals. This includes participation in emission inventories conducted by the Port
of Seattle. (See Exhibit I for full details on data sharing). The Port will work with Tenant
to collect any such data in a manner that anonymizes such data.

•
•

Tenant will continue to participate in the ECHO and Quiet Sound program.
Tenant will work with local non-profits on donations of reusable goods.

•

Up to twice per cruise season on mutually convenient dates and times, Tenant will
provide ship tours for education and workforce development purposes.

•

Tenant will expand responsible sourcing opportunities that promote a variety of underrepresented groups which could include small, diverse, disadvantaged, WMBE, tribal and
local suppliers as permitted by law, and focus on capability building with key suppliers in
collaboration with the Port.

First Amendment
POS Agreement #SEA002827
Norwegian Cruise Line Holdings LTD.
XX/XX/20XX

•

Tenant will use reasonable efforts to collaborate with Maritime focused non-profit
entities to assist in creating curriculum and experiential field-based learning opportunities
and internships for students as part of Maritime-focused workforce development
programs.

•

Tenant will collaborate with the Port on Anti-human trafficking efforts and has signed on
to the Port Allies Against Human Trafficking Pledge.

•

Tenant will pilot a zero or near-zero (znz) emission fuel such as biofuel or methanol in
Seattle by 2028.

•

Community Impact: Tenant will participate in community initiatives through in-kind
and/or cash donations with a mutually agreed upon value per year with local partners.
The focus should aim to support low-income and/or minority communities in the local
area. This may include engagement with students at Maritime High School through ship
tours and panel discussions and sponsorships of local events such as charity fundraisers.

•

Traffic Planning & Management: Tenant will collaborate with the Port to implement a
survey with the intention to raise awareness of alternative transportation options and
collect data to inform traffic management plans. The survey will be developed in a joint
effort and updated annually with mutually agreed upon questions which will be available
to be completed by guests in the terminal to voluntarily fill out. The Port will post
signage in the terminal with a QR code that can be scanned by guests to obtain the
survey. The Port shall share with Tenant results of the survey on a quarterly basis. The
survey will include questions related to the following: (1) Percentage of passengers
participating in airline arrival and passenger intended method of transportation to and
from the terminal, i.e., personal vehicle, vehicle for hire, subway, bus, rail or air travel;
and (2) Passenger origin and intended destination after departing the terminal information
by zip code, city, state, or home country (e.g. home and/or destination city/state or zip
code

First Amendment
POS Agreement #SEA002827
Norwegian Cruise Line Holdings LTD.
XX/XX/20XX

EXHIBIT I

Tenant Reporting Requirements
Prior to the beginning of the Season, Tenant will submit to the Port the following
information for each vessel scheduled to call at the Port:
•
•
•
•

Shore power capability status per ship
Advance Wastewater Treatment system type
Exhaust Gas Cleaning System by type and usage
Other emission reduction technology and/or innovations on board each vessel

Tenant will identify which of their Seattle Homeport vessels currently have ALS or other noise
reduction technology, as well as planned retrofits. Weekly during the season, Tenant will
submit the following preliminary information for the previous week for each vessel calling at
the Port of Seattle.
•

•
•

Shore power connection per call, including whether a ship connected, start
time of connection, any times of disconnection, duration of connection, power
(kw), and energy (kWh) consumed during connection and the total utility
costs per shore power connection. If connection failed, include
documentation and explanation of reasons for failure to assist in problem
solving.
Fuel type(s) used onboard per vessel fuel specifications (e.g. origin, sulfur
content, and other criteria) for operations at berth and underway
Fuel consumption quantity by fuel type and use (e.g. main, auxiliary, boiler
operating engines, pilot fuel, etc.) including fuel type switching activity.

ANNUAL UPDATES: Tenant and the Port will meet annually in person to review progress on
commitments, decarbonization and environmental action, and overall performance. This annual
review may be combined with other annual meetings and reviews described elsewhere in this
Agreement. The Port will consider these factors in determining whether to consent to a request to
extend the term as described in Sections 3.2 and 3.3. The GHG emissions accounting
methodology, including well to wake accounting and boundary of measurement, will utilize the
methodologies developed through the Pacific Northwest to Alaska Green Corridor (PNW2AK)
to the extent possible. Any portions of a required methodology not determined through the
PNW2AK collaboration will be developed and mutually agreed to by the Parties within 6 months
of the PNW2AK Emissions Methodology being developed, but not later than December 31,
2026. In addition to the information above, annually, Tenant will submit an annual report with
the following information, by December 1st of each calendar year. Such annual report will
include vessels homeported in Seattle and will include:
1. Quiet Sound participation as further described in Exhibit H
2. Other emission reduction technology and/or innovations on board each vessel
homeported in Seattle
3. Provisions sourcing via a variety of under-represented groups which could include
local, small, tribal, diverse, WMBE and disadvantaged businesses as further described in Exhibit
H, as permitted by law
4. Disaggregated organizational demographics by hierarchy, shipboard, and landbased.
5. A summary of the community impact activities including breakdown of cash and inkind donations.
6. Tenant will report progress on food waste and single use plastics reduction efforts via
annual sustainability reporting, and regionally communicate such efforts.
First Amendment
POS Agreement #SEA002827
Norwegian Cruise Line Holdings LTD.
XX/XX/20XX

7. To measure GHG emissions progress toward GHG reduction targets, Tenant agrees to
share data on total GHG emissions and GHG emissions intensity (GHG emissions per-availablelower-bed capacity) specific to the Tenant and its Affiliated Lines' vessels operating within the
Port's Puget Sound Airshed and may do so via annual sustainability reporting.
8. On at least an annual basis, Tenant will participate, with Port of Seattle and partners, in
evaluating, planning and/or developing strategies to reduce emissions from ocean going vessels
in accordance with the Northwest Ports Clean Air Strategy and in support of Port of Seattle's
Century agenda and greenhouse gas emissions reduction goals.
9. On at least an annual basis, Tenant will work with Port of Seattle and partners to
identify joint sustainability opportunities, projects and programs.
Annual Impact Report: Tenant shall deliver to the Port no later than December 1st of each
calendar year during the Term, an annual report, delivered in person or via remote meeting,
detailing efforts that have contributed to the environmental, social and economic aspects of
Tenant's business operations in Seattle. The contents of the report shall include updates related
to sustainability initiatives pursued in collaboration with the Port.

First Amendment
POS Agreement #SEA002827
Norwegian Cruise Line Holdings LTD.
XX/XX/20XX