Item No. 10a_Attach 3
Meeting Date: May 26, 2026

CONDITIONAL CONSENT TO ASSIGNMENT
THIS CONDITIONAL CONSENT TO ASSIGNMENT ("Consent") is made as of this
_____ day of _______________ 20_____ by and between the PORT OF SEATTLE, a
Washington municipal corporation ("the Port"), Norwegian Cruise Line Holdings Ltd., a
Bermuda corporation ("Assignor") and NCL (Bahamas) Ltd. d/b/a Norwegian Cruise Line,
aBermuda company with its principal office located at 7665 Corporate Center Drive, Miami,
Florida 33126 ("Norwegian"), Oceania Cruises Ltd. d/b/a Oceania Cruises, an exempted
company continued under the laws of Bermuda with its principal office located at 7665
Corporate Center Drive Miami, Florida 33126 ("Oceania") and Seven Seas Cruises Ltd. d/b/a
Regent Seven Seas Cruises, an exempted company continued under the laws of Bermuda with its
principal office located at 7665 Corporate Center Drive Miami, Florida 33126 ("Regent").
Norwegian, Oceania and Regent shall be collectively referred to as "AssigneesAssignees".
WHEREAS, the Port and Assignor are parties to that certain Bell Street Cruise Terminal
Lease Agreement of August 14, 2015 (the "Lease"), and a Bell Street Cruise Terminal Sublease
Agreement dated August 14, 2015 (the "Sublease"), which relate to certain premises located at
Pier 69 as more particularly described in the Lease and Sublease ("the Premises"); and
WHEREAS, Assignor and Assignee have agreed Assignor will assign, and Assignees
will assume, all rights and obligations under the Lease and Sublease (the "Assignment")
effective as of _______________, 20_____ (the "Effective Date"); and
WHEREAS, Assignor and Assignees are, under the terms of the Lease and Sublease,
required to obtain the Port's consent to the Assignment; and
WHEREAS, the Port is prepared to give its consent to the Assignment subject to certain
conditions as more specifically set forth in this Consent;
NOW THEREFORE, in consideration of the mutual promises and other valuable
consideration the receipt of which is hereby acknowledged, the parties agree as follows:
1.
Representations and Warranties Regarding Assignment. Assignor and Assignee hereby
represent, warrant and covenant as follows for purposes of obtaining the Port's consent:
a.
As of the Effective Date, Assignor has, excepting only the necessity of this Consent,
absolutely and unconditionally assigned and transferred (or will assign and transfer, if the
Effective Date is in the future) to Assignees all of Assignor's right, title, and interest in and
to the Lease and Sublease, subject to all the terms and conditions, covenants, and
agreements contained in the Lease and Sublease;
b.
As of the Effective Date, Assignees have, excepting only the necessity of this
Consent, absolutely and unconditionally accepted such assignment and assumed and agreed
to perform (or will accept and assume and agree to perform, if the Effective Date is in the
future) all the terms, conditions, covenants, and agreements of the Lease and Sublease, on
the part of the Tenant in the Lease and Sublease, as if Assignees had originally executed
the Lease and Sublease; and
c.

Assignees' agreement shall be binding on the successors and assigns of Assignees.

2.
Consent of Port. Subject to the agreements and the fulfillment of the conditions set forth in
this Consent, the Port hereby consents to the Assignment.
3.
Port May Deal with Assignees. On or after the Effective Date, Assignor hereby waives
notice of default by Assignees (or any successor) in the payment and performance of the rent,
covenants and conditions of the Lease and Sublease and consents that the Port may in each and
every instance deal with the Assignees (or any successor), grant extensions of time, waive
performance of any of the terms, covenants and conditions of the Lease and Sublease and modify
the same, and in general deal with the Assignees (or any successor) without notice to or consent
POS Conditional Consent to Assignment
A-1
Norwegian Cruise Line Holdings Ltd., Agr #00XXXX
Assigned to NCL (Bahamas) Ltd., Oceania Cruises Ltd. & Seven Seas Cruises Ltd.
Date

of Assignor; and any and all extensions of time, indulgences, dealings, modifications or waivers
shall be deemed to be made with the consent of Assignor (and any successor).
4.
Assignor Remains Liable. Assignor shall be and remain liable and responsible for the
keeping, performance, and observance of all the covenants, agreements, terms, provisions, and
conditions set forth in the Lease and Sublease on the part of Tenant and for the payment of the
annual rental, additional rent, and all other sums now and/or hereafter becoming payable
thereunder, expressly including, but not limited to, adjustments of rent, and any and all charges
for any additional electric energy, property, material, labor, utility, or other similar or dissimilar
services or materials rendered, supplied, or furnished by the Port in, to or in connection with the
Premises or any part thereof, whether for or at the request of Assignor or Assignees.
5.
Additional Conditions to Consent. The Port's consent is specifically conditioned upon, and
shall not be effective until:
a.
Assignee has documented, on terms satisfactory to the Port, compliance with Section
5.1 (Security) of the Lease, whether by furnishing an irrevocable letter of credit or other
security acceptable to the Port in the amount of THREE MILLION FIVE HUNDRED
THOUSAND AND NO/100 DOLLARS ($3,500,000.00).
b.
Assignee has documented, on terms satisfactory to the Port, compliance with the
insurance requirements of Section 14.2 of the Lease (Insurance).
6.
No Modification. Nothing in this Consent shall be construed to modify, waive, impair or
affect any of the covenants, agreements, terms, provisions, or conditions in the Lease or Sublease
(except as expressly provided in this Consent), or to waive any breach thereof, or any rights of
the Port against any person, firm, partnership, association, or corporation liable or responsible for
the performance thereof, or to enlarge or increase the Port's obligations under the Lease or
Sublease, and all covenants, agreements, terms, provisions, and conditions of the Lease and
Sublease are hereby mutually declared to be in full force and effect.
7.
No Further Assignment. No further assignment or sublease of the Lease or Sublease shall
be made without the Port's written consent, and the Port specifically reserves all of its rights
under the Lease and Sublease except as expressly set forth herein.
8.
Applicable Law; Attorneys' Fees. This Consent shall be construed and enforced in
accordance with the laws of the State of Washington. In the event either party requires the
services of an attorney in connection with enforcing the terms of this Consent, the prevailing
party shall be entitled to a reasonable sum for attorneys' fees, witness fees and other court costs
and expenses, both at trial and on appeal.
9.
Entire Agreement. This Consent shall be binding upon the parties and their respective
successors and assigns. This Consent, together with the Lease, Sublease, and all amendments
thereto, sets forth all covenants, promises, agreements, conditions and understandings between
the parties and there are no covenants, promises, agreements, conditions or understandings,
either oral or written, between the parties other than as set forth in this Consent. No subsequent
alteration, amendment, change or addition to the Consent shall be binding unless reduced to
writing and signed by all parties.
10. Captions and Article Numbers. The captions and section numbers appearing in this
Agreement are inserted only as a matter of convenience and in no way define, limit, construe or
describe the scope or intent or such sections nor in any way affect this Agreement.

POS Conditional Consent to Assignment
A-2
Norwegian Cruise Line Holdings Ltd., Agr #00XXXX
Assigned to NCL (Bahamas) Ltd., Oceania Cruises Ltd. & Seven Seas Cruises Ltd.
Date

IN WITNESS WHEREOF, the parties hereto have executed this Consent as of the day
and year first above written.
PORT OF SEATTLE

(NORWEGIAN CRUISE LINE HOLDINGS
LTD.)

By: _____________________________________
Its:

By:
Its:

NCL (BAHAMAS) LTD. (ASSIGNEE)

OCEANIA CRUISES LTD.("ASSIGNEE")

By: _____________________________________
Its:

By:
Its:

SEVEN SEAS CRUISES LTD.("ASSIGNEE")
By:______________________________________
Its:

STATE OF WASHINGTON
COUNTY OF KING

)
) ss.
)

On this _____ day of ________, 20______, before me, personally appeared ________________________
to me known to be the __________________________________ of the PORT OF SEATTLE, a
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:

(ACKNOWLEDGEMENT FOR ASSIGNOR)
STATE OF WASHINGTON
COUNTY OF KING

)
) ss.
)

On this _____ day of ___________, 20____, before me, personally appeared _______________________
to me known to be the _____________________ of Norwegian Cruise Line Holdings Ltd., 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:
POS Conditional Consent to Assignment
A-3
Norwegian Cruise Line Holdings Ltd., Agr #00XXXX
Assigned to NCL (Bahamas) Ltd., Oceania Cruises Ltd. & Seven Seas Cruises Ltd.
Date

(ACKNOWLEDGEMENT FOR ASSIGNEE)
STATE OF
COUNTY OF

)
) ss.
)

On this _____ day of ___________, 20____, before me, personally appeared _______________________
to me known to be the _____________________ of NCL (Bahamas) Ltd., 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:

(ACKNOWLEDGEMENT FOR ASSIGNEE)
STATE OF
COUNTY OF

)
) ss.
)

On this _____ day of ___________, 20____, before me, personally appeared _______________________
to me known to be the _____________________ of Oceania Cruises Ltd., 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:
(ACKNOWLEDGEMENT FOR ASSIGNEE)
STATE OF
COUNTY OF

)
) ss.
)

On this _____ day of ___________, 20____, before me, personally appeared _______________________
to me known to be the _____________________ of Seven Seas Cruises Ltd., 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:
POS Conditional Consent to Assignment
A-4
Norwegian Cruise Line Holdings Ltd., Agr #00XXXX
Assigned to NCL (Bahamas) Ltd., Oceania Cruises Ltd. & Seven Seas Cruises Ltd.
Date

POS Conditional Consent to Assignment
A-5
Norwegian Cruise Line Holdings Ltd., Agr #00XXXX
Assigned to NCL (Bahamas) Ltd., Oceania Cruises Ltd. & Seven Seas Cruises Ltd.
Date